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As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-68318
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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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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 $9.875 $5,925,000 $2,043.10
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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 September 10, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: (The following replaces the information in Part I of Registration
Statement on Form S-8, file number 33- 68318). The document(s) containing the
information concerning the 1993 Stock Compensation Plan of Clayton Williams
Energy, Inc. required by Item 1 of Form S-8 and the statement of availability
of Registrant information and other information required by Item 2 of this Form
will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant, Clayton Williams Energy, Inc. (the "Company"), shall furnish to the
Commission or its staff a copy or copies of any or all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
The contents of Part II 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, are incorporated herein by reference.
2
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ITEM 8. EXHIBITS.
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Exhibit No. Description of Exhibits
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5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to original 298,200 shares.
5.2** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to the 600,000 shares registered by this
Amendment No. 1.
10.1* 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.
(previously filed as Exhibit 28.1).
10.2*** First 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.
23.4** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.2 to this Registration Statement).
24.1* Power of Attorney (previously filed as Exhibit 25.1).
24.2* Certified copy of resolution of Board of Directors of Clayton
Williams Energy, Inc. authorizing signature pursuant to Power of
Attorney (previously filed as Exhibit 25.2).
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* Previously filed.
** Filed herewith.
*** This exhibit is incorporated by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended December 31, 1995.
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 Post-Effective
Amendment No. 1 to 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 September 12, 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.
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SIGNATURE TITLE DATE
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/s/Clayton W. Williams, Jr.* Chairman of the Board, President, September 12, 1996
- ---------------------------- Chief Executive Officer and
Clayton W. Williams, Jr. Director
/s/L. Paul Latham Executive Vice President, Chief September 12, 1996
- ------------------------------- Operating Officer and Director
L. Paul Latham
/s/Mel G. Riggs* Senior Vice President-Finance, September 12, 1996
- ------------------------------- Secretary, Treasurer, Chief
Mel G. Riggs Financial Officer and Director
/s/Stanley S. Beard* Director September 12, 1996
- -------------------------------
Stanley S. Beard
/s/William P. Clements, Jr.* Director September 12, 1996
- -------------------------------
William P. Clement, Jr.
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SIGNATURE TITLE DATE
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/s/Robert L. Parker* Director September 12, 1996
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Robert L. Parker
*By:/s/L. Paul Latham
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L. Paul Latham,
Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit No. Description of Exhibits
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5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to original 298,200 shares.
5.2** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to the 600,000 shares registered by this
Amendment No. 1.
10.1* 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.
(previously filed as Exhibit 28.1).
10.2*** First 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.
23.4** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.2 to this Registration Statement).
24.1* Power of Attorney (previously filed as Exhibit 25.1).
24.2* Certified copy of resolution of Board of Directors of Clayton
Williams Energy, Inc. authorizing signature pursuant to Power of
Attorney (previously filed as Exhibit 25.2).
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* Previously filed.
** Filed herewith.
*** This exhibit is incorporated by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended December 31, 1995.
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[COTTON, BLEDSOE, TIGHE & DAWSON LETTERHEAD]
EXHIBIT 5.2
September 12, 1996
Clayton Williams Energy, Inc.
6 Desta Drive, Suite 3000
Midland, Texas 79705
Re: Post-Effective Amendment No. 1 to 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 to be sold to the holders of non-qualifying stock options
pursuant to the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.
(the "Plan"). A Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 (the Registration Statement, as amended, referred to herein as the
"Amendment") 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 Amendment 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
September 12, 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 Amendment 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 Amendment 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
Richard T. McMillan
RTM:bh
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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 Post-Effective Amendment No. 1 to 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
September 12, 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 Post-Effective Amendment
No. 1 to Registration Statement on Form S-8, file number 33-68318, 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
September 10, 1996
