<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 1995.
Registration No. 33
-----------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
SOUTHERN MINERAL CORPORATION
(Exact name of registrant as specified in its charter)
------------------------------
NEVADA 36-2068676
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
17001 NORTHCHASE, SUITE 690
HOUSTON, TEXAS 77060-2138
(Address, including Zip Code, of Registrant's Principal Executive Offices)
------------------------------
SOUTHERN MINERAL CORPORATION
1995 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(Full Title of the Plan)
------------------------------
Name, Address and Telephone Copy of communications to:
Number of Agent for Service:
T. WILLIAM PORTER
STEVEN H. MIKEL OR NORA J. DOBIN
SOUTHERN MINERAL CORPORATION PORTER & HEDGES, L.L.P.
17001 NORTHCHASE, SUITE 690 700 LOUISIANA STREET, SUITE 3500
HOUSTON, TEXAS 77060-2138 HOUSTON, TEXAS 77002-2370
(713) 872-7621 (713) 226-0600
<TABLE>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED
AMOUNT TO OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 100,000 $.9375 $93,750 $100
===============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c) and (h), the registration fee is calculated on
the basis of the last sale price for the Common Stock on the NASDAQ
SmallCap Market on June 21, 1995, $.9375 per share.
(2) Since the fee calculated pursuant to Rule 457(c) and (h) is only $32,
the minimum fee of $100 is paid pursuant to Section 6(b) of the
Securities Act of 1933, as amended.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by Southern Mineral
Corporation, a Nevada corporation (the "Company" or "Registrant"), with the
Securities and Exchange Commission ("Commission") are incorporated into this
registration statement ("Registration Statement") by reference: (i) the
Company's annual report on Form 10-K for the fiscal year ended December 31,
1994, (ii) the Company's quarterly report on Form 10-QSB for the fiscal quarter
ended March 31, 1995, (iii) the Company's current report on Form 8-K dated
January 5, 1995, (iv) the Company's current report on Form 8-K dated March 2,
1995, (v) the Company's current report on Form 8-K dated April 6, 1995, as
amended by Amendment No. 1 on Form 8-K/A dated April 6, 1995, and (vi) the
Company's current report on Form 8-K dated June 9, 1995.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. The Company will provide
without charge to each participant in the Company's 1995 Non-Employee Director
Compensation Plan, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock. The Company's authorized capital stock consists of
10,000,000 shares of common stock, par value $.01 per share, of which 6,268,340
shares were issued and outstanding as of May 31, 1995. Outstanding shares of
Common Stock are, and shares of Common Stock covered by this Registration
Statement when issued in accordance with the 1995 Non-Employee Director
Compensation Plan will be, fully paid and nonassessable. Under Nevada law, the
Common Stock has no preemptive rights for so long as the Common Stock remains
registered under the Exchange Act.
Holders of Common Stock are entitled to receive dividends, if, as and
when declared by the board of directors out of funds legally available
therefor, and are entitled on liquidation to share ratably in all assets of the
Company remaining after the payment of liabilities. The Company's ability to
declare and pay any such dividends would depend upon, among other things, the
earnings and financial condition of the Company, and restrictive provisions of
any financing arrangements to which the Company may be subject from time to
time.
Each share of Common Stock has one vote on all matters presented to
the stockholders. A majority of issued and outstanding shares of Common Stock
entitled to vote and represented at a stockholders meeting in person or by
proxy constitutes a quorum for the transaction of business. The affirmative
vote of a majority of shares present and entitled to vote at a meeting at which
a quorum is present generally will constitute stockholder action. Certain
fundamental corporate changes such as amending the articles of incorporation, a
merger or a disposition of all of the Company's assets, require the approval of
a majority of outstanding shares entitled to vote thereon. Directors are
elected by a plurality of votes cast by stockholders entitled to vote therefor.
Since the Common Stock does not have cumulative voting rights, holders of more
than 50% of the shares present and entitled to vote for directors at a meeting
at which a quorum is present may, if they choose to do so, elect all of the
directors and, in that event, the holders of the remaining shares will not be
able to elect any directors.
American Stock Transfer & Trust Company, New York, New York, is the
transfer agent and registrar for the Common Stock.
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<PAGE> 3
Nevada Takeover Statute. The Company is subject to provisions of the
General Corporation Law of Nevada ("NGCL") which generally restrict business
combinations between the Company and those of its stockholders who beneficially
own 10% or more of the voting power of its outstanding voting shares. The
effect of these provisions is to permit friendly, negotiated transactions which
are approved in advance by the Board of Directors while restricting a hostile
acquiror's flexibility in acquiring the Company. The following discussion of
these provisions is qualified in its entirety by reference to Nevada Revised
Statutes 78.411 through 78.444 (collectively, the "Takeover Statute").
References to Sections are to sections of the Takeover Statute.
Combinations covered by the Takeover Statute are identified in Section
78.416 and generally include transactions involving the Company's assets or
securities. Section 78.438, subject to certain exceptions, prohibits the
Company from engaging in any combination with any interested stockholder for
three years after the interested stockholder's date of acquiring shares unless
the combination or the purchase of shares made by the interested stockholder on
such stockholder's date of acquiring shares is approved by the Board of
Directors before that date.
Further, Section 78.439 prohibits any combination with an interested
stockholder following the expiration of three years after his date of acquiring
shares unless the combination complies with the Company's articles of
incorporation and either (i) the combination or the purchase of shares by the
interested stockholder is approved by the Board of Directors before the
stockholder's date of acquiring shares, or (ii) the combination is approved by
the affirmative vote of the holders of stock representing a majority of the
outstanding voting power not beneficially owned by the interested stockholder
at a meeting called for that purpose no earlier than three years after the
interested stockholder's date of acquiring shares, or (iii) the aggregate value
of consideration to be received by the holders of the Common Stock and by the
holders of any other class or series of shares satisfies certain standards
specified in the Takeover Statute, the consideration to be received by the
stockholders is distributed promptly and is in cash or the same form as the
interested stockholder used to acquire the largest number of shares previously
acquired by such stockholder, and except as specified in the statute, the
interested stockholder has not become the beneficial owner of any additional
voting shares of the Company after the date of acquiring shares and before the
date of consummation of the combination.
"Interested stockholder" is defined under Section 78.423 as any person
(other than the Company or any of its subsidiaries) who beneficially owns,
directly or indirectly, 10% or more of the voting power of the Company's
outstanding voting shares, or any affiliate or associate of the Company who, at
any time within three years immediately before the date in question, was the
beneficial owner of 10% or more of the voting power of the Company's then
outstanding shares.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ninth of Registrant's Amended and Restated Articles of
Incorporation permits, and Article VII of Registrant's Bylaws contains
indemnification provisions which make mandatory the indemnification permitted
by Section 78.751 of the NGCL. Accordingly, Registrant generally must
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of Registrant or is or was
serving at the request of Registrant as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding. However, with respect to an action or suit brought
to obtain a judgment in Registrant's favor, whether by Registrant itself or
derivatively by a stockholder, (i) such indemnification is limited to expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit, and (ii) indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
Registrant or for amounts paid in settlement to Registrant, unless and only to
the
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<PAGE> 4
extent that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
In all cases, the person seeking indemnification must have acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
Registrant's best interests. In the case of criminal actions or proceedings,
the person must also have had no reasonable cause to believe his conduct was
unlawful. The determination as to whether a person seeking indemnification has
met the required standard of conduct must be made by Registrant's stockholders,
by a majority vote of a quorum of its disinterested directors, or by
independent legal counsel in a written opinion if such a quorum does not exist
or if the disinterested directors so direct.
To the extent that a director, officer, employee or agent of
Registrant has been successful on the merits or otherwise in defending any
action, suit or proceeding for which indemnification is permissible under the
NGCL, or in defending any claim, issue or matter therein, Registrant must,
under both the NGCL and its Bylaws, indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense. As permitted by the NGCL, Registrant's Bylaws require it to advance
expenses which its officers and directors incur in defending any civil or
criminal action, suit or proceeding upon receipt of an undertaking by him or on
his behalf to repay such amounts if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by Registrant.
The NGCL and Registrant's Bylaws provide that the indemnification and
advancement of expenses authorized therein are not exclusive. Accordingly,
Registrant could provide for other indemnification of its directors and
officers acting in either or both of their official capacities or other
capacities while holding office. However, excepting advancement of expenses
and court-ordered indemnification explicitly provided for by the NGCL, the NGCL
and Registrant's Bylaws prohibit Registrant from indemnifying any director or
officer if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
Consistent with Section 78.752 of the NGCL, Registrant's Bylaws
empower it to procure and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of Registrant, or at Registrant's
request, of another entity, against any liability asserted against him and
incurred by him in such capacity, or arising out of his status as such,
regardless of whether Registrant could indemnify him against such liability.
Registrant has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Registrant, or that
may arise out of their status as directors or officers of the Registrant,
including liabilities under federal and state securities laws.
As permitted by Section 78.037 of the NGCL, Registrant's Amended and
Restated Articles of Incorporation eliminate the liability of its directors and
officers to Registrant and its stockholders for damages for breach of fiduciary
duty, except for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or for the payment of distributions in violation
of Section 78.300 of the NGCL. To the extent that this provision limits the
remedies of Registrant and its stockholders to equitable remedies, it might
reduce the likelihood of derivative litigation and discourage Registrant's
management or stockholders from initiating litigation against its directors or
officers for breach of their fiduciary duties. Additionally, equitable
remedies may not be effective in many situations. If a stockholder's only
remedy is to enjoin the completion of an action, such remedy would be
ineffective if the stockholder does not become aware of a transaction or event
until after it has been completed. In such a situation, it is possible that
Registrant and its stockholders would have no effective remedy against
directors or officers.
The above discussion of the NGCL and Registrant's Amended and Restated
Articles of Incorporation and Bylaws is not intended to be exhaustive and is
qualified in its entirety by the NGCL and such Articles and Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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<PAGE> 5
ITEM 8. EXHIBITS
The following is a list of all exhibits filed as part of this
Registration Statement.
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
5 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
23-A Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).
23-B Consent of Grant Thornton LLP.
23-C Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on signature page).
</TABLE>
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 to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) 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; and
(iii) 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 (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(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) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.
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<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howell H. Howard and Steven H. Mikel,
and each of them, either of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, 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, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, 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
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of either of them, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Houston, State of Texas, on June 26, 1995.
SOUTHERN MINERAL CORPORATION
By: /s/ Steven H. Mikel
-----------------------------------------------
Steven H. Mikel,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the indicated capacities
and on the 26th day of June 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Steven H. Mikel Director, and
------------------------------------------------ President and Chief Executive Officer
Steven H. Mikel
/s/ John Misitigh Vice President, Secretary and Treasurer
------------------------------------------------ (principal financial and accounting officer)
John Misitigh
/s/ B. Travis Basham Director
------------------------------------------------
B. Travis Basham
/s/ Thomas R. Fuller Director
------------------------------------------------
Thomas R. Fuller
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Robert R. Hillery
------------------------------------------------ Director
Robert R. Hillery
/s/ E. Ralph Hines, Jr. Director
------------------------------------------------
E. Ralph Hines, Jr.
/s/ Howell H. Howard Director and Chairman of the Board
------------------------------------------------
Howell H. Howard
/s/ James E. Nielson Director
------------------------------------------------
James E. Nielson
/s/ Donald H. Wiese, Jr. Director
------------------------------------------------
Donald H. Wiese, Jr.
/s/ Spencer L. Youngblood Director
------------------------------------------------
Spencer L. Youngblood
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No.
- -------
<S> <C>
*5 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23-A Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).
*23-B Consent of Grant Thornton LLP.
*23-C Consent of Arthur Andersen LLP.
*24 Powers of Attorney (included on signature page).
</TABLE>
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* Filed herewith
<PAGE> 1
EXHIBIT 5
[PORTER & HEDGES LETTERHEAD]
June 26, 1995
Southern Mineral Corporation
17001 Northchase, Suite 690
Houston, Texas 77060
Re: SOUTHERN MINERAL CORPORATION REGISTRATION STATEMENT ON FORM
S-8; 1995 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
Gentlemen:
We have acted as counsel to Southern Mineral Corporation, a Nevada
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 100,000 shares ("Shares") of
the Company's common stock, par value $.01 per share ("Common Stock"), issuable
pursuant to the Company's 1995 Non-Employee Director Compensation Plan (the
"Plan").
We have examined the Plan and such corporate records, documents,
instruments and certificates of the Company, and have reviewed such questions
of law as we have deemed necessary, relevant or appropriate to enable us to
render the opinion expressed herein. In such examination, we have assumed
without independent investigation the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity of
all natural persons, and the conformity of any documents submitted to us as
copies to their respective originals. As to certain questions of fact material
to this opinion, we have relied without independent investigation upon
statements or certificates of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Plan, be validly issued, fully paid and
nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
----------------------------------------
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23-B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 10, 1995 accompanying the
financial statements of Southern Mineral Corporation appearing in the 1994
Annual Report on Form 10-K for the year ended December 31, 1994, which is
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ Grant Thornton LLP
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GRANT THORNTON LLP
Houston, Texas
June 23, 1995
<PAGE> 1
EXHIBIT 23-C
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 31, 1995, included in the Current Report on Form 8-K of Southern Mineral
Corporation dated April 6, 1995.
/s/ Arthur Andersen LLP
-----------------------------
ARTHUR ANDERSEN LLP
San Antonio, Texas
June 21, 1995
