<PAGE>
As filed with the Securities and Exchange Commission on March 25, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
EQUITY COMPRESSION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1345732
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 EAST 5TH STREET, SUITE 1500
TULSA, OKLAHOMA 74103
(Address, including zip code, of principal executive offices)
_______________
EMPLOYEE STOCK OPTION PLAN
DIRECTOR STOCK OPTION PLAN
1994 DIRECTOR STOCK OPTION PLAN
DIRECTOR STOCK PLAN
(Full title of the plan)
_______________
MATTHEW S. RAMSEY
EQUITY COMPRESSION SERVICES CORPORATION
20 EAST 5TH STREET, SUITE 1500
TULSA, OKLAHOMA 74103
(918) 587-5815
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
GREG S. SCHARLAU
CONNER & WINTERS, A PROFESSIONAL CORPORATION
2400 FIRST PLACE TOWER
15 E. 5TH STREET
TULSA, OKLAHOMA 74103
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount offering price aggregate Amount of
to be registered to be registered(1) per share(2) offering price(2) Registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,838,213 shares $1.56 $2,867,612.28 $869.00
par value $.01 per
share
======================================================================================================
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options or pursuant to the antidilution adjustment
provisions of the plans.
(2) Solely for the purpose of calculating the registration fee pursuant to Rule
457(h) on the basis of the average of the closing bid and asked prices for
the Common Stock on the Nasdaq Small Cap Market on March 19, 1997.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;
(2) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
(3) The Registrant's Current Report on Form 8-K dated December 19, 1996,
and filed with the Commission on January 3, 1997; and
(4) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission on
January 3, 1990.
In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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. Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in any other subsequently filed incorporated document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
-1-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Registrant, to the
fullest extent not prohibited by the Oklahoma General Corporation Act.
Under Section 1031 of the Oklahoma General Corporation Act, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her 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 reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
The Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that to the maximum extent permitted by the Oklahoma
General Corporation Act, a director of the Registrant shall not be liable to the
Registrant or its shareholders for monetary damages for breach of fiduciary duty
as a director. The Oklahoma General Corporation Act permits Oklahoma
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the
statute and the Certificate of Incorporation are that the provision may not
eliminate or limit a director's liability (i) for breaches of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or involving intentional misconduct or known
violations or law, (iii) for the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) for transactions in which the director derived
an improper personal benefit.
The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and Bylaws referred to above and are
qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-2-
<PAGE>
ITEM 8. EXHIBITS*.
**4.1 Certificate of Incorporation.
**4.2 Amendment to Certificate of Incorporation.
4.3 Bylaws (incorporated herein by reference to Exhibit 3.5 to the
Registrant's Registration Statement on Form S-4 (Registration No. 33-
30686)(the "S-4 Registration Statement")).
4.4 Hawkins Energy Corporation Director Stock Option Plan (incorporated
herein by reference to Exhibit 4.3 to the Registrant's S-4 Registration
Statement).
4.5 Hawkins Energy Corporation 1994 Director Stock Option Plan (incorporated
herein by reference to Exhibit 10.8 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1994).
**4.6 Hawkins Energy Corporation Director Stock Plan.
**4.7 Form of Agreement used to grant nonqualified stock options under the
Hawkins Energy Corporation 1994 Director Stock Option Plan and Director
Stock Plan.
**4.8 Hawkins Energy Corporation Amended and Restated Employee Stock Option
Plan.
**5 Opinion of Conner & Winters, A Professional Corporation.
**23.1 Consent of Coopers & Lybrand L.L.P.
**23.2 Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5 hereto).
**24 Power of Attorney (included in this Part II).
______________
* Exhibits not included are not applicable.
** Filed herewith.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 (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 thereof) 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;
-3-
<PAGE>
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above 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 registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) 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 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.
2. The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
3. Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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.
-4-
<PAGE>
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 Tulsa, State of Oklahoma, on March 25, 1997.
EQUITY COMPRESSION SERVICES
By: /s/ Thomas F. Ostrye
---------------------------------------
Thomas F. Ostrye
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Matthew S. Ramsey and Thomas F. Ostrye, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her in his or her name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard D. Brannon Chairman of the Board of March 25, 1997
- -----------------------------
Richard D. Brannon Directors and Director
/s/ Matthew S. Ramsey Chief Executive Officer and March 25, 1997
- -----------------------------
Matthew S. Ramsey Director (principal executive
officer)
/s/ Thomas F. Ostrye President, Chief Operating March 25, 1997
- -----------------------------
Thomas F. Ostrye Officer and Director
(principal accounting and
financial officer)
/s/ Charles M. Butler, III Director March 25, 1997
- -----------------------------
Charles M. Butler, III
/s/ Ray C. Davis Director March 25, 1997
- -----------------------------
Ray C. Davis
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Clifford S. Lewis Director March 25, 1997
- -----------------------------
Clifford S. Lewis
/s/ Don E. Smith Director March 25, 1997
- -----------------------------
Don E. Smith
/s/ Jon P. Stephenson Director March 25, 1997
- -----------------------------
Jon P. Stephenson
/s/ Kelcy L. Warren Director March 25, 1997
- -----------------------------
Kelcy L. Warren
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Description
- ------- -----------
**4.1 Certificate of Incorporation.
**4.2 Amendment to Certificate of Incorporation.
4.3 Bylaws (incorporated herein by reference to Exhibit 3.5 to the
Registrant's Registration Statement on Form S-4 (Registration No. 33-
30686)(the "S-4 Registration Statement")).
4.4 Hawkins Energy Corporation Director Stock Option Plan (incorporated
herein by reference to Exhibit 4.3 to the Registrant's S-4 Registration
Statement).
4.5 Hawkins Energy Corporation 1994 Director Stock Option Plan (incorporated
herein by reference to Exhibit 10.8 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 1994).
**4.6 Hawkins Energy Corporation Director Stock Plan.
**4.7 Form of Agreement used to grant nonqualified stock options under the
Hawkins Energy Corporation 1994 Director Stock Option Plan and Director
Stock Plan.
**4.8 Hawkins Energy Corporation Amended and Restated Employee Stock Option
Plan.
**5 Opinion of Conner & Winters, A Professional Corporation.
**23.1 Consent of Coopers & Lybrand L.L.P.
**23.2 Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5 hereto).
**24 Power of Attorney (included in this Part II).
______________
* Exhibits not included are not applicable.
** Filed herewith.
<PAGE>
EXHIBIT 4.1
CERTIFICATE OF INCORPORATION
OF
HAWKINS ENERGY CORPORATION
----------------------------
FIRST: The name of the corporation is Hawkins Energy Corporation.
SECOND: The address of the corporation's registered office in the State of
Oklahoma is 400 South Boston, Suite 800, Tulsa, Oklahoma 74103. The name of
the corporation's registered agent at such address is John B. Hawkins. The
address of the registered office is not the same as the principal office or
place of business of the corporation in Oklahoma.
THIRD: The purposes of the corporation are to engage in equipment leasing,
oil and gas production and development and in any other lawful act or activity
for which corporations may be organized under the general corporation law of the
State of Oklahoma.
FOURTH: The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 21,000,000; 20,000,000 of which
shall be Common Stock of the par value of $.01 per share (hereinafter called
"Common Stock") and 1,000,000 of which shall be Preferred Stock of the par value
of $1.00 per share (hereinafter called "Preferred Stock"). The powers,
preferences, privileges, voting and other special or relative rights, and the
qualifications, limitations or restrictions thereof, granted to or imposed upon
the shares of Common Stock and Preferred Stock shall be as fixed below:
1. Common Stock
------------
(a) The Common Stock shall not be subject to classification or
reclassification by the Board of Directors, and shall have the rights and
terms hereinafter specified, subject to the terms of any other stock
provided in the charter pursuant to classification or reclassification by
the Board of Directors or otherwise in accordance with law.
(b) Common Stock shall be entitled to one vote per share. No holder
of any Common Stock of this Corporation shall have cumulative voting
rights.
(c) There shall be no preemptive rights in the holders of shares of
Common Stock with respect to subscribing for or purchasing any part of any
new or additional issue or sale or reservation of stock or securities of
any class or kind whatsoever.
(d) Subject to the provisions of law, dividends may be paid on the
Common Stock of the Corporation at such time and in such amounts as the
Board of Directors may deem advisable.
2. Preferred Stock. The Board of Directors of the Corporation shall
---------------
be authorized, without action by the shareholders, to issue such Preferred Stock
from time to time in one or more series. The Board may also fix for each series
the number of shares, designation, liquidation and dividend rights, preferences,
voting rights, redemption rights and any other rights, restrictions and
qualifications or sinking fund provisions.
<PAGE>
(a) The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the
following:
(i) the number of shares constituting that series and the
distinctive designation of that series;
(ii) the dividend rate on the shares of that series, whether
the dividend shall be cumulative, and if so, from which date or dates
and the terms and conditions on which dividends shall be paid;
(iii) whether that series shall have voting rights, in addition
to the voting rights provided by law, and if so, the terms of such
voting rights;
(iv) whether that series shall have conversion privileges, and
if so, the terms and conditions of such conversion, including
provisions for adjustment of the conversion rate in such event as the
Board of Directors shall determine;
(v) whether or not the shares of that series shall be
redeemable, and if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates and the terms of the sinking fund or redemption or
purchase account, if any;
(vi) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up or
merger, consolidation, distribution or sale of the assets of the
Corporation;
(vii) provisions, if any, for the vote or consent of the
holders of a stated percentage of the outstanding shares of Preferred
Stock of such series with respect to changes in the rights,
preferences or limitations of the shares of such series, or the
designation or issuance of series of the Preferred Stock by the Board
of Directors, or the authorization or issuance of other classes or
series of preferred stock; and
(viii) any other relative rights, preferences and limitations of
that series.
(b) Dividends on outstanding shares of Preferred Stock shall be
declared and paid, or set apart for payment, before any dividends shall be
declared and paid or set apart for payment on the shares of Common Stock
with respect to the same dividend period.
(c) No holder of shares of Preferred Stock shall be entitled to any
preemptive rights with respect to subscribing for or purchasing any part of
any new or additional issue or sale or reservation of stock or securities
of any class or kind whatsoever."
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(a) To adopt, amend or repeal the Bylaws of the corporation.
<PAGE>
(b) By a majority of the whole Board of Directors, to designate one
or more committees, each committee to consist of one (1) or more of the
directors of the corporation. The board may designate one (1) or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee,
to the extent provided in the resolution or in the Bylaws of the
corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers
which may require it; provided, however, the Bylaws may provide that in the
absence of disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member.
SIXTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its shareholders or any class of them, any court of equitable
jurisdiction within the State of Oklahoma, on the application in a summary way
of this corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 1106 of Title 18 of the Oklahoma Statutes or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 1100 of Title 18 of the
Oklahoma Statutes may order a meeting of the creditors or class of creditors,
and/or of the shareholders or class of shareholders of this corporation, as the
case may be, to be summoned in such manner as the court directs. If a majority
in number representing three-fourths (3/4ths) in value of the creditors or class
of creditors, and/or of the shareholders or class of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as a consequence of such compromise or arrangement, the
compromise or arrangement and the reorganization shall, if sanctioned by the
court to which the application has been made, be binding on all the creditors or
class of creditors and/or on all the shareholders or class of shareholders of
this corporation, as the case may be, and also on this corporation.
SEVENTH: Meetings of shareholders may be held within or without the State
of Oklahoma, as the Bylaws may provide. The books of the corporation may be
kept (subject to applicable law) inside or outside the State of Oklahoma at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the corporation. Elections of directors need not be by
written ballot unless the Bylaws of the corporation shall so provide.
EIGHTH: To the fullest extent permitted by the Oklahoma General
Corporation Act as the same exists or may hereafter be amended, an officer or
director of this corporation shall not be liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as an officer or
director. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any officer or director of the
corporation for or with respect to any acts or omissions of such officer or
director occurring prior to such amendment or repeal.
NINTH: The name and mailing address of the incorporators are as follows:
<PAGE>
Name Mailing Address
---- ----------------
Clifford S. Lewis 400 S. Boston, Suite 800
Tulsa, OK 74103
Thomas F. Ostrye 400 S. Boston, Suite 800
Tulsa, OK 74103
THE UNDERSIGNED being the incorporators hereinbefore named, for the purpose
of forming a corporation pursuant to the Oklahoma General Corporation Act, makes
this Certificate, hereby declaring and certifying that this is the act and deed
of the undersigned and that the facts herein stated are true, as of this 26th
day of June, 1989.
/s/ Clifford S. Lewis
---------------------
Clifford S. Lewis
/s/ Thomas F. Ostrye
--------------------
Thomas F. Ostrye
Incorporators
<PAGE>
EXHIBIT 4.2
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
HAWKINS ENERGY CORPORATION
TO: THE SECRETARY OF STATE OF OKLAHOMA
State Capitol Building
Oklahoma City, Oklahoma 73105
The undersigned Oklahoma corporation, for the purpose of amending its
Certificate of Incorporation as filed on June 30, 1989, as provided by Section
1077 of the Oklahoma General Corporation Act, hereby certifies:
1. That the name of the corporation is:
HAWKINS ENERGY CORPORATION
2. The name of the corporation has been changed to:
EQUITY COMPRESSION SERVICES CORPORATION
3. The first sentence of Article Fourth of the Certificate of
Incorporation is hereby amended to read as follows:
"The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 41,000,000,
40,000,000 of which shall be Common Stock of the par value of
$.01 per share (hereinafter called 'Common Stock') and 1,000,000
of which shall be Preferred Stock of the par value of $1.00 per
share (hereinafter called 'Preferred Stock')."
4. All other remaining provisions of the Certificate of Incorporation not
amended hereby shall remain unchanged and in full force and effect.
That the Board of Directors, acting by unanimous written consent without a
meeting pursuant to Section 1027 of the Oklahoma General Corporation Act,
approved and adopted the foregoing amendment to the Certificate of Incorporation
of said corporation (the "Amendment"), declaring the Amendment to be advisable
and calling a meeting of the shareholder of said corporation for consideration
thereof.
That thereafter, pursuant to said resolution of the Board of Directors of
said corporation, the shareholders of said corporation, approved and adopted the
proposed Amendment at the meeting thereof held on the 19th day of December,
1996.
SUCH AMENDMENT WAS DULY ADOPTED IN ACCORDANCE WITH 18 O.S. (S) 1077.
<PAGE>
IN WITNESS WHEREOF, said HAWKINS ENERGY CORPORATION, has caused its
corporate seal to be affixed hereto and this Amendment to be signed by its
President and Secretary this 19th day of December, 1996.
HAWKINS ENERGY CORPORATION
ATTEST:
By /s/ Lynwood R. Moore, Jr. By: /s/ Thomas F. Ostrye
--------------------------- -------------------------------
Lynnwood R. Moore, Jr., Thomas F. Ostrye, President
Secretary
<PAGE>
EXHIBIT 4.6
HAWKINS ENERGY CORPORATION
DIRECTOR STOCK PLAN
1. PURPOSE. The purpose of the Hawkins Energy Corporation Director Stock
-------
Plan (the "Plan") is to attract and retain outstanding individuals to serve as
members of the Board of Directors of Hawkins Energy Corporation (the "Company")
and to furnish incentives to such persons by providing such persons
opportunities to acquire shares of the $.01 par value common stock of the
Company ("Common Stock") on terms as herein provided.
2. SHARES RESERVED UNDER THIS PLAN. There is hereby reserved for
-------------------------------
issuance under this Plan an aggregate of 250,000 shares of Common Stock, which
may be newly-issued or treasury shares. If there is a lapse, expiration,
termination or cancellation of any option granted under this Plan without the
issuance of all shares thereunder, all of such unissued shares subject to or
reserved for such option may again be used for new options granted under this
Plan; provided, however, that in no event may the number of shares of Common
Stock issued under this Plan exceed the total number of shares reserved for
issuance hereunder.
3. ELIGIBILITY. Each member of the Board of Directors of the Company
-----------
(the "Board") who is not a salaried officer or employee of the Company (an
"Eligible Director" or "Participant") shall be eligible to participate under
this Plan; provided, however, any Eligible Director may decline any option which
would otherwise be granted hereunder.
4. OPTION GRANTS. Participants under this Plan shall be granted non-
-------------
qualified options to purchase shares of Common Stock as follows:
(a) Base Options. On the day this Plan is approved by the
------------
shareholders of the Company each Eligible Director who at such time does
not own any options to purchase shares of Common Stock and (i) who was at
any time an employee of the Company shall be granted an option entitling
him to purchase 50,000 shares of Common Stock and (ii) who has never been
an employee of the Company shall be granted an option entitling him to
purchase 17,500 shares of Common Stock. Such options are referred to
hereinafter as "Base Options." All of such Base Options shall be fully
vested upon their grant, shall be subject to the limitations set forth in
Section 6 below and shall have an exercise price determined in
accordance with Section 5 below.
(b) Initial Options. On the date each Eligible Director is elected or
---------------
appointed to the Board, each Eligible Director shall be granted an option
(an "Initial Option") entitling him to purchase 10,000 shares of Common
Stock. 3,333 of such Initial Options shall vest on the date of grant, 3,333
shall vest on the first anniversary of such Eligible Director's election or
appointment to the Board and 3,334 shall vest on the second anniversary of
such Eligible Director's election or appointment to the Board. All of such
Initial Options shall be subject to the limitations set forth in Section 6
below and shall have an exercise price determined in accordance with
Section 5 below.
(c) Annual Options. On each anniversary of each Eligible Director's
--------------
election to the Board for the term as a Director which he is currently
serving, each Eligible Director shall be granted an option (an "Annual
Option") entitling him to purchase 5,000 shares of Common Stock. All of
such Annual Options shall be fully vested upon their grant, shall be
<PAGE>
subject to the limitations set forth in Section 6 below and shall have an
exercise price determined in accordance with Section 5 below.
5. OPTION EXERCISE PRICE. Each option granted under this Plan shall be
---------------------
exercisable at an option price per share equal to the Fair Market Value of a
share of Common Stock on the date the option is granted in accordance with
Section 4 above. "Fair Market Value" means the closing price of a share of the
Common Stock on the date as of which Fair Market Value is to be determined,
which closing price shall be the last reported sales price regular way or, in
case no such reported sales took place on such date, the average of the last
reported bid and ask prices regular way, in either case on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or if not listed or admitted to trading on any national securities
exchange, the average of the highest bid and the lowest ask prices quoted on the
Nasdaq Stock Market; provided, however, that if the Common Stock is not
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the prices or quotations referred to above
are not available, Fair Market Value shall be determined in good faith by those
members of the Board who have not been granted or have not accepted options
under this Plan.
6. LIMITATIONS ON EXERCISE. Any option granted under this Plan may be
-----------------------
exercised (in accordance with Section 7 below), in whole or in part, from time
to time after the date granted, subject to the following limitations:
(a) No option granted hereunder may be exercised before the expiration
of six months after the date such option was granted. Upon the expiration
of such six-month period, each option may be exercised for all of the total
shares covered by the vested portion of such option or any portion thereof.
(b) Subject to Section 10 below and to the limitations of Section 6(a)
above, any option granted under this Plan (or any unexercised portion
thereof) may not be exercised:
(i) more than twelve months after termination of any Eligible
Director's service as a member of the Board for any reason other
than death or disability (as defined below), and then only to the
extent that the Eligible Director could have exercised such option
on the date his service terminated in accordance with Section 6(a)
above;
<PAGE>
(ii) more than twelve months after the death of an Eligible
Director, if such death occurs while serving as a member of the
Board or during the ninety day period referred to in
subparagraph (i) hereof (and then only to the extent that the
Eligible Director could have exercised such option on the date
of death in accordance with Section 6(a) above);
(iii) more than twelve months after the disability of an Eligible
Director (an Eligible Director shall be considered disabled if
he is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period
of not less than 12 months), if such disability occurs while
serving as a member of the Board or during the ninety day
period referred to in subparagraph (i) hereof (and then only to
the extent that the Eligible Director could have exercised such
option at the time he is determined to be disabled in
accordance with Section 6(a) above);
provided, however, that no option granted hereunder may be exercised more
than 40 years from the date the option is granted.
7. METHOD AND TIME OF EXERCISE; DELIVERY OF CERTIFICATES. Any option
-----------------------------------------------------
granted under this Plan (a) may only be exercised to purchase a minimum of 100
shares at any one time (b) shall be deemed exercised on the date written notice
of the intent to exercise all or part of such option is received by the
President of the Company at the Company's corporate headquarters and (c) shall
provide that payment of the exercise price for the number of shares as to which
the option is being exercised shall, at the Eligible Director's election, be by
cash and in full on the date of exercise, by delivery of shares of Common Stock
held by the Eligible Director for at least six months and having a Fair Market
Value (as defined in Section 5 above)equal to the full amount of the exercise
price, by the withholding by the Company from the shares of Common Stock
issuable upon any exercise of the option that number of shares having a Fair
Market Value equal to such exercise price pursuant to a written election
delivered by the Eligible Director to the Committee at least six months prior to
the date of exercise, or by a combination of such methods. An Eligible Director
shall have no interest in any shares covered by any option granted under this
Plan until certificates for such shares are issued and any shares surrendered in
payment pursuant to this section shall be deemed outstanding until new
certificates representing the shares purchased on the exercise of any option are
issued.
8. TAX WITHHOLDING. Upon the exercise of an option requiring tax
---------------
withholding, the Eligible Director will be required to pay to the Company for
remittance to the appropriate taxing authorities an amount necessary to satisfy
the Eligible Director's portion of federal, state and local taxes, if any,
incurred by reason of the exercise of an option. In lieu of delivering cash to
satisfy such withholding obligation, the Eligible Director may elect to have
shares of Common Stock withheld from the shares deliverable upon such exercise
if such election is delivered to the Committee in writing either (i) at least
six months prior to the date the amount of the tax to be withheld is determined
(the "Tax Date") or (ii) prior to the Tax Date and in any ten business day
period beginning on the third business day following the release of the
Company's quarterly or annual summary statement of sales and earnings. The
number of shares so withheld shall have an aggregate Fair Market Value on the
date of exercise sufficient to satisfy the applicable tax withholding
requirements.
<PAGE>
9. NONTRANSFERABILITY. Any option granted under this Plan shall not be
------------------
transferable other than by will or the laws of descent and distribution, and
shall be exercisable during the Eligible Director's lifetime only by the
Eligible Director or the Eligible Director's guardian or legal representative.
If a Eligible Director dies during the option period, any option granted to such
Eligible Director may be exercised by his estate or the person to whom the
option passes by will or the laws of descent and distribution, but only to the
extent that the Eligible Director could have exercised such option on the date
of death in accordance with Section 6 above.
10. OTHER PROVISIONS; SECURITIES REGISTRATION. The grant of any option
-----------------------------------------
under this Plan may also be subject to such other provisions as counsel to the
Company deems appropriate, including, without limitation, provisions imposing
restrictions on resale or other disposition of the Common Stock issuable upon
exercise of any option and such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements. The Company
shall not be required to issue or deliver any certificate for Common Stock
purchased upon the exercise of any option granted under this Plan prior to the
admission of such shares to listing on any stock exchange on which Common Stock
at that time may be listed. If, at any time during the period any option
granted under this Plan is outstanding, the Company shall be advised by its
counsel that the shares deliverable upon an exercise of such option are required
to be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities law, or that delivery of such shares must be
accompanied or preceded by a prospectus meeting the requirements of the
Securities Act, the Company will use its best efforts to effect such
registration or provide such prospectus not later than a reasonable time
following each exercise of such option, but delivery of shares by the Company
may be deferred until such registration is effected or such prospectus is
available.
All certificates for Common Stock delivered under the terms of this Plan
shall be subject to such stop-transfer orders and other restrictions as counsel
to the Company may deem advisable under federal or state securities laws, rules
and regulations thereunder, and the rules of any stock exchange on which Common
Stock may be listed. The Company may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions or any
other restrictions or limitations that may be applicable to such shares.
11. TERM OF PLAN. No option shall be issued under this Plan more than
------------
fifteen (15) years after the date of its approval by the shareholders of the
Company.
12. ADJUSTMENTS. In the event of a merger, consolidation, reorganization,
-----------
recapitalization, stock split or stock dividend, or a combination or
reclassification of shares, the number of shares of Common Stock reserved under
this Plan, the number of shares covered by outstanding options and the exercise
prices of outstanding options shall be adjusted proportionately. The number of
shares so adjusted shall be rounded to the nearest whole number. No fractional
shares shall be issued.
13. NOTICE OF ADJUSTMENT. Upon the occurrence of each event for which an
--------------------
adjustment with respect to an outstanding option has been made as provided in
Section 12 above, the Company shall mail forthwith to each Eligible Director a
copy of its computation of such adjustment which shall be conclusive and binding
upon each such Eligible Director.
14. AMENDMENT AND TERMINATION OF PLAN. The Board may amend this Plan from
---------------------------------
time to time or terminate this Plan at any time, but no such action shall reduce
the number of any Eligible Director's options then outstanding or adversely
change the terms and conditions thereof without the Eligible Director's consent.
However, notwithstanding the foregoing, except for adjustments
<PAGE>
expressly provided for herein, no amendment may (i) materially increase the
benefits accruing to Eligible Directors; (ii) materially increase the total
number of shares which may be issued under this Plan; or (iii) materially modify
the requirements as to eligibility for participation in this Plan, and this Plan
may not be amended more frequently than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended (the
"Code"), or the rules thereunder, and no amendment shall be adopted which would
result in any Eligible Director losing his status as a "disinterested"
administrator under Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3")
with respect to any employee benefit plan of the Company or result in this Plan
losing its status as a protected plan under Rule 16b-3.
15. GOVERNMENT REGULATIONS. The Company's obligation to sell and deliver
----------------------
shares under options granted under this Plan is subject to the requirements of
any governmental authority with jurisdiction over the authorization, issuance or
sale of such shares.
16. NOTICE. Any written notice to the Company required or permitted by
------
any of the provisions of this Plan shall be addressed to the President of the
Company at the principal offices of the Company and shall become effective only
when it is received by the office of such President. Any written notice to a
Eligible Director required or permitted by any of the provisions of this Plan
shall be addressed to such Eligible Director at his address as reflected in the
records of the Company and shall become effective only when it is received by
such Eligible Director.
17. UNFUNDED PLAN. Insofar as it provides for grants of options to
-------------
acquire shares of Common Stock in the future, this Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to Eligible
Directors who are entitled to Common Stock under this Plan, any such accounts
shall be used merely as a bookkeeping convenience. The Company shall not be
required to segregate any assets that may at any time be represented by Common
Stock purchasable under this Plan, and this Plan shall not be construed as
providing for such segregation. Neither the Company nor the Board shall be
deemed to be a trustee of any Common Stock purchasable under this Plan. Any
liability of the Company to a Eligible Director with respect to a grant under
this Plan shall be based solely upon any contractual obligations that may be
created by this Plan and any option agreement; no such obligation of the Company
shall be deemed to be secured by any pledge or other encumbrance on any property
of the Company. Neither the Company nor the Board shall be required to give any
security or bond for the performance of any obligation that may be created by
this Plan.
18. GENERAL PROVISIONS.
------------------
(a) Governing Law. The validity, interpretation, construction and
-------------
effect of this Plan and any rules and regulations relating to this Plan, to
the extent not otherwise governed by the Code, the Securities Act or the
Exchange Act, shall be governed by the laws of the State of Oklahoma
(without regard to the conflicts of law rules thereof).
(b) Severability. If any provision of this Plan is or becomes or is
------------
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify this Plan or any option under any law deemed applicable by the
Company, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in
the determination of the Company, materially altering the intent of this
Plan, it shall be deleted and the remainder of this Plan shall remain in
full force and effect; provided, however, that, unless otherwise determined
by the Company, the provisions shall not be construed or deemed amended or
deleted with respect to any Eligible Director whose
<PAGE>
rights and obligations under this Plan are not subject to the law of such
jurisdiction or the law deemed applicable by the Company.
<PAGE>
EXHIBIT 4.7
Optionee:
Shares:
Date:
NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER THE HAWKINS ENERGY CORPORATION
DIRECTOR STOCK PLAN
-------------------
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of ____, 19__, by and between Hawkins Energy Corporation, an
Oklahoma corporation ("Hawkins"), and the below named individual ("Optionee").
R E C I T A L S
- - - - - - - -
A. Optionee is a director of Hawkins.
B. Hawkins desires to provide to Optionee a means for Optionee to acquire
a proprietary interest in Hawkins.
NOW, THEREFORE, in consideration of the presently existing relationship
between Hawkins and Optionee, and in order to provide a means for Optionee to
acquire a proprietary interest in Hawkins, it is agreed between Hawkins and
Optionee as follows:
1. Defined Terms. As used herein, the following terms shall have the
-------------
following meanings:
(a) "Plan" shall mean the Hawkins Energy Corporation Director Stock
Plan, including any amendments thereto.
(b) "Optionee" shall mean _____________.
(c) "Option Shares" shall mean _______ shares of the Common Stock of
Hawkins, par value $0.01 per share.
(d) "Expiration Date" shall mean ____, 20__.
Terms used herein and not defined herein shall have the meanings ascribed to
them in the Plan.
2. Option Grant. Hawkins hereby grants to Optionee, subject to the terms
------------
hereof and the terms of the Plan, the right and option to purchase all or any
part of the Option Shares on or before the Expiration Date (the "Option");
provided, however, that the Option may only be exercised
<PAGE>
to purchase a minimum of 100 Option Shares at any one time. No exercise as to a
portion of the Option Shares shall preclude a later exercise or exercises as to
additional portions. The Option shall be exercisable only (a) as provided in
paragraph 3(b) hereof, (b) until the earlier of the Expiration Date or twelve
months after the termination of Optionee's service as a director of Hawkins, and
(c) in the event of disability (for purposes of this Agreement, Optionee shall
be considered disabled if he/she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months) or death during
Optionee's service as a director of Hawkins, until the earlier of the Expiration
Date or twelve months after the commencement of Optionee's disability or
Optionee's death.
3. Terms and Conditions of the Option. The Option shall be subject to
----------------------------------
the following terms and conditions:
(a) Exercise Price. The price to be paid for each of the Option
--------------
Shares with respect to which the Option is exercised, shall be $_____ (the
"Exercise Price").
(b) Exercise of Option. The Option shall be exercisable as specified
------------------
herein and in the Plan. This Option may not be exercised until after six
months after the date of its grant. Payment of the Exercise Price for the
number of shares as to which the Option is being exercised shall be (i) by
cash or check and in full on the date of exercise, (ii) through the
delivery of shares of Common Stock held by Optionee for at least six months
and having a Fair Market Value (as defined in the Plan) equal to the full
amount of the Exercise Price, (iii) by the withholding by Hawkins from the
shares of Common Stock issuable upon any exercise of the option that number
of shares having a Fair Market Value equal to such exercise price pursuant
to a written election delivered to the Committee at least six months prior
to the date of exercise, or (iv) by a combination of such methods. The
Option shall not be exercisable with respect to fractions of a share.
(c) Notice of Exercise. Each exercise of the Option shall be by
------------------
written notice to the President of Hawkins. Each such notice shall state
the number of Option Shares with respect to which the Option is being
exercised and shall specify a date, not less than five nor more than ten
days after the date of such notice, as the date on which the shares will be
delivered and payment made therefor at the principal offices of Hawkins.
If any law or regulation requires Hawkins to take any action with respect
to the shares specified in such notice, then the date for delivery of such
shares against payment therefor shall be extended for the period necessary
to take such action. In the event of any failure to pay for the number of
shares specified in such notice on the date set forth therein, subject to
such date being extended as provided above, the Option shall terminate with
respect to such number of shares, but shall continue with respect to the
remaining shares covered by this Agreement and not yet acquired by exercise
of the Option or any portion thereof.
(d) Investment Representation. If shares of stock issued pursuant to
-------------------------
exercise of the Option have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), Optionee agrees to represent and
warrant in writing at the time of any exercise of the Option or any portion
thereof that the Option Shares are being purchased only for investment and
without any present intention to sell or distribute such shares, and
further agrees that shares so acquired may be appropriately legended and
will be sold or transferred only in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC") or any
applicable law, regulation, or rule of any governmental agency.
<PAGE>
(e) Taxes. Optionee shall pay all original issue or transfer taxes
-----
and all other fees and expenses incident to the issue, transfer, or
delivery of Option Shares.
(f) Nonassignability. The Option shall be exercisable during
----------------
Optionee's lifetime only by Optionee, and shall not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of, in whole
or in part, voluntarily or involuntarily, any such assignment, transfer,
pledge, hypothecation, sale or other disposition being void and of no
effect; provided, however, that the Option shall be transferable by will or
the laws of descent and distribution.
(g) No Rights Until Issue. No right to vote or receive dividends or
---------------------
any other rights as a stockholder of Hawkins shall exist with respect to
the Option Shares, notwithstanding the exercise of the Option, until the
issuance to the Optionee of a stock certificate or certificates
representing such shares.
(h) Anti-dilution. In the event of a merger, consolidation,
-------------
reorganization, recapitalization, stock dividend, stock split (other than
the Stock Split) or other change in the corporate structure or
capitalization of Hawkins, the number of Option Shares and the exercise
price shall be subject to appropriate adjustments as described in the Plan.
The Option is also subject to, and, by accepting and executing this Agreement,
Optionee agrees to be bound by, all of the terms, provisions, limitations and
conditions of the Plan.
4. The Plan. Optionee acknowledges receipt of a copy of the Plan and
--------
represents that he/she is familiar with the terms and provisions thereof and
hereby accepts the Option subject to all such terms and provisions.
5. Transferability of Shares of Common Stock. In the event a
-----------------------------------------
registration statement with respect to the issuance of Option Shares to Optionee
upon the exercise of the Option or any portion thereof is not in effect at the
time of such issuance of Option Shares by Hawkins, at the time of the proposed
transfer of Option Shares, Optionee shall not offer, sell, hypothecate, transfer
or otherwise dispose of any of the Option Shares issued pursuant to the exercise
of the Option or any portion thereof unless either (a) a registration statement
with respect to such Option Shares is then in effect under the Securities Act,
and any applicable state securities laws, and such offer, sale, transfer or
other disposition is accompanied by a prospectus relating to such registration
statement and meeting the requirements of the Securities Act; or (b) counsel
satisfactory to Hawkins renders an opinion in writing, addressed to Hawkins and
acceptable to Hawkins and its counsel, to the effect that, in the opinion of
such counsel, such proposed offer, sale, transfer or other disposition of such
Option Shares is exempt from the provisions of Section 5 of the Securities Act
and the applicable state securities laws in view of the circumstances of such
proposed offer, sale, transfer or other disposition.
6. Binding Agreement. This Agreement shall be binding upon and shall
-----------------
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, trustees, successors and assigns.
EXECUTED as of the day and year first above written.
"Hawkins"
<PAGE>
Hawkins Energy Corporation
By:__________________________________
Name:_____________________________
Title:____________________________
"Optionee"
_____________________________________
Name:________________________________
<PAGE>
EXHIBIT 4.8
AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN
This Stock Option Plan was approved by the Board of Directors and
shareholders of Hawkins Energy Corporation (the "Company") on August 8, 1989.
The amendments to and restatement of this Plan were approved by the Board of
Directors of the Company at a special meeting held March 27, 1996, and at the
annual meeting of the shareholders of the Company held May 29, 1996.
1. Purpose: The purpose of this Plan is to provide a means whereby
-------
selected key officers and employees of the Company and its subsidiaries may be
given an opportunity to purchase stock in the Company pursuant to option grants.
Options granted under this Plan are intended to be options which do not meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended.
It is believed that the options provided for herein will assist the Company in
developing strong top management and in attracting and retaining able key
employees.
2. Administration. The Plan shall be administered by a committee (the
--------------
"Human Resources Committee") of the Board of Directors. The Human Resources
Committee shall construe and interpret the Plan and establish and amend rules
and regulations for its administration. Any determination by the Human Resources
Committee shall be final and binding upon all persons. The Human Resources
Committee will determine which key officers and employees of the Company and its
subsidiaries shall be granted options under this Plan and the number of shares
for which an option or options shall be granted to such key officers and
employees. Options granted under the Plan shall be evidenced by option
agreements in either the form attached hereto as "Exhibit 1", or in such other
form having such other terms and provisions as the Human Resources Committee
shall determine. All such option agreements shall comply with and be subject to
the terms and conditions of the Plan.
<PAGE>
No member of the Board of Directors shall be liable for any action or
determinations made in good faith with respect to the Plan or any option granted
under it.
Notwithstanding anything in this Section 2 to the contrary, this Plan
shall be administered, as to those directors, officers and key employees of the
Company who are otherwise eligible to receive Options pursuant to Section 3
hereof and who are subject to the limitations of Section 16(b) of the Securities
Exchange Act of 1934, as amended, ("Insiders") by a Special Stock Plan Committee
(the "Special Committee") consisting of not less than two members of the Board
of Directors each of whom shall be a "disinterested person" within the meaning
of applicable rules and regulations promulgated by the SEC. The Special
Committee shall be appointed, governed, indemnified and authorized as is the
Human Resources Committee hereinabove described. However, the Special Committee
shall have absolute discretion as to all matters concerning Insiders. The term
"Committee," as used herein, shall refer to the Human Resources Committee or the
Special Stock Plan Committee as the context requires.
3. Number of Shares and Eligible Persons: Options may be granted from
-------------------------------------
time to time under this Plan to such key officers and employees of the Company
and its subsidiaries as are selected by the Committee. A person who is granted
options hereunder is referred to hereinafter as an "Optionee". The aggregate
number of shares initially available for issuance upon the exercise of options
granted under the Plan is 130,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"). Such number of shares available for
option grants under this Plan shall be increased automatically without further
action by the Board of Directors or shareholders of the Company to that number
which, when added to the number of shares subject to options granted under this
and any other option plan(s) of the Company, equals eight percent (8%) of the
number of outstanding shares of Common Stock at such time(s) after February 28,
1990 as the Company issues additional shares of its Common Stock (excluding for
purposes of determining the number of
<PAGE>
available option shares and the time(s) of such automatic increases all shares
of Common Stock issued pursuant to the exercise of options granted under this
Plan). An Optionee may hold more than one option hereunder, but only on the
terms and subject to the restrictions set forth in this Plan. The shares issued
hereunder may consist either of shares of the Company's authorized but
previously unissued Common Stock or treasury shares. In the event any option for
any reason ceases to be exercisable in whole or in part, the shares covered
thereby, not previously purchased, shall again become available for the granting
of options hereunder. In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, "split-up" or other change in the corporate
structure or capitalization of the Company, the number of shares and the
exercise price of shares subject to options then outstanding and the aggregate
number of shares for which options may be granted hereunder shall be subject to
appropriate adjustments.
4. Option Price: The purchase price of the Common Stock under each
------------
option shall be determined by the Committee but in any case may not be less
than the Fair Market Value, as such term is defined in Paragraph 5 of this
Plan, of a share of the Common Stock at the time of the grant of an option.
5. Certain Provisions of Options: Each option shall be subject to the
-----------------------------
general provisions of the Plan and shall:
(a) Not be exercisable after the expiration of forty years from the
date on which such option is granted.
(b) Provide that payment of the exercise price for the number of
shares as to which the option is being exercised shall, at the Optionee's
election, be by cash and in full on the date of exercise, by delivery of
shares of Common Stock held by the Optionee for at least six months and
having a Fair Market Value equal to the full amount of the exercise price,
by the withholding by the Company from the shares of Common Stock issuable
upon
<PAGE>
any exercise of the option that number of shares having a Fair Market Value
equal to such exercise price pursuant to a written election delivered to
the Committee at least six months prior to the date of exercise, or by a
combination of such methods, and further provide that (i) the Optionee will
be required to pay the Company an amount necessary to satisfy federal,
state and local income taxes incurred by the Optionee by reason of the
exercise of an option or (ii) shares of Common Stock having a Fair Market
Value on the date of payment of such taxes equal to the amount of such
taxes may be withheld by the Company at the Optionee's written election so
long as such election is delivered to the Committee either (i) at least six
months prior to the date the amount of tax to be withheld is determined
(the "Tax Date") or (ii) prior to the Tax Date and in any ten business day
period beginning on the third business day following the release of the
Company's quarterly or annual summary statement of sales and earnings. As
used herein, "Fair Market Value" shall mean the closing price of a share of
the Common Stock on the date as of which Fair Market Value is to be
determined, which closing price shall be the last reported sales price
regular way or, in case no such reported sales took place on such date, the
average of the last reported bid and asked prices regular way, in either
case on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if not listed or admitted to
trading on any national securities exchange, the average of the highest bid
and the lowest asked prices quoted on NASDAQ; provided, however, that if
the Common Stock is not traded in such manner that the prices or quotations
referred to above are available, or if a majority of the members of the
Committee in their sole discretion, shall determine that, because of the
occurrence of events relating to the Company or its Common Stock, such
closing price does not properly reflect the fair market value of a share of
the Common Stock, Fair Market Value shall be
<PAGE>
determined in good faith by the Committee (and the determination of the
Committee shall be binding and conclusive).
(c) Provide that the Committee may elect to cancel the option at any
time due to serious actions of the Optionee deemed inimical to the best
interests of the Company.
(d) Be exercisable only (i) during such time as the Optionee remains
in the employ of the Company or a subsidiary of the foregoing, (ii) within
one year after termination of employment other than in accordance with the
normal retirement policies of the Company, unless the Committee elects to
cancel such option because of actions of the terminated employee deemed
inimical to the best interests of the Company, or (iii) in the event of
death, or disability (an Optionee shall be considered disabled if he is
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months) during employment, or the
Optionee's retirement in accordance with the normal retirement policies of
the Company, within one year from the date of such death, disability or
retirement; provided, however, that in no event shall an option be
exercisable after expiration thereof under subsection 5(a) above and, in
the event of termination, death, disability or retirement, such option
shall be exercisable only with respect to the portion thereof accrued to
the date of such termination, death, disability or retirement, whichever is
earlier.
(e) Become exercisable in five equal annual installments, with the
first installment accruing on the anniversary of the date of grant and with
each successive installment accruing on the successive anniversary of the
grant, or other date specified by the Committee, with accumulation
privileges, unless the Committee shall specify otherwise at the time of the
grant.
<PAGE>
(f) Be exercisable, in accordance with all the provisions of the Plan
and from time to time at the written election of the Optionee. The written
election shall specify the number of such shares as to which the option is
being exercised, which number shall not exceed the number of unexercised
shares then remaining under the terms of the option.
(g) Provide that, as a condition to the exercise of any portion of an
option, the Company may require the Optionee to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares, if in the opinion of counsel for the Company such a representation
is required under the Securities Act of 1933, as amended, or any applicable
law, regulation or rule of any governmental agency.
(h) Not be exercisable with respect to fractions of a share.
(i) Except as set forth in this subparagraphs 5(i), (i) no Option or
any other benefit under this Plan shall be transferable or assignable
otherwise than by will or the laws of descent and distribution, and (ii) no
Option shall be exercisable during the lifetime of the person to whom it
was granted except by such person or such person's guardian or legal
representative. An Optionee may assign his or her rights in Options to one
or more members of his or her immediate family (spouse, children and
parents) or to one or more trusts of which the only beneficiaries are the
Optionee or members of his or her immediate family and the Optionee's
assignees shall be entitled to exercise such Optionee's rights if, at the
time of such assignment, such Optionee is not an Insider (provided, that
this restriction shall be eliminated if so permitted under the rules
promulgated by the SEC under Section 16 of the Securities Exchange Act of
1934, as amended, and the Committee approves in writing and in advance the
assignment proposed by such Optionee.
<PAGE>
(j) Provide that no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to optioned shares,
notwithstanding the exercise of an option, until the issuance of the stock
certificates for such shares to the Optionee.
6. Changes in the Plan: The Board of Directors may terminate this Plan
-------------------
at any time and may amend this Plan from time to time in such respects as the
Board may deem advisable, except that it may not:
(a) Change the maximum period within which an option may be
exercised; provided, however, that if the Company shall become a party to
any merger or consolidation or shall sell or agree to sell all or
substantially all of its assets, the Company's Board of Directors may amend
the Plan to provide as follows :
(i) That on the closing date of such sale or merger, all options
held by Optionees of the Company which are not then
exercisable shall become exercisable; and
(ii) That after the expiration of a reasonable period of time, as
fixed by the Board of Directors, subsequent to the said
closing date, all option rights of Optionees under this Plan
shall terminate.
(b) Change the number of shares subject to the Plan.
Except as provided in Sections 5(c) and 6(a) above, no amendment or
termination of the Plan shall, without the Optionee's written consent, alter or
impair any of the rights or obligations under any option theretofore granted
such Optionee under the Plan.
7. Date of Plan: The date of this Plan and the date on which it shall
------------
become effective is August 8, 1989, being the date of its approval by the
Company's Board of Directors and shareholders.
<PAGE>
8. Registration and Reservation of Shares: The Company, during the term
--------------------------------------
of this Plan, shall at all times reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan. Inability of the Company to obtain from any regulatory body, having
jurisdiction, such authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares of Common Stock hereunder shall
release the Company of any liability in respect of non-issuance or sale of
Common Stock as to which such requisite authority shall not have been obtained.
9. Awards Conditioned on Surrender of Outstanding Options: The Committee
------------------------------------------------------
may, in its discretion, make grants of options under the Plan which are
conditioned upon the relinquishment by the Optionee of such options previously
granted under the Plan or under any other option or compensation plan of the
Company or a subsidiary of the Company as the Committee may specify.
10. Non-Exclusivity of Plan: Neither the adoption of the Plan by the
-----------------------
Board of Directors, nor the submission of the Plan to the shareholders of the
Company for approval, shall be construed as creating any limitation on the power
of the Board of Directors to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.
11. Duration of the Plan: This Plan shall terminate when all options
--------------------
available for grant under this Plan shall have been granted and exercised,
cancelled or lapsed.
<PAGE>
IN WITNESS WHEREOF this Amended and Restated Employee Stock Option Plan has
been adopted by the Board of Directors on the day and year first above written.
HAWKINS ENERGY CORPORATION
ATTEST:
/s/Clifford S. Lewis By /s/ Thomas F. Ostrye
- ----------------------- ------------------------
Secretary President
[SEAL]
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]
March 25, 1997
Board of Directors
Equity Compression Services Corporation
20 East 5th Street, Suite 1500
Tulsa, Oklahoma 74103
Gentlemen:
We have served as special counsel to Equity Compression Services
Corporation, an Oklahoma corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration of an aggregate of 1,838,213 shares
of the Company's Common Stock, par value $.01 per share (the "Shares"), to be
issued to certain of the Company's employees and directors upon their exercise
of options granted pursuant to the terms of the Company's Employee Stock Option
Plan, Director Stock Option Plan, 1994 Stock Option Plan and Director Stock Plan
(collectively, the "Plans"). The Registration Statement is to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and Regulation S-T promulgated thereunder on or about March 21, 1997.
In our capacity as special counsel to the Company, we have familiarized
ourselves with the Certificate of Incorporation and Bylaws of the Company, each
as amended to date, and other corporate records, and have examined such
statutes, regulations, certificates of public officials and other instruments
and documents as we deemed necessary as a basis for the opinions hereinafter
expressed.
Based on the foregoing and upon such legal considerations as we deem
relevant, we are of the opinion that the Shares have been duly and validly
authorized and will, when issued and paid for upon exercise in accordance with
the terms of the Plans and authorized forms of agreement thereunder, be legally
issued, fully paid and nonassessable.
<PAGE>
March 25, 1997
Page 2
We are members of the Oklahoma Bar and, for purposes of this opinion, do
not hold ourselves out as experts on, nor are we in rendering our opinion herein
passing on, any matter of the laws of any jurisdiction other than the laws of
the United States and the State of Oklahoma.
We hereby consent to the inclusion of this opinion as an exhibit to the
above-described Registration Statement.
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Equity Compression Services Corporation (formerly Hawkins Energy Corporation,
the "Company") on Form S-8 of our report dated March 25, 1996, on our audits of
the consolidated financial statements of the Company as of December 31, 1995 and
1994, and for the years ended December 31, 1995, 1994 and 1993, which report is
included in the Annual Report on Form 10-KSB.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1997
