As filed with the Securities and Exchange Commission on August 21, 1997
Registration No. 333-____________
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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HALLWOOD CONSOLIDATED RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1176750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4582 S. Ulster Street Parkway, Suite 1700
Denver, Colorado 80237
(Address of principal executive offices) (Zip Code)
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1997 STOCK OPTION PLAN
(Full title of the plan)
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Cathleen M. Osborn
General Counsel
Hallwood Consolidated Resources Corporation
4582 S. Ulster Street Parkway, Suite 1700
Denver, Colorado 80237
(303) 850-7373
(Name, address and telephone number
including area code of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per Share price fee
- ------------ ------------- ----------- --------- -------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, $.01 par
value ("Shares") 159,000 $20.33 $3,232,470 $980
-------- -------- ---------- -----
<FN>
(1) Pursuant to Rule 416, this Registration Statement is deemed to include
additional Shares issuable under the terms of the Plan to prevent dilution
resulting from any future stock split, stock dividend or similar transaction.
</FN>
</TABLE>
Page one of 9 sequentially numbered pages. Index
to exhibits is located on page 6 of the
sequentially numbered page system.
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<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the year ended December
31, 1996;
(2) the registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) the registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(4) the description of the Shares set forth in the Registration Statement
on Form 8-A, filed March 16, 1992, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the registrant with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents until prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold at the time of such amendment.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The registrant's Certificate of Incorporation provides that a director will
not be personally liable to the registrant or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of laws, (iii) under section 174
of the Delaware General Corporation Law ("DGCL"), or (iv) for any transaction
from which the director derived an improper personal benefit.
The Certificate of Incorporation also provides that the registrant shall, to
the fullest extent permitted by the DGCL, indemnify directors and officers
against all costs, charges, expenses, liabilities and losses (including, without
limitation, attorney's fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and that such indemnification shall continue
as to a person who ceased to be a director and shall inure to the benefit of his
or her heirs, executors and administrators.
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<PAGE>
The registrant may, by action of its Board of Directors, provide
indemnification to officers, employees and agents of the registrant with the
same scope and effect as the foregoing indemnification of directors and
officers. In addition, the registrant may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the registrant or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the registrant would
have the power to indemnify such person against such expense, liability or loss
under the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
------- ----------------------
5.1. Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature page of this registration
statement)
Item 9. Undertakings.
A. 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;
(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 set forth in the
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 (i) and (ii) above 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 section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
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<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 the 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. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of 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.
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 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 Dallas, State of Texas, on August 21, 1997.
HALLWOOD CONSOLIDATED
RESOURCES CORPORATION
By: /s/ William L. Guzzetti
William L. Guzzetti
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints William L. Guzzetti, Cathleen M. Osborn
and Robert S. Pfeiffer, and each of them, each with full power to act without
the other, his true and lawful attorneys-in-fact and agents, each 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 amendments to this
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, with
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<PAGE>
the Commission, granting unto each of said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
each of said attorneys-in-fact and agents or his substitutes 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:
Signature Capacity Date
- --------- -------- ----
/s/ William L. Guzzetti President and Director August 21, 1997
- -------------------------
William L. Guzzetti
/s/ Anthony J. Gumbiner Director August 21, 1997
- -------------------------
Anthony J. Gumbiner
/s/ Brian M. Troup Director August 21, 1997
- -------------------------
Brian M. Troup
/s/ John R. Issac, Jr. Director August 21, 1997
- -------------------------
John R. Issac, Jr.
/s/ Jerry A. Lubliner Director August 21, 1997
- -------------------------
Jerry A. Lubliner
/s/ Bill M. Van Meter Director August 21, 1997
- -------------------------
Bill M. Van Meter
/s/ Hamilton P. Schrauff Director August 21, 1997
- -------------------------
Hamilton P. Schrauff
/s/ Robert S. Pfeiffer Vice President and August 21, 1997
- ------------------------- Principal Accounting Officer
Robert S. Pfeiffer
5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation 7
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation 7
(included in their opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP 9
24.1 Power of Attorney (see signature page of this 4
registration statement)
6
<PAGE>
August 20, 1997
Hallwood Consolidated Resources Corporation
4582 South Ulster Street Parkway
Suite 1700
Denver, Colorado 80237
Re: Hallwood Consolidated Resources Corporation-1997 Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Hallwood Consolidated Resources Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange commission on or about August 21, 1997 under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
159,000 shares of the $.01 par value common stock (the "Common Stock") of the
Company that are offered on the exercise of the stock options (the "Options")
granted or that may be granted under the Hallwood Consolidated Resources
Corporation 1997 Stock Option Plan (the "Plan").
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation and the bylaws of the Company, as amended; (2)
minutes and records of the corporate proceedings of the Company with respect to
the establishment of the Plan, the issuance of shares of Common Stock pursuant
to the Plan and related matters; (3) the Registration Statement and exhibits
thereto, including the Plan; and (4) such other documents and instruments as we
have deemed necessary for the expression of opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation, the bylaws,
minutes, records, resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, and subject to the comments and exceptions
noted below, we are of the opinion that the Company presently has available at
7
<PAGE>
least 159,000 shares of authorized but unissued stock and/or treasury shares
from which the shares of Common Stock proposed to be sold pursuant to exercise
of Options granted or to be granted under the Plan may be issued. Assuming that
(a) the Company maintains an adequate number of authorized but unissued shares
and/or treasury shares available for issuance to those persons who exercise
Options granted under the Plan, (b) the Options are issued in accordance with
the Plan, (c) the shares of Common Stock are issued in accordance with the Plan
and the associated option agreement for which such shares are being issued, and
(d) the consideration for shares of Common Stock issued pursuant to such Options
is actually received by the Company as provided in the Plan and exceeds the par
value of such shares, then the shares of Common Stock issued pursuant to the
exercise of the Options granted under and in accordance with the terms of the
Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
commission thereunder.
Very truly yours,
JENKENS & GILCHRIST, a Professional
Corporation
By: /s/ W. Alan Kailer
--------------------
W. Alan Kailer
Authorized Signatory
8
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hallwood Consolidated Resources Corporation on Form S-8 of our report dated
February 28, 1997, appearing in the Annual Report on Form 10-K of Hallwood
Consolidated Resources Corporation for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
August 21, 1997
9
