As filed with the Securities and Exchange Commission on June 1, 1998
Registration No. 333- _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
500 North Loop 1604 East, Suite 100, San Antonio, Texas 78232
(Address of principal executive offices) (Zip Code)
ABRAXAS PETROLEUM CORPORATION STOCK OPTION AGREEMENT
(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>
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, 2,000 $9.75* $19,500* $6.00
par value $.01 shares
per share
*In accordance with Rule 457(h), computed upon the basis of the prices reported
on NASDAQ on May 29, 1998. This price is used solely for the purpose of
calculating the registration fee.
2
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement, and all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
have been sold or which deregisters any Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in the Registration Statement
and to be a part hereof from the date of filing of such documents.
(a) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed:
1. Annual Report on Form 10-K for the year ended December 31,
1997.
2. Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above:
1. Form 8-K
Filed: January 27, 1998
2. Form 8-K
Filed: February 6, 1998
3. Form 8-K
Filed: March 23, 1998
(c) See "Description of Registrant's Securities to be Registered" in
Registration Statement No. 34-0-19118 on Form 8-A filed on March 28, 1991 and
incorporated herein by reference.
Item 4. Description of Securities.
Not applicable.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation contain a provision that
eliminates the personal monetary liability of directors and officers to the
Registrant and its stockholders for a breach of fiduciary duties to the extent
currently allowed under the Nevada General Corporation Law (the "Nevada
Statute"). If a director or officer were to breach his fiduciary duties, neither
the Registrant nor its stockholders could recover monetary damages, and the only
course of action available to the Registrant's stockholders would be equitable
remedies, such as an action to enjoin or rescind a transaction involving a
breach of fiduciary duty. To the extent certain claims against directors or
officers are limited to equitable remedies, this provision of the Registrant's
Articles of Incorporation may reduce the likelihood of derivative litigation and
may discourage stockholders or management from initiating litigation against
directors or officers for breach of their duty of care. Additionally, equitable
remedies may not be effective in many situations. If a stockholder's only remedy
is to enjoin the completion of the Board of Director's action, this remedy would
be ineffective if the stockholder did not become aware of a transaction or event
until after it had been completed. In such a situation, it is possible that the
stockholders and the Registrant would have no effective remedy against the
directors or officers.
Liability for monetary damages has not been eliminated for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law or payment of an improper dividend in violation of section 78.300 of the
Nevada Statute. The limitation of liability also does not eliminate or limit
director liability arising in connection with causes of action brought under the
Federal securities laws.
The Nevada Statute permits a corporation to indemnify certain persons,
including officers and directors, who are (or are threatened to be made) parties
against all expenses (including attorneys' fees) actually and reasonably
incurred by, or imposed upon, him in connection with the defense by reason of
his being or having been a director or officer if he acted in good faith and in
a manner which he 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 conduct was unlawful, except
where he has been adjudged by a court of competent jurisdiction (and after
exhaustion of all appeals) to be liable for gross negligence or willful
misconduct in the performance of his duty. The Bylaws of the Registrant provide
indemnification to the same extent allowed pursuant to the foregoing provisions
of the Nevada Statute.
4
<PAGE>
Nevada corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The
Registrant currently has a directors' and officers' liability insurance policy
in effect providing $3.0 million in coverage and an additional $1.0 million in
coverage for certain employment related claims.
The Registrant has entered into indemnity agreements with each of its
directors and officers. These agreements provide for indemnification to the
extent permitted by the Nevada Statute.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
**4.1 Specimen Common Stock Certificate of the Registrant. (Filed as
Exhibit 4.1 to the Registrant's S-4 Registration Statement, No. 33-36565).
*5.1 Opinion of Cox & Smith Incorporated.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of DeGolyer & MacNaughton.
*23.3 Consent of McDaniel & Associates Consultants, Ltd.
*23.4 Consent of Cox & Smith Incorporated (included in Exhibit 5.1).
*24.1 Power of Attorney of Harold D. Carter.
*24.2 Power of Attorney of Robert D. Gershen.
*24.3 Power of Attorney of Richard M. Kleberg, III.
*24.4 Power of Attorney of James C. Phelps.
*24.5 Power of Attorney of Paul A. Powell, Jr.
*24.6 Power of Attorney of Richard M. Riggs
* Filed herewith.
** Incorporated by reference to the filing indicated.
5
<PAGE>
Item 9. Undertakings.
The Registrant undertakes the following:
1. To file, during any period in which offers or sales are being made,
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, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (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 the Registration Statement.
2. 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.
3. 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.
The undersigned Registrant hereby 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 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
6
<PAGE>
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 counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
7
<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 San Antonio, Texas on June 1, 1998.
ABRAXAS PETROLEUM CORPORATION
By: /s/ Robert L. G. Watson
Robert L.G. Watson,
Chairman of the Board, President and
Chief Executive Officer
8
<PAGE>
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 date indicated.
Signature Name and Title Date
/s/ Robert L. G. Watson Chairman of the Board, June 1, 1998
- --------------------------- President, Chief Executive Officer
Robert L.G. Watson (Principal Executive Officer)
and Director of the Company
/s/ Chris E. Williford Executive Vice President, June 1, 1998
- --------------------------- Treasurer, Chief Financial
Chris E. Williford Officer and Director (Principal
Financial and Accounting Officer)
of the Company
Director of the Company June 1, 1998
- ---------------------------
Franklin Burke
* Director of the Company June 1, 1998
- ---------------------------
Harold D. Carter
* Director of the Company June 1, 1998
- ---------------------------
Robert D. Gershen
* Director of the Company June 1, 1998
- ---------------------------
Richard M. Kleberg, III
* Director of the Company June 1, 1998
- ---------------------------
James C. Phelps
* Director of the Company June 1, 1998
- ---------------------------
Paul A. Powell, Jr.
* Director of the Company June 1, 1998
- ---------------------------
Richard M. Riggs
By: /s/ Chris E. Williford
Chris E. Williford
Attorney-in-fact
9
<PAGE>
EXHIBIT INDEX
Exhibit No: Exhibit Page Number
5.1 Opinion of Cox & Smith Incorporated
23.1 Consent of Ernst & Young LLP.
23.2 Consent of DeGoyler & MacNaughton
23.3 Consent of McDaniel & Associates Consultants Ltd.
23.4 Consent of Cox & Smith Incorporated (included
in Exhibit 5.1)
24.1 Power of Attorney of Harold D. Carter
24.2 Power of Attorney of Robert D. Gershen
24.3 Power of Attorney of Richard M. Kleberg, III
24.4 Power of Attorney of James C. Phelps
24.5 Power of Attorney of Paul A. Powell, Jr.
24.6 Power of Attorney of Richard M. Riggs
10
<PAGE>
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]
June 1, 1998
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 1800
San Antonio, Texas 78232
Re: Registration Statement on Form S-8
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 a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to an aggregate of 2,000 shares (the "Shares") of common
stock, par value $.01 per share ("Common Stock"), of the Company. The Shares are
issuable pursuant to that certain Stock Option Agreement dated as of March 25,
1998 (the "Option Agreement") by and between the Company and James C. Phelps.
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 Option Agreement.
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
SRJ/cap
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated June 1, 1998 pertaining to that certain Stock Option Agreement dated
as of March 25, 1998 by and between Abraxas Petroleum Corporation and James C.
Phelps of our report dated March 17, 1998 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, 1997, filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Antonio, Texas
June 1, 1998
<PAGE>
EXHIBIT 23.2
June 1, 1998
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232
Gentlemen:
We hereby consent to the incorporation by reference in your
Registration Statement on Form S-8 dated June 1, 1998 of the references to
DeGolyer and MacNaughton of information contained in our "Appraisal Report as of
December 31, 1997 on Certain Interests owned by Abraxas Petroleum Corporation,"
provided, however, that since the crude oil, condensate, natural gas liquids,
and natural gas reserves estimates set forth in this Report have been combined
with reserves estimates of other petroleum consultants, we are necessarily
unable to verify the accuracy of the reserves values contained in the
aforementioned Registration Statement.
Very truly yours,
/s/ DeGOLYER and MacNAUGHTON
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232
Gentlemen:
We consent to the incorporation by reference in your Registration
Statement on Form S-8 dated June 1, 1998 of the references to McDaniel &
Associates Consultants, Ltd. of information contained in our Evaluation Report
"Canadian Abraxas Petroleum Limited Evaluation of Oil & Gas Reserves, as of
December 31, 1997," dated March 6, 1997.
Sincerely,
/s/ McDaniel & Associates Consultants, Ltd.
Calgary, Alberta
June 1, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. G. Watson and Chris Williford, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
Abraxas Petroleum Corporation and any or all amendments (including
post-effective amendments) thereto and to file the same, with all exhibits
thereto, and 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 foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 1, 1998.
/s/ Harold D. Carter
Harold D. Carter
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. G. Watson and Chris Williford, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
Abraxas Petroleum Corporation and any or all amendments (including
post-effective amendments) thereto and to file the same, with all exhibits
thereto, and 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 foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 1, 1998.
/s/ Robert D. Gershen
Robert D. Gershen
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. G. Watson and Chris Williford, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
Abraxas Petroleum Corporation and any or all amendments (including
post-effective amendments) thereto and to file the same, with all exhibits
thereto, and 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 foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 1, 1998.
/s/ Richard M. Kleberg, III
Richard M. Kleberg, III
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. G. Watson and Chris Williford, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
Abraxas Petroleum Corporation and any or all amendments (including
post-effective amendments) thereto and to file the same, with all exhibits
thereto, and 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 foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 1, 1998.
/s/ James C. Phelps
James C. Phelps
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. G. Watson and Chris Williford, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
Abraxas Petroleum Corporation and any or all amendments (including
post-effective amendments) thereto and to file the same, with all exhibits
thereto, and 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 foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 1, 1998.
/s/ Paul A. Powell, Jr.
Paul A. Powell, Jr.
<PAGE>
SECTION 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L. G. Watson and Chris Williford, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
Abraxas Petroleum Corporation and any or all amendments (including
post-effective amendments) thereto and to file the same, with all exhibits
thereto, and 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 foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: June 1, 1998.
/s/ Richard M. Riggs
Richard M. Riggs
