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As filed with the Securities and Exchange Commission on January 12, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HONDO OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-1998768
(State or other jurisdiction) (I.R.S. Employer
of incorporation or organization) Identification No.)
10375 Richmond Avenue, Suite 900, Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
HONDO OIL & GAS COMPANY 1993 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the Plan)
John J. Hoey
Hondo Oil & Gas Company
10375 Richmond Avenue, Suite 900
Houston, Texas 77042
(Name and address of agent for service)
(713) 954-4600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
------------------------------------------------------------------------
Common Stock, 137,000(1) $7.34(2) $1,005,580 $297
$1.00 par value
(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options or rights to purchase or
acquire the shares of Common Stock that may be granted under the Plan,
and, pursuant to Rule 416, an additional indeterminate number of shares
which by reason of certain events specified in the Plan may become
subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and
in the aggregate, and the registration fee were calculated based upon
the average of the high and low sales prices of the Common Stock as
reported on the American Stock Exchange as of January 9, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I
(plan information and registrant information) will be sent or given to
participating employees and eligible persons as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
of this form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
This Registration Statement is filed pursuant to General
Instruction E for Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Incorporation of Certain Documents by Reference
The following document of Hondo Oil & Gas Company (the "Company")
filed with the Commission is incorporated herein by reference:
(a) Registration Statement on Form S-8, Registration No. 33-53813,
filed with the Commission on May 26, 1994, relating to the
Company's 1993 Stock Incentive Plan.
ITEM 5 Interests of Named Experts and Counsel
The validity of the Common Stock issuable upon exercise of the
options, is being passed upon for the Company by C.B. McDaniel an
employee of the Company. Mr. McDaniel holds options to acquire 60,000
shares of the Common Stock of the Company at exercise prices ranging
from $7.50 to $14.625 per share. At December 31, 1997, options to
acquire 55,000 of such shares were exercisable.
ITEM 8 Exhibits
Exhibits required by Item 601 of Regulation S-K are set forth in
the Exhibit Index commencing on page 4.
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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 Houston, State of
Texas, on January 12, 1998.
HONDO OIL & GAS COMPANY
By: /s/ John J. Hoey
-------------------------------------
John J. Hoey
President and Chief Executive Officer
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.
Signatures Title Date
----------------------------------------------------------------------
/s/ John J. Hoey President and CEO, January 12, 1998
------------------------ Director
John J. Hoey
/s/ Douglas G. McNair Director January 12, 1998
------------------------
Douglas G. McNair
/s/ Nicholas J. Morrell Director January 12, 1998
------------------------
Nicholas J. Morrell
/s/ John F. Price Director* January 12, 1998
------------------------
John F. Price
/s/ Robert K. Steer Director January 12, 1998
------------------------
Robert K. Steer
/s/ R. E. Whitten Director* January 12, 1998
------------------------
R. E. Whitten
/s/ Stanton J. Urquhart Vice President and January 12, 1998
----------------------- Controller
Stanton J. Urquhart
* Member of the 1993 Stock Incentive Plan Committee.
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EXHIBIT INDEX
EXHIBIT NO. SUBJECT
----------- --------
4.1 The Hondo Oil & Gas Company 1993 Stock Incentive Plan, as
amended by the Board of Directors of the Company on May
28, 1996 and as effective on that date, is included in
the Appendix to the Company's 1997 Proxy Statement filed
with the Securities and Exchange Commission on February
10, 1997, under File No. 1-8979 and incorporated by
reference.
4.2 Form of Employee Incentive and Nonqualified Stock Option
Agreement
5 Opinion of Counsel to the Company.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel to the Company (included in the
opinion filed as Exhibit 5).
4
Exhibit 4.2
EMPLOYEE INCENTIVE AND NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ____ day of __________, 19__,
between Hondo Oil & Gas Company, a Delaware corporation (the
"Corporation"), and ____________________ (the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to the Hondo Oil & Gas Company 1993 Stock
Incentive Plan (the "Plan"), the Corporation has granted to the Employee
effective as of the ___ day of _______, 19__ (the "Award Date") an
option to purchase all or any part of ____________ authorized but
unissued or treasury shares of Common Stock, $1.00 par value, of the
Corporation upon the terms and conditions set forth herein and in the
Plan.
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom,
the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the
Plan.
2. Grant of Option. This Agreement evidences the Corporation's grant
to the Employee of the right and option to purchase, on the terms
and conditions set forth herein and in the Plan, all or any part of
an aggregate of ___________ shares of the Common Stock at the price
of $___ per share (the "Option"), exercisable from time to time,
subject to the provisions of this Agreement and the Plan, prior to
the close of business on the day before the fifth anniversary of
the Award Date (the "Expiration Date"). Such price equals not less
than the Fair Market Value of the Corporation's Common Stock as of
the Award Date. It is the intent of the Corporation that this
Option constitute (to the extent permitted by law) an incentive
stock option ("ISO") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended ("Code") with respect to
________________ of the shares subject to the Option and a non-
qualified option with respect to the remainder of the shares
subject to the Option.
3. Exercisability of Option. Except as may be permitted by or
pursuant to the Plan or by resolution of the Committee adopted
after the date hereof, no shares may be purchased by exercise of
the Option until the expiration of six months after the Award Date.
The Option may be exercised in installments as to 50% of the
aggregate number of shares set forth in Section 2 hereof (subject
to adjustment) on and after the date which is 6 months after the
Award Date and as to an additional 50% of such aggregate number of
such shares (subject to adjustment) on and after the date which is
18 months after the Award Date.
To the extent the Employee does not in any period purchase all or
any part of the shares to which the Employee is entitled, the
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Employee has the right cumulatively thereafter to purchase any
shares not so purchased and such right shall continue until the
Option terminates or expires. Fractional share interests shall be
disregarded, but may be cumulated. No fewer than 100 shares may be
purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.
4. Limitation on Exercise of Option as an ISO. In the event the
Employee is granted incentive stock options (whether under this
Award Agreement or any other incentive stock option agreement) and
the aggregate fair market value (determined as of the respective
dates of grant of such options) of the Common Stock with respect to
which such options are first exercisable in any calendar year
exceeds $100,000, the most recently granted options shall be
treated as non-qualified stock options to the extent of the excess.
In addition, in the case of simultaneously granted options, the
Corporation may, in the manner and to the extent permitted by law,
designate which shares are to be treated as stock acquired pursuant
to the exercise of an incentive stock option.
5. Method of Exercise of Option. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the
number of shares to be purchased pursuant to the Option and
accompanied by payment made in accordance with and in a form
permitted in Section 2.2(b) of the Plan for the full purchase price
of the shares to be purchased, subject to such further limitations
and rules or procedures as the Committee may from time to time
establish as to any non-cash payment and as to the tax withholding
requirements of Section 4.5 of the Plan. Shares delivered in
payment of the exercise price must have been owned by Employee for
at least six months prior to the exercise. In addition, the
Employee (or the Employee's Beneficiary or Personal Representative)
shall furnish any written statements required pursuant to Section
4.4 of the Plan.
6. Effect of Termination of Employment or Death; Change in Subsidiary
Status. The Option and all other rights hereunder, to the extent
not exercised, shall terminate and become null and void at such
time as the Employee ceases to be employed by either the
Corporation or any Subsidiary, except that
a) if such employment is terminated by reason of voluntary
retirement or resignation or by the Company (other than
pursuant to a dismissal for cause or in anticipation of such a
dismissal (as determined by the Committee in its sole
discretion) or in the circumstances described in subsections
(b) and (c) below), Employee may at any time within a period
of three months after such termination exercise the Option to
the extent the Option was exercisable at the date of such
termination;
b) if the Employee becomes permanently disabled (within the
meaning of Code Section 22(e)(3) or as otherwise defined by
the Committee) while in the employ of the Corporation or any
Subsidiary, or within three months after a termination
described in subsection (a) of this Section 6, then the Option
may be exercised within a period of one year after Employee's
termination from employment, to the extent that the Option was
exercisable on such date; and
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c) if the Employee dies while in the employ of the Corporation or
within three months after a termination described in
subsections (a) and (d) of this Section 6, then the Option may
be exercised within a period of one year after Employee's
termination from employment, to the extent the Option was
exercisable on such date;
provided, however, that in no event may the Option be exercised by
anyone under this Section or otherwise after the Expiration Date.
If Employee is employed by an entity which ceases to be a
Subsidiary, such event shall be deemed for purposes of this Section
6 to be a termination of employment described in subsection (a) in
respect of Employee. Absence from work caused by military service
or authorized sick leave shall not be considered as a termination
of employment for purposes of this Section.
7. Consideration to Corporation. In consideration of the granting of
this Option by the Corporation, Employee agrees to render faithful
and efficient services to the Corporation or its subsidiaries, with
such duties and responsibilities as the Corporation or its
subsidiaries shall from time to time prescribe, for a period of at
least one (1) year from the date this Option is granted.
8. Termination of Option Under Certain Events. As permitted by
Section 4.2(c) of the Plan, the Committee retains the right to
terminate the Option to the extent not previously exercised upon an
event or transaction which the Corporation does not survive.
9. Non-Transferability of Option. The Option and any other rights of
the Employee under this Agreement or the Plan are nontransferable
as provided in Section 1.9 of the Plan.
10. Notices. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the Corporation at its
principal office located at 10375 Richmond Avenue, Suite 900;
Houston, Texas 77042, to the attention of the Corporate Secretary
and to the Employee at the address given beneath the Employee's
signature hereto, or at such other address as either party may
hereafter designate in writing to the other.
11. Plan. The Option and all rights of Employee thereunder are subject
to, and the Employee agrees to be bound by, all of the terms and
conditions of the provisions of the Plan, incorporated herein by
this reference, to the extent such provisions are applicable to
options granted to Eligible Employees. The Employee acknowledges
receipt of a copy of the Plan, which is made a part hereof by this
reference, and agrees to be bound by the terms thereof. Unless
otherwise expressly provided in other Sections of this Agreement,
provisions of the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any rights in
the Employee unless such rights are expressly set forth herein or
are otherwise in the sole discretion of the Committee so conferred
by appropriate action of the Committee under the Plan after the
date hereof.
12. Notice of Disposition. The Employee agrees to notify the
Corporation of any sale or other disposition of any shares of
Common Stock received upon exercise of the Option, if such sale or
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disposition occurs within two years after the Award Date or within
one year after the date of such exercise.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Employee has
hereunto set his or her hand.
HONDO OIL & GAS COMPANY
(a Delaware corporation)
By _____________________
Title _____________________
EMPLOYEE
_________________________
(Signature)
_________________________
(Print Name)
_________________________
(Address)
_________________________
(City, State, Zip Code)
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing Stock Option
Agreement by Hondo Oil & Gas Company, I, _____________, the spouse of
the Employee herein named, do hereby join with my spouse in executing
the foregoing Stock Option Agreement and do hereby agree to be bound by
all of the terms and provisions thereof and of the Plan.
DATED:___________, 19______
______________________
(Signature of Spouse)
5
Exhibit 5
[LETTERHEAD OF HONDO OIL & GAS COMPANY APPEARS HERE]
January 12, 1998
Hondo Oil & Gas Company
10375 Richmond Avenue, Suite 900
Houston, TX 77042
Re: Registration Statement on Form S-8
Gentlemen:
At your request, I have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") which you propose to file
with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an
additional 137,000 shares of your common stock, $1.00 par value (the
"Common Stock") issuable pursuant to your 1993 Stock Incentive Plan, as
amended. I have examined the proceedings heretofore taken and am
familiar with the proceedings proposed to be taken by you in connection
with the authorization and issuance of the Common Stock to be sold in a
manner described in the Registration Statement.
It is my opinion that, subject to the completion of the proceedings
referred to above, the Common Stock, when issued and sold by you in
accordance with the terms of the 1993 Stock Incentive Plan will be
legally and validly issued, fully paid and non-assessable.
I am a member of the State Bar of Texas and express no opinion
herein as to the effect that the laws and decisions of courts of any
jurisdiction other than the United States of America and the State of
Texas may have upon such opinions, except to the extent that the
opinions expressed above may relate to the general corporation laws of
the State of Delaware. The foregoing opinion is subject to and is
qualified in all respects by the statements in this paragraph.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Respectively submitted,
/s/ C.B. McDaniel
C.B. McDaniel
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the amendment of the 1993 Stock
Incentive Plan of Hondo Oil & Gas Company of our report dated November
21, 1997, except for Note 5 as to which the date is December 18, 1997,
with respect to the consolidated financial statements and schedule of
Hondo Oil & Gas Company included in its Annual Report on Form 10-K for
the year ended September 30, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Denver, Colorado
January 12, 1998
