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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CORNERSTONE NATURAL GAS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4922 74-1952257
(State or other of jurisdiction (Primary standard industrial (I.R.S employer
incorporation or organization) classification code number) identification no.)
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8080 North Central Expressway, Suite 1200
Dallas, Texas 75206-1815
(214) 691-5536
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
CORNERSTONE NATURAL GAS, INC. 1993 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Kelly Jameson, Esq.
8080 North Central Expressway, Suite 1200
Dallas, Texas 75206-1815
(214) 691-5536
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Schlanger, Mills, Mayer & Grossberg, L.L.P.
5847 San Felipe, suite 1700
Houston, TX 77010
(713) 785-1700
Attention: Kyle Longhofer
CALCULATION OF REGISTRATION FEE
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Title of shares to be Amount to be Proposed Proposed Amount of
registered registered maximum maximum registration
(1) offering price aggregate fee
per share(2) offering
price(2
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<S> <C> <C> <C> <C>
Common Stock 1,250,000 $2.91 $3,637,500 $1,255
$0.10 par value
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(1) Estimated number of shares that may be purchased hereunder, based, in part,
upon the price of Common Stock set forth herein.
(2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
solely for the purpose of determining the registration fee, on the basis of the
average high and low prices of the Common Stock as reported on the American
Stock Exchange on August 25, 1995, which was $2.91.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
CORNERSTONE NATURAL GAS, INC. (the "Company") incorporates by reference
in this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and the Company's Quarterly Reports on Form 10-Q for the
quarter ended March 31, and June 30, 1995.
(b) The Company Current Reports on Form 8-K dated January 20, and June
20, 1995.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
fiscal year ended December 31, 1994.
(d) The description of the Company's common stock, $0.10 par value (the
"Common Stock"), which is contained in a registration statement filed under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the 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 a
part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of the Company
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, have been
audited by Arthur Andersen LLP and Ernst & Young LLP for years ended December
31, 1993 and 1992, independent public accountants, as indicated in their
reports with respect thereto and are incorporated herein by reference upon
such reports given upon the authority of said firm as experts in accounting
and auditing.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director or
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid
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in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Company's bylaws provide for the indemnification of directors,
officers, employees or agents of the Company to fullest extent permitted
under Delaware law. The Company also has Directors and Officers liability
insurance.
Article Tenth of the Corporation's Restated Certificate of Incorporation
provides, in part, that no director of the Corporation shall be personally
liable to the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, as the same exists
or hereafter may be amended, or (iv) for any transaction for which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
* 4.1 By-Laws, as Amended and Restated August 9, 1994, currently in
effect. (incorporated by reference to Exhibit 3.1 to December 31,
1994, Form 10-K)
* 4.2 Restated Certificate of Incorporation of Cornerstone Natural Gas,
Inc. (incorporated by reference to Exhibit 2 filed January 10, 1994,
Form 8-A)
* 4.3 The Cornerstone Natural Gas, Inc. 1993 Long Term Incentive Plan
effective as of December 16, 1993. (incorporated by reference to
Exhibit 10.1 to December 31, 1993, Form 10-K)
5.1 Opinion of Schlanger, Mills, Mayer & Grossberg, L.L.P. as to
legality of securities registered hereby.
23.1 Consent of independent public accountants: Arthur Andersen LLP.
23.2 Consent of independent public accountants: Ernst & Young LLP.
24.1 Power of attorney.
* The exhibits have heretofore been filed with the Securities and
Exchange Commission as part of filing indicated and are incorporated by
reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
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(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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided however, that paragraphs (i) and (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 Company pursuant to
Section 13 or 15(d) of 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 herein, 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.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
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 the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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, the Company 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 of
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 Dallas and State of Texas, on the
29th day of August, 1995.
CORNERSTONE NATURAL GAS, INC.
By: /s/ KELLY JAMESON
------------------------------------
Kelly Jameson, Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name Title Date
<S> <C> <C>
/s/ RAY C. DAVIS Chairman of the Board August 29, 1995
- ------------------------ and Chief Executive Officer
*Ray C. Davis
/s/ KELCY L. WARREN President and Chief Operating August 29, 1995
- ------------------------ Officer and Director
*Kelcy L. Warren
/s/ ROBERT L. CAVNAR Senior Vice President, August 29, 1995
- ------------------------ Chief Financial Officer and
*Robert L. Cavnar Treasurer (Principal Financial
Officer)
/s/ RICHARD W. PIACENTI Vice President and Controller August 29, 1995
- ------------------------ (Principal Accounting Officer)
*Richard W. Piacenti
/s/ RICHARD D. BRANNON Director August 29, 1995
- ------------------------
*Richard D. Brannon
/s/ JAMES W. BRYANT Director August 29, 1995
- ------------------------
*James W. Bryant
/s/ TED COLLINS, JR. Director August 29, 1995
- ------------------------
*Ted Collins, Jr.
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<S> <C> <C>
/s/ BEN H. COOK
- ------------------------ Director August 29, 1995
*Ben H. Cook
/s/ SCOTT G. HEAPE Director August 29, 1995
- ------------------------
*Scott G. Heape
/s/ DAVID S. HUNT Director August 29, 1995
- ------------------------
*David S. Hunt
/s/ WILLIAM J. MURRAY Director August 29, 1995
- ------------------------
*William J. Murray
/s/ C. ROBERT SLEDGE Director August 29, 1995
- ------------------------
*C. Robert Sledge
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*By: /s/ KELLY JAMESON
- -------------------------------------
Kelly Jameson, Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
Number Description
* 4.1 By-Laws, as Amended and Restated August 9, 1994, currently in
effect. (incorporated by reference to Exhibit 3.1 to December 31,
1994, Form 10-K)
* 4.2 Restated Certificate of Incorporation of Cornerstone Natural Gas,
Inc. (incorporated by reference to Exhibit 2 filed January 10,
1994, Form 8-A)
* 4.3 The Cornerstone Natural Gas, Inc. 1993 Long Term Incentive Plan
effective as of December 16, 1993. (incorporated by reference to
Exhibit 10.1 to December 31, 1993, Form 10-K)
5.1 Opinion of Schlanger, Mills, Mayer & Grossberg, L.L.P. as to
legality of securities registered hereby.
23.1 Consent of independent public accountants: Arthur Andersen LLP
23.2 Consent of independent public accountants: Ernst & Young LLP
24.1 Power of attorney.
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of filing indicated and are incorporated by reference.
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Exhibit 5.1
[LETTERHEAD OF Schlanger, Mills, Mayer & Grossberg L.L.P. APPEARS HERE]
August 24, 1995
Cornerstone Natural Gas, Inc.
8080 N. Central Expressway, 12th Floor
Dallas, TX 75206
Ladies and Gentlemen:
We have acted as counsel to Cornerstone Natural Gas, Inc., a Delaware
corporation (the "Company"), with respect to the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of up to 1,250,000
shares of Common Stock, $0.10 par value per share (the "Common Stock") of the
Company pursuant to the Company's 1993 Long Term Incentive Plan dated
effective as of December 16,1993 (the "Plan").
We have examined copies of the Certificate of Incorporation and the
Restated Bylaws of the Company as amended and corrected and restated to date.
We have examined the Plan, the Registration Statement and records of
corporate proceedings of the Company. We have also relied on an Officer's
Certificate as to certain matters.
Based upon the foregoing and the matters hereinafter referred to, and
having due regard for the legal considerations we deem relevant, we are of
the opinion that, subject to the limitations set forth below:
(a) The shares of Common Stock to be issued upon the exercise of the
options granted pursuant to either the Plan (collectively, the
"Plan Shares") are duly and validly authorized; and
(b) When the Plan Shares have been duly delivered against payment
therefor as contemplated by the applicable Option Agreement
issued pursuant to the Plan, the Plan Shares will be legally
issued, fully paid and nonassessable.
The opinions expressed above are subject to the following assumptions,
qualifications and limitations:
(a) We assume (i) all signatures not witnessed by us are genuine,
(ii) the competency of all persons other than the Company
executing such documents, (iii) all documents submitted to us as
originals are authentic, and (iv) all documents submitted to us as
copies are accurate and complete copies of the originals thereof;
(b) This opinion is limited to the matters expressly set forth herein,
and no opinion is to be implied or may be inferred beyond the
matters expressly so stated; and
(c) The opinions expressed herein are limited to the laws of the State
of Texas, the Delaware General Corporation Laws and applicable
federal law.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Schlanger, Mills, Mayer & Grossberg, L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
February 17, 1995, included in Cornerstone Natural Gas, Inc.'s Form 10-K for
the year ended December 31, 1994, and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
August 29, 1995
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement (Form S-8)
pertaining to the Cornerstone Natural Gas, Inc., 1993 Long Term Incentive
Plan and to the incorporation by reference therein of our report dated March
7, 1994, with respect to the consolidated balance sheet at December 31, 1993,
and the consolidated statements of operations, cash flows and changes in
stockholders' equity for each of the two years in the period ended December
31, 1993, included in the Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
August 29, 1995
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EXHIBIT 24.1
CORNERSTONE NATURAL GAS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below in their capacity as a director or officer, or both, of Cornerstone
Natural Gas, Inc. ("Cornerstone") constitutes and appoints Kelly Jameson to
act as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of Common Stock of
Cornerstone issuable under the Cornerstone 1993 Long Term Incentive Plan, and
any and all post-effective amendments to this Registration Statement, and to
file the same with all exhibits thereto and all documents or instruments
necessary or incidental in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or agent, or his substitute or substitutes or all of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this instrument, as of
the dates indicated.
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NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/S/ RAY C. DAVIS
- ------------------------- Chairman of the Board August 15, 1995
Ray C. Davis and Chief Executive Officer
/S/ KELCY L. WARREN
- ------------------------- President and Chief Operating August 15, 1995
Kelcy L. Warren Officer and Director
/S/ ROBERT L. CAVNAR Senior Vice President, August 15, 1995
- ------------------------- Chief Financial Officer and
Robert L. Cavnar Treasurer (Principal Financial
Officer)
/S/ RICHARD W. PIACENTI Vice President and Controller August 15, 1995
- ------------------------ (Principal Accounting Officer)
Richard W. Piacenti
/S/ RICHARD D. BRANNON
- ------------------------ Director August 15, 1995
Richard D. Brannon
/S/ JAMES W. BRYANT
- ------------------------ Director August 24, 1995
James W. Bryant
/S/ TED COLLINS, JR.
- ------------------------ Director August 15, 1995
Ted Collins, Jr.
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NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/S/ BEN H. COOK
- ------------------------ Director August 15, 1995
Ben H. Cook
/S/ SCOTT G. HEAPE
- ------------------------ Director August 15, 1995
Scott G. Heape
/S/ DAVID S. HUNT
- ------------------------ Director August 15, 1995
David S. Hunt
/S/ WILLIAM J. MURRAY
- ------------------------ Director August 15, 1995
William J. Murray
/S/ C. ROBERT SLEDGE
- ------------------------ Director August 15, 1995
C. Robert Sledge
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