As filed with the Securities and Exchange Commission on September 11, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------
FORTUNE NATURAL RESOURCES CORPORATION
(Exact Name of Registrant as specified in its charter)
(formerly Fortune Petroleum Corporation)
Delaware 95-4114732
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Tyrone J. Fairbanks
Fortune Natural Resources Corporation
515 West Greens Road, Suite 720 515 West Greens Road, Suite 720
Houston, Texas 77067 Houston, Texas 77067
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, and telephone number, including area
of registrant's principal executive code of agent for service)
office)
Copies to:
Bruce L. Ashton, Esq.
Reish & Luftman
11755 Wilshire Blvd., 10th Floor
Los Angeles, California 90025
FORTUNE NATURAL RESOURCES CORPORATION 401(k) PROFIT SHARING PLAN
(Full title of the Plan)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Offering Registration
Registered Per Share(1) Price Fee
- --------------------------------------------------------------------------------
Common Stock 20,000 $2.00(2) $40,000 $12
$.01 par value shares(2)
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
(2) Pursuant to Rule 457(h) of the General Rules and Regulations under the
Securities Act of 1933 as amended, the proposed offering price per share
for the 401(k) Profit Sharing Plan shares is based upon the prices of
Common Stock used to estimate the number of Common Stock shares to be
contributed to the Plan.
<PAGE>
FORTUNE NATURAL RESOURCES CORPORATION
401(k) PROFIT SHARING PLAN
General Plan Description
September 1997
This Description is given to eligible employees ("Participants") of
Fortune Natural Resources Corporation ("Fortune" or the "Company") who
participate in a 401(k) Profit Sharing Plan (the "Plan") offered by the Company.
The Plan allows for discretionary matching on the part of the Company in the
form of Fortune common stock ("Common Stock"). This Description provides
information about the Plan in connection with Participant and Company
contributions.
The terms and conditions of the Plan are summarized in this Description.
This Description is not intended as a substitute for the Plan. For a complete
description of the Plan and the rights of Participants thereunder, reference is
made to the Plan, copies of which may be obtained from the Secretary of the
Company. For additional information about the Plan, contact:
Dean W. Drulias, Corporate Secretary
Fortune Natural Resources Corporation
One Commerce Green
515 W. Greens Road, Suite 720
Houston, Texas 77067
(281) 872-1170
General Plan Information
The Plan gives eligible Participants an opportunity to participate in the
Plan offered by the Company. All Participants employed as of November 1, 1996
are eligible to participate in the Plan except union and non-resident alien
employees. Contributions made by a Participant are allowed as of the first day
of the month following three months of service and the attainment of age 21. A
Participant as of that date, may elect to defer a portion of his or her pre-tax
compensation through a written salary reduction agreement with the Company.
Deferrals are subject to percentage and dollar amount limitations set forth by
the Internal Revenue Service (IRS) and discussed in more detail in "Purchase of
Securities" which appears below. The Company, in its discretion, may elect to
contribute Common Stock to a Participant's account.
The Plan was adopted by the Company effective January 1, 1996. The Company
has no current intent to institute any modifications to the Plan. Further, the
Plan is subject to the reporting, disclosure and fiduciary requirements of Title
I of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
governed and overseen by the Company. The Company is the Plan Administrator and
responsible for operating all aspects of the Plan. To facilitate the
administration of the Plan, the Company has engaged the services of a third
party recordkeeper and a third party investment counselor and asset custodian.
Participants are furnished annually with a report setting forth the total amount
of money and Common Stock in the Plan as well as the specific allocations for
investments.
Purchase of Securities
A Participant may elect to commence compensation deferral at any time
after eligibility; however, changes in the amount of salary reduction may only
be made on January 1 or July 1 of each year. Salary reduction may be made on a
percentage basis or dollar amount, however the salary reduction amount may not
exceed the lesser of fifteen percent of income or $9,500. Compensation is
limited to cash compensation, which includes automobile allowances, commission
and any bonuses received by a Participant.
2
<PAGE>
As stated above, the Company may elect to make discretionary contributions
of Common Stock to a Participant's account in the Plan. It is currently the
Company's intention to make a matching contribution equal to 50% of a
Participant's deferral to the Plan in the form of Company stock, subject to
limitations imposed by the IRS. This policy is subject to change from time to
time in the discretion of management of the Company. The amount of the
contribution is determined at the end of each calendar year. The price of any
Common Stock contributed each year is determined by averaging the closing price
of the Company's Common Stock of the consolidated market as quoted by AMEX on
the last day of trading for each month in such calendar year. Because the Plan
was adopted by the Company during the second half of 1996, the price used to
calculate the Common Stock shares contribution by the Company for the 1996 Plan
year was the average month-end closing price for the last six months of 1996.
The contribution is not limited to Company profits.
Resale Restrictions
The Common Stock contributed by the Company may not be resold by the
Participant until after the Participant's account is fully vested. Vesting is
discussed in more detail in "Forfeitures and Penalties" below. Additionally, the
offer and sale or any resale of Common Stock must be made in compliance with the
requirements of the federal and applicable state securities laws. The net
proceeds from the resale of any Common Stock at the direction of a participant
will remain in the participant's account until the participant receives a
distribution from the Plan.
Tax Effects of Plan Participation
The Plan is a qualified plan under Internal Revenue Code 401(a).
Participants are not taxed on the contributions that are made by his or her
compensation deferral or by Company contributions to the Plan. The Company is
entitled to a tax deduction for the Participant compensation deferral amount and
any Common Stock that is contributed to a Plan. Neither the Participant nor the
Company is taxed on income generated by the Plan until distribution.
Distributions from the Plan are subject to a twenty percent federal withholding
tax unless they are rolled over into an Individual Retirement Account (IRA) or
another qualified retirement plan in accordance with IRS regulations. If the
Participant is under the age of 59 1/2, he or she pays a ten percent add on tax
for any amount distributed, subject to certain exceptions.
Under certain circumstances, the Participant shall pay additional taxes
based on the size of the distribution. If the Participant owns more than five
percent of the Company, he or she must take distributions from the Plan upon
reaching the age of 70 1/2. Such distributions are not eligible for roll over
into an IRA or another qualified retirement plan.
Investment Funds
Each Participant has the sole authority to direct the investment of his or
her contributions to the Plan. As such, the investment responsibility rests
solely with the Participant and the Company does not provide advice regarding
investment opportunities. Merrill Lynch serves as an investment advisor by
providing investment counseling and information, including investment
prospectuses, to the Participants. The Participant is responsible for all
brokerage fees charged by Merrill Lynch for handling the Participants' account;
however, all other administrative and recordkeeping fees are currently paid by
the Company.
Distributions from the Plan; Assignment of Interest
Distributions from the Plan are only allowed under limited circumstances.
Distributions are allowed due to the financial hardship of the Participant. The
Company follows the criteria set forth in the Internal Revenue Code to determine
financial hardship. Internal Revenue Code Regulations sections
1.401(k)-1(d)(2)(iv) and 1.401(k)-1(d)-2(ii)(B), allow financial hardship
distributions only for medical necessity, downpayment for purchase of principal
residence, payment of tuition at the college level for a spouse or child or the
need to prevent foreclosure or eviction from the Participant's principal
residence.
A loan may be made to a Participant for no less than one thousand dollars
and no more than the lesser of fifty thousand dollars or one half of a
Participant's vested interest in the Plan.
Further, a participant is prohibited from assigning, hypothecating or
creating a lien on his or her interest in the Plan.
3
<PAGE>
Forfeitures and Penalties
If a Participant is terminated for any reason before he or she is fully
vested, any contribution of Common Stock made by the Company is forfeited. Full
vesting occurs after two years of service to the Company. A year of service for
vesting purposes starts on the date a Participant first performs an hour of
service for the Company and each anniversary thereafter. To be credited with a
year of service, a Participant must complete at least one thousand hours of
service. If a Participant does not complete at least one thousand hours of
service during a twelve-month consecutive period, it may result in a reduction
or denial or benefits under the Plan.
Further, if the Plan is terminated by the Company due to bankruptcy of the
Company, a general assignment by the Company for the benefit of its creditors,
the dissolution of the business of the Company, sale or transfer of the Company
to another business organization, or the merger or consolidation of the Company
with another business organization, then any unvested contribution of Common
Stock made by the Company to a Participant's Plan is forfeited.
Information about the Company
The Company incorporates by reference in this Description the following
documents, copies of which may be obtained without charge, upon written or oral
request, from the Secretary of the Company shown on the cover page hereof: (1)
the Company's Annual Report on Form 10-K/A for the year ended December 31, 1996,
and (2) Quarterly Reports on Form 10-Q for the periods ended March 31, and June
30, 1997. In addition, copies of all Plan documents are also available without
charge, upon written or oral request, from the Secretary of the Company.
4
<PAGE>
2 0 , 0 0 0 S H A R E S
FORTUNE NATURAL RESOURCES CORPORATION
Common Stock
($.01 par value)
------------------------------
The shares of the Common Stock, $.01 par value (the "Common Stock") of
Fortune Natural Resources Corporation ("Fortune" or the "Company") covered by
this prospectus may be offered from time to time by the Fortune Natural
Resources Corporation 401 (k) Profit Sharing Plan (the "Plan"). The Company will
not receive any proceeds from the sale of shares by the Plan.
The Plan acquires the shares through discretionary matching contributions
by the Company to the Plan.
The expenses incurred in registering the Shares, including legal and
accounting fees, will be paid by the Company. To the knowledge of the Company,
the Plan has made no arrangement with any brokerage firm for the sale of the
shares. The Plan may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Act"). Any commissions received by a
broker or dealer in connection with resales of the shares may be deemed to be
underwriting commissions or discounts under the Act. The Common Stock is listed
on the American Stock Exchange. On September 10, 1997, the closing price of the
Common Stock on such Exchange was $1.75.
The shares of Common Stock have not been registered for sale under the
securities laws of any state or other jurisdiction as of the date of this
Prospectus. Brokers or dealers effecting transactions in the Common Stock should
confirm the registration of the Common Stock under the securities laws of states
in which such transactions occur or the existence of an exemption from such
registration, or should cause such registration to occur in connection with any
offer or sale of the Common Stock.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
Price to Public Underwriting Discount Proceeds to Company (1)
--------------- --------------------- -----------------------
Per Share...... $ N/A N/A $ N/A
Total.......... $ N/A N/A $ N/A
- --------------------------------------------------------------------------------
(1) None. All proceeds will be received by the Plan. The account of
participants in the Plan from which shares are sold will bear all
commissions payable to brokers or dealers in connection with the sale of
shares. The Company will bear all costs of the offering estimated at
$9,000.
------------------------------
The date of this Prospectus is September 11, 1997
1
<PAGE>
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements filed
by the Company with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission, at Room 1024, Judiciary Plaza Building, 450 Fifth
Street, N.W. Washington, D.C. 20549, and the Regional offices of the Commission:
75 Park Place, 14th Floor, New York, New York 10007, and Kluczynski Federal
Building, 230 South Dearborn Street, Room 3190, Chicago, Illinois 60604. Copies
of such material may be obtained at prescribed rates from the Public Reference
Section of the Commission at Room 1025, Judiciary Plaza Building, 450 Fifth St.,
N.W. Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock being registered
hereby. This Prospectus, filed as part of the Registration Statement, does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statement and to the exhibits and schedules thereto, which
may be inspected at the Commission's offices without charge or copies of which
may be obtained from the Commission upon payment of the prescribed fees.
Statements made in the Prospectus as to the contents of any contract, agreement
or document referred to are not necessarily complete, and in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, and each such statement is qualified in
its entirety by such reference.
INCORPORATION OF INFORMATION BY REFERENCE
There is hereby incorporated by reference in this Prospectus and made a
part hereof (1) the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1996, and (2) Quarterly Reports on Form 10-Q for the periods ending
March 31, and June 30, 1997.
There is also hereby incorporated by reference in this Prospectus and made
a part hereof the Company's Registration Statement on Form 8-A filed on
September 13, 1993, which describes the Common Stock.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or to be incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein modifies, supersedes or replaces such statement. Any statements
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.
No person is authorized to give any information or make any
representations other than those contained in the Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities other than the registered
shares to which it relates or an offer to sell or a solicitation of an offer to
buy such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
2
<PAGE>
THE COMPANY
Fortune is an independent public oil and natural gas company whose primary
focus is on exploration for and development of domestic oil and natural gas
properties. The Company's principal properties are located onshore and offshore
Louisiana and Texas.
During 1995, the Company implemented a program of exploration for
significant oil and natural gas reserves using state-of-the-art 3D seismic and
computer-aided exploration (CAEX) technology. The Company believes that the use
of 3D seismic and CAEX technology provides more accurate and comprehensive
geological data for evaluation of drilling prospects than 2D evaluation methods.
Since early 1995, the Company has acquired, with other industry partners,
interests in over 25 oil and gas prospects in the Louisiana and Texas Gulf Coast
regions which are in various stages of evaluation and acquisition and is
continually evaluating other 3D and 2D exploration projects.
The Company also seeks to take advantage of attractive acquisition targets
which will enable it to acquire reserves at an attractive price. In furtherance
of that objective, on December 11, 1995, the Company purchased for cash an
interest in the South Timbalier Block 76, a producing oil and gas property
located in the Gulf of Mexico offshore Louisiana.
The Company's principal executive offices are located at 515 West Greens
Road, Suite 720, Houston, Texas 77067. Its telephone number at that address is
(281) 872-1170.
USE OF PROCEEDS
The shares which are the subject of this Prospectus may be offered and
sold from time to time by the Plan, and the Company will not receive any of the
proceeds of such sales. The Company agreed to bear all expenses of registering
such shares, including legal, accounting and printing costs estimated at $9,000.
PLAN OF DISTRIBUTION
The Plan may offer and sell shares pursuant to this Prospectus from time
to time on the American Stock Exchange or through individually negotiated
transactions or in other ways. The Company is not aware of any agreements which
may have been entered into by the Plan with brokers, dealers or third parties
for the offer or sale of any shares. Except as noted below, the Company will not
be a party to any such agreements nor will it participate in the negotiation or
consummation of any such agreements or the offer and sale of any of the shares
covered by this Prospectus.
Sales of shares by the Plan will be subject to the restrictions of Rule
144 under the Securities Act of 1933, as amended (which, among other things,
limits the amount of shares which may be disposed of in any calendar quarter to
1% of the Company's outstanding shares or currently about 121,075 shares each
quarter).
At the date of this Prospectus, the Plan owns 4,835 shares allocated to
the account of five participants of the Plan. It is anticipated that the Company
may contribute up to 15,165 additional shares of Common Stock to the Plan in
connection with participant deferrals during the 1997 Plan year.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to the Company, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
3
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with this Prospectus and the
registration of the Common Stock have been passed upon for the Company by Reish
& Luftman, Los Angeles, California.
EXPERTS
The financial statements of Fortune Natural Resources Corporation
(formerly, Fortune Petroleum Corporation) as of December 31, 1996 and 1995, and
for each of the years in the three-year period ended December 31, 1996, have
been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the December 31, 1996
financial statements refers to a change from the successful efforts method to
the full cost method of accounting for oil and gas properties.
4
<PAGE>
=======================================
TABLE OF CONTENTS
Page
----
Cover Page 1
Additional Information 2
Incorporation of Information
By Reference 2
The Company 3
Use of Proceeds 3
Plan of Distribution 3
Legal Matters 4
Experts 4
=======================================
<PAGE>
=======================================
20,000 Shares
COMMON STOCK
($.01 Par Value)
FORTUNE NATURAL RESOURCES CORPORATION
------------
P R O S P E C T U S
------------
September 11, 1997
=======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
There is hereby incorporated by reference in this Prospectus and made a
part hereof (1) the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1996, and (2) Quarterly Reports on Form 10-Q for the periods ending
March 31, and June 30, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or to be
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein modifies, supersedes or replaces such
statement. Any statements modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits the
indemnification of officers, directors, employees and agents of Delaware
corporations. The Certificate of Incorporation and Bylaws of the Company provide
that the corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware as it may be amended from
time to time, indemnify and hold harmless each person who was or is a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
whom he or she is a legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as a director, officer,
employee or agent, against all costs, charges, expenses, liabilities and losses
(including attorney's fees, judgments, fines, excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith, and such indemnification shall continue as
to person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators.
Item 7. Exemption from Registration Claimed.
Not applicable.
S-1
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Reish & Luftman regarding legality of securities
(filed herewith).
24.1 Consent of Reish & Luftman (included in Exhibit 5.1).
24.2 Consents of KPMG Peat Marwick LLP (filed herewith).
25.1 Power of Attorney (included in the signature page of this
Registration Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement:
Provided however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
S-2
<PAGE>
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer of controlling
person of the registrant in the successful defense of any action, suit of
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
S-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 11, 1997.
Fortune Natural Resources Corporation
By: /s/ Tyrone J. Fairbanks
----------------------------------------
Tyrone J. Fairbanks
President, Chief Executive Officer
and Director
By: /s/ J. Michael Urban
----------------------------------------
J. Michael Urban
Vice President, Chief Financial Officer
and Chief Accounting Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Tyrone
J. Fairbanks and Dean W. Drulias, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits hereto, and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Tyrone J. Fairbanks President, Chief Executive September 11, 1997
- ------------------------ Officer, and Director
Tyrone J. Fairbanks
/s/ Dean W. Drulias Executive Vice President,
- ------------------------ General Counsel, Corporate September 11, 1997
Dean W. Drulias Secretary and Director
/s/ Graham S. Folsom Director September 11, 1997
- ------------------------
Graham S. Folsom
/s/ William T. Walker, Jr. Director September 11, 1997
- ------------------------
William T. Walker, Jr.
/s/ Barry Feiner Director September 11, 1997
- ------------------------
Barry Feiner
/s/ Gary Gelman Director September 11, 1997
- ------------------------
Gary Gelman
/s/ D. R. Shaughnessy Director September 11, 1997
- ------------------------
D. R. Shaughnessy
S-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on September 11, 1997.
Fortune Natural Resources Corporation
401(k) Profit Sharing Plan
By: /s/ Dean W. Drulias
----------------------------------------
Dean W. Drulias
Trustee
By: /s/ J. Michael Urban
----------------------------------------
J. Michael Urban
Trustee
S-5
<PAGE>
(COMPANY LETTERHEAD)
September 11, 1997
01967-660(1B)
125483.ltr
Fortune Natural Resources Corporation
515 West Greens Road, Suite 720
One Commerce Green
Houston, Texas 77067
RE: Registration Statement on Form S-8
20,000 Shares, Common Stock, $.01 par value
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), as amended, which you (the "Company") have
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 20,000 shares of
Common Stock, $.01 par value ("Common Stock") to be issued by the Company in the
form of contributions to the Fortune Natural Resources Corporation 401(k) Profit
Sharing Plan (the "Plan").
In rending this opinion, we have examined the Company's Certificate of
Incorporation, as amended, the Company's By-Laws, as amended, the minutes of the
proceedings of the Company's board of directors at which resolutions pertaining
to the Common Stock were adopted, and such other materials as we deemed
relevant.
Based on the foregoing and in reliance thereon, we are of the opinion
that the Common Stock, when issued as contributions to the Plan, will be legally
and validly issued, fully paid and nonassessable.
We hereby consent to the references to this firm in and the inclusion
of this opinion in the Registration Statement and any amendments thereto.
Respectfully submitted,
/s/ Reish & Luftman
EXHIBIT 5.1
(COMPANY LETTERHEAD)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Fortune Natural Resources Corporation:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Fortune Natural Resources Corporation (formerly,
Fortune Petroleum Corporation) of our report dated February 27, 1997, relating
to the balance sheets of Fortune Petroleum Corporation as of December 31, 1996
and 1995, and the related statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1996, which report appears in the December 31, 1996 annual report on Form 10-K/A
of Fortune Petroleum Corporation.
Our report dated February 27, 1997, refers to a change from the
successful efforts method to the full cost method of accounting for oil and gas
properties.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Houston, Texas
September 11, 1997
