<PAGE>
As filed with the Securities and Exchange Commission on November __, 1996
Registration No. 33-40344
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO.2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WESTERN GAS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1127613
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
12200 N. PECOS STREET
DENVER, COLORADO 80234
(303) 452-5603
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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JOHN C. WALTER
EXECUTIVE VICE PRESIDENT
WESTERN GAS RESOURCES, INC.
12200 N. PECOS STREET
DENVER, COLORADO 80234
(303) 452-5603
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to registered Proposed Maximum Proposed Maximum Amount of
to be registered Offering Price Aggregate Offering Registration Fee
Per Share (1) Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 25,000 shares $5.40 $135,000.00 $45.00
value $.10 per share
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Covers 25,000 shares of Common Stock for which options with an exercise price of $5.40 per share are currently outstanding.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation by Reference.
The contents of Form S-8 Registration Statement No. 33-40344 are incorporated
herein by reference.
Item 8. Exhibits.
The following exhibits are filed as part of this Post-Effective Amendment to
Registration Statement.
Exhibit Number Description
-------------- -----------
5.1 Opinion of John C. Walter, as to the legality
of the securities offered hereby.
23.1 Consent of John C. Walter (included as part of
Exhibit 5.1 hereto, Opinion of John C. Walter.
25.1 Powers of Attorney (filed as Exhibit 25.1 to the
Registrant's Registration Statement on Form S-8
Registration No. 33-40344 and incorporated herein by
reference).
99.1 First Amendment to Western Gas Resources, Inc.
Employees' Common Stock Option Plan.
<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 Post-Effective Registration Statement to be signed in its behalf by
the undersigned, thereunto duly authorized, in the City of Denver, State
of Colorado, on November 18, 1996.
WESTERN GAS RESOURCES, INC.
By: /s/ Brion G. Wise
---------------------------------
Brion G. Wise, Chairman of the
Board and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ BRION G. WISE
___________________________ Director, Chairman of the Board November 18, 1996
Brion G. Wise and Chief Executive Officer
(Principal Executive Officer)
___________________________ Director November __, 1996
Bill M. Sanderson
/S/ WALTER L. STONEHOCKER
___________________________ Director November 18, 1996
Walter L. Stonehocker
/s/ DEAN PHILLIPS* Director November 18, 1996
___________________________
Dean Phillips
/s/ WARD SAUVAGE* Director November 18, 1996
___________________________
Ward Sauvage
/s/ RICHARD B. ROBINSON* Director November 18, 1996
___________________________
Richard B. Robinson
/s/ JAMES A. SENTY* Director November 18, 1996
___________________________
James A. Senty
___________________________ Director November __, 1996
Joseph Reid
/S/ WILLIAM J. KRYSIAK
___________________________ Vice President - Finance November 18, 1996
William J. Krysiak (principal Financial and
Accounting Officer)
*By: /S/ JOHN C. WALTER
______________________
John C. Walter
Attorney-in-fact pursuant to a
power of attorney filed as an
exhibit to this Registration
Statement
</TABLE>
<PAGE>
November 18, 1996
Western Gas Resources, Inc.
12200 North Pecos Street
Denver, Colorado 80234
Gentlemen:
I am the general counsel for Western Gas Resources, Inc., a Delaware
corporation (the "Corporation"). This opinion is being rendered in connection
with the registration on Form S-8 (the "Registration Statement") of 25,000
shares of the Corporation's common stock, par value $0.10 per share (the "Common
Stock"), to be issued pursuant to options granted under the Corporation's
Employees' Common Stock Option Plan (the "Plan").
I have examined the originals or copies certified or otherwise authenticated
to my satisfaction of such corporate records of the Corporation, certificates of
public officials and of officers of the Corporation and other agreements,
instruments and documents as I have deemed necessary as a basis for the opinions
contained herein. I have also participated in the preparation of the
Registration Statement.
On the basis of the foregoing and the assumptions hereinafter set forth, and
in reliance thereon, I advise you that, in my opinion:
1. The Corporation has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to the Plan have
been duly authorized by the Corporation and, when issued and sold by the
Corporation in accordance with the provisions of the Plan, will have been
validly issued and will be fully paid and non-assessable.
I am a member of the Bar of the State of Colorado only and do not purport to
be expert on the laws of any other state or jurisdiction other than the State of
Colorado and the United States. Insofar as opinions herein expressed relate to
matters governed by Delaware law, I have relied solely upon a reading of the
applicable statutes and records of the Corporation and certificates of public
officials. I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
John C. Walter, Esq.
<PAGE>
Exhibit 99.1
FIRST AMENDMENT TO
WESTERN GAS RESOURCES, INC.
EMPLOYEES' COMMON STOCK OPTION PLAN
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THIS FIRST AMENDMENT (the "Amendment") to The WESTERN GAS RESOURCES, INC.
EMPLOYEES' COMMON STOCK OPTION PLAN (the "Original Plan"), is hereby adopted by
the Board of Directors of Western Gas Resources, Inc. (the "Company"), effective
as of February 24, 1994.
1. Section 5 of the Original Plan is hereby deleted in its entirety and
replaced, in lieu thereof, with the following:
"5. Common Stock Subject to Plan. The total number of shares of
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Common Stock which may be issued pursuant to the Plan is
455,000 shares of Common Stock."
2. The effective date of this Amendment is February 24, 1994.
