As filed with the Securities and Exchange Commission on January 25, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
-----------------------
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)
1999 NON-COMPENSATORY STOCK PURCHASE PLAN
(Full title of plan)
---------------------------
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)
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
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)..... 500,000 shares $6.375 $3,187,500 $887
================================================================================================================
</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 January 21, 1999 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 500,000 shares of
Common Stock of HS Resources, Inc., a Delaware corporation (the "Company"),
issuable pursuant to the Company's 1999 Non-Compensatory Stock Purchase Plan.
<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, June 30, 1998 and September 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, September 15, 1998, November 17, 1998, December 11, 1998,
December 14, 1998 and January 13, 1999;
(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.
II-1
<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. 1999 Non-Compensatory Stock Purchase Plan.
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.
II-2
<PAGE>
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.
II-3
<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 25th day
of January, 1999.
HS RESOURCES, INC.
By:/S/ NICHOLAS J. SUTTON
--------------------------------------
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 Executive January 25, 1999
- ------------------------------ Officer (Principal Executive Officer)
Nicholas J. Sutton
/S/P. MICHAEL HIGHUM President and Director (Principal Executive January 25, 1999
- ------------------------------ Officer)
P. Michael Highum
/S/JAMES E. DUFFY Vice President-Finance, Chief Financial January 25, 1999
- ------------------------------ Officer and Director (Principal Financial
James E. Duffy Officer)
II-4
<PAGE>
/S/ANNETTE M. MONTOYA Vice President - Accounting/HR/OM January 25, 1999
- ------------------------------ (Principal Accounting Officer)
Annette M. Montoya
/S/KENNETH A. HERSH Director January 25, 1999
- ------------------------------
Kenneth A. Hersh
/S/MICHAEL J. SAVAGE Director January 25, 1999
- ------------------------------
Michael J. Savage
/S/PHILIP B. SMITH Director January 25, 1999
- ------------------------------
Philip B. Smith
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
4.1 HS Resources, Inc. 1999 Non-Compensatory Stock Purchase Plan.
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.
II-6
HS RESOURCES, INC.
1999 NON-COMPENSATORY STOCK PURCHASE PLAN
ARTICLE I
PURPOSE
The purpose of the Plan is to provide Participants, as defined
herein, of HS Resources, Inc. (the "Company") with an opportunity to purchase
Common Stock of the Company in a transaction exempt from Section 16(b) of the
Securities Exchange Act of 1934. Each Participant will be entitled to purchase
shares of Common Stock in amounts subsequently determined by the Committee (as
defined below) at the closing price of the Common Stock at fair market value at
the time the Participant elects to purchase such stock.
ARTICLE II
DEFINITIONS
The following terms, when capitalized, shall have the meanings
specified below unless the context clearly indicates to the contrary.
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Committee" or "Stock Purchase Plan Committee" shall mean the
Compensation Committee as defined in Article III, the members of which shall be
non-employee directors within the meaning of Paragraph (b) (3) of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
2.3 "Committee Member" shall mean any member of the Committee.
2.4 "Common Stock" shall mean the Common Stock, $0.001 par value
per share, of the Company.
2.5 "Company" shall mean HS Resources, Inc., a Delaware
corporation.
2.6 "Effective Date" shall mean the date the Plan is declared
operative by the Board.
2.7 "Participant" shall mean those persons who are officers of
the Company determined to be eligible from time to time in the sole discretion
of the Committee.
2.8 "Plan" shall mean the HS Resources, Inc. 1999
Non-Compensatory Stock Purchase Plan.
2.9 "Plan Year" shall mean each successive twelve-month period
commencing on the Effective Date.
<PAGE>
The masculine gender, whenever used in this Plan, includes the
feminine, the singular includes the plural and the plural includes the singular
unless the context otherwise requires.
ARTICLE III
ADMINISTRATION OF PLAN
3.1 COMMITTEE. The Plan shall be administered by the Committee.
The Committee shall consist of not fewer than two members of the Board to be
appointed by the Board. The Board may from time to time remove members or add
members to the Committee. Vacancies on the Committee, howsoever caused, shall be
filled by the Board. Any power, authority, or decision-making granted to the
Committee under this Plan may also be exercised by the Board. The Committee
shall hold meetings at such times and places as it shall determine. Two members
of the Committee shall constitute a quorum and acts of the Committee at a
meeting at which a quorum is present, or acts approved in writing by all the
members of the Committee shall be the valid acts of the Committee.
3.2. PARTICIPANTS. The Committee may from time to time in its sole
discretion determine which officers of the Company shall be allowed to purchase
Common Stock and the amount that may be purchased by any such officer. The
Committee shall report to the Board all such determinations.
3.3 RULES AND REGULATIONS. The Committee is authorized to
establish such rules and regulations consistent with provisions of the Plan as
it may deem appropriate for the proper administration of the Plan, and to make
such interpretations of and determinations under the Plan, and to take such
steps in connection with the Plan as it may deem necessary or advisable. No
member of the Committee shall be liable for any action or determination made in
good faith, and all members of the Committee shall, in addition to their rights
as directors, be fully protected by the Company with respect to any such action,
determination or interpretation. The determination, interpretations and other
actions of the Committee pursuant to the provisions of the Plan shall be final,
binding and conclusive for all purposes and on all persons.
ARTICLE IV
SHARES
There shall be 500,000 shares of Common Stock reserved under the
Plan, subject to adjustment in accordance with Article IX hereof. The shares of
Common Stock subject to the Plan shall be shares of authorized but unissued
Common Stock or, at the Committee's discretion, shares of Common Stock held in
Treasury.
ARTICLE V
PURCHASE OF AND PAYMENT FOR SHARES
Upon application by any officer of the Company or on the motion of
the Committee, the Committee may determine from time to time whether an officer
is a Participant under this Plan and the number of shares of Common Stock that
the Participant may acquire under this Plan. Any allocation to a Participant
shall expire as to any shares not purchased at the end of a Plan year, or
-2-
<PAGE>
earlier as specified by the Committee. The Committee may at any time in its sole
discretion add or eliminate Participants under the Plan. Any Participant may
purchase all or any portion of the shares of Common Stock authorized to be
issued to him or her by giving a written notice to the Chief Financial Officer
and the Secretary of the Company prior to the expiration of the allocation that
specifies the whole number of shares being purchased. Such notice shall
constitute the binding agreement of the Participant to purchase the number of
shares stated in the notice. The purchase price for such shares shall be the
closing price per share of Common Stock on the New York Stock Exchange on the
trading day of the notice, or the last trading day prior to the notice if it is
not given on a trading day, multiplied by the number of shares specified in the
notice. The Participant shall pay for the shares of Common Stock at the time the
shares are issued to him or her. The Company may, in the discretion of the
appropriate officers of the Company, facilitate the transmittal of certificates
or electronic evidence thereof to a broker-dealer on behalf of the Participant
(or his or her permitted transferee) upon appropriate assurance of prompt
payment. Additionally, the Committee may in its sole discretion authorize the
Company to accept a full recourse promissory note from the Participant for all
or a portion of the purchase price of such shares provided that such note
carries a market rate of interest and such other terms and conditions as the
Committee determines are reasonable and non-compensatory.
ARTICLE VI
ISSUANCE OF SHARES; STOCK CERTIFICATES;
DWAC TRANSACTIONS; EXEMPTION FROM SECTION 16(B)
6.1 DATE OF ISSUANCE. The shares of Common Stock purchased by a
Participant shall, for all purposes, be deemed to have been issued and sold on
the date of the notice given pursuant to Article V. Prior to that time, none of
the rights or privileges of a stockholder of the Company shall exist with
respect to such shares.
6.2 CERTIFICATES OR DWAC TRANSACTIONS. As soon as practicable
after any purchase of shares of Common Stock by a Participant, a certificate
representing the Common Stock purchased pursuant to the Plan will be issued in
the name of the Participant or his or her permitted transferee, or at the
request of the Participant, evidence of such shares shall be transmitted by the
DWAC system to the Participant's (or his or her permitted transferee's)
designated broker-dealer account. With respect to shares of Common Stock
purchased by a Participant, the Participant shall be entitled to vote or to
consent as a stockholder to any action with respect to which other stockholders
of the Company are entitled to vote or give consent. Unless the shares of Common
Stock have been registered under the Securities Act of 1933, as amended, such
shares will be restricted and will bear a legend evidencing such restrictions.
6.3 EXEMPTION. It is intended that every issuance of shares
pursuant to this Plan be exempt from Section 16b of the Exchange Act and to
comply with the applicable provisions of Rule 16b-3 or its successors under the
Exchange Act, and any approval of such issuance by the Committee or the Board
shall be deemed to incorporate the provisions of this Plan, including this
Section 6.3. To the extent any provision of the Plan or action by the Plan
administrators fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
-3-
<PAGE>
ARTICLE VII
TERMINATION OF EMPLOYMENT
In the event of termination of the employment relationship between
a Participant and the Company, for any reason, including death or permanent
disability, the Plan shall terminate automatically as to the shares of Common
Stock that remain unpurchased five (5) days following the date the employment
relationship was terminated.
ARTICLE VIII
RIGHTS TRANSFERABLE
The right of any Participant to purchase shares of Common Stock
under the Plan may be assigned by such Participant to members of his immediate
family, a trust or other legal entity of which the Participant or a member of
his immediate family is a trustee, a beneficiary or a beneficial owner.
Transfers to any other person or entity are prohibited unless approved by the
Committee.
ARTICLE IX
RECAPITALIZATION; EFFECT OF CERTAIN TRANSACTIONS
The aggregate number of shares of Common Stock reserved for
purchase under the Plan as provided in Article IV hereof shall be appropriately
adjusted by the Board to reflect a stock dividend, stock split-up, share
combination, exchange of shares, recapitalization, merger, consolidation,
liquidation or other similar changes or transactions by the Company.
ARTICLE X
TERMINATION AND AMENDMENT OF THE PLAN
The Plan shall continue in effect for ten years from the Effective
Date, unless terminated prior thereto by the Board. The Board shall have the
right to modify, amend or terminate the Plan at any time. Upon the expiration or
termination of the Plan pursuant to this Article, the right of any Participant
to purchase authorized, but unpurchased shares of Common Stock for the Plan Year
in which such expiration or termination occurs, shall cease and terminate
automatically.
ARTICLE XI
INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may
have as directors or officers of the Company, past and current Committee Members
shall be indemnified by the Company against the reasonable expenses, including
attorney's fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan and against all amounts paid
by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjusted in such action, suit or
proceeding that such Committee Member is liable for willful misconduct in the
performance of his duties.
-4-
<PAGE>
ARTICLE XII
REGULATORY MATTERS
12.1 SECURITIES REGULATIONS. The purchase of shares of Common
Stock by Participants pursuant to the Plan, the issuance of Common Stock to the
Participants pursuant to the Plan and the transfer of shares of Common Stock by
Participants acquired pursuant to the Plan shall be subject to compliance with
the requirements of the Securities Act of 1933, as amended, the Exchange Act, as
amended, and the rules and regulations thereunder, the requirements of any stock
exchange upon which the shares of Common Stock may then be listed.
12.2 NYSE LIMITATIONS. The issuance of Common Stock under this
Plan shall comply with Rule 312.03(a)(4) or any successor rule of the New York
Stock Exchange for issuance of such shares without shareholder approval. The
Rule prohibits the issuance of shares under this Plan (or any similar plan or
Company issuance of shares not approved by shareholders) to any one Participant
(or certain persons related to that Participant) in excess of either one percent
of the number of shares of Common Stock or one percent of the voting power
outstanding prior to issuance.
ARTICLE XIII
MISCELLANEOUS
13.1 NO EFFECT ON OTHER BENEFITS. The receipt of benefits under
the Plan shall have no effect on any benefits to which a Participant may be
entitled from the Employer, under another plan or otherwise, or preclude a
Participant from receiving or the Company from granting any such benefits.
13.2 NO EMPLOYMENT RIGHT. The grant of any benefit to any
Participant under this Plan shall not give such Participant any right to be
retained in the employ or service of the Company, and the right and power of the
Company to discharge any such person shall not be affected by such grant.
13.3 NO RIGHTS TO UNGRANTED BENEFITS. No person shall have any
right or claim whatever, directly, indirectly, or by implication, to receive a
benefit, nor any expectancy thereof, unless and until the same shall have been
granted to such person by the Committee as provided herein. The grant of a
benefit shall not create any right or implication that any other or further
benefit may or shall be granted at another time. Each benefit hereunder shall be
separate and distinct from every other grant of a benefit, and shall not be
considered part of any continuing series of such grants. Grants may be made
inconsistently or not at all among eligible Participants.
ARTICLE XIV
CONSTRUCTION
This Plan shall be construed and enforced in accordance with the
laws of the State of Delaware.
[End of Plan]
-5-
January 25, 1999
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 500,000 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. 1999 Non-Compensatory
Stock Purchase Plan; and
4. The Registration Statement, exhibits filed in connection
therewith and incorporated by reference including all
documents incorporated therein by reference.
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.
<PAGE>
HS Resources, Inc.
January 25, 1999
Page 2
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.
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
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
January 21, 1999
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 and 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 January 21, 1999.
/s/Williamson Petroleum Consultants, Inc.
Williamson Petroleum Consultants, Inc.
Houston, Texas
January 20, 1999
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
January 25, 1999
