<PAGE> 1
As filed with the Securities and Exchange Commission on October 13, 1998.
Registration No. 333-65401
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PETROQUEST ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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<TABLE>
<S> <C>
DELAWARE 98-0115468
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
625 E. KALISTE SALOOM ROAD, SUITE 400
LAFAYETTE, LOUISIANA 70508
(Address of Principal Executive Offices)
</TABLE>
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PETROQUEST ENERGY, INC.
1998 INCENTIVE PLAN
(Full Title of the Plan)
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<TABLE>
<S> <C>
Name, Address and Telephone Copy of Communications to:
Number of Agent for Service:
ROBERT R. BROOKSHER ROBERT G. REEDY
CHIEF FINANCIAL OFFICER AND SECRETARY PORTER & HEDGES, L.L.P.
PETROQUEST ENERGY, INC. 700 LOUISIANA STREET
625 E. KALISTE SALOOM ROAD, SUITE 400 HOUSTON, TEXAS 77002-2764
LAFAYETTE, LOUISIANA 70508 (713) 226-0600
(318) 232-7028
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT TO PROPOSED MAXIMUM MAXIMUM
BE OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per 1,800,000 $0.719 $1,294,200 $382(3)
share
==================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the
basis of the average of the high and low sale prices for the Common
Stock on The Nasdaq NMS on October 2, 1998, $0.719. Pursuant to
Rule 457(h), the registration fee is calculated with respect to the
maximum number of the registrant's securities issuable under the Plan.
(3) Previously paid.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by PetroQuest Energy,
Inc., a Delaware corporation (the "Company" or "Registrant"), with the
Securities and Exchange Commission ("Commission") are incorporated into this
registration statement ("Registration Statement") by reference:
(i) the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1997 (filed on March 31, 1998, as amended by
its report on Form 10-K/A-1 filed on May 27, 1998, as amended by
its report on Form 10-K/A-2 filed on June 4, 1998);
(ii) the Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1998 (filed on May 15, 1998, as amended by its
report on Form 10-Q/A-1 filed on June 4, 1998) and June 30, 1997
(filed on August 17, 1998);
(iii) the Company's Current Reports on Form 8-K (filed on March 6,
1998; filed on April 21, 1998; filed on May 26, 1998 and as
amended by its report on Form 8-K/A-1 filed June 4, 1998; and
filed September 16, 1998).
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, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in the Company's 1998 Incentive Plan upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Pursuant to the Certificate of Incorporation, the authorized capital
stock of the Company consists of 75,000,000 shares of Common Stock, par value
$.001 per share, and 5,000,000 shares of Preferred Stock, par value $.001 per
share. As of September 1, 1998, there were 18,337,347 shares of issued and
outstanding Common Stock and no shares of Preferred Stock outstanding.
COMMON STOCK
Each share of Common Stock is entitled to one vote in any matter
submitted for a vote to the holders of the capital stock of the Company. The
Common Stock does not have cumulative voting rights, the absence of which will,
in effect, allow the holders of a majority of the outstanding shares of Common
Stock to elect all the directors then standing for election. The absence of
cumulative voting rights could have the effect of delaying, deterring or
preventing a change in control of the Company. Subject to the superior rights of
any series of Preferred Stock, the holders of the Common Stock may receive
dividends if, when and as declared by the Board of Directors of the Company and,
upon liquidation of the Company, are entitled to all assets remaining after the
satisfaction of liabilities. The Common Stock has no preemptive or other
subscription rights.
PREFERRED STOCK
The Board of Directors is empowered, without the approval of the
stockholders, to authorize the issuance of Preferred Stock in one or more
series, to establish the number of shares included in each series, and to fix
the relative rights, powers, preferences and limitations of each series. As a
result, the Board of Directors has the Power to afford the holders of any series
of Preferred Stock greater rights, powers, preferences and limitations than the
holders of
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Common Stock. The ability of the Board of Directors to establish the rights,
powers, preferences and limitations and to issue Preferred Stock could be used
as an anti-takeover device.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.
In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise provided
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.
The Certificate of Incorporation and Bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law. The Company's Certificate of Incorporation limits
the personal liability of a director to the Company or its stockholders to
damages for breach of the director's fiduciary duty.
The above discussion of the Company's Certificate of Incorporation and
Bylaws and the DGCL is not intended to be exhaustive and is qualified in its
entirety by such Articles, Bylaws and statute.
The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
4.1 1998 Incentive Plan effective as of August 21, 1998
(Incorporated by reference to the Company's Current Report on
Form 8-K, filed September 16, 1998).
*5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23.1 Consent of KPMG.
*23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
**24.1 Powers of Attorney (previously included on the signature page of this Registration Statement).
</TABLE>
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* Filed herewith.
** Previously filed.
ITEM 9. UNDERTAKINGS
(a) Undertaking to Update
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information in the 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 and of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
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, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) Undertaking With Respect to Documents Incorporated by Reference
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<PAGE> 5
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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) Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lafayette,
State of Louisiana, on this 13th day of October, 1998. PETROQUEST ENERGY, INC.
By: *
---------------------------------------------
Charles T. Goodson,
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated and on this 13th day of
October, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
* Chairman of the Board and Director
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William C. Leuschner
* President, Chief Executive Officer and Director
------------------------------------------- (Principal Executive Officer)
Charles T. Goodson
* Chief Operating Officer and Director
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Alfred J. Thomas, II
* Senior Vice President - Exploration and Director
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Ralph J. Daigle
/s/ ROBERT R. BROOKSHER CHIEF Financial Officer, Secretary and Director
------------------------------------------- (Principal Financial and Accounting Officer)
Robert R. Brooksher
* Director
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Daniel G. Fournerat
* Director
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Robert L. Hodgkinson
*By: /s/ ROBERT R. BROOKSHER
-------------------------------------------
Robert R. Brooksher,
Individually and as
attorney-in-fact
</TABLE>
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<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
4.1 1998 Incentive Plan effective as of August 21, 1998
(Incorporated by reference to the Company's Current Report on
Form 8-K, filed September 16, 1998).
*5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23.1 Consent of KPMG.
*23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
**24.1 Powers of Attorney (previously included on the signature page of this Registration Statement).
</TABLE>
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* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 5.1
October 13, 1998
PetroQuest Energy, Inc.
625 E. Kaliste Saloom Road, Suite 400
Lafayette, Louisiana 70508
Re: PETROQUEST ENERGY, INC. REGISTRATION STATEMENT ON FORM S-8;
1998 INCENTIVE PLAN EFFECTIVE AS OF AUGUST 21, 1998
Gentlemen:
We have acted as counsel to PetroQuest Energy, Inc., a Delaware
corporation (the "Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 1,800,000 shares (the
"Shares") of the Company's common stock, par value $.001 per share (the "Common
Stock"), issuable pursuant to the Company's 1998 Incentive Plan (the "Plan")
effective as of August 21, 1998.
We have examined the Plan and such corporate records, documents,
instruments and certificates of the Company, and have reviewed such questions of
law as we have deemed necessary, relevant or appropriate to enable us to render
the opinion expressed herein. In such examination, we have assumed without
independent investigation the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons, and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Plan, be validly issued, fully paid and
nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER & HEDGES, LLP
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG, CHARTERED ACCOUNTANTS
KPMG
CHARTERED ACCOUNTANTS
ACCOUNTANTS' CONSENT
PetroQuest Energy, Inc.
To the Directors of
We consent to the incorporation by reference in the registration statement on
Form S-8 of PetroQuest Energy, Inc. (formerly Optima Petroleum Corporation) of
our report dated March 13, 1998, relating to the balance sheet of Optima
Petroleum Corporation as of December 31, 1997 and 1996, and the related
statements of operations and deficit and changes in financial position for each
of the three years in the three-year period ended December 31, 1997, which
report appears in the December 31, 1997, annual report on Form 10-K of Optima
Petroleum Corporation.
We also consent to the reference to our firm under the heading of "Experts" in
the Registration Statement.
KPMG
Chartered Accountants
Vancouver, Canada
October 13, 1998
