As filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 33 - 81416
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8, REGISTRATION NO. 33-81416
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABRAXAS PETROLEUM CORPORATION
(Exact name of issuer as specified in its charter)
NEVADA 74-2584033
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
500 North Loop 1604 East, Suite 100, San Antonio, Texas 78232
(Address of principal executive offices) (Zip Code)
ABRAXAS PETROLEUM CORPORATION 1994 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Robert L. G. Watson
Chairman of the Board, President
and Chief Executive Officer
ABRAXAS PETROLEUM CORPORATION
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232
(210) 490-4788
(Name, address and telephone number,
including area code, of agent for service)
Page 1 of 10 Pages
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
Common Stock, 1,000,000(1) $12.875(1) $12,875,000 $3,892.64 (2)
par value $.01 shares
per share
(1) In accordance with Rule 457(h), computed upon the basis of the prices
reported on NASDAQ on June 27, 1997. This price is used solely for the
purpose of calculating the registration fee.
(2) The Registrant has previously registered an aggregate of 400,000 shares
and has previously paid a registration fee of $1,551.73. Pursuant to
Instrustion E to Form S-8, the additional $2,340.91 registration fee is
paid with respect to the additional 600,000 shares registered hereby.
Page 2 of 10 Pages
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Page 10 of 10 Pages
0163077.01
AMENDMENT
The contents of the earlier Registration Statement on Form S-8,
Registration No. 33-81416, are hereby incorporated by reference.
Item 8. Exhibits.
3.1 Articles of Incorporation of Registrant. (Filed as Exhibit 3.1 to
Form S-4 filed September 7, 1990, Registration Statement No. 33-36565 (the "S-4
Registration Statement")).
3.2 Articles of Amendment to the Articles of Incorporation of
Registrant, dated October 22, 1990. (Filed as Exhibit 3.3 to Amendment No. 1 to
the S-4 Registration Statement).
3.3 Articles of Amendment to the Articles of Incorporation of
Registrant, dated December 18, 1990. (Filed as Exhibit 3.4 to Amendment No. 3 to
the S-4 Registration Statement filed December 20, 1990, Registration Statement
No. 33-36565).
3.4 Agreement and Plan of Merger, dated December 21, 1990 between
Abraxas Petroleum Corporation, a Texas corporation and Registrant filed with the
Nevada Secretary of State. (Filed as Exhibit 10.1 to Form 8-K filed with the
Securities and Exchange Commission on March 15, 1991).
3.5 Certificate of Designation of Registrant's Series 1995-B Preferred
Stock. (Filed as Exhibit 3.6 to Form S-3 filed January 18, 1996, Registration
No. 333-398).
3.6 Articles of Amendment to the Articles of Incorporation of the
Registrant, dated June 8, 1995. (Filed as Exhibit 3.4 to Form S-3 filed January
18, 1996, Registration Statement No. 333-398).
3.7 Amended and Restated Bylaws of the Registrant. (Filed as Exhibit
3.5 to Form S-3 filed January 18, 1996, Registration Statement No. 333-398).
4.1 Specimen Common Stock Certificate of Registrant. (Filed as Exhibit
4.1 to the S-4 Registration Statement).
4.2 Specimen Preferred Stock Certificate of Registrant. (Filed as
Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on March 31,
1995).
4.3 Rights Agreement dated as of December 6, 1994 between Registrant
and First Union National Bank of North Carolina ("FUNB"). (Filed as Exhibit 4.1
to Registrant's Registration Statement on Form 8-A filed on December 6, 1994).
Page 3 of 10 Pages
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4.4 Indenture dated November 14, 1996 by and among Registrant and IBJ
Schroder Bank and Trust Company. (Filed as Exhibit 4.1 to Registrant's Current
Report on Form 8-K dated November 27, 1996).
5.1 Opinion of Cox & Smith Incorporated as to the legality of the
Common Stock being registered (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Cox & Smith Incorporated (found in Exhibit 5.1).
Page 4 of 10 Pages
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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 San Antonio, Texas on July 1, 1997.
ABRAXAS PETROLEUM CORPORATION
By: /s/ Robert L. G. Watson
Robert L.G. Watson,
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Name and Title Date
/s/ Robert L. G. Watson Chairman of the Board, July 1, 1997
Robert L.G. Watson President, Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Chris E. Williford Executive Vice President, July 1, 1997
Chris E. Williford Chief Financial Officer, Treasurer
(Principal Financial and Accounting
Officer) and Director
/s/ Richard M. Kleberg, III Director July 1, 1997
Richard M. Kleberg, III
/s/ James C. Phelps Director July 1, 1997
James C. Phelps
/s/ Paul A. Powell, Jr. Director July 1, 1997
Paul A. Powell, Jr.
/s/ Richard M. Riggs Director July 1, 1997
Richard M. Riggs
Page 5 of 10 Pages
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/s/ Franklin A. Burke Director July 1, 1997
Franklin A. Burke
/s/ Robert D. Gershen Director July 1, 1997
Robert D. Gershen
/s/ Harold D. Carter Director July 1, 1997
Harold D. Carter
Page 6 of 10 Page
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EXHIBIT INDEX
Exhibit No. Description Page
3.1 Articles of Incorporation of Registrant. (Filed as
Exhibit 3.1 to Form S-4 filed September 7, 1990,
Registration Statement No. 33-36565). *
3.2 Articles of Amendment to the Articles of
Incorporation of Registrant, dated October 22, 1990.
(Filed as Exhibit 3.3 to Amendment No. 1 to
Form S-4 filed October 29, 1990, Registration
Statement No. 33-36565). *
3.3 Articles of Amendment to the Articles of
Incorporation of Registrant, dated December 18, 1990.
(Filed as Exhibit 3.4 to Amendment No. 3 to
Form S-4 filed December 20, 1990,
Registration Statement No. 33-36565). *
3.4 Agreement and Plan of Merger, dated December
21, 1990 between Abraxas Petroleum Corporation,
a Texas corporation and Registrant filed with
the Nevada Secretary of State. (Filed as Exhibit 10.1
to Form 8-K filed with the Securities and Exchange
Commission on March 15, 1991). *
3.5 Certificate of Designation of the Registrant's
Series 1995-B Preferred Stock. (Filed as Exhibit
3.6 to Form S-3 filed January 18, 1996,
Registration No. 333-398). *
3.6 Articles of Amendment to the Articles of Incorporation
of the Registrant, dated June 8, 1995. (Filed as
Exhibit 3.4 to Form S-3 filed January 18, 1996,
Registration Statement No. 333-398) *
3.7 Amended and Restated Bylaws of the Registrant.
(Filed as Exhibit 3.5 to Form S-3 filed January 18,
1996, Registration Statement No. 333-398). *
Page 7 of 10 Pages
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4.1 Specimen Common Stock Certificate of Registrant.
(Filed as Exhibit 4.1 to the S-4 Registration Statement). *
4.2 Specimen Preferred Stock Certificate of Registrant.
(Filed as Exhibit 4.2 to the Company's Annual Report
on Form 10-K filed on March 31, 1995). *
4.3 Rights Agreement dated as of December 6, 1994
between Registrant and First Union National Bank
of North Carolina ("FUNB"). (Filed as Exhibit 4.1
to Registrant's Registration Statement on Form 8-A
filed on December 6, 1994). *
4.4 Indenture dated November 14, 1996 by and among
Registrant and IBJ Schroder Bank and Trust Company.
(Filed as Exhibit 4.1 to Registrant's Current Report
on Form 8-K dated November 27, 1996). *
5.1 Opinion of Cox & Smith Incorporated as to
the legality of the Common Stock being
registered (filed herewith). 9
23.1 Consent of Ernst & Young LLP (filed herewith). 10
23.2 Consent of Cox & Smith Incorporated
(found in Exhibit 5.1). *
Page 8 of 10 Pages
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Exhibit 5.1
COX & SMITH
I N C O R P O R A T E D
ATTORNEYS COUNSELORS
112 East Pecan Street
Suite 1800
San Antonio, Texas 78205-1521
(210) 554-5500
Fax (210) 226-8395
Writer's Direct Number Writer's E-Mail Address
(210) 554-5255 [email protected]
July 1, 1997
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 1800
San Antonio, Texas 78232
Re: Registration Statement on Form S-8 for the Abraxas
Petroleum Corporation 1994 Long Term Incentive Plan
Gentlemen:
We have acted as counsel to Abraxas Petroleum Corporation (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of Post-Effective Amendment No. 1 to Registration Statement
No. 33-81416 on Form S-8 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to an aggregate of
1,000,000 shares (the "Shares") of the common stock, par value $.01 per share
("Common Stock"), of the Company. The Shares are issuable pursuant to the
Abraxas Petroleum Corporation 1994 Long Term Incentive Plan (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed herein. In such examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents, instruments, records and certificates submitted to us as copies or
originals.
Based upon the foregoing, we are of the opinion that the Shares will
have been duly authorized and legally issued and will constitute fully paid and
nonassessable shares of Common Stock of the Company when issued in accordance
with the Plan.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, the rules or regulations of the Securities
and Exchange Commission promulgated thereunder or any similar provisions of any
state securities laws or regulations.
Very truly yours,
COX & SMITH INCORPORATED
By: /s/ Steven R. Jacobs
For the Firm
Page 9 of 10 Pages
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post Effective Amendment No.
1 to Registration Statement (Form S-8 No. 33-81416) for the Registration of
1,000,000 shares of common stock dated July 1, 1997 pertaining to the Abraxas
Petroleum Corporation 1994 Long Term Incentive Plan of our report dated March
21, 1997 with respect to the consolidated financial statements of Abraxas
Petroleum Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Antonio, Texas
June 30, 1997
Page 10 of 10 Pages
