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As filed with the Securities and Exchange Commission on May 20, 1997
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INLAND RESOURCES INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1307042
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
475 17TH STREET
SUITE 1500
DENVER, COLORADO 80202
(303) 292-0900
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
INLAND RESOURCES INC.
1997 STOCK OPTION PLAN
(Full title of the Plan)
KYLE R. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
475 17TH STREET
SUITE 1500
DENVER, COLORADO 80202
(303) 292-0900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
MICHAEL D. PARSONS, ESQ.
GLAST, PHILLIPS & MURRAY, P.C.
13355 NOEL ROAD, L.B. 48
2200 GALLERIA TOWER
DALLAS, TEXAS 75240
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value.. 500,000 $8.00 $4,000,000 $1,212.12
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</TABLE>
(1) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the antidilution
provisions of the Plan.
(2) Determined pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee upon the basis of the average of the bid and asked
prices for the Registrant's Common Stock as quoted on the National
Association of Securities Dealer's Automated Quotation System on May 16,
1997.
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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 required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Registration Statement:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.
(ii) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997.
(iii) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A, by which the Company's shares
of Common Stock were registered under Section 10(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and any amendment or reports
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 - .590 of the Washington Business Corporation Act
("WBCA") provide broad authority for indemnification of directors and officers.
The Articles of Incorporation of the Company provide for indemnification of its
officers and directors to the fullest extent permitted by the WBCA.
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As permitted by Section 23B.08.320 of the WBCA, the Company's Articles of
Incorporation provide that a director shall not be liable for monetary damages
for breach of his fiduciary duty as a director except in certain limited
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits on page 6.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in this 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 Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration" table in the effective
registration statement; and
(iii) To include any additional or changed material
information on the plan of distribution;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above 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 the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the 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
Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant 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, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 Denver, State of Colorado, on April 30, 1997.
INLAND RESOURCES INC.
By: /s/ Kyle R. Miller
--------------------------------------
Kyle R. Miller, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints Kyle R. Miller and Michael
J. Stevens, or either one of them, as such person's attorney-in-fact with full
power to act alone, with full power of substitution or resubstitution, for such
person and in such person's name, place and stead, in any and all capacities to
sign on such person's behalf, individually and in the capacities stated below,
and to file any and all amendments and post-effective amendments to this
Registration Statement, which amendment or amendments may make such changes and
additions as such attorney-in-fact may deem necessary or appropriate.
Name Office Date
---- ------ ----
/s/ Kyle R. Miller President, Chief April 30, 1997
- ------------------------------- Executive
Kyle R. Miller Officer and Director
(Principal Executive
Officer)
/s/ Bill I. Pennington Vice President and Chief April 30, 1997
- ------------------------------- Financial Officer
Bill I. Pennington (Principal Financial
Officer)
/s/ Michael J. Stevens Secretary, Treasurer and April 30, 1997
- ------------------------------- Controller (Principal
Michael J. Stevens Accounting Officer)
/s/ Arthur J. Pasmas Director April 30, 1997
- -------------------------------
Arthur J. Pasmas
/s/ Richard F. Conway Director April 30, 1997
- -------------------------------
Richard F. Conway
/s/ Thomas J. Trzanowski Director April 30, 1997
- -------------------------------
Thomas J. Trzanowski
/s/ Paul C. Schorr IV Director April 30, 1997
- -------------------------------
Paul C. Schorr IV
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.1 The 1997 Stock Option Plan of Inland Resources Inc.*
5.1 Opinion of Glast, Phillips & Murray, a Professional Corporation,
concerning legality.*
23.1 Consent of Glast, Phillips & Murray, a Professional Corporation
(contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.*
23.3 Consent of Coopers & Lybrand LLP*
23.4 Consent of Ryder Scott Company Petroleum Engineers.*
24.1 Power of attorney from directors and officers (see signature
pages to this Registration Statement).
_____________________________
* Filed herewith.
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EXHIBIT 5.1
[LETTERHEAD OF GLAST, PHILLIPS & MURRAY APPEARS HERE]
April 30, 1997
Inland Resources Inc
475 17th Street, Suite 1500
Denver, Colorado 80202
Re: Form S-8 Registration Statement relating to the registration of
500,000 shares of common stock, $.001 par value, of Inland Resources
Inc./1997 Stock Option Plan
Our File No.: 09004-140
Gentlemen:
We are acting as counsel for Inland Resources Inc., a Washington
corporation (the "Company"), in connection with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form S-8
filed with the Securities and Exchange Commission ("SEC") (the "Registration
Statement"), covering an aggregate of 500,000 shares (the "Shares") of common
stock, par value $.001 per share (the "Common Stock"), of the Company which may
be issued pursuant to the Company's 1997 Stock Option Plan (the "Plan") to
certain persons who are eligible employees of the Company as such eligibility is
defined in the Plan.
In that connection, we have examined the Form S-8 Registration Statement in
the form to be filed with the SEC. We have also examined and are familiar with
the originals or authenticated copies of all corporate or other documents,
records and instruments that we have deemed necessary or appropriate to enable
us to render the opinion expressed below.
We have assumed that all signatures on all documents presented to us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by us were competent to execute and deliver such
documents. In addition, we have assumed that the Shares will not be issued for
consideration equal to less than the par value thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the Washington Business Corporation Act.
Based on the foregoing and having due regard for the legal considerations
we deem relevant, we are of the opinion that the Shares, or any portion thereof,
when issued as described in the Registration Statement, will be validly issued
by the Company, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the United States of
America and the Washington Business Corporation Act.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
/s/ Glast, Phillips & Murray, P.C.
GLAST, PHILLIPS & MURRAY, P.C.
MDP/lds
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 7, 1997,
included in Inland Resources Inc.'s Form 10-KSB for the year ended December 31,
1996, and all references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Denver, Colorado
May 14, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated March 20, 1996, on our audit of the consolidated
financial statements of Inland Resources Inc. as of December 31, 1995 and for
the year then ended.
/s/ Coopers & Lybrand LLP
Coopers & Lybrand LLP
Denver, Colorado
May 14, 1997
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EXHIBIT 23.4
CONSENT OF RYDER SCOTT COMPANY
As independent petroleum engineers, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reserve appraisal,
dated February 23, 1996, and our estimated proved reserves review, dated January
27, 1997, respectively, relating to the estimated oil and gas reserves and
future net income attributable to certain oil and gas interests of Inland
Resources Inc. as of January 1, 1996 and January 1, 1997, respectively.
/s/ Ryder Scott Company Petroleum Engineers
Ryder Scott Company Petroleum Engineers
Denver, Colorado
May 14, 1997
