<PAGE> 1
As filed with the Securities and Exchange Commission on January 13, 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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BENTON OIL AND GAS COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 77-0196707
- ---------------------------- ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1145 Eugenia Place
Suite 200
Carpinteria, California 93013
-----------------------------
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
Crestone Energy Corporation 1996 Stock Option Plan
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(FULL TITLE OF THE PLAN)
A.E. Benton
Chief Executive Officer
Benton Oil and Gas Company
1145 Eugenia Place, Suite 200
Carpinteria, California 93013
(805) 566-5600
-----------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of Registration
Securities to be to be Offering Price Aggregate Fee
Registered Registered (1) Per Share (2) Offering Price (2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 107,571 shares $7.00 $752,997 $229
- --------------------------------------------------------------------------------------------------------------------
<FN>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers
an indeterminate amount of shares of Common Stock and other securities
that may be offered or sold pursuant to the anti-dilution provisions of
the Crestone Energy Corporation 1996 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, upon the basis of 107,571 shares of Common Stock
exercisable at a price per share of $7.00.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Benton Oil and Gas Company,
a Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995; and
(d) The description of the Common Stock, par value $.01 per share
("Common Stock"), of Registrant contained in the Registrant's Registration
Statement on Form 8-A, as amended, filed with the Commission on March 17, 1989,
May 14, 1991 and May 15, 1992.
All documents subsequently filed by the Registrant 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 to be a part
of this Registration Statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under provisions of the Certificate of Incorporation and Bylaws of the
Company, each person who is or was a director or officer of the Company shall be
indemnified by the Company as a matter of right to the full extent permitted or
authorized by law. The effects of the Certificate of Incorporation, Bylaws and
General Corporation Law of Delaware may be summarized as follows:
(a) Under Delaware law, to the extent that such a person is
successful on the merits in defense of a suit or proceeding against him by
reason of the fact that he is a director or officer of the Company, he shall be
indemnified against expenses (including attorneys' fees) reasonably incurred in
connection with such action.
(b) If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement 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 Company, and with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful.
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(c) If unsuccessful in defense of a suit brought by or in the right
of the Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit 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
Company except that if such a person is adjudged to be liable in a suit in the
performance of his duty to the Company, he cannot be made whole even for
expenses unless the court determines that he is fairly and reasonably entitled
to indemnity for such expenses.
(d) The Company may not indemnify a person in respect of a proceeding
described in (b) or (c) above unless it is determined that indemnification is
permissible because the person has met the prescribed standard of conduct by any
one of the following: (i) the Board of Directors, by a majority vote of a quorum
consisting of directors not at the time parties to the proceeding, (ii) if a
quorum of directors not parties to the proceeding cannot be obtained, or, if
obtainable but the quorum so directs, by independent legal counsel selected by
the Board of Directors or the committee thereof; or (iii) by the stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index on Page II-4.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this
Registration Statement to:
(i) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities being registered
which remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") 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 Act 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 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 Carpinteria, State of California, January 13, 1997.
BENTON OIL AND GAS COMPANY
By: /s/ A. E. Benton
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A. E. Benton, Chief Executive Officer
The Registrant and each person whose signature appears below does
hereby make, constitute and appoint A. E. Benton, Gregory S. Grabar, Jack A.
Bjerke and Amy M. Shepherd, and each of them, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him or it and in his or its name, place and stead, in any and all
capacities, to sign and file any and all amendments (including post-effective
amendments) to this Registration Statement, with all exhibits thereto, and other
documents 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 or necessary to be done in or
about the premises as he or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their,
his, her or its 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 by the following persons in the
capacities indicated, on January 13, 1997.
Signatures Title
- ---------- -----
/s/ A. E. Benton Chairman of the Board, Chief Executive
- ----------------------------------- Officer and Director
A. E. Benton (Principal Executive Officer)
/s/ Michael B. Wray President, Chief Financial Officer
- ----------------------------------- and Director
Michael B. Wray (Principal Financial Officer)
/s/ Chris C. Hickok Vice President-Controller
- ----------------------------------- (Principal Accounting Officer)
Chris C. Hickok
/s/ Bruce M. McIntyre Director
- -----------------------------------
Bruce M. McIntyre
/s/ Richard W. Fetzner Director
- -----------------------------------
Richard W. Fetzner
/s/ Garrett A. Garrettson Director
- -----------------------------------
Garrett A. Garrettson
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BENTON OIL AND GAS COMPANY
CRESTONE ENERGY CORPORATION 1996 STOCK OPTION PLAN
FORM S-8
EXHIBIT INDEX
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Exhibit No. Description of Exhibit
- ----------- ----------------------
4.3 Crestone Energy Corporation 1996 Stock Option Plan
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4, Registration No.
333-14291)
5.1 Opinion of Emens, Kegler, Brown, Hill & Ritter Co., L.P.A.
23.1 Consent of Emens, Kegler, Brown, Hill & Ritter Co., L.P.A.
(Included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney
(Included in Signature Page)
II-4
<PAGE> 1
Exhibit 5.1
EMENS, KEGLER, BROWN, HILL & RITTER CO., L.P.A.
65 East State Street, Suite 1800
Columbus, Ohio 43215
(614) 462-5400
January 13, 1997
Benton Oil and Gas Company
1145 Eugenia Place, Suite 200
Carpinteria, California 93013
Re: Registration Statement on Form S-8 Relating to the
Crestone Energy Corporation
1996 Stock Option Plan
Gentlemen:
We have acted as counsel for Benton Oil and Gas Company, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, on a Registration Statement on Form S-8
("Registration Statement") of the issuance and sale of up to 107,571 additional
shares of the Company's Common Stock, par value $.01 per share ("Shares"), to
be offered, issued and sold by the Company pursuant to the Crestone Energy
Corporation 1996 Stock Option Plan ("Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Company's
Restated Certificate of Incorporation, as amended, the Company's Bylaws, as
amended, the minutes of proceedings of the Board of Directors of the Company,
the Registration Statement, including the exhibits thereto, the Plan and such
other documents as we have deemed necessary for the purpose of rendering the
opinion below.
In rendering the opinion below, we have assumed that (a) upon issuance
of the Shares pursuant to the Plan, the Company will have a sufficient number
of authorized but unissued shares of Common Stock not restricted for other
purposes to permit the issuance of the Shares, and (b) no changes occur in the
applicable law or pertinent facts.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, we are of the opinion that the Shares, when
issued and sold by the Company against payment therefor in accordance with the
terms of the Plan and the Registration Statement, will be validly issued, fully
paid and non-assessable.
This opinion is limited to the federal laws of the United States and to
the General Corporation Law of the State of Delaware in effect as of the date
hereof. This opinion is furnished by us solely for the benefit of the Company
in connection with the issuance of the Shares pursuant to the Plan and the
filing
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Benton Oil and Gas Company
January 13, 1997
Page 2
of the Registration Statement. This opinion may not be relied upon by any other
person or assigned, quoted or otherwise used without our prior written consent.
Notwithstanding the foregoing, we hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
EMENS, KEGLER, BROWN, HILL & RITTER
CO., L.P.A.
By: --------------------------------
Amy M. Shepherd, Vice President
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Benton Oil and Gas Company on Form S-8 of our report dated March 20, 1996,
appearing in the Annual Report on Form 10-K of Benton Oil and Gas Company for
the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Los Angeles, California
January 10, 1997
