As filed with the Securities and Exchange Commission on July 26, 1999
REGISTRATION NO. 333-
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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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THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State or other (I.R.S Employer
jurisdiction of Identification No.)
incorporation
or organization)
15995 N. BARKER'S LANDING,
SUITE 300 77079
HOUSTON, TEXAS
(Address of Principal (Zip Code)
Executive Offices)
TEXAS MERIDIAN RESOURCES CORPORATION 1997 LONG-TERM INCENTIVE PLAN
TEXAS MERIDIAN RESOURCES CORPORATION DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
JOSEPH A. REEVES, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE MERIDIAN RESOURCE CORPORATION
15995 N. BARKER'S LANDING, SUITE 300
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(281) 558-8080
(Telephone number, including area code, of agent for service)
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With Copy to:
CHARLES L. STRAUSS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 4,140,932 3.625 $15,010,878 $4,173.03
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(1) Of the shares of common stock, $.01 par value ("Common Stock") registered
hereby, 3,840,932 shares are additional securities of the same class as the
securities for which the Registration Statement on Form S-8 (Reg. No.
333-40009) relating to the Texas Meridian Resources Corporation 1997
Long-Term Incentive Plan is effective and 300,000 shares are additional
securities of the same class as the securities for which the Registration
Statement on Form S-8 (Registration No. 33-86788) relating to the Texas
Meridian Resource Corporation Director Stock Option Plan is effective. Also
includes an equal number of associated rights pursuant to the Shareholder
Rights Agreement dated May 5, 1999 between the Company and American Stock
Transfer & Trust Company. Also includes an indeterminate number of shares
and rights to be issued pursuant to the anti-dilution provisions of such
plans and agreements.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
average of the high and low sales prices of a share of the Common Stock as
reported by the New York Stock Exchange, Inc. on July 22, 1999.
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<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
INCORPORATION OF DOCUMENTS BY REFERENCE
The Meridian Resource Corporation, a Texas corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
contents of the Company's Registration Statement No. 333-40009 and the contents
of the Company's Registration Statement No.33-86788.
EXHIBITS.
4.1 -- Texas Meridian Resources Corporation 1997 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997).
4.2 -- Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive Plan
(incorporated by reference to the Registrant's Registration
Statement on Form S-8, for The Meridian Resource Corporation
Geoscientist Well Bonus Plan and The Meridian Resource
Corporation TMR Employee Trust Well Bonus Plan, which was
filed with the SEC on the date hereof.)
4.3 -- The Meridian Resource Corporation Directors' Stock Option Plan
(incorporated by reference to Exhibit 10.5 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1991, as amended by the Company's Form 8 filed March 4, 1993).
4.4 -- Amendment No. 1 to Director Stock Option Plan (incorporated by
reference to the Registrant's Registration Statement on Form
S-8, for The Meridian Resource Corporation Geoscientist Well
Bonus Plan and The Meridian Resource Corporation TMR Employee
Trust Well Bonus Plan, which was filed with the SEC on the
date hereof.)
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of The Meridian Resource Corporation.
*23.3 -- Consent of Ryder Scott Petroleum Company.
*23.4 -- Consent of T.J. Smith & Company
24.1 -- Powers of Attorney (included on page II-5 of this Registration
Statement).
* Filed herewith.
II-1
<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 Houston, State of Texas, on July 23, 1999.
THE MERIDIAN RESOURCE CORPORATION
By: /S/ JOSEPH A. REEVES, JR.
Joseph A. Reeves, Jr.
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph A. Reeves, Jr. and Michael J. Mayell, and
each of them, either one of whom may act without joinder of the other, 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 any or all amendments (including post-effective amendments)
to this Registration Statement, 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, 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, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
SIGNATURE TITLE DATE
/S/ JOSEPH A. REEVES, JR. Chief Executive Officer July 23, 1999
Joseph A. Reeves, Jr. (Principal Executive Officer)
Director and Chairman of the Board
/S/ MICHAEL J. MAYELL President and Director July 23, 1999
Michael J. Mayell
/S/ P. RICHARD GESSINGER Executive Vice President July 23, 1999
P. Richard Gessinger (Chief Financial Officer)
/S/ LLOYD V. DELANO Vice President-Director of Accounting July 23, 1999
Lloyd V. DeLano (Chief Accounting Officer)
_________________________ Director July __, 1999
Paul Ching
_________________________ Director July __, 1999
E. L. Henry
II-2
<PAGE>
/S/ JOE E. KARES Director July 23, 1999
Joe E. Kares
/S/ JAMES T. BOND Director July 23, 1999
James T. Bond
/S/ GARY A. MESSERSMITH Director July 23, 1999
Gary A. Messersmith
_________________________ Director July __, 1999
Jack A. Prizzi
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
4.1 -- Texas Meridian Resources Corporation 1997 Long-Term
Incentive Plan (incorporated by reference to Exhibit
10.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997).
4.2 -- Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
Plan (incorporated by reference to the Registrant's
Registration Statement on Form S-8, for The Meridian
Resource Corporation Geoscientist Well Bonus Plan and The
Meridian Resource Corporation TMR Employee Trust Well Bonus
Plan, which was filed with the SEC on the date hereof.)
4.3 -- The Meridian Resource Corporation Directors' Stock Option
Plan (incorporated by reference to Exhibit 10.5 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991, as amended by the Company's Form 8
filed March 4, 1993).
4.4 -- Amendment No. 1 to Director Stock Option Plan (incorporated
by reference to the Registrant's Registration Statement on
Form S-8, for The Meridian Resource Corporation Geoscientist
Well Bonus Plan and The Meridian Resource Corporation TMR
Employee Trust Well Bonus Plan, which was filed with the SEC
on the date hereof.)
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of The Meridian Resource Corporation.
*23.3 -- Consent of Ryder Scott Petroleum Company.
*23.4 -- Consent of T.J. Smith & Company
24.1 -- Powers of Attorney (included on page II-5 of this
Registration Statement).
* Filed herewith.
II-4
EXHIBIT 5.1
[Fulbright & Jaworski L.L.P. Letterhead]
July 23, 1999
The Meridian Resource Corporation
15995 N. Barker's Landing, Suite 300
Houston, Texas 77079
Ladies and Gentlemen:
We have acted as counsel to The Meridian Resource Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Act") of an aggregate of 4,140,932 shares (the
"Shares") of the Company's common stock, $.01 par value (the "Common Stock"), of
which 3,840,932 shares (the "1977 Shares") are to be offered upon the terms and
subject to the conditions set forth in the Texas Meridian Resources Corporation
1997 Long-Term Incentive Plan, as amended (the "1997 Plan"), and 300,000 shares
(the "Director Shares") are to be offered upon the terms and conditions set
forth in Texas Meridian Resources Corporation Director Stock Option Plan, as
amended (the "Director Plan").
We have examined or considered originals or copies, certified or
otherwise identified to our satisfaction, of the Second Amended and Restated
Articles of Incorporation of the Company, the By-laws of the Company, as
amended, the 1997 Plan, records of relevant corporate proceedings with respect
to the offering of the Shares and such other documents, instruments and
corporate records as we have deemed necessary or appropriate for the expression
of the opinions contained herein. We have also reviewed the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that (i) the 1977 Shares have
been duly and validly authorized for issuance and, when issued in accordance
with the terms of the 1997 Plan, will be duly and validly issued, fully paid and
nonassessable; and (ii) the Director Shares have been duly and validly
authorized for issuance and, when issued in accordance with the terms of the
Director Plan, will be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United
States of America and the Texas Business Corporation Act, and we are expressing
no opinion as to the effect of the laws of any
other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 registering 4,140,932 shares of common stock) pertaining to the Texas
Meridian Resources Corporation 1997 Long-Term Incentive Plan and the Texas
Meridian Resources Corporation Director Stock Option Plan of our report dated
March 17, 1999, with respect to the consolidated financial statements of The
Meridian Resource Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG L.L.P.
Houston, Texas
July 23, 1999
EXHIBIT 23.3
CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS
We hereby consent to the references to our reviews dated January 12, 1996,
February 19, 1997, and February 23, 1998 which were used to prepare the
Estimated Future Reserves Attributable to Certain Leasehold Interests of Texas
Meridian Resources Corporation as December 31, 1995, December 31, 1996 and
December 31, 1997, respectively, and to the reference to Ryder Scott Company
Petroleum Consultants as experts in the field of petroleum engineering, which
were incorporated by reference in your Form S-8 Registration Statement.
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS
Houston, Texas
July 21, 1999
EXHIBIT 23.4
[T.J. SMITH & COMPANY, INC. LETTERHEAD]
CONSENT OF T.J. SMITH & COMPANY, INC.
July 22, 1999
The Meridian Resource corporation
15995 N. Barkers Landing, suite 300
Houston, Texas 77079
Re: Consent of Independent Petroleum Engineers
Gentlemen:
We hereby consent to the references to our reviews dated February
26, 1998, and February 25, 1999, which were used to prepare the Estimated Future
Reserves Attributable to Certain Leasehold Interests of The Meridian Resource
Corporation as of December 31, 1997, and December 31, 1998, respectively, in
your Form S-8 Registration Statement and to the reference to T. J. Smith &
Company, Inc. as experts in the field of petroleum engineering.
Very truly yours,
T. J. Smith & Company, Inc.
By /S/ T. J. SMITH, P.E.
T. J. Smith, P.E.
