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As filed with the Securities and Exchange Commission on May 30, 1997
REGISTRATION NO.333-
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UNITED STATES
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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COHO ENERGY, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2488635
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(Address of Principal Executive Offices)
(Zip Code)
COHO ENERGY, INC.
1993 STOCK OPTION PLAN
(Full title of the plan)
JEFFREY CLARKE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
COHO ENERGY, INC.
14785 PRESTON ROAD, SUITE 860
DALLAS, TEXAS 75240
(Name and address of agent for service)
(972) 774-8300
(Telephone number, including area code, of agent for service)
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With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TX 77010-3095
(713) 651-5151
ATTENTION: MARTIN F. DOUBLESIN
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER UNIT (1) PRICE (1) REGISTRATION FEE
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Common Stock, $.01 par
value 775,000 shares (2) $ 9.00 $6,975,000 $2,114
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(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 May 27, 1997.
(2) Includes (i) an indeterminable number of shares of Common Stock issuable
as a result of the anti-dilution provisions of the 1993 Stock Option Plan
and (ii) the Common Stock purchase rights associated with the shares of
Common Stock being registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on Form S-8
(No. 33-87206), and the registrant's Registration Statement on Form S-8 (No.
333-13577) registering shares of Common Stock issuable under the 1993 Stock
Option Plan, are hereby incorporated by reference herein.
Item 8. Exhibits
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 13, 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 and
Exchange Commission on September 13, 1994).
4.4 -- First Amendment to Rights Agreement dated December 8, 1994, by
and between the Registrant and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 4.5 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994).
4.5 -- Second Amendment to Rights Agreement dated August 30, 1995, by
and between the Company and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995).
4.6 -- 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)).
4.7 -- 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).
4.8 -- 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)).
4.9 -- 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).
4.10 -- Fourth Amendment to 1993 Stock Option Plan.
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.
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23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on pages 3 and 4).
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Dallas, Texas, on the 30th day of May, 1997.
COHO ENERGY, INC.
By: /s/ Jeffrey Clarke
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Jeffrey Clarke
Chairman, 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ Jeffrey Clarke Chairman, President, Chief Executive May 30, 1997
- --------------------------------------------- Officer and Director
Jeffrey Clarke (Principal Executive Officer)
/s/ Eddie M. LeBlanc III Senior Vice President and May 30, 1997
- ---------------------------------------------- Chief Financial Officer
Eddie M. LeBlanc III (Principal Financial and
Accounting Officer)
/s/ Robert B. Anderson Director May 30, 1997
- ----------------------------------------------
Robert B. Anderson
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<TABLE>
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SIGNATURE TITLE DATE
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/s/ Roy R. Baker
- ------------------------------------------------ Director May 30, 1997
Roy R. Baker
/s/ Frederick K. Campbell
- ------------------------------------------------ Director May 30, 1997
Frederick K. Campbell
/s/ Louis F. Crane
- ------------------------------------------------ Director May 30, 1997
Louis F. Crane
/s/ Howard I. Hoffen
- ------------------------------------------------ Director May 30, 1997
Howard I. Hoffen
/s/ Kenneth H. Lambert
- ------------------------------------------------ Director May 30, 1997
Kenneth H. Lambert
/s/ Douglas R. Martin
- ------------------------------------------------ Director May 30, 1997
Douglas R. Martin
/s/ Carl S. Quinn
- ------------------------------------------------ Director May 30, 1997
Carl S. Quinn
/s/ Jake Taylor
- ------------------------------------------------ Director May 30, 1997
Jake Taylor
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
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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 13, 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 and
Exchange Commission on September 13, 1994).
4.4 First Amendment to Rights Agreement dated December 8, 1994, by
and between the Registrant and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 4.5 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994).
4.5 Second Amendment to Rights Agreement dated August 30, 1995, by
and between the Company and Chemical Bank, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995).
4.6 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)).
4.7 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).
4.8 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)).
4.9 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).
4.10 Fourth Amendment to 1993 Stock Option Plan.
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Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
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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 pages 3 and 4).
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EXHIBIT 4.10
FOURTH AMENDMENT TO
COHO ENERGY, INC.
1993 STOCK OPTION PLAN
WHEREAS, the Board of Directors and the shareholders of Coho Energy,
Inc., a Texas corporation (the "Company"), have approved the Company's 1993
Stock Option Plan and the First, Second and Third Amendments thereto (as
amended, the "Plan"); and
WHEREAS, the Board of Directors of the Company believes it to be in
the best interest of the Company to amend the Plan to provide that the total
number of shares of Common Stock, $.01 par value, of the Company ("Common
Stock") with respect to which options may be granted under the Plan be
increased by 775,000 shares to 2,044,500 shares;
WHEREAS, the shareholders of the Company on May 12, 1997 approved such
increase in the number of shares with respect to which options may be granted
under the Plan;
WHEREAS, the Board of Directors of the Company believes it to be in
the best interest of the Company to amend the Plan to remove a provision
requiring certain individuals to satisfy their withholding obligations under
applicable tax laws at the time of the exercise of an option only through
shares of Common Stock;
WHEREAS, the shareholders of the Company are not required by the Plan
to approve the amendment regarding withholding obligations;
WITNESSETH:
The first paragraph of Section 3 of the Plan shall be amended to read
as follows in its entirety:
"The stock subject to the Options and other provisions of
this Plan shall be shares of the Company's Common Stock, $.01 par
value per share (the "Common Stock"). The total amount of the Common
Stock with respect to which Options may be granted shall not exceed in
the aggregate 2,044,500 shares, provided that the class and aggregate
number of shares that may be subject to the Options granted hereunder
shall be subject to adjustment in accordance with the provisions of
Section 16 hereof. Such shares may be treasury shares or authorized
but unissued shares."
Section 10 of the Plan shall be amended to read as follows in its
entirety:
"Options shall be exercised by the delivery of written notice
to the Company setting forth the number of shares with respect to
which the Option is to be exercised, together with: (i) cash,
certified check, bank draft or postal or express money order payable
to the order of the Company for an amount equal to the option price of
such shares plus any applicable taxes required to be withheld by the
Company or (ii) any other form of payment that is acceptable to the
Committee, and specifying the address to which the certificates for
such shares are to be mailed. At any time when an optionee is required
to pay to the
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Company an amount to be withheld under applicable tax laws in
connection with a distribution of Common Stock upon the exercise of an
Option, the optionee may satisfy this obligation in whole or in part
by electing, at the time of exercise and subject to approval by the
Committee, to have the Company withhold from the distribution of
shares otherwise issuable upon exercise of the Option a number of
shares of Common Stock having a fair market value equal to the amount
required to be withheld. As promptly as practicable after receipt of
such written notification and payment, the Company shall deliver to
the optionee certificates for the number of shares with respect to
which such Option has been so exercised, issued in the optionee's
name; provided that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have
deposited such certificates in the United States mail, addressed to
the optionee, at the address specified pursuant to this Section."
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EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]
May 30, 1997
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 775,000 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.
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EXHIBIT 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 statements of earnings, shareholders' equity, and cash flows
and related schedule of Coho Energy, Inc. and subsidiaries for the year ended
December 31, 1994, which reports appear in the December 31, 1996, annual report
on Form 10-K of Coho Energy, Inc.
KPMG Peat Marwick LLP
Dallas, Texas
May 30, 1997
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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
February 21, 1997, included in Coho Energy, Inc.'s Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
May 30, 1997
