As filed with the Securities and Exchange Commission on October 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3036864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-5795
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
1997 PERFORMANCE AND EQUITY INCENTIVE PLAN
(Full title of plan)
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With a copy to:
JAMES M. PICCONE, ESQ. RONALD R. LEVINE, II, ESQ.
GENERAL COUNSEL DAVIS, GRAHAM & STUBBS LLP
1999 BROADWAY, SUITE 3600 370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202 DENVER, COLORADO 80202
(303) 296-3600 (303) 892 -9400
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per share(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par value)(2)... 1,475,000 shares $9.25 $13,643,750 $3,793
=======================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h), based upon the closing price of
the Company's Common Stock on October 27, 1998 as quoted on The New York
Stock Exchange.
(2) Each share of Common Stock includes and is traded with one Series A Junior
Preferred Stock Purchase Right which becomes exercisable only in the event,
subject to certain exceptions, an acquiring party accumulates 15% or more of
the Company's voting stock, or if a third party announces an offer to
acquire 30% or more of the Company's voting stock.
<PAGE>
EXPLANATORY NOTE
This Registration Statement covers the registration of 1,475,000 shares of
Common Stock of HS Resources, Inc., a Delaware corporation (the "Company"),
issuable pursuant to the Company's 1997 Performance and Equity Incentive Plan,
as amended and restated May 20, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by HS Resources, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;
(c) The Company's Current Reports on Form 8-K, as filed with the
Commission on March 2, 1998, June 2, 1998, August 6, 1998, August 13, 1998,
September 3, 1998 and September 15, 1998;
(d) The description of the Company's Common Stock contained in the
Company's Form 10, File No. 000-18886, as filed with the Commission on October
26, 1990;
(e) The description of the Company's Series A Junior Preferred Stock
Purchase Rights contained in the Company's Form 8-A, File No. 1-13152, as filed
with the Commission on March 11, 1996 and amended on March 14, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated by, or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE>
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director, officer, employee or agent in connection with the
threatened, pending or completed actions, suits and proceedings (other than
actions by or in the right of the corporation) in or to which any of such
persons is a party or is threatened to be made a party.
Article 12 of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 2 of the Company's Third Amended and
Restated Bylaws provide that the Company may indemnify its directors, officers,
employees and agents to the fullest extent permitted by Delaware Law.
The Company currently maintains a policy insuring, subject to
certain exceptions, its directors and officers and the directors and officers of
its subsidiaries against liabilities that may be incurred by such persons acting
in such capacities.
Pursuant to indemnification agreements, the Company has agreed to
indemnify its directors and certain officers against all costs, charges and
expenses incurred by reason of being a director or officer of the Company,
provided that indemnification is not prohibited in whole or in part under
applicable law.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS.
4.1* HS Resources, Inc. 1997 Performance and Equity Incentive Plan,
as amended and restated as of May 20, 1998.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Counsel. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Netherland, Sewell and Associates, Inc.
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<PAGE>
24.1 Powers of Attorney. Included on Signature Page.
- -------------------
(*) Filed previously as Exhibit A to the Company's Amended Definitive
Proxy Statement for its Annual Meeting of Stockholders held on May
20, 1998, as filed with the Commission on April 27, 1998.
9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(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; (ii)
to reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any additional or changed material
information on the plan of distribution, provided, however, that paragraphs
A(1)(i) and A(1)(ii) 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
B. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) , is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<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 San Francisco, State of California, on the 29th day
of October, 1998.
HS RESOURCES, INC.
By: /s/ Nicholas J. Sutton
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Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Nicholas J. Sutton, P.
Michael Highum, James E. Duffy and James M. Piccone, or any of them, with full
power to act alone, his true and lawful attorneys-in-fact, with full power of
substitution, and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and 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 full
power and authority to do and perform each and every act and thing requisite and
necessary to be done 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 or
either of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Nicholas J. Sutton Chairman of the Board and Chief October 29, 1998
- --------------------------- Executive Officer (Principal Executive
Nicholas J. Sutton Officer)
/s/ P. Michael Highum President and Director (Principal October 29, 1998
- --------------------------- Executive Officer)
P. Michael Highum
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<PAGE>
/s/ James E. Duffy Vice President-Finance, Chief October 29, 1998
- --------------------------- Financial Officer and Director
James E. Duffy (Principal Financial Officer)
/s/ Annette M. Montoya Vice President - Accounting/HR/OM October 29, 1998
- --------------------------- (Principal Accounting Officer)
Annette M. Montoya
/s/ Kenneth A. Hersh
- --------------------------- Director October 29, 1998
Kenneth A. Hersh
/s/ Michael J. Savage
- --------------------------- Director October 29, 1998
Michael J. Savage
/s/ Philip B. Smith
- --------------------------- Director October 29, 1998
Philip B. Smith
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Counsel. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Netherland, Sewell and Associates, Inc.
24.1 Powers of Attorney. Included on Signature Page.
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EXHIBIT 5.1
October 29, 1998
HS Resources, Inc.
One Maritime Plaza, 15th Floor
San Francisco, California 94111
Re: Sale of Shares of Common Stock Pursuant to
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to HS Resources, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission. The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "1933 Act), of 1,475,000 shares of the
Company's common stock, $.001 par value per share (the "Shares"). Terms used
herein but not defined have the meanings attributed to those terms in the
Registration Statement.
This opinion is delivered pursuant to the requirements of Item 601(b)(5)
of Regulation S-K under the 1933 Act.
In rendering the following opinion, we have examined and relied only upon
the documents specifically described below. In our examination, we have assumed
the genuineness of all signatures, the authenticity, accuracy and completeness
of the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies. Our examination
was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the HS Resources, Inc. 1997 Performance and Equity
Incentive Plan and resolutions of the stockholders of the Company
adopting such plan;
4. Resolutions adopted by the Board of Directors of the Company
authorizing the amendment the HS Resources, Inc. 1997 Performance and
Equity Incentive Plan
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<PAGE>
(the "Amended Plan") and resolutions of the stockholders of the
Company approving the Amended Plan;
5. The Registration Statement, exhibits filed in connection therewith and
incorporated by reference including all documents incorporated therein
by reference; and
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
The following opinions are limited solely to the applicable provisions of
the General Corporation Law of the State of Delaware. While we are not licensed
to practice in the State of Delaware, we have reviewed applicable provisions of
the General Corporation Law of Delaware as we have deemed appropriate in
connection with the provisions expressed herein. Except as described, we have
neither examined nor do we express any opinion with respect to Delaware law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized and when issued and sold as contemplated
by the Registration Statement and subject to the proper execution and delivery
of stock certificates evidencing the Shares, will be legally and validly issued,
fully paid and non-assessable shares of capital stock of the Company; and
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules of the Securities and
Exchange Commission.
Very truly yours,
/s/ Davis, Graham & Stubbs LLP
DAVIS, GRAHAM & STUBBS LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
Denver, Colorado
October 29, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ENGINEERS
Williamson Petroleum Consultants, Inc. (Williamson), hereby consents to the
incorporation by reference to Williamson and our review entitled "Review of Oil
and Gas Reserves and Associated Net Revenues to the Interests of HS Resources,
Inc. in Certain Major-Value Properties in the Rocky Mountain / Gulf Coast Areas
as Prepared by HS Resources, Inc., Effective December 31, 1997, Constant Pricing
Economics, Williamson Project 7.8551" in the HS Resources, Inc. Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
or about October 29, 1998.
/s/Williamson Petroleum Consultants, Inc.
Williamson Petroleum Consultants, Inc.
Houston, Texas
October 29, 1998
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of HS Resources, Inc. ("HSR") and the incorporation by
reference into the foregoing of all references to our firm included in the
Annual Report on Form 10-K of HSR for the year ended December 31, 1997.
Netherland, Sewell & Associates, Inc.
By: /s/ Clarence M. Netherland
----------------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
October 29, 1998
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