<PAGE>
As filed with the Securities and Exchange Commission on October 3, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
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)
--------------------
CLAYTON W. WILLIAMS
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
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
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
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value...... 900,000 $36.00 $32,400,000 $8,554
=============================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) based upon the average of the high
and low prices for securities of the same class as reported on The Nasdaq
Stock Market's National Market on September 27, 2000, being within five (5)
business days prior to the date of filing of this registration statement.
<PAGE>
INCORPORATION BY REFERENCE
The contents of the following registration statements are incorporated
herein by reference: (i) 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 and (ii) the
Registration Statement on Form S-8 relating to the 1993 Stock Compensation Plan
of Clayton Williams Energy, Inc. filed on November 22, 1996, file number
333-16675.
2
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------
<S> <C>
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 Clayton
William Energy, Inc.'s Form 10-K for the year ended December 31, 1995.
10.3** Second Amendment to 1993 Stock Compensation Plan, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16675.
10.4* Third Amendment to 1993 Stock Compensation Plan.
10.5* Fourth 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.
24.2* Certified copy of resolution of Board of Directors of Clayton Williams Energy, Inc.
authorizing signature pursuant to Power of Attorney.
</TABLE>
------------------------------
* Filed herewith.
** This exhibit is incorporated by reference to the filing indicated.
3
<PAGE>
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 this the 29th day of
September, 2000.
CLAYTON WILLIAMS ENERGY, INC.
(Registrant)
By: /s/ L. Paul Latham
-----------------------------------------
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
--------- ----- ----
<S> <C> <C>
/s/ Clayton W. Williams* Chairman of the Board, President and September 29, 2000
------------------------------ Chief Executive Officer and Director
Clayton W. Williams
/s/ L. Paul Latham Executive Vice President, Chief September 29, 2000
------------------------------ Operating Officer and Director
L. Paul Latham
/s/ Mel G. Riggs* Senior Vice President-finance, September 29, 2000
------------------------------ Secretary, Treasurer, Chief Financial
Mel G. Riggs Officer and Director
/s/ Jerry F. Groner* Vice President-land and Lease September 29, 2000
------------------------------ Administration and Director
Jerry F. Groner
/s/ Stanley S. Beard* Director September 29, 2000
------------------------------
Stanley S. Beard
/s/ Robert L. Parker* Director September 29, 2000
------------------------------
Robert L. Parker
/s/ Jordan R. Smith* Director September 29, 2000
------------------------------
Jordan R. Smith
*By: /s/ L. Paul Latham
--------------------------
L. Paul Latham
Attorney-in-Fact
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------
<S> <C>
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 Clayton William
Energy, Inc.'s Form 10-K for the year ended December 31, 1995.
10.3** Second Amendment to 1993 Stock Compensation Plan, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16675.
10.4* Third Amendment to 1993 Stock Compensation Plan.
10.5* Fourth 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.
24.2* Certified copy of resolution of Board of Directors of Clayton Williams Energy, Inc.
authorizing signature pursuant to Power of Attorney.
</TABLE>
------------------------------
* Filed herewith.
** This exhibit is incorporated by reference to the filing indicated.
