As filed with the Securities and Exchange Commission on June 19, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALLON PETROLEUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 64-0844345
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
200 NORTH CANAL STREET, NATCHEZ, MISSISSIPPI 39120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
CALLON PETROLEUM COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
FRED L. CALLON
200 NORTH CANAL STREET
NATCHEZ, MISSISSIPPI 39120
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(601) 442-1601
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
BUTLER & BINION, L.L.P.
1000 Louisiana, Suite 1600
Houston, Texas 77002
Attn: George G. Young III
(713) 237-3111
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed maximum Amount of
to be registered to be maximum offering aggregate offering registration
registered price per share* price fee*
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 250,000 $15.3125 $3,828,125 $1,160.04
Stock shares
- -----------------------------------------------------------------------------------------
</TABLE>
- -------------
* Computed pursuant to Rule 457(h) based on the average of the high and low
reported prices on June 16, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The information required by Items 1 and 2 of Part I of Form S-8 is not
filed as part of this Registration Statement in accordance with the Note to
Part I of Form S-8 and Rule 428 promulgated under the Securities Act of
1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, and all documents subsequently filed by
Callon Petroleum Company (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to the
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 shall be
deemed to be a part hereof from the date of the filing of such documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (file number 0-25192);
(b) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1997 and Current Report on Form 8-K dated January 9,
1997 (File No. 0-25192); and
(c) "Item 4. Description of Registrant's Securities Registered" in the
Company's Registration Statement on Form 8-B filed October 3, 1994
describing the Company's Common Stock.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except actions
by or in the right of the corporation if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue, or matter as to which such person has been adjudged
liable to the corporation unless the Delaware Court of Chancery or other court
in which such action or suit is brought approves such indemnification. Section
145 further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and otherwise, and
to purchase indemnity insurance on behalf of its directors and officers. Article
Eight of the Certificate of Incorporation of the Company provides, in general,
that the Company may indemnify its officers and directors to the full extent
permitted by Delaware law. The Bylaws of the Company contain provisions granting
broad indemnification rights to directors, including presumptions and procedures
for indemnification rights that are enhanced in the context of a change in
control. Article Nine of the Certificate of Incorporation of the Company further
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages or breach of fiduciary duty as
a director except for any breach of the director's duty of loyalty, for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, for unlawful payment of dividends or unlawful stock
purchases or redemptions, or for any transaction from which the director derived
a personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT NUMBER
AND DESCRIPTION
---------------
(4) Instruments defining the rights of security holders, including
indentures
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-4, File No. 33-82408)
4.2 The Company's 1997 Employee Stock Purchase Plan
(5) Opinion re legality
5.1 Opinion of Butler & Binion, L.L.P.
(23) Consents of experts and counsel
23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
(24) Power of attorney (included on the signature page hereof)
3
<PAGE>
ITEM 9. UNDERTAKINGS.
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 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;
(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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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.
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 Natchez, State of Mississippi, on June 17, 1997.
CALLON PETROLEUM COMPANY
By: /S/ FRED L. CALLON
Fred L. Callon, President and
Chief Executive Officer
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fred L. Callon, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him 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, with all exhibits, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done, 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 requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/S/ JOHN S. CALLON Chairman of the Board of Directors June 17, 1997
John S. Callon
/S/ FRED L. CALLON Chief Executive Officer, President and June 17, 1997
Fred L. Callon Director (PRINCIPAL EXECUTIVE OFFICER)
/S/ JOHN S. WEATHERLY Senior Vice President, Chief Financial June 17, 1997
John S. Weatherly Officer and Treasurer (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
/S/ DENNIS W. CHRISTIAN Senior Vice President, Chief Operating June 17, 1997
Dennis W. Christian Officer and Director
/S/ B. F. WEATHERLY Director June 17, 1997
B. F. Weatherly
/S/ ROBERT A. STANGER Director June 17, 1997
Robert A. Stanger
/S/ JOHN C. WALLACE Director June 17, 1997
John C. Wallace
/S/ RICHARD O. WILSON Director June 17, 1997
Richard O. Wilson
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER
AND DESCRIPTION
---------------
(4) Instruments defining the rights of security holders, including
indentures
4.1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-4, File No. 33-82408)
4.2 The Company's 1997 Employee Stock Purchase Plan
(5) Opinion re legality
5.1 Opinion of Butler & Binion, L.L.P.
(23) Consents of experts and counsel
23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
(24) Power of attorney (included on the signature page hereof)
EXHIBIT 4.2
CALLON PETROLEUM COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN
I. PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is intended to promote the interests of
Callon Petroleum Company and its Corporate Affiliates (the "Corporation") by
providing eligible employees with the opportunity to acquire a proprietary
interest in the Corporation through participation in a payroll-deduction based
employee stock purchase plan designed to qualify under Section 423 of the Code.
Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Compensation Committee of the Board, or any other duly constituted
committee of the Board, in its capacity as Plan Administrator shall have full
authority to interpret and construe any provision of the Plan and to adopt such
rules and regulations for proper administration of the Plan as it may deem
necessary or appropriate. Decisions of the Plan Administrator shall be final and
binding on all parties having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares of Common Stock purchased
on the open market. The maximum number of shares of Common Stock which may be
issued over the term of the Plan shall not exceed 250,000 shares.
B. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and class of securities issuable under the Plan,
(ii) the maximum number and class of securities purchasable per Participant on
any one Purchase Date and (iii) the number and class of securities and the price
per share in effect under each outstanding purchase right in order to prevent
the dilution or enlargement of benefits thereunder.
IV. OFFERINGS AND OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive offerings until such time as (i) the maximum
number of shares of Common Stock available for issuance under the Plan shall
have been purchased or (ii) the Plan shall have been sooner terminated.
B. Each offering shall be of such duration (not to exceed twenty-four (24)
months) as determined by the Plan Administrator prior to the start date (each,
an "offering period"). The initial offering period shall commence on July 1,
1997 and terminate on the last business day in June 1999. The next offering
period shall begin on the first business day in July 1999 and terminate on the
last business day in June 2001. Subsequent offerings shall begin as designated
by the Plan Administrator.
<PAGE>
C. Each offering period shall be comprised of a series of successive
semi-annual Purchase Intervals. Purchase Intervals shall run from the first
business day in July to the last business day in December each year and from the
first business day in January each year to the last business day in June in the
following year. Accordingly, there shall be a maximum of four (4) semi-annual
Purchase Intervals within each offering period. However, the first Purchase
Interval in effect for the initial offering period under the Plan shall begin on
July 1, 1997 and continue through December 31, 1997.
D. Should the Fair Market Value per share of Common Stock on any Purchase
Date within an offering period be less than the Fair Market Value per share of
Common Stock on the start date of that offering period, then that offering shall
automatically terminate immediately after the purchase of shares of Common Stock
on such Purchase Date, and a new offering shall commence on the next business
day following such Purchase Date. The new offering shall have a duration of
twenty-four (24) months, unless the Plan Administrator establishes a shorter
duration within five (5) business days following the start date of that offering
period.
E. Under no circumstances shall any shares of Common Stock be issued under
the Plan until such time as (i) the Plan shall have been approved by the
Corporation's shareholders and (ii) the Corporation shall have complied with all
applicable requirements of the Securities Act, all applicable listing
requirements of any securities exchange (or the Nasdaq National Market if
applicable) on which shares of the Common Stock are listed for trading and all
other applicable statutory and regulatory requirements.
V. ELIGIBILITY
A. Each individual who is an Eligible Employee prior to the start date of
any offering may participate in the Plan, provided such individual remains an
Eligible Employee.
B. An individual who first becomes an Eligible Employee after the start
date of any offering may participate in the Plan on any Quarterly Entry Date
within that offering period on which he or she remains an Eligible Employee.
C. The date an Eligible Employee becomes a participant in the Plan shall
be designated his or her Entry Date for purposes of that offering.
D. To participate in the Plan for a particular offering, the Eligible
Employee must complete the enrollment forms prescribed by the Plan Administrator
(including a stock purchase agreement and payroll deduction authorization) and
file such forms with the Plan Administrator (or its designate) prior to his or
her scheduled Entry Date with respect to that offering. However, each individual
who is a Participant in an offering on the date such offering terminates
pursuant to Paragraph IV.D shall automatically be enrolled in the new offering
which commences immediately after such termination date.
VI. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock in an offering may be any multiple of one
percent (1%) of the Base Salary paid to the Participant during each Purchase
Interval within the offering period for that offering, up to a maximum of
fifteen percent (15%). The deduction rate so authorized shall continue in effect
for the remainder of the offering period, except to the extent such rate is
changed in accordance with the following guidelines:
The Participant may, not less than ten (10) days prior to any
Quarterly Adjustment Date within the offering period, file the appropriate
form with the Plan Administrator to increase or decrease the rate of his
or her payroll deduction for the remainder of that offering period. The
new rate (which may not exceed the fifteen percent (15%) maximum) shall
become effective on the first Quarterly Adjustment Date following the
filing of such form.
-2-
<PAGE>
B. Payroll deductions shall begin on the first pay day following the start
date of the offering period for each offering and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be held in
any segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.
C. Payroll deductions shall automatically cease upon the termination of
the Participant's purchase right in accordance with the provisions of the Plan.
D. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition of
Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.
VII. PURCHASE RIGHTS
A. A Participant shall be granted a separate purchase right for each
offering in which he or she participates. The purchase right shall be granted on
the Participant's Entry Date for an offering and shall provide the Participant
with the right to purchase shares of Common Stock, in a series of successive
installments during the remainder of such offering, upon the terms set forth
below. The Participant shall execute a stock purchase agreement embodying such
terms and such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.
Under no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such employee would, immediately after the grant, own
(within the meaning of Code Section 424(d)) or hold outstanding options or other
rights to purchase, stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Corporation or any
Corporate Affiliate.
B. Each purchase right shall be automatically exercised in installments on
each Purchase Date within the offering period, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded in accordance
with the Termination of Purchase Right provisions below) on each such Purchase
Date. The purchase shall be effected by applying the Participant's payroll
deductions for the Purchase Interval ending on such Purchase Date to the
purchase of whole shares of Common Stock at the purchase price in effect for the
Participant for that Purchase Date.
C. The purchase price per share at which Common Stock will be purchased on
the Participant's behalf on each Purchase Date within the offering period shall
be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
per share of Common Stock on the Participant's Entry Date for that offering or
(ii) the Fair Market Value per share of Common Stock on any Purchase Date for
that offering.
D. The number of shares of Common Stock purchasable by a Participant on
each Purchase Date during the offering period shall be the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions during the Purchase Interval ending with that Purchase Date
by the purchase price in effect for the Participant for that Purchase Date.
However, the maximum number of shares of Common Stock purchasable per
Participant on any one Purchase Date shall not exceed 1,000 shares, subject to
periodic adjustments in the event of certain changes in the Corporation's
capitalization.
E. Any payroll deductions not applied to the purchase of whole shares of
Common Stock on any Purchase Date because they are not sufficient to purchase a
whole share of Common Stock shall be held for the purchase of Common Stock on
the next Purchase Date. However, any payroll deductions not applied to the
purchase of Common Stock by reason of the limitation on the maximum number of
shares purchasable by the Participant on the Purchase Date shall be promptly
refunded.
-3-
<PAGE>
F. The following provisions shall govern the termination of outstanding
purchase rights:
(i) A Participant may, not later than ten (10) days prior to the
next Purchase Date in the offering period for any offering, terminate his
or her outstanding purchase right for that offering by filing the
appropriate form with the Plan Administrator (or its designate), and no
further payroll deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll deductions collected
during the Purchase Interval in which such termination occurs shall be
refunded as soon as possible.
(ii) The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently participate in the offering for
which the terminated purchase right was granted. In order to resume
participation in any subsequent offering, such individual must re-enroll
in the Plan (by making a timely filing of the prescribed enrollment forms)
prior to his or her Entry Date for that offering.
(iii) Should the Participant cease to remain an Eligible Employee
for any reason (including death, disability or change in status), then his
or her outstanding purchase right shall immediately terminate, and the
Participant's payroll deductions for the Purchase Interval in which such
purchase right so terminates shall be immediately refunded. However,
should the Participant cease to remain in active service by reason of an
approved unpaid leave of absence, then the Participant shall have the
right, exercisable up until the last business day of the Purchase Interval
in which such leave commences, to (a) withdraw all the payroll deductions
collected to date on his or her behalf for that Purchase Interval or (b)
have such funds held for the purchase of shares on his or her behalf on
the next scheduled Purchase Date. In no event, however, shall any further
payroll deductions be collected in any subsequent Purchase Interval on the
Participant's behalf during such leave. Upon the Participant's return to
active service, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began.
G. The Participant's outstanding purchase right shall automatically be
exercised, immediately prior to the effective date of any Corporate Transaction,
by applying the payroll deductions of such Participant for the Purchase Interval
in which such Corporate Transaction occurs to the purchase of whole shares of
Common Stock at a purchase price per share equal to eighty-five percent (85%) of
the lower of (i) the Fair Market Value per share of Common Stock on his or her
Entry Date into the offering period in which such Corporate Transaction occurs
or (ii) the Fair Market Value per share of Common Stock immediately prior to the
effective date of such Corporate Transaction. However, the applicable limitation
on the number of shares purchasable per Participant shall continue to apply to
any such purchase.
The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Corporate Transaction,
and each Participant shall, following the receipt of such notice, have the right
to terminate his or her outstanding purchase right prior to the effective date
of the Corporate Transaction.
H. Should the total number of shares of Common Stock which are to be
purchased pursuant to outstanding purchase rights on any particular date exceed
the number of shares then available for issuance under the Plan, the Plan
Administrator shall make a pro-rata allocation of the available shares on a
uniform and nondiscriminatory basis, and the payroll deductions of each
Participant, to the extent in excess of the aggregate purchase price payable for
the Common Stock pro-rated to such individual, shall be refunded.
I. The purchase right shall be exercisable only by the Participant and
shall not be assignable or transferable by the Participant other than by the
laws of inheritance.
J. A Participant shall have no stockholder rights with respect to the
shares subject to his or her outstanding purchase right until the shares are
purchased on the Participant's behalf in accordance with the provisions of the
Plan and the Participant has become a holder of record of the purchased shares.
-4-
<PAGE>
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to purchase rights under this Plan if
and to the extent such purchase rights, when aggregated with (i) any other
purchase rights granted under this Plan and (ii) similar rights granted under
other employee stock purchase plans (within the meaning of Code Section 423) of
the Corporation or any Corporate Affiliate, would otherwise permit such
Participant's rights to accrue at a rate of more than Twenty-Five Thousand
Dollars ($25,000) worth of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market Value of such stock on the date or
dates such rights are granted) for each calendar year such rights are at any
time outstanding.
B. For purposes of applying such accrual limitations to the purchase
rights granted under this Plan, the following provisions shall be in effect:
(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue in a series of installments on each successive
Purchase Date during the offering period for which such right is granted.
(ii) No right to acquire Common Stock under any outstanding purchase
right shall accrue to the extent the Participant has already accrued in
the same calendar year the right to acquire Common Stock under one (1) or
more other purchase rights at a rate equal to Twenty-Five Thousand Dollars
($25,000) worth of Common Stock (determined on the basis of the Fair
Market Value per share on the date or dates of grant) for each calendar
year such rights were at any time outstanding.
C. If by reason of such accrual limitations, the purchase right of a
Participant does not accrue for a particular Purchase Interval, then the payroll
deductions which the Participant made during that Purchase Interval with respect
to such purchase right shall be promptly refunded.
D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on August 23, 1996 and shall become
effective on July 1, 1997. The initial purchase rights under the Plan shall be
granted on such effective date. However, no such purchase right shall be
exercised, and no shares of Common Stock shall be issued under the Plan unless
the Plan is approved by the Corporation's shareholders at the 1997 Annual
Meeting.
B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the last business day in June 2007, (ii) the date on which
all shares available for issuance under the Plan shall have been sold pursuant
to purchase rights exercised under the Plan or (iii) the date on which all
purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.
X. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any time to
become effective immediately following the close of any Purchase Interval.
However, the Board may not, without the approval of the Corporation's
shareholders, (i) materially increase the number of shares of Common Stock
issuable under the Plan or the maximum number of shares purchasable per
Participant on any one Purchase Date, except for permissible adjustments in the
event of certain changes in the Corporation's capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares
of Common Stock purchasable under the Plan, or (iii) materially increase the
benefits accruing to Participants under the Plan or materially modify the
requirements for eligibility to participate in the Plan.
-5-
<PAGE>
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan shall
be paid by the Corporation.
B. The provisions of the Plan shall be governed by the laws of the State
of California without resort to that State's conflict-of-laws rules.
C. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.
-6-
<PAGE>
SCHEDULE A
CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF THE EFFECTIVE DATE
Callon Petroleum Company
<PAGE>
APPENDIX
The following definitions shall be in effect under the Plan:
A. BASE SALARY shall mean the regular base salary paid to a Participant by
one or more Participating Companies during such individual's period of
participation in one or more offering periods under the Plan, plus any pre-tax
contributions made by the Participant to any Code Section 401(k) salary deferral
plan or any Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate. The following items
of compensation shall NOT be included in Base Salary: (i) all overtime payments,
bonuses, commissions (other than those functioning as base salary equivalents),
profit-sharing distributions and other incentive-type payments and (ii) any and
all contributions (other than Code Section 401(k) or Code Section 125
contributions) made on the Participant's behalf by the Corporation or any
Corporate Affiliate under any employee benefit or welfare plan now or hereafter
established.
B. BOARD shall mean the Corporation's Board of Directors.
C. CODE shall mean the Internal Revenue Code of 1986, as amended.
D. COMMON STOCK shall mean the Corporation's common stock.
E. CORPORATE AFFILIATE shall mean any parent or subsidiary corporation of
the Corporation (as determined in accordance with Code Section 424), whether now
existing or subsequently established.
F. CORPORATE TRANSACTION shall mean either of the following
shareholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately
prior to such transaction, or
(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Corporation in complete liquidation or
dissolution of the Corporation.
G. CORPORATION shall mean Callon Petroleum Company, a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Callon Petroleum Company which shall by appropriate
action adopt the Plan.
H. ELIGIBLE EMPLOYEE shall mean any person who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week for more than
five (5) months per calendar year, in the rendition of personal services to any
Participating Corporation as an employee for earnings considered wages under
Code Section 3401(a).
I. ENTRY DATE shall mean any of the Quarterly Entry Dates in effect for an
offering period on which an Eligible Employee becomes a participant in the Plan
in accordance with the provisions of Article V. The earliest Entry Date under
the Plan shall be July 1, 1997.
J. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as
<PAGE>
such price is reported by the National Association of Securities Dealers
on the Nasdaq National Market or any successor system. If there is no
closing selling price for the Common Stock on the date in question, then
the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.
K. PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.
L. PARTICIPATING CORPORATION shall mean the Corporation and such Corporate
Affiliate or Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan as of the initial offering period are listed in
attached Schedule A.
M. PLAN shall mean the Corporation's 1997 Employee Stock Purchase Plan, as
set forth in this document.
N. PLAN ADMINISTRATOR shall mean the Compensation Committee of the Board
or other duly constituted committee of the Board, in its capacity as
administrator of the Plan.
O. PURCHASE INTERVAL shall mean each successive period within the offering
period at the end of which there shall be purchased shares of Common Stock on
behalf of each Participant. The initial Purchase Interval under the Plan shall
run from July 1, 1997 to December 31, 1997.
P. PURCHASE DATE shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be December 31, 1997.
Q. QUARTERLY ADJUSTMENT DATE shall mean the quarterly date in each
offering period as of which a Participant may increase or decrease his or her
rate of payroll deduction under the Plan for the remainder of that offering
period. The Quarterly Adjustment Dates for each offering period shall be the
first business day in January, April, July and October each year.
R. QUARTERLY ENTRY DATE shall mean any quarterly date within an offering
period on which an Eligible Employee may commence participation in the Plan. The
Quarterly Entry Dates for each offering period shall be the first business day
in January, April, July and October each year. However, the earliest Quarterly
Entry Date under the Plan shall be the July 1, 1997 start date of the initial
offering period under the Plan.
S. SECURITIES ACT shall mean the Securities Act of 1933, as amended.
T. STOCK EXCHANGE shall mean either the American Stock Exchange or the New
York Stock Exchange.
Exhibit 5.1
June 19, 1997
Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120
Re: Distribution of up to 250,000 shares of Common Stock of Callon
Petroleum Company pursuant to the 1997 Employee Stock Purchase
Plan
Gentlemen:
We have acted as legal counsel for Callon Petroleum Company, a Delaware
corporation ("Company"), in connection with the offer to certain of the
directors, officers and employees of the Company and its subsidiaries of a total
of up to 250,000 shares of the Company's common stock, $.01 par value per share
("Common Stock"), issuable pursuant to the Company's 1997 Employee Stock
Purchase Plan ("Plan").
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purposes of giving the opinion
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction of the
following:
(i) the Certificate of Incorporation of the Company as filed
with the Secretary of State of Delaware on March 29,
1994, as amended;
(ii) the Bylaws of the Company as of the date of this
opinion;
(iii) the Company's Registration Statement on Form S-8,
covering Common Stock issuable pursuant to the Plan, to
be filed with the Securities and Exchange Commission on
June 19, 1997 ("Registration Statement");
(iv) the Plan; and
(v) such other documents, corporate records, certificates
and other instruments as we have deemed necessary or
appropriate for the purpose of this opinion.
<PAGE>
We have assumed the genuineness and authenticity of all signatures on all
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that:
The Common Stock covered by the Registration Statement has been duly
authorized and when issued and sold in accordance with the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
\s\ Butler & Binion, L.L.P.
BUTLER & BINION, L.L.P.
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 reports dated
February 19, 1997, included in Callon Petroleum Company's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm in this Registration
Statement.
Arthur Andersen LLP
New Orleans, Louisiana
June 18, 1997
