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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KELLEY OIL & GAS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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1311 DELAWARE 76-0447267
(PRIMARY STANDARD INDUSTRIAL (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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KELLEY OIL & GAS CORPORATION
601 JEFFERSON STREET, SUITE 1100
HOUSTON, TEXAS 77002
(713) 652-5200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KELLEY OIL & GAS CORPORATION
1996 INCENTIVE STOCK OPTION PLAN
KELLEY OIL & GAS CORPORATION
1997 ANNUAL AND LONG-TERM INCENTIVE-PERFORMANCE PLAN
(FULL TITLE OF THE PLANS)
THOMAS E. BAKER
GENERAL COUNSEL AND CORPORATE SECRETARY
601 JEFFERSON STREET, SUITE 1100
HOUSTON, TEXAS 77002
(713) 652-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee(1)
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Common Stock ($.01 par value) 4,210,000 $2.5625 $10,788,125 $3,182.50
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee and based upon the average of the high and low
sales prices of the Common Stock on May 1, 1998, as reported on The Nasdaq Stock
Market, Inc.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(As provided by the Rules of the Securities and Exchange Commission
(the "Commission") applicable to the use of the Form S-8, the documents
containing the information specified in Part I (Items 1 and 2) need not be filed
with the Commission.)
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Kelley Oil & Gas Corporation (the
"Company") with the Commission (File No. 0-25214) are incorporated herein by
reference:
(a) Company's Annual Report on Form 10-K for the year ended December
31, 1997.
(b) Proxy Statement of the Company for its 1998 Annual Meeting of
Stockholders.
(c) All documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of
common stock of the Company offered hereby have been sold or
which deregisters any shares then remaining unsold. All of these
documents will be deemed to be incorporated herein by reference
and to be a part hereof from their respective filing dates.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Thomas E. Baker, Esq., General Counsel of the Company, has given an
opinion as to the legality of the shares of Common Stock being registered. Mr.
Baker is a participant in the Kelley Oil & Gas Corporation 1997 Annual and
Long-Term Incentive-Performance Plan (the "1997 Plan"), including having
received non-qualified stock options for the purchase of an aggregate of 196,000
shares of common stock of the Company. Mr. Baker may receive additional awards
under the 1997 Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Bylaws of the Company provides for the Company's
indemnification of officers, directors and controlling persons to the full
extent provided in the General Corporation Law of the State of Delaware (the
"GCL"). Section 145 of the GCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed proceeding (other than a proceeding by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation in a similar position with another entity,
against expenses (including attorneys' fees), judgments, fines and settlements
incurred by him in connection with the proceeding if he acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Indemnification under
Section 145 of the GCL is limited in a proceeding by or in the right of the
corporation to expenses (including attorneys' fees) incurred in connection with
the proceeding. In either case, no indemnification shall be made if the
indemnified person has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation, unless, and to the extent,
the Delaware Court of Chancery or other court in which the proceeding was
brought, despite the adjudication of liability determines such person is
entitled to indemnity.
Section 145 of the GCL provides that the indemnity obligations of a
corporation shall only arise if authorized by (i) a majority of a quorum of
directors who are not a party to the proceeding, (ii) independent legal counsel
to the
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corporation if a quorum of directors is not obtainable, (iii) independent legal
counsel to the corporation if a quorum of directors is obtainable and the
directors direct counsel to make the determination or (iv) the stockholders. The
board of directors of the corporation may authorize expenses in connection with
a proceeding to be paid in advance of the final disposition upon receipt of an
undertaking by the person on whose behalf the expenses are to be paid to repay
the expenses in the event he is not entitled to be indemnified.
Pursuant to Section 102(b) of the GCL, the Certificate of Incorporation
of the Company provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) in connection with certain illegal dividend
payments and stock redemptions or (iv) for any transaction from which the
director derived an improper personal benefit.
Delaware corporations also are authorized under the GCL to obtain
insurance to protect officers and directors from certain liabilities, including
liabilities against which the corporation cannot indemnify its directors and
officers. The Company currently maintains directors and officers liability
insurance, subject to customary exclusions and deductibles.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER: EXHIBIT
- ------- -------
4.1 Agreement and Plan of Consolidation among the Registrant, Kelley
Oil Corporation, Kelley Oil & Gas Partners, Ltd. ("Kelley
Partners") and the other parties named therein (incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement (the "Consolidation Registration Statement") on Form S-4
(Reg No. 33-84338) filed September 26, 1994, as amended).
4.2 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Consolidation Registration
Statement).
4.3 Certificate of Amendment to Certificate of Incorporation of the
Registrant dated December 20, 1994 (incorporated by reference to
Exhibit 3.2 to the Consolidation Registration Statement).
4.4 Certificate of Correction to Certificate of Incorporation of the
Registrant dated February 12, 1996 (incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File
No. 0-25214) dated February 15, 1996).
4.5 Certificate of Merger of Kelley Oil & Gas Partners, Ltd. into
Kelley Oil & Gas Corporation dated March 28, 1996 (incorporated by
reference to Exhibit 3.6 to the Registrant's Annual Report on Form
10-K (File No.0-25214) for the year ended December 31, 1997).
4.6 Certificate of Amendment to Certificate of Incorporation of the
Registrant dated April 29, 1996 (incorporated by reference to
Exhibit 3.7 to the Registrant's Annual Report on Form 10-K (File
No. 0-25214) for the year ended December 31, 1997).
4.7 Bylaws of the Registrant (incorporated by reference to Exhibit 3.5
to the Consolidation Registration Statement).
4.8 Certificate representing Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 to the Consolidation
Registration Statement).
2
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4.9 1996 Incentive Stock Option Plan of the Registrant (incorporated
by reference to Exhibit 10.11 to the Registrant's Annual Report on
Form 10-K (File No. 0-25214) for the year ended December 31,
1996).
4.10 1997 Annual and Long-Term Incentive-Performance Plan of the
Registrant (incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K (File No. 0-25214) for the
year ended December 31, 1997).
5.1 Opinion of general counsel of Registrant as to legality of
securities to be registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of general counsel of Registrant (included in Exhibit
5.1).
ITEM 9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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 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.
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 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.
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the document or documents providing plan information, to each
person receiving such document or documents, the latest annual report to
security holders that is incorporated by reference in this Registration
Statement and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and to deliver, or
cause to be delivered to each person receiving such document or documents, the
latest quarterly report that is specifically incorporated by reference in this
Registration Statement to provide such interim financial information.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 4, 1998.
Kelley Oil & Gas Corporation
By: /s/ John F. Bookout
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John F. Bookout,
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John F. Bookout and Thomas E. Baker, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the
Commission, granting said attorney-in-fact and agent, 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 attorney-in-fact and agent or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE DATE
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Chairman of the Board, President and
/s/ John F. Bookout Chief Executive Officer
- ------------------------------------ (Principal Executive Officer),
John F. Bookout Director May 4, 1998
Senior Vice President and Chief
/s/ David C. Baggett Financial Officer
- ------------------------------------ (Principal Financial
David C. Baggett and Accounting Officer) May 4, 1998
/s/ John J. Conklin, Jr.
- ------------------------------------ Director May 4, 1998
John J. Conklin, Jr.
/s/ Ralph P. Davidson
- ------------------------------------ Director May 4, 1998
Ralph P. Davidson
/s/ Adam P. Godfrey
- ------------------------------------ Director May 4, 1998
Adam P. Godfrey
/s/ William J. Murray
- ------------------------------------ Director May 4, 1998
William J. Murray
/s/ Ogden M. Phipps
- ------------------------------------ Director May 4, 1998
Ogden M. Phipps
/s/ Ward W. Woods
- ------------------------------------ Director May 4, 1998
Ward W. Woods
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INDEX TO EXHIBITS
EXHIBIT
NUMBER: EXHIBIT
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4.1 Agreement and Plan of Consolidation among the Registrant, Kelley
Oil Corporation, Kelley Oil & Gas Partners, Ltd. ("Kelley
Partners") and the other parties named therein (incorporated by
reference to Exhibit 2.1 to the Registrant's Registration
Statement (the "Consolidation Registration Statement") on Form S-4
(Reg No. 33-84338) filed September 26, 1994, as amended).
4.2 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Consolidation Registration
Statement).
4.3 Certificate of Amendment to Certificate of Incorporation of the
Registrant dated December 20, 1994 (incorporated by reference to
Exhibit 3.2 to the Consolidation Registration Statement).
4.4 Certificate of Correction to Certificate of Incorporation of the
Registrant dated February 12, 1996 (incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File
No. 0-25214) dated February 15, 1996).
4.5 Certificate of Merger of Kelley Oil & Gas Partners, Ltd. into
Kelley Oil & Gas Corporation dated March 28, 1996 (incorporated by
reference to Exhibit 3.6 to the Registrant's Annual Report on Form
10-K (File No. 0-25214) for the year ended December 31, 1997).
4.6 Certificate of Amendment to Certificate of Incorporation of the
Registrant dated April 29, 1996 (incorporated by reference to
Exhibit 3.7 to the Registrant's Annual Report on Form 10-K (File
No. 0-25214) for the year ended December 31, 1997).
4.7 Bylaws of the Registrant (incorporated by reference to Exhibit 3.5
to the Consolidation Registration Statement).
4.8 Certificate representing Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 to the Consolidation
Registration Statement).
4.9 1996 Incentive Stock Option Plan of the Registrant (incorporated
by reference to Exhibit 10.11 to the Registrant's Annual Report on
Form 10-K (File No. 0-25214) for the year ended December 31,
1996).
4.10 1997 Annual and Long-Term Incentive-Performance Plan of the
Registrant (incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K (File No. 0-25214) for the
year ended December 31, 1997).
5.1 Opinion of general counsel of Registrant as to legality of
securities to be registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of general counsel of Registrant (included in Exhibit
5.1).
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EXHIBIT 5.1
May 4, 1998
Kelley Oil & Gas Corporation
601 Jefferson Street, Suite 1100
Houston, Texas 77002
Dear Sirs:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") which Kelley Oil & Gas Corporation (the "Company") proposes to file
with the Securities and Exchange Commission on Form S-8 under the Securities Act
of 1933, as amended, relating to 4,200,000 shares (the "1997 Plan Shares") of
common stock, $ 0.01 par value per share ("Common Stock"), of the Company, a
Delaware corporation, issuable under the terms and conditions of the Company's
1997 Annual and Long-Term Incentive-Performance Plan (the "1997 Plan") and
10,000 shares (the "1996 Plan Shares" and, collectively with the 1997 Plan
Shares, the "Plan Shares") of Common Stock issuable under the terms and
conditions of the Company's 1996 Incentive Stock Option Plan (the "1996 Plan"
and, collectively with the 1997 Plan, the "Plans").
I have examined originals, or copies of originals certified to my
satisfaction, of the Plans, such agreements, certificates, corporate
resolutions, and other documents, as I have deemed necessary or appropriate as a
basis for the following opinion. I have assumed the authenticity of all
documents submitted as originals and the conformity with the original documents
of copies of such documents submitted for examination.
Based on the foregoing, I am of the opinion that the Plan Shares when
issued in accordance with the terms and conditions of the Plans, will be legally
issued, fully paid and non-assessable shares of Common Stock.
The opinion expressed herein relates solely to, is based solely upon
and limited exclusively to the federal laws of the United States of America, the
General Corporation Law of the State of Delaware and the laws of the State of
Texas.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
I also consent to the making of the statement with respect to me in Part II of
the Registration Statement under Item 5.
Very truly yours,
/s/ Thomas E. Baker
Thomas E. Baker
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the 1996 Incentive
Stock Option Plan and 1997 Annual and Long-Term Incentive-Performance Plan of
Kelley Oil & Gas Corporation of our report dated March 6, 1998, with respect to
the consolidated financial statements and schedules of Kelley Oil & Gas
Corporation included in the Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
DELOITTE & TOUCHE LLP
Houston, Texas
May 4, 1998
