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As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333 - ________
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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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Parallel Petroleum Corporation
(Exact name of registrant as specified in its charter)
Delaware 75-1971716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Marienfeld Place, Suite 465
Midland, Texas 79701
(Address of principal executive offices) (Zip Code)
Parallel Petroleum Corporation Non-Employee Directors Stock Option Plan
(Full title of the plan)
Larry C. Oldham
President
One Marienfeld Place, Suite 465
Midland, Texas 79701
(Name and address of agent for service)
915-684-3727
(Telephone number, including area code, of agent for service)
Copy to:
Thomas W. Ortloff
Lynch, Chappell & Alsup
300 N. Marienfeld, Suite 700
Midland, Texas 7970l
(915) 683-3351
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
To Be Registered Registered Per Share* Offering Price Fee
________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 $5.72 $2,860,000 $867.00
_______________________________________________________________________________
</TABLE>
* Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) on the basis of the average of the high and low sales prices
of the Registrant's Common Stock as reported on the Nasdaq National Market
System on August 25, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997;
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997;
(4) All reports filed by the Registrant pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996; and
(5) The description of Registrant's securities sections (Item 1 and Item 3)
from the Registrant's registration of securities on Form 8-A, dated
December 18, 1980, as amended by Amendment No. 1 under cover of
Form 8, dated January 30, 1981, as further amended by Amendment
No. 2 under cover of Form 8 dated, January 14, 1992, pursuant to
Section 12(g) of the Exchange Act.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a) and (c), 14 and 15(d) of
the Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold, 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.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Common Stock issuable upon exercise
of stock options granted or to be granted under the Registrant's Non-Employee
Directors Stock Option Plan has been passed upon for the Registrant by Lynch,
Chappell & Alsup, a Professional Corporation, Midland, Texas. Thomas W.
Ortloff, a shareholder in the firm of Lynch, Chappell & Alsup, is the
Secretary of the Registrant.
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Item 6. Indemnification of Directors and Officers
Article X of the Registrant's Bylaws provides, generally, that the
Registrant shall indemnify to the full extent authorized by law any person
who may be or is involved, as a party or otherwise, in an action, suit or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director, officer or employee of the
Registrant or serves or served any other enterprise as a director, officer
or employee at the request of the Registrant. In addition, the Registrant
shall, upon request of any such person described above and to the fullest
extent permitted by law, pay or reimburse the reasonable expenses incurred
by such person in any action, suit, or proceeding described above in
advance of the final disposition of such action, suit, or proceeding.
Article X also authorizes the Registrant to purchase and maintain insurance
on behalf of directors, officers, employees and agents of the Registrant,
against any liability asserted against and incurred by such person in any
such capacity.
Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may 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 or she is or was a director, 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
or enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she 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 cause to believe his or her conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by him or her in connection with the defense
or settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action
or suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for such
expenses that the court shall deem proper.
Section 145 further provides that to the extent a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall beindemnified against expenses
actually and reasonably incurred by him in connectiontherewith; that expenses
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incurred by an officer or director in defending any action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it is ultimately determined
that he or she is not entitled to be indemnified by the corporation as
authorized in Section 145; that indemnification and advancement of expenses
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and that the corporation may
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against such person
and incurred by such person in any such capacity or arising out of such
person's status as such whether or not the corporation would have the power
to indemnify such person against such liabilities under such Section 145.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
*5.1 Opinion and Consent of Lynch, Chappell & Alsup, a
Professional Corporation
*23.1 Consent of KPMG Peat Marwick LLP
*23.2 Consent of Joe C. Neal & Associates
*24.1 Power of Attorney contained on Page 8 hereof
</TABLE>
__________
* Filed herewith.
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Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus to each person to whom the prospectus is
sent or given a copy of Registrant's Annual Report to Stockholders for its
last fiscal year, unless such person otherwise has received a copy of such
report, in which case the Registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written
request of such person. If the last fiscal year of the Registrant has ended
within 120 days prior to the use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be so delivered, but within such
120-day period the annual report for the last fiscal year will be furnished
to each such person.
(2) The undersigned Registrant hereby undertakes to transmit or
cause to be transmitted to all persons participating in the Parallel Petroleum
Corporation Non-Employee Directors Stock Option Plan, who do not otherwise
receive such material as stockholders of the Registrant, at the time and in
the manner such material is sent to its stockholders, copies of all reports,
proxy statements and other communications distributed to its stockholders
generally.
(3) 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 Exchange Act 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.
(4) The undersigned Registrant hereby undertakes:
(a) 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 the
information set forth in the Registration Statement; and
(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;
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provided, however, that paragraphs (4)(a)(i) and (4)(a)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(b) 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 the initial bona fide offering
thereof.
(c) 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.
(5) 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
Securities Act of 1933 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 or
controlling person of the 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, the 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 of 1933 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 Midland, State of Texas, on the 14th day of
August, 1997.
PARALLEL PETROLEUM CORPORATION
By: /s/ Larry C. Oldham
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Larry C. Oldham, President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Cambridge and Larry C.
Oldham and each of them, either one of whom may act without joinder of the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any and all 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,
granting unto said attorneys-in-fact and agents, and each of them severally,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
or their substitute or 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 persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
- ------------------------ ---------------------- --------------
<S> <C> <C>
/s/ Thomas R. Cambridge Chairman of the Board of Directors
- ----------------------- and Chief Executive Office
Thomas R. Cambridge (Principal Executive Officer) August 14, 1997
/s/ Larry C. Oldham President, Treasurer and Director
- ----------------------- (Principal Executive Officer) August 14, 1997
Larry C. Oldham
/s/ Danny H. Conklin Director August 14,1997
- -----------------------
Danny H. Conklin
/s/ Ernest R. Duke Director August 14, 1997
- -----------------------
Ernest R. Duke
/s/ Myrle Greathouse Director August 14, 1997
- -----------------------
Myrle Greathouse
/s/ Charles R. Pannill Director August 14, 1997
- -----------------------
Charles R. Pannill
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ----------------------------------
<S> <C>
* 5.1 Opinion and Consent of Lynch, Chappell &
Alsup, a Professional Corporation
* 23.1 Consent of KPMG Peat Marwick LLP
* 23.2 Consent of Joe C. Neal and Associates
* 24.1 Power of Attorney contained on Page 8 hereof
</TABLE>
___________
*Filed herewith.
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Exhibit 5.1
LYNCH, CHAPPELL & ALSUP
A PROFESSIONAL CORPORATION
ATTORNEYS
THE SUMMIT, SUITE 700
300 NORTH MARIENFELD
MIDLAND, TEXAS 79701
TELEPHONE: (915) 683-3351
FACSIMILE: (915) 683-8346
August 14, 1997
Parallel Petroleum Corporation
110 N. Marienfeld, Suite 465
Midland, Texas 79701
Re: Parallel Petroleum Corporation Non-Employee Directors Stock Option
Plan; Sale of to 500,000 shares of Common Stock
Gentlemen:
We have acted as counsel to Parallel Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with the proposed issuance and
sale by the Company of up to 500,000 shares of Common Stock, $.01 par value
("Common Stock"), of the Company pursuant to the exercise of stock options
granted or to be granted by the Company under the Company's Non-Employee
Directors Stock Option Plan (the "Plan"), as further described in
a Registration Statement on Form S-8 filed by the Company with the Securities
and Exchange Commission (herein referred to as the "Registration Statement").
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purpose of giving the opinions
hereinafter set forth. We have assumed the genuineness and authenticity of
all signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization, execution, delivery or
recordation of all documents where due authorization, execution or recordation
are prerequisites to the effectiveness thereof.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Plan has been duly and
validly authorized and adopted, and the 500,000 shares of Common Stock that
may be issued and sold by the Company from time to time upon the exercise of
stock options granted or to be granted in accordance with the Company's Plan,
as described in the Registration Statement, will, upon issuance and delivery
<PAGE> 2
against payment therefor, be legally 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 and to
the statements made regarding our Firm and to the use of our name under the
heading Item 5. Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
LYNCH, CHAPPELL & ALSUP,
a Professional Corporation
By: /s/ Thomas W. Ortloff
----------------------
Thomas W. Ortloff
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors and Stockholders
Parallel Petroleum Corporation
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
Midland, Texas
August 14, 1997
Exhibit 23.2
Consent of Independent Petroleum Engineers
As independent petroleum engineers, we hereby consent to the incorporation
by reference in this Registration Statement of our estimates of reserves,
included in the Annual Report on Form 10-K of Parallel Petroleum Corporation
for the fiscal year ended December 31, 1996, and to all references to our
firm included in this Registration Statement.
/s/ JOE C. NEAL & ASSOCIATES
Midland, Texas
August 14, 1997
