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As filed with the Securities and Exchange Commission on November 22, 1996
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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CLAYTON WILLIAMS ENERGY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-2396863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SIX DESTA DRIVE, SUITE 3000 79705
MIDLAND, TEXAS (Zip Code)
(Address of principal executive offices)
1993 STOCK COMPENSATION PLAN OF
CLAYTON WILLIAMS ENERGY, INC.
(Full Title of the Plan)
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CLAYTON W. WILLIAMS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CLAYTON WILLIAMS ENERGY, INC.
SIX DESTA DRIVE, SUITE 3000
MIDLAND, TEXAS 79705
(915) 682-6324
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
RICHARD T. MCMILLAN
COTTON, BLEDSOE, TIGHE & DAWSON
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
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Common Stock, $.10 par value... 600,000 $13.75 $8,250,000 $2,500.00
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(1) Estimated solely for the purpose of computing the registration fee
and computed in accordance with Rule 457(h) based upon the price of
securities of the same class as reported on The Nasdaq Stock Market's
National Market on November 18, 1996.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 relating to the
1993 Stock Compensation Plan of Clayton Williams Energy, Inc. filed on August
31, 1993, file number 33-68318, as amended by Post-Effective Amendment No. 1
to Form S-8 Registration Statement filed September 12, 1996, are incorporated
herein by reference.
2
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ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibits
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5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation.
10.1** 1993 Stock Compensation Plan of Clayton Williams Energy, Inc., filed
as an exhibit to Form S-8 Registration Statement, Registration
No. 33-68318.
10.2** First Amendment to 1993 Stock Compensation Plan, filed as an exhibit
to the Company's 10-K for the year ended December 31, 1995.
10.3* Second Amendment to 1993 Stock Compensation Plan.
23.1* Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation
(such consent is included in the Opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Williamson Petroleum Consultants, Inc.
24.1** Power of Attorney, filed as an exhibit to Form S-8 Registration
Statement, Registration No. 33-68318.
24.2** Certified copy of resolution of Board of Directors of Clayton Williams
Energy, Inc. authorizing signature pursuant to Power of Attorney, filed
as an exhibit to Form S-8 Registration Statement, Registration
No. 33-68318.
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* Filed herewith.
** This exhibit is incorporated by reference to the filing indicated.
3
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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 Form
S-8 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Midland, State of Texas, on
November 22, 1996.
CLAYTON WILLIAMS ENERGY, INC.
(Registrant)
By: /s/ L. PAUL LATHAM
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L. Paul Latham,
Executive Vice President and
Chief Operating Officer
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/CLAYTON W. WILLIAMS, JR.* Chairman of the Board, President, November 22, 1996
- -------------------------- Chief Executive Officer and
Clayton W. Williams, Jr. Director
/s/L. PAUL LATHAM Executive Vice President, Chief November 22, 1996
- -------------------------- Operating Officer and Director
L. Paul Latham
/s/MEL G. RIGGS* Senior Vice President-Finance, November 22, 1996
- -------------------------- Secretary, Treasurer, Chief
Mel G. Riggs Financial Officer and Director
/s/STANLEY S. BEARD* Director November 22, 1996
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Stanley S. Beard
/s/WILLIAM P. CLEMENTS, JR.* Director November 22, 1996
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William P. Clement, Jr.
4
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SIGNATURE TITLE DATE
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/s/ROBERT L. PARKER* Director November 22, 1996
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Robert L. Parker
*By:/s/L. PAUL LATHAM
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L. Paul Latham,
Attorney-in-Fact
</TABLE>
5
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
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5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation.
10.1** 1993 Stock Compensation Plan of Clayton Williams Energy, Inc., filed
as an exhibit to Form S-8 Registration Statement, Registration
No. 33-68318.
10.2** First Amendment to 1993 Stock Compensation Plan, filed as an exhibit
to the Company's 10-K for the year ended December 31, 1995.
10.3* Second Amendment to 1993 Stock Compensation Plan.
23.1* Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as Exhibit
5.1 to this Registration Statement).
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Williamson Petroleum Consultants, Inc.
24.1** Power of Attorney, filed as an exhibit to Form S-8 Registration
Statement, Registration No. 33-68318.
24.2** Certified copy of resolution of Board of Directors of Clayton
Williams Energy, Inc. authorizing signature pursuant to Power of
Attorney, filed as an exhibit to Form S-8 Registration Statement,
Registration No. 33-68318.
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* Filed herewith.
** This exhibit is incorporated by reference to the filing indicated.
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[LETTERHEAD]
EXHIBIT 5.1
November 20, 1996
Clayton Williams Energy, Inc.
6 Desta Drive, Suite 3000
Midland, Texas 79705
Re: Registration Statement on Form S-8 1993 Stock Compensation Plan
Gentlemen:
We have acted as counsel for Clayton Williams Energy, Inc., a Delaware
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 600,000 shares (the
"Shares") of the common stock, par value $0.10 per share (the "Common Stock")
of the Company reserved for issuance to the holders of non-qualifying stock
options pursuant to the 1993 Stock Compensation Plan of Clayton Williams
Energy, Inc. (the "Plan"). A Registration Statement on Form S-8 (the
"Registration Statement") covering the sale of the Shares is being filed
under the Act with the Securities and Exchange Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have examined
signed copies of the Registration Statement and all exhibits thereto. We
have also examined and relied upon originals or copies certified to our
satisfaction, of (i) the Restated Certificate of Incorporation and Bylaws of
the Company, as amended, (ii) minutes and records of the corporate
proceedings of the Company with respect to the issuance of the Shares and
related matters, (iii) the Plan, and (iv) such other agreements and
instruments relating to the Company as we have deemed necessary or
appropriate for the purposes of the opinions hereinafter expressed. In
rendering such
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Clayton Williams Energy, Inc.
Page 2
November 20, 1996
opinions, we have relied, to the extent we deemed reasonable, on certificates
and certain other information provided to us by officers of the Company and
public officials as to matters of fact of which the maker of such
certificates or the person providing such information had knowledge, without
investigation or verification thereof. Furthermore, in rendering such
opinions we have assumed that the signatures on all documents examined by us
are genuine, that all documents and corporate record books submitted to us as
originals are authentic, accurate and complete, and that all documents
submitted to us as copies are true, correct and complete copies of the
originals thereof.
Based solely upon the foregoing, subject to the assumptions, limitations
and qualifications set forth herein, and specifically limited in all respects
to the laws of the State of Texas, of the United States of America and the
General Corporation Law of the State of Delaware, we are of the opinion that
the Shares of the Company registered pursuant to the Registration Statement
have been duly and validly authorized by the Company, and when paid for,
issued or sold and delivered in accordance with the terms of the Plan such
Shares will be legally issued, fully paid and nonassessable. Please note in
this regard that we are not licensed to practice law in the State of
Delaware, but we have reviewed Delaware law in connection with the opinions
expressed herein.
We hereby consent to the use of this opinion as an exhibit to the
Amendment. In giving this consent we do not thereby admit that we come
within the category of persons whose consent is required under the Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion is rendered only to the Company and solely for the benefit
of the Company and the Commission in connection with the registration and the
issuance of the Shares pursuant to the Registration Statement and the Plan,
respectively. This opinion may not be otherwise used, circulated, quoted,
relied upon, or referred to by you or the Commission for any other purpose or
by any other person, firm or corporation for any purpose, without our prior
written consent.
Yours very truly,
COTTON, BLEDSOE, TIGHE & DAWSON
By: /s/ Richard T. McMillan
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Richard T. McMillan
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Clayton Williams Energy, Inc.
Page 2
November 20, 1996
RTM:bh
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EXHIBIT 10.3
SECOND AMENDMENT TO 1993
STOCK COMPENSATION PLAN OF
CLAYTON WILLIAMS ENERGY, INC.
ADOPTED BY THE BOARD OF DIRECTORS AND STOCKHOLDERS OF CLAYTON WILLIAMS
ENERGY, INC. ON MAY 15, 1996.
1. Section 2 of the 1993 Stock Compensation Plan of Clayton Williams Energy,
Inc. (the "Plan") is amended to provide that an aggregate of 898,200 shares
of the common stock, $.10 par value, of Clayton Williams Energy, Inc. are
authorized and reserved for issuance upon exercise of the stock options
granted under the Plan.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
March 8, 1996, included in Clayton Williams Energy, Inc.'s Form 10-K for the
year ended December 31, 1995, and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
November 20, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ENGINEERS
As independent engineering consultants, we hereby consent to the use of our
report entitled "Evaluation of Domestic Oil and Gas Reserves to the Interests
of Clayton Williams Energy, Inc., Effective December 31, 1995, for Disclosure
to the Securities and Exchange Commission, Utilizing Aries Software,
Williamson Project 5.8330" dated January 30, 1996, and data extracted
therefrom (and all references to our Firm) included in or made a part of the
Form 10-K Annual Report which is incorporated by reference into this
Registration Statement on Form S-8 to be filed by Clayton Williams Energy,
Inc. with the Securities and Exchange Commission for the 1993 Stock
Compensation Plan of Clayton Williams Energy, Inc..
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
November 19, 1996
