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As filed with the Securities and Exchange Commission on December 22, 2000.
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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PETROQUEST ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 72-1440714
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
400 E. Kaliste Saloom Road, Suite 3000
Lafayette, Louisiana 70508
(Address of Principal Executive Offices)
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PETROQUEST ENERGY, INC.
1998 INCENTIVE PLAN
(Full Title of the Plan)
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Name, Address and Telephone Copy of Communications to:
Number of Agent for Service:
Michael O. Aldridge Robert G. Reedy
Senior Vice President, Chief Financial Officer Porter & Hedges, L.L.P.
and Secretary 700 Louisiana Street
Petroquest Energy, Inc. Houston, Texas 77002-2764
400 E. Kaliste Saloom Road, Suite 3000 (713) 226-0600
Lafayette, Louisiana 70508
(337) 232-7028
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CALCULATION OF REGISTRATION FEE
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AMOUNT TO PROPOSED MAXIMUM PROPOSED
BE OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, par value $.001 per share 600,000 $4.00 $2,400,000 $600.00
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(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 PetroQuest Energy, Inc. 1998 Incentive
Plan (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 December 19, 2000, $4.00. Pursuant to
General Instruction E to Form S-8, the registration fee is calculated
only with respect to additional securities registered under the Plan.
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This registration statement registers an additional 600,000 shares of
Common Stock related to the 1998 Incentive Plan which are the same class as
other securities for which a registration statement on Form S-8, No. 333-65401
(the "Previous Registration Statement"), has been previously filed. Pursuant to
General Instruction E of Form S-8, the contents of the Previous Registration
Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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*4.1 First Amendment to PetroQuest Energy, Inc. 1998 Incentive Plan.
*5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23.1 Consent of Independent Public Accountants
*23.2 Consent of KPMG LLP
*23.3 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*24.1 Powers of Attorney (included on signature page).
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* Filed herewith.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lafayette, State of Louisiana, on this 21st day of
December 2000.
PETROQUEST ENERGY, INC.
By: /s/ Charles T. Goodson
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Charles T. Goodson,
Chairman of the Board,
Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles T. Goodson and Michael O.
Aldridge, and each of them, either 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 pre- and post-effective amendments
and supplements to this registration statement, and to file the same, or cause
to be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such 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
in and about the premises, 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 either 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.
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SIGNATURE TITLE DATE
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/s/ Charles T. Goodson Chairman of the Board, Chief Executive Officer
-------------------------------------- and Director (Principal Executive Officer) December 21, 2000
Charles T. Goodson
/s/ Alfred J. Thomas, II President, Chief Operating Officer and Director December 21, 2000
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Alfred J. Thomas, II
/s/ Ralph J. Daigle Senior Vice President - Exploration and Director December 21, 2000
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Ralph J. Daigle
/s/ Michael O. Aldridge Senior Vice President, Chief Financial Officer,
-------------------------------------- Secretary and Director (Principal Financial and
Michael O. Aldridge Accounting Officer) December 21, 2000
/s/ Francisco A. Garcia Director
-------------------------------------- December 21, 2000
Francisco A. Garcia
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SIGNATURE TITLE DATE
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/s/ William W. Rucks, IV Director December 22, 2000
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William W. Rucks, IV
/s/ E. Wayne Nordberg Director December 21, 2000
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E. Wayne Nordberg
/s/ Jay B. Langner Director
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Jay B. Langner December 21, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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*4.1 First Amendment to PetroQuest Energy, Inc. 1998 Incentive Plan.
*5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23.1 Consent of Independent Public Accountants.
*23.2 Consent of KPMG LLP.
*23.3 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney (included on signature page).
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* Filed herewith.
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