<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 1997.
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
SOUTHERN MINERAL CORPORATION
(Exact name of registrant as specified in its charter)
______________________________
<TABLE>
<S> <C>
NEVADA 36-2068676
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
500 DALLAS, SUITE 2800
HOUSTON, TEXAS 77002-4708
(Address, including Zip Code, of Registrant's Principal Executive Offices)
______________________________
SOUTHERN MINERAL CORPORATION
1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(Full Title of the Plan)
______________________________
<TABLE>
<S> <C>
Name, Address and Telephone Copy of communications to:
Number of Agent for Service:
STEVEN H. MIKEL NORA J. DOBIN
SOUTHERN MINERAL CORPORATION PORTER & HEDGES, L.L.P.
500 DALLAS, SUITE 2800 700 LOUISIANA STREET, SUITE 3500
HOUSTON, TEXAS 77002-4708 HOUSTON, TEXAS 77002-2370
(713) 658-9444 (713) 226-0600
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<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
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 200,000 $5.125 $1,025,000 $311
=============================================================================================================================
</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 April 25, 1997, $5.125 per share.
===============================================================================
<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-KSB for the fiscal year ended December 31,
1996, (ii) the Company's Form 8-K dated April 10, 1997, and (iii) the Company's
Form 8-K dated April 16, 1997.
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 1997 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
20,000,000 shares of common stock, par value $.01 per share ("Common Stock"),
of which as of April 16, 1997, 9,100,832 shares were issued and outstanding and
2,213,565 shares were reserved for issuance upon exercise of outstanding
options and warrants and for issuance under the Company's various stock option
and compensation plans. Outstanding shares of Common Stock are, and shares of
Common Stock covered by this Registration Statement when issued in accordance
with the 1997 Non-Employee Director Compensation Plan will be, fully paid and
nonassessable.
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. Since 1994, the Company
has reinvested any earnings in its business and, accordingly, has not paid any
dividends on its Common Stock. Although the Company intends to continue to
invest any future earnings in its business, it may determine to pay cash
dividends in the future. 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. The
Company's current bank financing restricts payment of dividends.
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.
-2-
<PAGE> 3
Under Nevada law, since the Company's articles of incorporation do not
deny preemptive rights, holders of Common Stock have preemptive rights to
acquire unissued shares, treasury shares or securities convertible into such
shares EXCEPT with respect to (i) shares issued to directors, officers or
employees pursuant to approval by the affirmative vote of the holders of a
majority of the shares entitled to vote or when authorized by a plan approved
by such a vote of shareholders, (ii) shares sold for a consideration other than
cash, (iii) shares issued at the same time that the shareholder who claims a
preemptive right acquired his shares, (iv) shares issued as part of the same
offering in which the shareholder who claims a preemptive right acquired his
shares, (v) shares (or shares into which convertible securities may be
converted) which upon issuance are registered pursuant to Section 12 of the
Exchange Act, or (vi) shares of any class that is preferred or limited as to
dividends or assets or to any obligations, unless convertible into Common Stock
or carrying a right to subscribe to or acquire Common Stock. To the extent any
preemptive right exists, it only is an opportunity to acquire shares or other
securities upon such terms as the board of directors fixes for the purpose of
providing a fair and reasonable opportunity for the exercise of such right.
The Common Stock is registered under Section 12 of the Exchange Act and holders
thereof will have no preemptive rights in respect of Common Stock issuances for
so long as the Common Stock remains so registered.
American Stock Transfer & Trust Company, New York, New York, is the
transfer agent and registrar for the Common Stock.
Nevada Takeover Statute. The Company is subject to provisions of the
General Corporation Law of Nevada (the "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.
-3-
<PAGE> 4
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 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
-4-
<PAGE> 5
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.
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 the federal and state securities
laws.
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.
ITEM 8. EXHIBITS
Exhibit
No. Description
4.1 1997 Non-Employee Director Compensation Plan (filed herewith).
5 Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities (filed herewith).
23.1 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).
23.2 Consent of Grant Thornton LLP. (filed herewith).
23.3 Consent of Netherland, Sewell & Associates, Inc. (filed herewith).
23.4 Consent of McDaniel & Associates Consultants Ltd. (filed herewith).
24 Powers of Attorney (included on signature page).
99 Application and Affidavit Pursuant to Rule 437 under the Securities
Act of 1933 regarding impracticability of obtaining written consent
of Hedrick and Associates (filed herewith).
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
which, individually or together, represent a fundamental
change in the information in the registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution; 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 under the Exchange Act.
(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.
-5-
<PAGE> 6
(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, each filing of
the registrant's annual report pursuant to section 13(a) or 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 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.
-6-
<PAGE> 7
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 the 28th day of April
1997.
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 capacities indicated
as of the 28th day of April 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Steven H. Mikel Director, and
-------------------------------- President and Chief Executive
Steven H. Mikel Officer
/s/ James H. Price Vice President -- Finance and
-------------------------------- Treasurer
James H. Price (principal financial and
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ B. Travis Basham Director
--------------------------------
B. Travis Basham
/s/ Thomas R. Fuller Director
--------------------------------
Thomas R. Fuller
/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>
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 1997 Non-Employee Director Compensation Plan (filed herewith).
5 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities (filed herewith).
23.1 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).
23.2 Consent of Grant Thornton LLP. (filed herewith).
23.3 Consent of Netherland, Sewell & Associates, Inc. (filed herewith).
23.4 Consent of McDaniel & Associates Consultants Ltd. (filed herewith).
24 Powers of Attorney (included on signature page).
99 Application and Affidavit Pursuant to Rule 437 under the Securities Act of 1933 regarding
impracticability of obtaining written consent of Hedrick and Associates (filed herewith).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
SOUTHERN MINERAL CORPORATION
1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
1. PURPOSE OF THE PLAN
The purpose of this 1997 Non-Employee Director Compensation Plan (the
"Plan") of Southern Mineral Corporation, a Nevada corporation (the "Company"),
is to provide for the payment of Eligible Directors' (defined below)
compensation in shares of the Company's common stock, par value $.01 per share
("Common Stock"), in order to further align the interests of Eligible Directors
with those of the Company's stockholders and thereby promote the Company's
long-term prospects.
2. ADMINISTRATION
Subject to the terms of the Plan, the Company's Board of Directors
(the "Board") shall have the power to interpret the Plan and supervise its
administration. All decisions made by the Board pursuant to the Plan shall be
made by a majority of its members.
3. STOCK RESERVED FOR THE PLAN
The shares subject to the Plan shall consist of 200,000 authorized but
unissued shares of Common Stock or previously issued shares reacquired and held
by the Company, and such number of shares shall be and hereby is reserved for
issuance pursuant to the Plan. Any of such shares which may remain unissued
upon the Plan's termination shall cease to be reserved for purposes of the
Plan.
4. STOCK GRANTS
Each Eligible Director (defined below) who attends in person a regular
or special meeting of the Company's Board of Directors (excluding telephonic
meetings) shall be issued effective on the date of such meeting (the "Grant
Date") 1,000 shares of Common Stock ("Stock Grant"). "ELIGIBLE DIRECTOR" means
a director of the Company who is not an employee of the Company or any of its
subsidiaries (as defined in Section 425(f) of the Internal Revenue Code of
1986, as amended).
5. TRANSFER RESTRICTIONS
Until the expiration of six months and one day after the Grant Date,
no Common Stock issued as part of the subject Stock Grant shall be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of except by
will or by the laws of descent and distribution. Any attempted disposition in
violation of this Section 5 shall be null and void.
<PAGE> 2
6. SECURITIES MATTERS
(a) Notwithstanding any other provision of the Plan,
(i) the Company shall not be obligated to cause to be
issued or delivered any certificate evidencing shares of Common Stock subject
to a Stock Grant unless and until the Company is advised by its counsel that
the issuance and delivery of such certificate is in compliance with all
applicable laws and regulations promulgated by governmental authority and all
requirements of any securities exchange or quotation system on which shares of
Common Stock are then traded or quoted; and
(ii) the Company shall be under no obligation to register,
qualify or perfect an exemption from registration under federal or applicable
state securities laws and regulations any shares of Common Stock issuable as a
Stock Grant. The Board may require, as a condition to the issuance and
delivery of certificates evidencing such shares of Common Stock, that the
recipient of such shares make such covenants, agreements and representations,
and that such certificates bear such legends, as the Board, in its sole
discretion, deems necessary or desirable to comply with federal and applicable
state securities laws and regulations.
(b) Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Securities
Exchange Act of 1934, as amended. To the extent any provision of the Plan or
action by the Board fails to so comply, such provision or action shall be
deemed null and void to the extent permitted by applicable law and deemed
advisable by the Board.
7. TAX MATTERS
Recipients of Stock Grants shall be responsible for all federal, state
and local taxes attributable thereto. The Company shall provide recipients of
Stock Grants a Form 1099 or comparable successor form with respect thereto.
8. AMENDMENT OF THE PLAN
The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever, provided, however, that the
provisions of Section 4 of the Plan (Stock Grants) may not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules and
regulations thereunder.
9. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective upon its approval by the Company's
Board of Directors. No Common Stock may be granted under the Plan after May
31, 2002.
-2-
<PAGE> 1
EXHIBIT 5
April 28, 1997
Southern Mineral Corporation
500 Dallas, Suite 2800
Houston, Texas 77002-4708
Re: SOUTHERN MINERAL CORPORATION REGISTRATION STATEMENT ON FORM
S-8; 1997 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 200,000 shares ("Shares") of
the Company's common stock, par value $.01 per share ("Common Stock"), issuable
pursuant to the Company's 1997 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 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 28, 1997 accompanying the
consolidated financial statements of Southern Mineral Corporation and
Subsidiaries appearing in its Annual Report on Form 10-KSB for the year ended
December 31, 1996, which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in this Registration
Statement of the aforementioned report.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Houston, Texas
April 28, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.
We consent to the incorporation by reference into this Form S-8
Registration Statement of Southern Mineral Corporation, a Nevada corporation
(the "Company"), of the references to this firm and to our audit on the
Company's estimated domestic proved reserves as of December 31, 1996 contained
in the Company's annual report on Form 10-KSB for the year ended December 31,
1996.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Danny D. Simmons
-------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
April 28, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.
April 24, 1997
Southern Mineral Corporation
500 Dallas, Suite 2800
Houston, Texas
77002-4508
Attention: Mr. James H. Price
Reference: Form S-8 Registration Statement
of Southern Mineral Corporation
Dear Sir:
We consent to the incorporation by reference into Form S-8 Registration
Statement of Southern Mineral Corporation, a Nevada corporation (the
"Company"), of the references to this firm and to our report on the Company's
estimated Canadian proved reserves as of December 31, 1996 contained in the
Company's annual report on Form 10-KSB for the year ended December 31, 1996.
Sincerely,
McDANIEL & ASSOCIATES CONSULTANTS LTD.
/s/ P. A. Welch [Seal]
- ----------------------------------------
P. A. Welch, P. Eng.
Vice President
Calgary, Alberta
Dated: April 24, 1997
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EXHIBIT 99
Southern Mineral Corporation
500 DALLAS, SUITE 2800
HOUSTON, TEXAS 77002
TELEPHONE (713) 658-9444
FAX (713) 658-9447
April 28, 1997
United States Securities and
Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Southern Mineral Corporation, a Nevada corporation (the "Company");
Form S-8 Registration Statement Covering Shares
Issuable under the Company's 1997 Non-Employee Director
Compensation Plan ("Form S-8")
Gentlemen and Ladies:
Enclosed please find my Affidavit concerning the impracticality of
obtaining the consent of the engineering firm of Hedrick and Associates to file
as an exhibit to the Form S-8 in connection with the incorporation by reference
therein of the Company's Form 10-KSB for the year ended December 31, 1996.
Hedrick and Associates is out of business. This letter constitutes the
Company's application to the Commission under Rule 437 of the Securities Act of
1933, as amended, to dispense with the requirement that the written consent of
Hedrick and Associates be obtained and filed as an exhibit to the Form S-8. We
respectfully request the Commission's consent to this application.
This application and enclosed Affidavit also are being filed as
Exhibit 99 to the Form S-8.
Very truly yours,
Southern Mineral Corporation
By: /s/ Steven H. Mikel
---------------------------------
Steven H. Mikel,
President and Chief Executive Officer
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AFFIDAVIT
PURSUANT TO RULE 437 UNDER THE
SECURITIES ACT OF 1933
STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
Steven H. Mikel, President and Chief Executive Officer of Southern Mineral
Corporation, a Nevada corporation, and being by me duly sworn did depose and
say:
1. My name is Steven H. Mikel. I am the President and Chief Executive
Officer of Southern Mineral Corporation, a Nevada corporation (the
"Company"), and have actual authority to make the statements contained
in this Affidavit on behalf of the Company in connection with the
Company's Form S-8 Registration Statement covering shares issuable
under the Company's 1997 Non-Employee Director Compensation Plan (the
"Form S-8").
2. This Affidavit is submitted to the Securities and Exchange Commission
pursuant to Rule 437 promulgated under Section 7 of the Securities Act
of 1933, as amended.
3. The Company's Form 10-KSB for the year ended December 31, 1996 refers
to engineering firms and their reports, and is incorporated by
reference in the Form S-8. Consents of such engineering firms must be
filed as exhibits to the Form S-8.
4. One of the engineering firms covered by item 3 above is Hedrick and
Associates which prepared the Company's reserve estimate information
as of December 31, 1993 and 1994. Since Hedrick and Associates is out
of business, it is impracticable to obtain its consent to file as an
exhibit to the Form S-8.
/s/ Steven H. Mikel
--------------------------------------
Steven H. Mikel,
President and Chief Executive Officer,
Southern Mineral Corporation
SWORN TO BEFORE ME on this 28th day of April 1997.
/s/ Margie Ewald
--------------------------------------
Notary Public in and for the State of Texas
Margie Ewald
--------------------------------------
Printed Name of Notary
[Seal]
My Commission Expires: 12-10-98
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