<PAGE> 1
As filed with the Securities and Exchange Commission on April 3, 2000
Registration No. 333 -
================================================================================
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
BARGO ENERGY COMPANY
(Exact name of registrant as
specified in its charter)
TEXAS 87-0239185
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 LOUISIANA, SUITE 3700, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
FUTURE PETROLEUM CORPORATION
1993 EMPLOYEE INCENTIVE PLAN
(Full title of the plan)
TIM J. GOFF
700 LOUISIANA, SUITE 3700, HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 236-9792
(Telephone number, including area code, of agent for service)
-------------
Copy to:
Haynes and Boone, LLP
1000 Louisiana, Suite 4300
Houston, Texas 77002
Attn: George G. Young III
(713) 547-2081
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of Amount Proposed maxi- Proposed maxi- Amount of
securities to be to be mum offering mum aggregate registration
registered registered price per share offering price fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(1) 660,000 $0.75(2) $267,663(2) $71(2)
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Future Petroleum Corporation 1993 Employee
Incentive Plan described herein.
(2) Pursuant to Rule 457(h), the offering price and registration fee is
computed upon the basis of the price at which the options may be exercised.
================================================================================
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
*Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to our employees, officers and directors participating in the
Future Petroleum Corporation 1993 Employee Incentive Plan as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by us with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, are incorporated herein by reference:
o Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
o Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 28, 2000.
o The description of our common stock contained in our Registration
Statement on Form 10, filed with the Securities and Exchange
Commission on January 31, 1978, including any future amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered under the plan have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by him in connection with or in defending
any action, suit or proceeding in which he was, is, or is threatened to be made
a named defendant or respondent by reason of his position as director or
officer, provided that he conducted himself in good faith and reasonably
believed that, in the case of conduct in his official capacity as a director or
officer of the corporation, such conduct was in the corporation's best
interests; and, in all other cases, that such conduct was at least not opposed
to the corporation's best interests. In the case of any criminal proceeding, a
director or officer may be indemnified only if he had no reasonable cause to
believe his conduct was unlawful. If a director or officer is found liable to
the corporation, or is found liable on the basis that he received an improper
personal benefit, indemnification is limited to the reimbursement of reasonable
expenses actually incurred. No indemnification is available if the officer or
director is found liable for willful or intentional misconduct in the
performance of his duty to the corporation. If a director or officer is wholly
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
Our certificate of incorporation and bylaws allows us to indemnify each
of our directors and our officers to the fullest extent permitted by applicable
law.
We have purchased directors and officers liability insurance which
insures, among other things,
o our officers and directors from any claim arising out of an alleged
wrongful act by such persons while acting as directors and officers;
and
o us to the extent that we have indemnified the directors and officers
for such loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ----------- ------------------- --------
<S> <C> <C> <C>
4.1 Articles of Incorporation Incorporated by reference
of Bargo Energy Company from the Company's current
report on Form 8-K filed with
the Securities and Exchange
Commission on April 29, 1999
(File No. 000-86-0)
4.2 Bylaws of Bargo Energy Company Incorporated by reference
from the Company's current
report on Form 8-K filed with
the Securities and Exchange
Commission on April 29, 1999
(File No. 000-86-0)
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ----------- --------------- --------
<S> <C> <C> <C>
4.3 Specimen Stock Certificate Incorporated by reference
from the Company's Form S-8
filed with the Securities and
Exchange Commission on
December 7, 1999
(File No. 333-92203)
5.1 Opinion of Haynes and Boone, LLP X
15 Letter re unaudited interim
financial information*
23.1 Consent of X
PricewaterhouseCoopers, LLP
23.2 Consent of Haynes and Boone, LLP Included as
part of
Exhibit 5.1
23.3 Consent of T.J. Smith & Co., Inc. X
24 Power of Attorney Signature
Page to this
Registration
Statement
99 1993 Employee Incentive Plan Incorporated by reference
from Exhibit 10.3 to the
Company's annual report on
Form 10-K filed with the
Securities and Exchange
Commission on May 20, 1994
(File No. 0-8609)
</TABLE>
- ------------------
* Not applicable
ITEM 9. UNDERTAKINGS.
(a)We hereby undertake that we will:
(1) File, during any period in which we offer or sell securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the Registration Statement; and,
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of a prospectus filed with the
3
<PAGE> 5
Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii)Include any additional or changed material information on
the plan of distribution;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required in a post-effective amendment is
incorporated by reference from periodic reports filed with the
Securities sand Exchange Commission by us under the Exchange Act.
(2) For determining liability under the Securities Act, treat each
such post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(h)Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions referred to in Item 6,
or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred
or paid by a director, officer or controlling person of ours in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 March 8, 2000.
BARGO ENERGY COMPANY
(Registrant)
By: /s/ Tim J. Goff
-----------------------------------------
Tim J. Goff, Chairman of the Board and
Chief Executive Officer
(principal executive officer)
5
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Tim J. Goff and Jonathan M. Clarkson, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory authority, granting
unto said attorneys-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 premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Tim J. Goff Chairman of the Board March 8, 2000
- ----------------------------- and Chief Executive Officer
Tim J. Goff (principal executive officer)
/s/ Jonathan M. Clarkson President and Chief Operating Officer March 8, 2000
- ----------------------------- (principal financial officer)
Jonathan M. Clarkson
/s/ Kimberly G. Seekely Vice President and Treasurer March 8, 2000
- ----------------------------- (principal accounting officer)
Kimberly G. Seekely
/s/ Thomas D. Barrow Director March 8, 2000
- -----------------------------
Thomas D. Barrow
/s/ D. Martin Phillips Director March 8, 2000
- -----------------------------
D. Martin Phillips
/s/ Gary R. Petersen Director March 8, 2000
- -----------------------------
Gary R. Petersen
/s/ Daniel M. Weingeist Director March 8, 2000
- -----------------------------
Daniel M. Weingeist
/s/ J. Travis Hain Director March 8, 2000
- -----------------------------
J. Travis Hain
Director March 8, 2000
- -----------------------------
Brian D. Young
/s/ V. Frank Pottow Director March 8, 2000
- -----------------------------
V. Frank Pottow
</TABLE>
6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bargo Energy
Company 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 March 8, 2000.
FUTURE PETROLEUM CORPORATION
1993 EMPLOYEE INCENTIVE PLAN
By: Bargo Energy Company Plan Administrator
By: /s/ Tim J. Goff
----------------------------------------------
Tim J. Goff, Chairman of the Board and
Chief Executive Officer
7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ------------------------- ----------------------------- --------
<S> <C> <C> <C>
4.1 Articles of Incorporation Incorporated by reference
of Bargo Energy Company from the Company's current
report on Form 8-K filed with
the Securities and Exchange
Commission on April 29, 1999
(File No. 000-86-0)
4.2 Bylaws of Bargo Energy Company Incorporated by reference
from the Company's current
report on Form 8-K filed with
the Securities and Exchange
Commission on April 29, 1999
(File No. 000-86-0)
4.3 Specimen Stock Certificate Incorporated by reference
from the
Company's Form S-8 filed with
the Securities and Exchange
Commission on December 7, 1999
(File No. 333-92203)
5.1 Opinion of Haynes and Boone, LLP X
15 Letter re unaudited interim
financial information*
23.1 Consent of X
PricewaterhouseCoopers, LLP
23.2 Consent of Haynes and Boone, LLP Included as
part of
Exhibit 5.1
23.3 Consent of T.J. Smith & Co., Inc. X
24 Power of Attorney Signature
Page to this
Registration
Statement
99 1993 Employee Incentive Plan Incorporated by reference
from Exhibit 10.3 to the
Company's annual report on
Form 10-K filed with the
Securities and Exchange
Commission on May 20, 1994
(File No. 0-8609)
</TABLE>
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* Not applicable
8
<PAGE> 1
EXHIBIT 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
March 31, 2000
Bargo Energy Company
700 Louisiana, Suite 3700
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Bargo Energy Company, a Texas corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 660,000 shares of Common Stock, par value $0.01 per share (the
"Common Stock"), of the Company that may be issued pursuant to the terms of the
Future Petroleum Corporation 1993 Employee Incentive Plan (the "Plan").
In connection therewith, we have examined (i) the Certificate of Incorporation
and the Bylaws of the Company, each as amended; (ii) minutes and records of the
corporate proceedings of the Company with respect to the adoption of the Plan;
(iii) certificates of certain officers and directors of the Company; (iv) the
Plan; and (v) such other documents as we have deemed necessary for the
expression of the opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that prices paid
for shares of Common Stock will equal or exceed the par value per share of the
Common Stock. As to questions of fact material to this opinion, where such
facts have not been independently established, and as to the content and form
of the Certificate of Incorporation (as amended), Bylaws (as amended), minutes,
records, resolutions and other documents or writings of the Company, we have
relied, to the extent we deem reasonably appropriate, upon representations or
certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon the foregoing, and having due regard for such legal considerations
as we deem relevant, we are of the opinion that the 660,000 shares of Common
Stock covered by the Registration Statement, which may be issued from time to
time pursuant to the purchase of shares of Common Stock in accordance with the
terms of the Plan, have been duly authorized for issuance by the Company, and,
when so issued in accordance with the terms and conditions of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ HAYNES AND BOONE, LLP
HAYNES AND BOONE, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 3, 2000 relating to the
consolidated financial statements of Bargo Energy Company and subsidiaries,
which appears in Bargo Energy Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Houston, Texas
March 31, 2000
<PAGE> 1
EXHIBIT 23.3
T.J. SMITH & COMPANY, INC.
OIL AND GAS CONSULTING
1331 LAMAR, SUITE 1340
HOUSTON, TEXAS 77010-3027
TEL: (713) 651-0651
FAX: (713) 655-7613
CONSENT OF T.J. SMITH & COMPANY, INC.
We hereby consent to the incorporation by reference in Bargo Energy
Company's Registration Statement on Form S-8 of our reserve reports relating to
the oil and gas reserves of December 31, 1999, as of December 31, 1998, and as
of December 31, 1997, and to the reference T.J. Smith & Company, Inc. as
experts in the field of petroleum engineering in the Prospectus forming a part
of the Registration Statement on Form S-8.
T.J. Smith & Company, Inc.
By /s/ T.J. SMITH
--------------------
T.J. Smith, P.E.
Houston, Texas
March 16, 2000
