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As filed with the Securities and Exchange Commission on October 11, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CALLON PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 64-0844345
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 NORTH CANAL STREET
NATCHEZ, MISSISSIPPI 39120
(601) 442-1601
(Address of Principal Executive Offices)
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CALLON PETROLEUM COMPANY
1996 STOCK INCENTIVE PLAN
(Full Title of Plan)
JOHN S. WEATHERLY
200 NORTH CANAL STREET
NATCHEZ, MISSISSIPPI 39120
(Name and address of Agent Service)
(601) 442-1601
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
HAYNES AND BOONE, L.L.P.
1000 LOUISIANA, SUITE 4300
HOUSTON, TEXAS 77002
ATTN: GEORGE G. YOUNG III
(713) 547-2000
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE (1)
--------------------------- ------------ -------------- ------------------ ------------
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Common Stock (2) 1,300,000 shares $16.53125 $21,490,625 $5,673.53
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(1) Computed pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low sale
prices on October 6, 2000, as reported by the New York Stock Exchange composite
tape ($16.53125 per share).
(2) Includes preferred stock purchase rights pursuant to the Rights Agreement,
dated as of March 30, 2000, between the Registrant and American Stock Transfer
and Trust Company, as rights agent. In addition, pursuant to Rule 416(a) under
the Securities Act, this registration statement also registers an indeterminate
number of additional shares as may become issuable under the anti- dilution
provisions of the 1996 Stock Incentive Plan in connection with stock splits,
stock dividends and similar transactions.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of
registering in accordance with Instruction E of Form S-8 an additional 1,300,000
shares of common stock, par value $.01 ("Common Stock"), to be issued pursuant
to the 1996 Stock Incentive Plan (the "Plan") of Callon Petroleum Company (the
"Company"). The contents of the Company's Registration Statement on Form S-8
(Registration No. 333-29537) filed with the Securities and Exchange Commission
on June 19, 1997 (the "1997 Form S-8") are incorporated herein by reference.
CALLON PETROLEUM COMPANY AMENDMENTS TO 1996 STOCK INCENTIVE PLAN
By means of the 1997 Form S-8, the Company registered 900,000 shares of
Common Stock issuable under the Plan. On August 20, 1998, the board of directors
of the Company amended the Plan to increase the number of shares of Common Stock
issuable under the Plan by 300,000. On May 9, 2000, the Company's stockholders
approved an amendment to the Plan to increase the number of shares of Common
Stock issuable under the Plan by 1,000,000. This Registration Statement
registers the additional 1,300,000 shares of Common Stock issuable under the
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits
(4) Instruments defining the rights of security holders, including
indentures
4.1 Certificate of Incorporation of the Company, as
amended (incorporated by reference from Exhibit 3.1
of the Company's Registration Statement on Form S-4,
filed August 4, 1994, Reg. No. 33-82408)
4.2 Bylaws of the Company (incorporated by reference from
Exhibit 3.2 of the Company's Registration Statement
on Form S-4, filed August 4, 1994, Reg. No. 33-82408)
4.3 Specimen Common Stock Certificate (incorporated by
reference from Exhibit 4.1 of the Company's
Registration Statement on Form S-4, filed August 4,
1994, Reg. No. 33-82408)
4.4 The Company's amended 1996 Stock Incentive Plan
(incorporated by reference to Appendix I of the
Company's Definitive Proxy Statement on Schedule 14A,
filed March 28, 2000)
4.5 Rights Agreement between the Company and American
Stock Transfer & Trust Company, as Rights Agent,
dated March 30, 2000 (incorporated by reference from
Exhibit 1 of the Company's 8-A, filed April 6, 2000)
(5) Opinion re legality
5.1 Opinion of Haynes and Boone, L.L.P.
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(23) Consents of experts and counsel
23.1 Consent of Haynes and Boone, L.L.P. (included in its
opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
(24) Power of attorney
24.1 Power of attorney (included on the signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 October 10, 2000.
CALLON PETROLEUM COMPANY
By: /s/ John S. Weatherly
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John S. Weatherly, Senior Vice
President and Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Fred L. Callon and John S.
Weatherly, and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on October 10, 2000.
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SIGNATURE TITLE
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/s/ Fred L. Callon Chief Executive Officer and President
----------------------------------------------------- (Principal Executive Officer)
Fred L. Callon
/s/ John S. Weatherly Senior Vice President and Chief Financial Officer
----------------------------------------------------- (Principal Accounting and Financial Officer)
John S. Weatherly
/s/ Dennis W. Christian Director, Senior Vice President and
----------------------------------------------------- Chief Operating Officer
Dennis W. Christian
/s/ John S. Callon Director
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John S. Callon
/s/ Leif Dons Director
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Leif Dons
/s/ Robert A. Stanger Director
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Robert A. Stanger
/s/ John C. Wallace Director
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John C. Wallace
/s/ B.F. Weatherly Director
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B.F. Weatherly
Director
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Richard O. Wilson
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference from Exhibit 3.1 of the Company's
Registration Statement on Form S-4, filed August 4, 1994, Reg.
No. 33-82408)
4.2 Bylaws of the Company (incorporated by reference from Exhibit
3.2 of the Company's Registration Statement on Form S-4, filed
August 4, 1994, Reg. No. 33-82408)
4.3 Specimen Common Stock Certificate (incorporated by reference
from Exhibit 4.1 of the Company's Registration Statement on
Form S-4, filed August 4, 1994, Reg. No. 33-82408)
4.4 The Company's amended 1996 Stock Incentive Plan (incorporated
by reference to Appendix I of the Company's Definitive Proxy
Statement on Schedule 14A, filed March 28, 2000)
4.5 Rights Agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated March 30,
2000 (incorporated by reference from Exhibit 1 of the
Company's 8-A, filed April 6, 2000)
5.1 Opinion of Haynes and Boone, L.L.P.
23.1 Consent of Haynes and Boone, L.L.P. (included in its opinion
filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of attorney (included on the signature page)
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