<PAGE> 1
As filed with the Securities and Exchange Commission on October 7, 1996
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
COHO ENERGY, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2488635
(State or other (I.R.S Employer
jurisdiction of Identification No.)
incorporation or
organization)
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(Address of Principal Executive Offices)
COHO ENERGY, INC.
1993 STOCK OPTION PLAN
(Full title of the plan)
JEFFREY CLARKE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COHO ENERGY, INC.
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(Name and address of agent for service)
(214)991-9493
(Telephone number, including area code, of agent for service)
--------------------------
With Copy to:
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010-3095
(713) 651-5151
Attention: Katie-Pat Vletas
--------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit (1) price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par
value 189,500 shares (2) $7.00 $1,326,500 $402
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low sale prices of a share of
Common Stock as reported by the Nasdaq Stock Market on September 30,
1996.
(2) Includes (i) an indeterminable number of shares of Common Stock issuable
as a result of the anti-dilution provisions of the Stock Option Plan and
(ii) the Common Stock purchase rights associated with the shares of
Common Stock being registered (the "Rights").
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on Form S-8
(No. 33-87206), registering shares of Common Stock issuable under the 1993
Stock Option Plan, are hereby incorporated by reference herein.
<TABLE>
<CAPTION>
Item 8. Exhibits
- ----------------
<S> <C>
4.1 -- Articles of Incorporation of the Registrant, as amended through August 10, 1993 (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)).
4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 33-65620)).
4.3 -- Rights Agreement dated September 12, 1994, by and between the Registrant and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed by the
Registrant with the Securities Exchange Commission on September 15, 1994).
4.4 -- 1993 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement
on Form S-4 (Reg. No. 33-65620)).
4.5 -- First Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1993).
4.6 -- Second Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's
Registration Statement on Form S-8 (Reg. No. 33-87206)).
4.7 -- Third Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
5.1 -- Opinion of Fulbright & Jaworski L.L.P. as to legality of securities.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on signature page).
</TABLE>
-2-
<PAGE> 3
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 Dallas, Texas, on the 8th day of August, 1996.
COHO ENERGY, INC.
By: /s/ Jeffrey Clarke
-------------------------------------
Jeffrey Clarke
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Jeffrey Clarke his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post- effective amendments) to this
Registration Statement, and to file the same and all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney-in-fact and agent 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 attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey Clarke President, Chief Executive
- ------------------------------------------ Officer and Director August 31, 1996
Jeffrey Clarke (Principal Executive Officer)
/s/ Eddie M. LeBlanc Senior Vice President and August 31, 1996
- ------------------------------------------ Chief Financial Officer
Eddie M. LeBlanc (Principal Financial and
Accounting Officer)
/s/ Frederick K. Campbell Director August 31, 1996
- ------------------------------------------
Frederick K. Campbell
</TABLE>
-3-
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kenneth H. Lambert Director August 31, 1996
- ------------------------------------------
Kenneth H. Lambert
/s/ Douglas R. Martin Director August 31, 1996
- ------------------------------------------
Douglas R. Martin
/S/ Robert R. Anderson Director August 31, 1996
- ------------------------------------------
Robert R. Anderson
/s/ Roy R. Baker Director August 31, 1996
- ------------------------------------------
Roy R. Baker
/s/ Louis F. Crane Director August 31, 1996
- ------------------------------------------
Louis F. Crane
/s/ Jake Taylor Director August 31, 1996
- ------------------------------------------
Jake Taylor
/s/ Howard I. Hoffen Director August 31, 1996
- ------------------------------------------
Howard I. Hoffen
/s/ Carl S. Quinn Director August 31, 1996
- ------------------------------------------
Carl S. Quinn
</TABLE>
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
------ ----------------------- -----
<S> <C>
4.1 Articles of Incorporation of the Registrant, as amended through
August 10, 1993 (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-4 (Reg.
No. 33-65620)).
4.3 Rights Agreement dated September 12, 1994, by and between the
Registrant and Chemical Bank, as Rights Agent (incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A filed by the Registrant with the Securities Exchange
Commission on September 12, 1994).
4.4 1993 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
the Registrant's Registration Statement on Form S-4 (Reg.
No. 33-65620)).
4.5 First Amendment to 1993 Stock Option Plan (incorporated by reference to
Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993).
4.6 Second Amendment to 1993 Stock Option Plan (incorporated by reference
to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8
(Reg. No. 33-87206)).
4.7 Third Amendment to 1993 Stock Option Plan (incorporated by reference to
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996).
5.1 Opinion of Fulbright & Jaworski L.L.P. as to legality of securities.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
-5-
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
October 3, 1996
We have acted as counsel for Coho Energy, Inc., a Texas corporation
(the "Company"), in connection with its filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration under the Securities Act of 1933,
as amended, of 189,500 shares of the Company's common stock, $.01 par value per
share, including the Common Stock purchase rights associated therewith
(collectively, the "Shares"), to be offered upon the terms and subject to the
conditions set forth in the Company's 1993 Stock Option Plan (as amended, the
"Plan").
We have examined (i) the Articles of Incorporation and By-Laws of the
Company, each as amended to date, (ii) the Plan, (iii) the Registration
Statement, and (iv) such certificates, statutes and other instruments and
documents as we considered appropriate for purposes of the opinions hereafter
expressed.
In connection with this opinion, we have assumed the authenticity and
completeness of all records, certificates and other instruments submitted to us
as originals, the conformity to original documents of all records, certificates
and other instruments submitted to us as copies, the authenticity and
completeness of the originals of those records, certificates and other
instruments submitted to us as copies and the correctness of all statements of
fact contained in all records, certificates and other instruments that we have
examined.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
-1-
<PAGE> 1
Exhibit No. 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Coho Energy, Inc.
We consent to incorporation by reference in this registration statement on Form
S-8 of Coho Energy, Inc. of our reports dated February 24, 1995, relating to
the consolidated balance sheet of Coho Energy, Inc. and subsidiaries as of
December 31, 1994, and the related consolidated statements of earnings,
shareholders' equity, and cash flows and the related schedule for each of the
years in the two-year period ended December 31, 1994, which reports appear in
the December 31, 1995, annual report on Form 10-K of Coho Energy, Inc.
KPMG Peat Marwick LLP
Dallas, Texas
October 1, 1996
-2-
<PAGE> 1
Exhibit No. 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 Coho 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
October 1, 1996
-3-
