<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. ___)(1)
PETROQUEST ENERGY, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
716748 10 8
(CUSIP Number)
PETROQUEST ENERGY, INC.
625 E. KALISTE SALOOM RD, SUITE 400
LAFAYETTE, LOUISIANA 70508
(318) 232-7028
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
- --------------
(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 716748 10 8 SCHEDULE 13D PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALFRED J. THOMAS, II
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
N/A (b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(E) N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,339,298
SHARES
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,339,298
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,235,492
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
<PAGE> 3
Page 3 of 6
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement is filed with respect to shares of common stock, par
value $.001 per share (the "Common Stock"), of PetroQuest Energy, Inc. (formerly
Optima Petroleum Corporation and the "Issuer"). The address of the Issuer's
principal executive offices is 625 E. Kaliste Saloom Rd, Suite 400, Lafayette,
Louisiana 70508.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Alfred J. Thomas, II ("Mr.
Thomas").
(b) The business address of Mr. Thomas is 625 E. Kaliste Saloom
Rd, Suite 400, Lafayette, Louisiana 70508.
(c) Mr. Thomas's principal occupation is as chief operating
officer of the Issuer. The Issuer's principal business is oil
and gas exploration and development in Canada and the United
States. The address of the issuer is 625 E. Kaliste Saloom Rd,
Suite 400, Lafayette, Louisiana 70508.
(d) Mr. Thomas has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Thomas has not, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation which respect to such laws.
(f) Mr. Thomas is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 1, 1998, pursuant to a Plan and Agreement of Merger (the
"Merger Agreement") dated as of February 11, 1998 among Optima Petroleum
Corporation, a corporation constituted under the Canadian Business Corporation
Act ("Optima"), Optima Energy (U.S.) Corporation, a Louisiana corporation and
wholly owned subsidiary of the Optima ("Optima US"), Goodson Exploration
Company, a Louisiana corporation ("GEC"), NAB Financial, L.L.C., a Louisiana
limited liability company ("NAB"), Dexco Energy, Inc., a Louisiana corporation
("Dexco"), and American Explorer, L.L.C., a Louisiana limited liability company
("Amex"), Optima consummated a merger ("the Merger") pursuant to which, among
other things, (i) GEC, NAB and Dexco (the "Target Corporations"), which in turn
hold all of the issued and outstanding membership interests in Amex, were merged
with and into Optima US, (ii) an aggregate of 7,335,001 shares of Common Stock
(representing approximately 40.0% of the Issuer's Common Stock as of September
<PAGE> 4
Page 4 of 6
1, 1998) and rights to receive, subject to certain conditions contained within
Certificates of Contingent Interest, an additional 1,667,001 shares of Common
Stock were issued to the owners of the Target Corporations in consideration for
the Merger, (iii) Optima was continued into the State of Delaware and adopted a
new Certificate of Incorporation, (iii) Optima's name was changed to PetroQuest
Energy, Inc. and its principal executive offices were moved to Lafayette,
Louisiana and (iv) the following directors and officers were elected for the
ensuing year. Messrs. Charles T. Goodson, Director, President and Chief
Executive Officer ("Mr. Goodson"); Thomas, Director and Chief Operating Officer;
Ralph J. Daigle, Director and Senior Vice President - Exploration ("Mr.
Daigle"); Robert R. Brooksher, Director, Chief Financial Officer and Secretary
("Mr. Brooksher"); Daniel G. Fournerat, Director; Robert L. Hodgkinson,
Director; and William C. Leuschner, Director and Chairman of the Board.
As a result of the Merger, Mr. Thomas, Janell B. Thomas, Alfred J.
Thomas, III, Blaine A. Thomas and Natalie A. Thomas, who are the shareholders of
NAB, converted all shares of NAB common stock for 1,309,298, 487,778, 256,725,
256,725 and 256,725 shares of the Issuer's Common Stock, respectively and rights
to receive, subject to certain conditions contained within Certificates of
Contingent Interest ("Certificates"), an additional 297,560, 110,856, 58,345,
58,345 and 58,345 shares of the Issuer's Common Stock, respectively. The
Certificates provides that Mr. Thomas, Janell B. Thomas, Alfred J. Thomas, III,
Blaine A. Thomas and Natalie A. Thomas will become the record holders of
297,560, 110,856, 58,345, 58,345 and 58,345 shares of Common Stock,
respectively, if on or before 9/1/01, the Issuer's Common Stock has a Fair
Market Value at or above U.S. $5.00 per share (as adjusted for stock splits,
combinations and other similar corporate events) for a period of 20 consecutive
trading days. A copy of the Certificates for Mr. Thomas and for Janell B.
Thomas have been filed as exhibits pursuant to Item 7 below.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Thomas acquired the Issuer's Common Stock with view to holding a
substantial ownership interest in the Issuer. Although Mr. Thomas does not have
any specific plans or proposals regarding the Issuer in his capacity as a
shareholder, he will continue to evaluate all alternatives with respect to the
Issuer's Common Stock.
Except as stated above, Mr. Thomas does not have any plans or proposals
of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D,
although he reserves the right to do so in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Thomas is the beneficial owner of 2,235,492 shares of
Common Stock which represents 12.2% of the Issuer's Common
Stock as of September 1, 1998. These shares include: (i)
1,309,298 shares of the Common Stock directly held by Mr.
Thomas, (ii) 297,560 shares of Common Stock which may be
directly held by Mr. Thomas pursuant to a Certificate of
Contingent Interest, (iii) 487,778 shares of the Common Stock
directly held by his wife, Janell B. Thomas, (iv) 110,856
shares of Common Stock which may be directly held by his wife,
Janell B. Thomas, pursuant
<PAGE> 5
Page 5 of 6
to a Certificate of Contingent Interest and (v) 30,000 shares
of Common Stock indirectly held by American Explorer, Inc., a
company in which Mr. Thomas has 50% ownership. These shares do
not include: (i) an aggregate of 770,175 shares of the Common
Stock directly held by Alfred J. Thomas, III, Blaine A. Thomas
and Natalie A. Thomas, Mr. Thomas' adult children and (ii) an
aggregate of 175,035 shares of Common Stock which may be
directly held Alfred J. Thomas, III, Blaine A. Thomas and
Natalie A. Thomas, Mr. Thomas' adult children, pursuant to
Certificates of Contingent Interest.
(b) Mr. Thomas has sole voting and dispositive power for 1,339,298
shares of Common Stock. As disclosed in Item 5(a) above, Mr.
Goodson is not the record holder of: (i) 487,778 shares of
Common Stock directly held by his wife, Janell B. Thomas, (ii)
110,856 shares of Common Stock which may be directly held by
his wife, Janell B. Thomas, pursuant to a Certificate of
Contingent Interest (iii) an aggregate of 770,175 shares of
the Common Stock directly held by Alfred J. Thomas, III,
Blaine A. Thomas and Natalie A. Thomas, Mr. Thomas' adult
children, (iv) an aggregate of 175,035 shares of Common Stock
which may be directly held Alfred J. Thomas, III, Blaine A.
Thomas and Natalie A. Thomas, Mr. Thomas' adult children,
pursuant to Certificates of Contingent Interest and (v)
297,560 shares of Common Stock which may be directly held by
Mr. Thomas pursuant to a Certificate of Contingent Interest.
Further, the Certificates are not assignable or transferable
except for transfers to Mr. Brooksher, as disclosed in Item 6
below, and except by the laws of descent and distribution, by
will or by operation of law.
(c) Except as described herein, Mr. Thomas has not engaged in any
transaction involving the Common Stock of the Issuer during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As disclosed in Item 5 above, Mr. Thomas and Janell B. Thomas are
entitled to receive 297,560 and 110,856 shares of Common Stock pursuant to
Certificates of Contingent Interest, if on or before 9/1/01 the Issuer's Common
Stock has a Fair Market Value at or above U.S. $5.00 per share (as adjusted for
stock splits, combinations and other similar corporate events) for a period of
20 consecutive trading days. A copy of these Certificates have been filed as
exhibits pursuant to Item 7 below.
Mr. Brooksher has an oral agreement with Charles T. Goodson, Mr.
Thomas, Janell B. Thomas, Alfred J. Thomas, III, Blaine A. Thomas, Natalie A.
Thomas and Ralph J. Daigle whereby Mr. Brooksher has an option to purchase from
Charles T. Goodson, Mr. Thomas, Janell B. Thomas, Alfred J. Thomas, III, Blaine
A. Thomas, Natalie A. Thomas and Ralph J. Daigle an aggregate of
<PAGE> 6
Page 6 of 6
367,750 shares of the Issuer's Common Stock and rights to receive, subject to
certain conditions contained within Certificates of Contingent Interest, an
additional 83,350 shares of the Issuer's Common Stock. This option will expire
on September 1, 2001.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Certificate of Contingent Interest for Mr. Thomas dated
September 1, 1998.
Exhibit B Certificate of Contingent Interest for Janell B. Thomas dated
September 1, 1998.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 1, 1998
/s/ ALFRED J. THOMAS, II
-----------------------------------
Alfred J. Thomas, II
<PAGE> 7
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
Exhibit A Certificate of Contingent Interest for Mr. Thomas dated
September 1, 1998.
Exhibit B Certificate of Contingent Interest for Janell B. Thomas dated
September 1, 1998.
<PAGE> 1
EXHIBIT A
No. 2
CERTIFICATE OF CONTINGENT INTEREST
IN COMMON STOCK $0.001 PAR VALUE OF
PETROQUEST ENERGY, INC.
ISSUED PURSUANT TO PLAN AND AGREEMENT OF MERGER
DATED AS OF
FEBRUARY 11, 1998,
BY AND AMONG
OPTIMA PETROLEUM CORPORATION,
OPTIMA ENERGY (U.S.) CORPORATION,
GOODSON EXPLORATION COMPANY,
NAB FINANCIAL, L.L.C.,
DEXCO ENERGY, INC. and
AMERICAN EXPLORER, L.L.C.
READ THIS CERTIFICATE CAREFULLY
THIS CERTIFICATE IS NOT
TRANSFERABLE OR ASSIGNABLE EXCEPT AS HEREIN PROVIDED
This is to certify that Alfred J. Thomas, II is the registered holder
of 297,560 Units of Contingent Interest with respect to shares of Common Stock,
$0.001 par value, of PetroQuest Energy, Inc., a Delaware corporation
("PetroQuest Energy, Inc. Common Stock"), issued pursuant to the provisions of
the Plan and Agreement of Merger dated as of February 11, 1998. Each Unit of
Contingent Interest represents the right to receive the number of shares of
PetroQuest Common Stock, if any, that may be distributable upon the terms and
subject to the conditions hereinafter set forth.
PETROQUEST ENERGY, INC.
By: /s/ CHARLES T. GOODSON
-------------------------------------
Name: Charles T. Goodson
-----------------------------------
Title: President and Chief Executive
Officer
----------------------------------
Dated: September 1, 1998
<PAGE> 2
This Certificate is one of the Contingent Interest Certificates for an aggregate
of 1,667,001 Units of Contingent Interest ("Contingent Stock Issue Rights")
issued pursuant to the Plan and Agreement of Merger (the "Merger Agreement")
dated as of February 11, 1998, among Optima Petroleum Corporation, a Delaware
corporation and previously a corporation constituted under the Canadian Business
Corporation Act and whose name has been changed to PetroQuest Energy, Inc.
("PetroQuest"), Optima Energy (U.S.) Corporation, a Louisiana corporation and
wholly-owned subsidiary of PetroQuest and previously a Nevada corporation
("Acquisition Subsidiary"), Goodson Exploration Corporation, a Louisiana
corporation ("Goodson"), NAB Financial, L.L.C., a Louisiana limited liability
company ("NAB"), Dexco Energy, Inc., a Louisiana corporation ("Dexco") (Goodson,
NAP and Dexco collectively referred to herein as the "Target Corporations") and
American Explorer, L.L.C., a Louisiana limited liability company and whose
membership interests are 100% owned by the Target Corporations (the "Operating
Company"), and pursuant to which the Target Corporations were merged (the
"Mergers") with and into Acquisition Subsidiary. The terms and conditions upon
which the registered holder of this Certificate may become entitled to shares of
common stock, $0.001 par value, of Optima ("PetroQuest Common Stock") are set
forth below. Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Merger Agreement.
SECTION 1. RIGHTS TO PETROQUEST COMMON STOCK
Subject to the terms hereof, and subject to the satisfaction of the
conditions provided herein, each Unit of Contingent Stock Issue Rights shall
entitle the holder thereof to receive, and shall automatically be converted into
that number of shares of PetroQuest Common Stock, if any, determined as follows:
(i) if a PetroQuest Triggering Event (as hereinafter defined)
occurs at any time on or before the third anniversary of the date of
issuance of these Contingent Stock Issue Rights (the "Third
Anniversary"), each Unit of Contingent Stock Issue Right shall entitle
the holder thereof to receive one share of PetroQuest Common Stock on
the date the PetroQuest Triggering Event occurs; and
(ii) if a PetroQuest Triggering Event does not occur on or
before the Third Anniversary, then this Contingent Stock Issue Right
shall not entitle the holder to receive any shares of PetroQuest Common
Stock and these Contingent Stock Issue Rights shall terminate and be of
no further force or effect.
For the purposes of this Section 1:
(i) a PetroQuest Triggering Event shall have occurred if the
PetroQuest Common Stock has a Fair Market Value at or above U.S. $5.00
per share (as adjusted for stock splits, combinations and other similar
corporate events) for a period of 20 consecutive trading days; and
2
<PAGE> 3
(ii) the "Fair Market Value" of one share of PetroQuest Common
Stock shall mean, for any trading day, (w) the closing sale price for a
share of PetroQuest Common Stock on such trading day on the Nasdaq
National Market System, or (x) if no sale takes place on such day, the
average of the closing bid and asked prices on the Toronto Stock
Exchange, or (y) if no such sale takes place on either of such
exchanges on such day, the average of the closing bid and asked prices
of a share of PetroQuest Common Stock on such trading day as quoted on
the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or (z) if not quoted on NASDAQ or such exchanges on
such day, the average of the closing bid and asked prices for a share
of PetroQuest Common Stock as quoted on any other recognized stock
exchange on which such shares are then listed.
Upon satisfaction of the conditions specified in Section 1,
the registered holder of this Certificate shall be considered a record
holder of the number of shares of PetroQuest Common Stock specified in
this Section 1. Upon satisfaction of the conditions specified in
Section 1, PetroQuest shall issue to the holder of this Certificate,
upon surrender of this Certificate to PetroQuest or an agent designated
by PetroQuest, that number of shares of PetroQuest Common Stock
issuable upon conversion of the number of Contingent Stock Issue Rights
represented by this Certificate.
SECTION 2. DIVIDENDS
No dividends shall be payable with respect to the PetroQuest Common
Stock represented by this Certificate until a record date has occurred after the
issuance thereof.
SECTION 3. REPLACEMENT OF CERTIFICATES
Upon receipt of evidence satisfactory to PetroQuest or its agent of the
loss, theft, destruction, or mutilation of any Certificate and upon receipt of
indemnity reasonable satisfactory to PetroQuest or its agent, PetroQuest shall
deliver a new Certificate for the number of Contingent Stock Issue Rights
represented by the Certificate so lost, stolen, destroyed, or mutilated.
SECTION 4. HOLDER NOT STOCKHOLDER
This Certificate does not entitle the holder thereof to any voting or
other rights as a stockholder of PetroQuest.
SECTION 5. ADJUSTMENT OF PETROQUEST COMMON STOCK
5.1 Stock Dividends, Etc. In case PetroQuest shall (1) pay a dividend
in shares of PetroQuest Common Stock; (2) subdivide outstanding shares of
PetroQuest Common Stock; (3) combine outstanding shares of PetroQuest Common
Stock into a smaller number of shares; or (4) issue by reclassification any
shares of Common Stock, the number of shares of PetroQuest
3
<PAGE> 4
Common Stock issuable upon conversion of the Contingent Stock Issue Rights
represented by this Certificate shall be proportionately adjusted.
5.2 Merger, Etc. In case of (1) any consolidation or merger of
PetroQuest or any of its affiliates with or into another corporation or (2) any
sale, transfer, or other disposition of all or substantially all of the
property, assets, or business of PetroQuest or its affiliates, as a result of
which property (cash or otherwise) shall be payable or distributable to the
holders of PetroQuest Common Stock, the Certificate shall thereafter represent
the number and class of shares or other securities or property of PetroQuest, or
of the corporation or other entity resulting from such consolidation or merger
or to which such sale, transfer, or other disposition shall have been made for
or into which the PetroQuest Common Stock underlying this Certificate would have
been exchanged or converted upon such event if outstanding at the time thereof,
with appropriate adjustments to the Triggering Event conditions so as to
maintain as nearly as reasonably practicable the intent of the parties hereunder
and which adjustments shall be determined in good faith by the PetroQuest Board
of Directors. The terms of any such consolidation, merger, sale, transfer, or
other disposition shall include appropriate provisions in accordance with the
provisions of this Section 5.2. The provisions of this Section 5.2 shall
similarly apply to successive consolidations, mergers, sales, transfers, or
other dispositions as aforesaid.
5.3 Notice. Whenever an adjustment is made as provided in this Section
5, PetroQuest shall promptly mail to the holder of this Certificate, at the
address appearing below unless changed by written notice by the holder, a
statement setting forth the adjustment and the facts giving rise thereto.
SECTION 6. TRANSFER OF CERTIFICATES
Except for transfers to Robert R. Brooksher, this Certificate is not
transferable or assignable except by the laws of descent and distribution, by
will or by operation of law.
SECTION 7. INITIAL ADDRESS FOR NOTICE
Notice may be given at the following address:
625 E. Kaliste Saloom Road
Suite 400
Lafayette, Louisiana 70508
SECTION 8. GOVERNING LAW
This Certificate shall be governed by and construed in accordance with
the laws of the State of Delaware.
4
<PAGE> 1
EXHIBIT B
No. 3
CERTIFICATE OF CONTINGENT INTEREST
IN COMMON STOCK $0.001 PAR VALUE OF
PETROQUEST ENERGY, INC.
ISSUED PURSUANT TO PLAN AND AGREEMENT OF MERGER
DATED AS OF
FEBRUARY 11, 1998,
BY AND AMONG
OPTIMA PETROLEUM CORPORATION,
OPTIMA ENERGY (U.S.) CORPORATION,
GOODSON EXPLORATION COMPANY,
NAB FINANCIAL, L.L.C.,
DEXCO ENERGY, INC. and
AMERICAN EXPLORER, L.L.C.
READ THIS CERTIFICATE CAREFULLY
THIS CERTIFICATE IS NOT
TRANSFERABLE OR ASSIGNABLE EXCEPT AS HEREIN PROVIDED
This is to certify that Janell B. Thomas is the registered holder of
110,856 Units of Contingent Interest with respect to shares of Common Stock,
$0.001 par value, of PetroQuest Energy, Inc., a Delaware corporation
("PetroQuest Energy, Inc. Common Stock"), issued pursuant to the provisions of
the Plan and Agreement of Merger dated as of February 11, 1998. Each Unit of
Contingent Interest represents the right to receive the number of shares of
PetroQuest Common Stock, if any, that may be distributable upon the terms and
subject to the conditions hereinafter set forth.
PETROQUEST ENERGY, INC.
By: /s/ CHARLES T. GOODSON
-----------------------------------------
Name: CHARLES T. GOODSON
---------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
Dated: September 1, 1998
<PAGE> 2
This Certificate is one of the Contingent Interest Certificates for an aggregate
of 1,667,001 Units of Contingent Interest ("Contingent Stock Issue Rights")
issued pursuant to the Plan and Agreement of Merger (the "Merger Agreement")
dated as of February 11, 1998, among Optima Petroleum Corporation, a Delaware
corporation and previously a corporation constituted under the Canadian Business
Corporation Act and whose name has been changed to PetroQuest Energy, Inc.
("PetroQuest"), Optima Energy (U.S.) Corporation, a Louisiana corporation and
wholly-owned subsidiary of PetroQuest and previously a Nevada corporation
("Acquisition Subsidiary"), Goodson Exploration Corporation, a Louisiana
corporation ("Goodson"), NAB Financial, L.L.C., a Louisiana limited liability
company ("NAB"), Dexco Energy, Inc., a Louisiana corporation ("Dexco") (Goodson,
NAP and Dexco collectively referred to herein as the "Target Corporations") and
American Explorer, L.L.C., a Louisiana limited liability company and whose
membership interests are 100% owned by the Target Corporations (the "Operating
Company"), and pursuant to which the Target Corporations were merged (the
"Mergers") with and into Acquisition Subsidiary. The terms and conditions upon
which the registered holder of this Certificate may become entitled to shares of
common stock, $0.001 par value, of Optima ("PetroQuest Common Stock") are set
forth below. Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Merger Agreement.
SECTION 1. RIGHTS TO PETROQUEST COMMON STOCK
Subject to the terms hereof, and subject to the satisfaction of the
conditions provided herein, each Unit of Contingent Stock Issue Rights shall
entitle the holder thereof to receive, and shall automatically be converted into
that number of shares of PetroQuest Common Stock, if any, determined as follows:
(i) if a PetroQuest Triggering Event (as hereinafter defined)
occurs at any time on or before the third anniversary of the date of
issuance of these Contingent Stock Issue Rights (the "Third
Anniversary"), each Unit of Contingent Stock Issue Right shall entitle
the holder thereof to receive one share of PetroQuest Common Stock on
the date the PetroQuest Triggering Event occurs; and
(ii) if a PetroQuest Triggering Event does not occur on or
before the Third Anniversary, then this Contingent Stock Issue Right
shall not entitle the holder to receive any shares of PetroQuest Common
Stock and these Contingent Stock Issue Rights shall terminate and be of
no further force or effect.
For the purposes of this Section 1:
(i) a PetroQuest Triggering Event shall have occurred if the
PetroQuest Common Stock has a Fair Market Value at or above U.S. $5.00
per share (as adjusted for stock splits, combinations and other similar
corporate events) for a period of 20 consecutive trading days; and
2
<PAGE> 3
(ii) the "Fair Market Value" of one share of PetroQuest Common
Stock shall mean, for any trading day, (w) the closing sale price for a
share of PetroQuest Common Stock on such trading day on the Nasdaq
National Market System, or (x) if no sale takes place on such day, the
average of the closing bid and asked prices on the Toronto Stock
Exchange, or (y) if no such sale takes place on either of such
exchanges on such day, the average of the closing bid and asked prices
of a share of PetroQuest Common Stock on such trading day as quoted on
the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or (z) if not quoted on NASDAQ or such exchanges on
such day, the average of the closing bid and asked prices for a share
of PetroQuest Common Stock as quoted on any other recognized stock
exchange on which such shares are then listed.
Upon satisfaction of the conditions specified in Section 1,
the registered holder of this Certificate shall be considered a record
holder of the number of shares of PetroQuest Common Stock specified in
this Section 1. Upon satisfaction of the conditions specified in
Section 1, PetroQuest shall issue to the holder of this Certificate,
upon surrender of this Certificate to PetroQuest or an agent designated
by PetroQuest, that number of shares of PetroQuest Common Stock
issuable upon conversion of the number of Contingent Stock Issue Rights
represented by this Certificate.
SECTION 2. DIVIDENDS
No dividends shall be payable with respect to the PetroQuest Common
Stock represented by this Certificate until a record date has occurred after the
issuance thereof.
SECTION 3. REPLACEMENT OF CERTIFICATES
Upon receipt of evidence satisfactory to PetroQuest or its agent of the
loss, theft, destruction, or mutilation of any Certificate and upon receipt of
indemnity reasonable satisfactory to PetroQuest or its agent, PetroQuest shall
deliver a new Certificate for the number of Contingent Stock Issue Rights
represented by the Certificate so lost, stolen, destroyed, or mutilated.
SECTION 4. HOLDER NOT STOCKHOLDER
This Certificate does not entitle the holder thereof to any voting or
other rights as a stockholder of PetroQuest.
SECTION 5. ADJUSTMENT OF PETROQUEST COMMON STOCK
5.1 Stock Dividends, Etc. In case PetroQuest shall (1) pay a dividend
in shares of PetroQuest Common Stock; (2) subdivide outstanding shares of
PetroQuest Common Stock; (3) combine outstanding shares of PetroQuest Common
Stock into a smaller number of shares; or (4) issue by reclassification any
shares of Common Stock, the number of shares of PetroQuest
3
<PAGE> 4
Common Stock issuable upon conversion of the Contingent Stock Issue Rights
represented by this Certificate shall be proportionately adjusted.
5.2 Merger, Etc. In case of (1) any consolidation or merger of
PetroQuest or any of its affiliates with or into another corporation or (2) any
sale, transfer, or other disposition of all or substantially all of the
property, assets, or business of PetroQuest or its affiliates, as a result of
which property (cash or otherwise) shall be payable or distributable to the
holders of PetroQuest Common Stock, the Certificate shall thereafter represent
the number and class of shares or other securities or property of PetroQuest, or
of the corporation or other entity resulting from such consolidation or merger
or to which such sale, transfer, or other disposition shall have been made for
or into which the PetroQuest Common Stock underlying this Certificate would have
been exchanged or converted upon such event if outstanding at the time thereof,
with appropriate adjustments to the Triggering Event conditions so as to
maintain as nearly as reasonably practicable the intent of the parties hereunder
and which adjustments shall be determined in good faith by the PetroQuest Board
of Directors. The terms of any such consolidation, merger, sale, transfer, or
other disposition shall include appropriate provisions in accordance with the
provisions of this Section 5.2. The provisions of this Section 5.2 shall
similarly apply to successive consolidations, mergers, sales, transfers, or
other dispositions as aforesaid.
5.3 Notice. Whenever an adjustment is made as provided in this Section
5, PetroQuest shall promptly mail to the holder of this Certificate, at the
address appearing below unless changed by written notice by the holder, a
statement setting forth the adjustment and the facts giving rise thereto.
SECTION 6. TRANSFER OF CERTIFICATES
Except for transfers to Robert R. Brooksher, this Certificate is not
transferable or assignable except by the laws of descent and distribution, by
will or by operation of law.
SECTION 7. INITIAL ADDRESS FOR NOTICE
Notice may be given at the following address:
625 E. Kaliste Saloom Road
Suite 400
Lafayette, Louisiana 70508
SECTION 8. GOVERNING LAW
This Certificate shall be governed by and construed in accordance with
the laws of the State of Delaware.
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