As filed with the Securities and Exchange Commission on September 22, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Mallon Resources Corporation
(Exact name of registrant as specified in its charter)
Colorado 84-1095959
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Mallon Resources Corporation
999 18th Street, Suite 1700
Denver, Colorado 80202
(303) 293-2333
(Address and telephone number of registrant's principal executive offices)
Mallon Resources Corporation 1997
Equity Participation Plan
(Full title of plan)
Copy To:
Roy K. Ross
Executive Vice President Thomas A. Richardson, Esq.,
Mallon Resources Corporation Holme Roberts & Owen LLP
999 18th St., Suite 1700 1700 Lincoln Street, Suite 4100
Denver, Colorado 80202 Denver, Colorado 80203
(303)293-2333 (303) 861-7000
(Name, Address, and Telephone Number 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 (1) price (1) fee (1)
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Common Stock 1,275,000 $8.750 $9,613,677 $2,673
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(1) Calculated pursuant to Rule 457(h). Consisting of 525,521 shares at $8.750
(the market price on September 21, 1999), for shares not subject to
outstanding options and 729,479 shares at $6.875 per share and 20,000
shares at $.01 per share for shares subject to outstanding options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Mallon Resources Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:
(a) The Company's latest annual report on Form 10-K for the year ended December
31, 1998.
(b) The Company's quarterly report on Form 10-Q for the quarter ended March 31,
1999 filed on May 17, 1999.
(c) The Company's quarterly report on Form 10-Q for the quarter ended June 30,
1999 filed August 13, 1999.
(d) The Company's current reports on Form 8-K filed on March 9, 1999, March 10,
1999, March 18, 1999, May 24, 1999, June 15, 1999, August 3, 1999 and
August 20, 1999.
(e) The Company's description of its Common Stock contained in its Registration
Statement on Form 8-A, filed on February 1, 1995 (File No. 1- 13124).
All documents subsequently filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 to be a part hereof from the date of filing such
documents.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5.INTERESTS OF NAMED EXPERTS.
Not applicable.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 7-109-102 and 103 of the Colorado Business Corporations Act
("CBCA") authorize the indemnification of directors and officers against
liability incurred by reason of being a director or officer and against expenses
(including attorney's fees) judgments, fines and amounts paid in settlement and
reasonably incurred in connection with any action seeking to establish such
liability, in the case of third-party claims, if the officer or director 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 in the case of actions by or in the
right of the corporation, if the officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest of
the corporation and if such officer or director shall not have been adjudged
liable to the corporation, unless a court otherwise determines. Indemnification
is also authorized with respect to any criminal action or proceeding where the
officer or director had no reasonable cause to believe his conduct was unlawful.
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Additionally, the Restated Articles of Incorporation and Bylaws of the
Company provide for mandatory indemnification of directors to the fullest extent
permitted by Colorado law. This provision does not eliminate the liability of a
director (i) for a breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions by the directors not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 7-108-403 of the Colorado Business Corporation
Act (relating to the declaration of dividends and purchase or redemption of
shares in violation of the Colorado Business Corporation Act); or (iv) for any
transaction from which the director derived an improper personal benefit.
7.EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8.EXHIBITS.
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
24.1 Power of attorney. See signature page attached hereto.
9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes: (1) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement 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; (2) 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; and (3) to remove from registration by means of a post-effective
amendment any of the securities 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 of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 whether such indemnification by it is
against public policy as expressed in the 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 and County of Denver, State of Colorado, on September
22, 1999.
MALLON RESOURCES CORPORATION
By: /S/Roy K. Ross
Name: Roy K. Ross
Title: Executive Vice President
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We, the undersigned officers and directors of Mallon Resources Corporation
hereby severally constitute and appoint George O. Mallon and Roy K. Ross, and
each of them singly, our true and lawful attorneys, with full power to them and
each of them singly, to sign for us in our names in the capacities indicated
below, all post-effective amendments to this Registration Statement and any
abbreviated Registration Statement in connection with this Registration
Statement, including but not limited to any Registration Statement filed to
register additional Common Stock which may be acquired pursuant to the Mallon
Resources Corporation Equity Incentive Plan; and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; and to sign all documents in connection with
the qualification and sale of the Common Stock with Blue Sky authorities and
with the National Association of Securities Dealers, Inc.; granting unto said
attorneys-in-fact full power and authority to perform any other act on behalf of
the undersigned required to be done in the premises, hereby ratifying and
confirming all that said attorneys-in-fact 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 by the following persons in the capacities and on the
dates indicated.
/S/ George O. Mallon September 22, 1999
George O. Mallon Chairman of the Board of Directors
and President (Principal Executive
Officer)
/S/ Roy K. Ross September 22, 1999
Roy K. Ross Executive Vice President and Director
/S/ Kevin M. Fitzgerald September 22, 1999
Kevin M. Fitzgerald Executive Vice President and Director
/S/ Alfonso R. Lopez September 22, 1999
Alfonso R. Lopez Treasurer (Chief Financial Officer)
/S/ Carolena F. Chapman September 22, 1999
Carolena F. Chapman Controller (Chief Accounting Officer)
__________________________________ September __, 1999
Frank Douglass Director
__________________________________ September __, 1999
Roger R. Mitchell Director
__________________________________ September __, 1999
Francis J. Reinhardt Jr. Director
*/S/ Peter H. Blum September 22, 1999
Peter H. Blum Director
* By Roy K. Ross as Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Holme Roberts & Owen LLP (Exhibit 5.1)
24.1 Power of attorney (Signature page)
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Exhibit 5.1
September 22, 1999
Mallon Resources Corporation
999 Eighteenth, Suite 1700
Denver, CO 80202
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on September 22, 1999 (the
"Registration Statement") by Mallon Resources Corporation, a Colorado
corporation (the "Company"), for the purpose of registering under the Securities
Act of 1933, as amended (the "Act"), 1,275,000 shares of its Common Stock, $.01
par value (the "Common Stock").
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the shares
of Common Stock, when sold and delivered by the Company pursuant to the Mallon
Resources Corporation Equity Participation Plan, will be legally issued, fully
paid and non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rule and regulations of the Commission.
We do not express an opinion on any matters other than those expressly set forth
in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By /S/ Thomas A. Richardson
Thomas A. Richardson, Partner
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated April 5, 1999
included in Mallon Resources Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado
September 21, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 18, 1997 relating to the
financial statements, which appears in Mallon Resources Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Denver, Colorado
September 21, 1999
