<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996
REGISTRATION NO._______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
NATIONAL ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4925 GREENVILLE AVENUE, SUITE 1400 58-1922764
(State or other jurisdiction of DALLAS, TEXAS 75206 (I.R.S. Employer
incorporation or organization) (Address of principal executive offices) Identification No.)
</TABLE>
ALEXANDER ENERGY CORPORATION
1986 INCENTIVE STOCK OPTION PLAN, AS AMENDED
ALEXANDER ENERGY CORPORATION 1993 STOCK OPTION PLAN
(Full title of the plans)
MILES D. BENDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NATIONAL ENERGY GROUP, INC.
4925 GREENVILLE AVENUE, SUITE 1400
DALLAS, TEXAS 75206
(214) 692-9211
(Name, address and telephone number of agent for service)
COPIES TO:
STRASBURGER & PRICE, L.L.P.
901 MAIN STREET, SUITE 4300
DALLAS, TEXAS 75202
(214) 651-4300
ATTN: MIKE JOPLIN, ESQ.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (1)(2) FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 134,887 shares $2.25 $303,097.19 $104.52
========================================================================================================================
</TABLE>
(1) This Registration Statement also includes an indeterminate number of
additional shares that may become issuable pursuant to the anti-dilution
adjustment provisions of the plans.
(2) Estimated solely for purposes of computing the amount of the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended. The registration fee calculation is based on the weighted
average option price per share for 134,887 shares presently subject to
options granted under the plans.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of
filing of such documents with the Securities and Exchange Commission (the
"Commission"):
(a) Prospectus of the Registrant dated August 9, 1996 filed by the
Registrant with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"),
Registration No. 333-9045.
(b) Quarterly Report on Form 10-Q of the Registrant for the quarter ended
June 30, 1996.
(c) Current Reports on Form 8-K and Form 8-K/A No. 1 of the Registrant
dated August 29, 1996 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(d) The description of the Common Stock, $.01 par value per share (the
"Common Stock"), of the Registrant contained in Item 1 of the
Registration Statement on Form 8-A dated April 5, 1991 filed pursuant
to Section 12(g) of the Exchange Act (Registration No. 0-19136),
including all amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in any document 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 modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened,
pending or completed legal proceedings in which he is involved by reason of the
fact that he is or was a director or officer of the Registrant if he acted in
good faith and in a manner that he reasonably believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe that his conduct
was unlawful. In each case, such indemnity shall be to the fullest extent
authorized by the Delaware Corporation Law, as amended, to the extent such
amendment permits the Registrant to provide broader indemnification rights. If
the legal proceeding, however, is by or in the right of the Registrant, the
director or officer may not be indemnified in respect of any claim, issue
2
<PAGE> 3
or matter as to which he shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the Registrant unless a court
determines otherwise.
Article Eighth of the Certificate of Incorporation of the Registrant, a
copy of which is filed as Exhibit 4.1 to this Registration Statement, provides
that no Director of the Registrant shall be personally liable to the Registrant
or its shareholders for monetary damages for any breach of fiduciary duty as a
Director except for liability (1) for any breach of duty of loyalty to the
Registrant or its shareholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the Delaware Corporation Law, or (4) for any transaction from
which the Director derived an improper personal benefit. In addition, Article
Ninth of the Certificate of Incorporation and Section 7.4 of the Bylaws of the
Registrant, a copy of which is filed as Exhibit 4.2 hereto, require the
Registrant to indemnify to the fullest extent authorized by law any person made
or threatened to be made a party to any action, suit or proceeding, whether
criminal, civil, administrative, or investigative, by reason of the fact that
such person or such person's testator or intestate is or was a director,
officer, employee or agent of the Registrant or serves or served at the request
of the Registrant any other enterprise as a director, officer, employee or
agent.
The Registrant has agreed to indemnify the officers and directors of the
Registrant against any and all damages to which such indemnified individuals
may become subject, pursuant to any securities, corporate or other laws, which
damages arise in connection with this Registration Statement or any amendment
thereto, or from the inaccuracy or omission of any information in connection
with this Registration Statement. In the event that the foregoing indemnity is
unavailable or insufficient, then the indemnifying party shall contribute to
amounts paid or payable by the indemnified party in respect to the damages of
the indemnified party in such proportion as is appropriate to reflect the
relative fault of the indemnified and indemnifying parties.
Pursuant to section 1.03 of the Agreement and Plan of Merger, dated June
6, 1996, among the Registrant, NEG-OK, Inc. ("NEG-OK") and Alexander Energy
Corporation ("Alexander"), the Registrant agreed to assume and be liable for
all of the obligations of Alexander under Alexander's Certificate of
Incorporation and Bylaws as in effect immediately prior to the effective time
of the merger (the "Effective Time") relating to the indemnification of persons
who are directors or officers of Alexander immediately prior to the Effective
Time, with the intent that such officers and directors, including those
Alexander officers and directors who will become officers or directors of the
Registrant immediately after the Effective Time, be as fully indemnified after
the Effective Time for acts or omissions prior thereto as they were prior to
the merger.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant, which includes
the Certificate of Incorporation of the Registrant filed with
the Secretary of State of Delaware on November 20, 1990(1),
the Certificate of Elimination of the Redeemable Convertible
Preferred Stock, Series A of the Registrant, filed with the
office of the Secretary of State of the State of Delaware on
June 2, 1994(2), the Certificate of Amendment of Certificate
of Incorporation of the Registrant(2), the Certificate of
Designations of the Registrant of 10% Cumulative Convertible
Preferred Stock, Series B(3), the Certificate of Designations
of the Registrant of 10-1/2% Cumulative Convertible Preferred
Stock, Series C(4), the Certificate of Designations of the
Registrant of Convertible Preferred Stock, Series D(2), and
the Certificate of Designations of the Registrant of
Convertible Preferred Stock, Series E(2)
4.2 Bylaws of the Registrant(5)
4.3 Specimen Common Stock Certificate(6)
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C>
4.4 Alexander Energy Corporation 1986 Incentive Stock Option Plan,
as amended(8)
4.5 Alexander Energy Corporation 1993 Stock Option Plan(9)
5.1 Opinion of Strasburger & Price, L.L.P.(7)
23.1 Consent of Ernst & Young LLP(7)
23.2 Consent of Ernst & Young LLP(7)
23.3 Consent of Coopers & Lybrand L.L.P.(7)
23.4 Consent of Strasburger & Price, L.L.P. (included in Exhibit
5.1 to this Registration Statement).
24.1 Power of Attorney (contained on Signature Page of this
Registration Statement).
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (No. 33-38331), dated April 23, 1991.
(2) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated August 29, 1996.
(3) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated June 17, 1994.
(4) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated July 17, 1995.
(5) Incorporated by reference to the Registrant's Registration Statement
on Form S-4, (No. 33-38331), dated April 23, 1991.
(6) Incorporated by reference to the Registrant's Current Report on Form
8-K/A No. 1, dated August 29, 1996.
(7) Filed herewith.
(8) Incorporated by reference to Alexander's Registration Statement (No.
33-20425), dated March 22, 1988.
(9) Incorporated by reference to Alexander's Proxy Statement for the 1993
Annual Meeting of Stockholders.
ITEM 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 arising
after the effective date of this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
4
<PAGE> 5
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this 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.
(b) The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) 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 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 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.
5
<PAGE> 6
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 Dallas, State of Texas, on September 27, 1996.
NATIONAL ENERGY GROUP, INC.
By: /s/ Miles D. Bender
-----------------------------------
Miles D. Bender
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by or on behalf of the following persons
in the capacities and on the dates indicated. Each person whose signature
appears below hereby authorizes Miles D. Bender to file one or more Amendments,
including Post-Effective Amendments, to this Registration Statement, which
Amendments may make such changes as Miles D. Bender deems appropriate, and each
person whose signature appears below, individually and in each capacity stated
below, hereby appoints Miles D. Bender as Attorney-in-Fact to execute in his
name and on his behalf any such Amendment to this Registration Statement:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
By: /s/ Miles D. Bender President, September 27, 1996
----------------------------------- Chief Executive Officer
Miles D. Bender and Director
By: /s/ Robert A. Imel Chief Financial Officer September 27, 1996
-----------------------------------
Robert A. Imel
By: /s/ Melissa H. Rutledge Controller and September 27, 1996
----------------------------------- Chief Accounting Officer
Melissa H. Rutledge
By: /s/ George B. McCullough Chairman of the Board September 27, 1996
----------------------------------- and Director
George B. McCullough
By: /s/ Norman C. Miller Chairman, Executive September 27, 1996
----------------------------------- Committee and Director
Norman C. Miller
By: /s/ Robert H. Kite Director September 27, 1996
-----------------------------------
Robert H. Kite
By: /s/ George N. McDonald Director September 27, 1996
-----------------------------------
George N. McDonald
By: /s/ Robert V. Sinnott Director September 27, 1996
-----------------------------------
Robert V. Sinnott
By: /s/ Elwood W. Schafer Director September 27, 1996
-----------------------------------
Elwood W. Schafer
By: /s/ Bob G. Alexander Director September 27, 1996
-----------------------------------
Bob G. Alexander
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
By: /s/ Jim L. David Director September 27, 1996
-----------------------------------
Jim L. David
By: /s/ Robert A. West Director September 27, 1996
-----------------------------------
Robert A. West
By: Director September ___, 1996
-----------------------------------
Robert J. Mitchell
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Registrant, which includes the
Certificate of Incorporation of the Registrant filed with the
Secretary of State of Delaware on November 20, 1990(1), the Certificate
of Elimination of the Redeemable Convertible Preferred Stock, Series A
of the Registrant, filed with the office of the Secretary of State of
the State of Delaware on June 2, 1994(2), the Certificate of Amendment
of Certificate of Incorporation of the Registrant(2), the Certificate
of Designations of the Registrant of 10% Cumulative Convertible
Preferred Stock, Series B(3), the Certificate of Designations of the
Registrant of 10-1/2% Cumulative Convertible Preferred Stock, Series C
(4), the Certificate of Designations of the Registrant of Convertible
Preferred Stock, Series D(2), and the Certificate of Designations of
the Registrant of Convertible Preferred Stock, Series E(2)
4.2 Bylaws of the Registrant(5)
4.3 Specimen Common Stock Certificate(6)
4.4 Alexander Energy Corporation 1986 Incentive Stock Option Plan, as
amended(8)
4.5 Alexander Energy Corporation 1993 Stock Option Plan(9)
5.1 Opinion of Strasburger & Price, L.L.P.(7)
23.1 Consent of Ernst & Young LLP(7)
23.2 Consent of Ernst & Young LLP(7)
23.3 Consent of Coopers & Lybrand L.L.P.(7)
23.4 Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to
this Registration Statement).
24.1 Power of Attorney (contained on Signature Page of this Registration
Statement).
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (No. 33-38331), dated April 23, 1991.
(2) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated August 29, 1996.
(3) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated June 17, 1994.
(4) Incorporated by reference to the Registrant's Current Report on Form
8-K, dated July 17, 1995.
(5) Incorporated by reference to the Registrant's Registration Statement
on Form S-4, (No. 33-38331), dated April 23, 1991.
(6) Incorporated by reference to the Registrant's Current Report on Form
8-K/A No. 1, dated August 29, 1996.
(7) Filed herewith.
(8) Incorporated by reference to Alexander's Registration Statement (No.
33-20425), dated March 22, 1988.
(9) Incorporated by reference to Alexander's Proxy Statement for the 1993
Annual Meeting of Stockholders.
<PAGE> 1
EXHIBIT 5.1
[STRASBURGER & PRICE, L.L.P. LETTERHEAD]
September 27, 1996
National Energy Group, Inc.
4925 Greenville Avenue
Suite 1400
Dallas, Texas 75206
Gentlemen:
We have acted as counsel for National Energy Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 134,887 shares of
Common Stock, $.01 par value per share (the "Shares"), of the Company to be
offered upon the terms and subject to the conditions set forth in the Alexander
Energy Corporation 1986 Incentive Stock Option Plan, as amended (the "1986
Plan"), and the Alexander Energy Corporation 1993 Stock Option Plan (the "1993
Plan"; together with the 1986 Plan, the "Plans"). At your request, this
opinion is being furnished to the Company for filing as Exhibit 5.1 to the
Registration Statement referred to below.
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, the Plans, records of relevant corporate proceedings with respect to
the offering of the Shares and such other documents and instruments as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. We have also reviewed the Registration Statement on Form S-8 to be
filed by the Company with the Securities and Exchange Commission with respect
to the Shares (the "Registration Statement").
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 solely on the foregoing, we are of the opinion that the Shares
being registered pursuant to the Registration Statement, when paid for and
issued in accordance with the terms of the Plans, will be legally issued, fully
paid and non-assessable shares of Common Stock of the Company.
The opinions set forth above are limited exclusively to the General
Corporation Law of the State of Delaware.
<PAGE> 2
National Energy Group, Inc.
September 27, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
By giving the foregoing consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
STRASBURGER & PRICE, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of National Energy Group, Inc. pertaining to the Alexander Energy
Corporation 1986 Incentive Stock Option Plan, as amended, and the Alexander
Energy Corporation 1993 Stock Option Plan of our report dated March 27, 1996
with respect to the financial statements of National Energy Group, Inc. and our
reports dated September 12, 1995 with respect to the statements of operating
revenues and direct operating expenses of the Mustang Island Interest, the Oak
Hill Interest and the Enron Interest included in the Prospectus of National
Energy Group, Inc. dated August 9, 1996 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Dallas, Texas
September 24, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of National Energy Group, Inc. pertaining to the Alexander Energy
Corporation 1986 Incentive Stock Option Plan, as amended, and the Alexander
Energy Corporation 1993 Stock Option Plan of our report dated March 30, 1996,
except Notes 4 and 13 for which the date is May 10, 1996 with respect to the
consolidated financial statements of Alexander Energy Corporation, incorporated
by reference in the Current Report on Form 8-K dated August 29, 1996 of
National Energy Group, Inc. filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
September 24, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
National Energy Group, Inc. on form S-8 (File No. _________) pertaining to the
Alexander Energy Corporation 1993 Stock Option Plan and the 1986 Incentive Stock
Option Plan as amended, of our report, which includes an explanatory paragraph
relating to the Company's adoption of different methods of accounting for its
oil and gas properties and income taxes, dated February 22, 1994, on our audit
of the consolidated financial statements of American Natural Energy Corporation
and Subsidiaries (the "Company") for the year ended December 31, 1993, which
report is included in the Registration Statement on Form S-4 (File No. 333-9045)
of National Energy Group, Inc.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND, L.L.P.
Tulsa, Oklahoma
September 25, 1996
