<PAGE> 1
As filed with the Securities and Exchange Commission on November 25, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUEEN SAND RESOURCES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2615565
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3500 OAK LAWN, SUITE 380
DALLAS, TEXAS 75219-4398
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
-----------------------------------------------------
QUEEN SAND RESOURCES, INC. 1997 INCENTIVE EQUITY PLAN
QUEEN SAND RESOURCES, INC. DIRECTORS'
NONQUALIFIED STOCK OPTION PLAN
(Full title of the Plans)
-----------------------------------------------------
ROBERT P. LINDSAY
CHIEF OPERATING OFFICER
3500 OAK LAWN, SUITE 380
DALLAS, TEXAS 75219-4398
(Name and address of agent for service)
(214) 521-9959
(Telephone number, including area code, of agent for service)
With copies to:
WILLIAM L. BOEING
HAYNES AND BOONE, LLP
901 MAIN STREET
SUITE 3100
DALLAS, TEXAS 75202-3789
(214) 651-5000
-----------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.0015 par value............ 3,500,000 $6.00 $21,000,000 $5,838
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares being registered represents (i) 3,000,000 shares being
registered under the Queen Sand Resources, Inc. 1997 Incentive Equity Plan
and (ii) 500,000 shares being registered under the Queen Sand Resources,
Inc. Directors' Nonqualified Stock Option Plan. The amount to be registered
also includes such indeterminate number of shares as may be issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 promulgated under the Securities
Act of 1933.
(2) The offering price per share, the aggregate offering price and the
registration fee have been calculated in accordance with paragraphs (c) and
(h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
the average of the high and low sale prices for the Company's Common Stock
reported on the Nasdaq SmallCap Market on November 23, 1998 ($6.00 per
share).
- --------------------------------------------------------------------------------
<PAGE> 2
QUEEN SAND RESOURCES, INC.
3,500,000 Shares of Common Stock
PART II
INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Queen Sand Resources, Inc. (the "Company") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission"):
a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998;
b) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998;
c) The description of the Company's Common Stock
contained in the Company's Registration Statement
on Form 10-SB/A filed on January 23, 1997; and
d) All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment
that indicates that all securities offered
hereunder have been sold or that deregisters all
securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a
part hereof from the date such documents are filed.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for
purposes of this Registration Statement to the
extent that a statement contained herein or in any
other subsequently filed document which also is or
is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), provides that no director of the Company will
be personally liable to the Company or any of its stockholders for monetary
damages arising from the director's breach of fiduciary duty as a director.
However, this does not apply with respect to any action in which the director
would be liable under Section 174 of the General Corporation Law of the State of
Delaware ("Delaware Code") nor does it apply
<PAGE> 3
with respect to any liability in which the director (i) breached his duty of
loyalty to the Company or its stockholders; (ii) did not act in good faith or,
in failing to act, did not act in good faith; (iii) acted in a manner involving
intentional misconduct or a knowing violation of law or, in failing to act,
shall have acted in a manner involving intentional misconduct or a knowing
violation of law; or (iv) derived an improper personal benefit.
The Certificate of Incorporation of the Company provides that the
Company shall indemnify its directors and officers and former directors and
officers to the fullest extent permitted by the Delaware Code. Pursuant to the
provisions of Section 145 of the Delaware Code, the Company has the power to
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 (other than
an action by or in the right of the Company) by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, against any and all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit, or proceeding. The
power to indemnify applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interest, or not opposed to the
best interest, of the Company and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right
of the Company as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, believes that in light of all the
circumstances indemnification should apply.
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
- ----------- -----------------------
4.1 - Restated Certificate of Incorporation of the Company, filed
as an Exhibit to the Company's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission
on March 9, 1998, which Exhibit is incorporated herein by
reference.
4.2 - Certificate of Designation of Series C Convertible Preferred
Stock of the Company, filed as an Exhibit to the Company's
Current Report on Form 8-K dated December 24, 1997, which
Exhibit is incorporated herein by reference.
4.3 - Amended and Restated Bylaws of the Company, filed as an
Exhibit to the Company's Current Report on Form 8-K dated
March 27, 1997, which Exhibit is incorporated herein by
reference.
- 2 -
<PAGE> 4
Exhibit No. Description of Exhibits
- ----------- -----------------------
4.4 - Queen Sand Resources 1997 Incentive Equity Plan, filed as an
Exhibit to the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on August
13, 1998, which Exhibit is incorporated herein by reference.
4.5 - Queen Sand Resources, Inc. Directors' Nonqualified Stock
Option Plan, filed as Appendix A to the Company's Definitive
Proxy Statement on Schedule 14A dated October 23, 1998 and
incorporated by reference herein.
4.6 - Stockholders' Agreement dated as of May 6, 1997, among the
Company, Bruce I. Benn, Edward J. Munden, Ronald I. Benn,
Robert P. Lindsay, EIBOC Investments Ltd. and Joint Energy
Development Investments Limited Partnership ("JEDI"), filed
as an Exhibit to the Company's Current Report on Form 8-K
dated May 6, 1997, which Exhibit is incorporated herein by
reference.
4.7 - Indenture, dated July 1, 1998, in regard to 12 1/2% Senior
Notes due 2008 by and among the Company and certain of its
subsidiaries and Harris Trust and Savings Bank, as Trustee,
filed as an Exhibit to the Company's Current Report on Form
8-K dated July 8, 1998, which Exhibit is incorporated herein
by reference.
4.8 - Common Stock Purchase Warrant Representing Right to Purchase
100,000 Shares of Common Stock of the Company issued to
Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
GmbH, filed as an Exhibit to the Company's Current Report on
Form 8-K dated May 6, 1997, which Exhibit is incorporated
herein by reference.
4.9 - Common Stock Purchase Warrant Representing Right to Purchase
1,000,000 Shares of Common Stock of the Company issued to
Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
GmbH, filed as an Exhibit to the Company's Current Report on
Form 8-K dated May 6, 1997, which Exhibit is incorporated
herein by reference.
4.10 - Common Stock Purchase Warrant Representing Right to Purchase
28,066 Shares of Common Stock of the Company dated July 22,
1998 issued to JEDI, filed as an Exhibit to the Company's
Registration Statement on Form S-4 (no. 333-61403), which
Exhibit is incorporated herein by reference.
4.11 - Common Stock Purchase Warrant Representing Right to Purchase
1,697,881 Shares of Common Stock of the Company dated July
22, 1998 issued to JEDI, filed as an Exhibit to the
Company's Registration Statement on Form S-4 (no.
333-61403), which Exhibit is incorporated herein by
reference.
4.12 - Form of Common Stock Purchase Warrant dated December 24,
1997 and issued to certain institutional investors, filed as
an Exhibit to the Company's Current Report on Form 8-K dated
December 24, 1997, which Exhibit is incorporated herein by
reference.
4.13 - Form of Common Stock Purchase Warrant issued to certain
investors effective July 8, 1998, filed as an Exhibit to the
Company's Current Report on Form 8-K dated July 8, 1998,
which Exhibit is incorporated herein by reference.
4.14 - Registration Rights Agreement between the Company and
Collins and Ware, Inc., dated August 1, 1997, filed as an
Exhibit to the Company's Registration Statement on Form S-4
(no. 333-61403), which Exhibit is incorporated herein by
reference.
- 3 -
<PAGE> 5
Exhibit No. Description of Exhibits
- ----------- -----------------------
4.15 - Registration Rights Agreement between the Company and Riata
Energy, et. al dated April 9, 1998, filed as an Exhibit to
the Company's Registration Statement on Form S-4 (no.
333-61403), which Exhibit is incorporated herein by
reference.
4.16 - Registration Rights Agreement among the Company and certain
institutional investors named therein, dated December 24,
1997, filed as an Exhibit to the Company's Current Report on
Form 8-K dated December 24, 1997, which Exhibit is
incorporated herein by reference.
4.17 - Registration Rights Agreement by and between the Company and
JEDI dated May 6, 1997, filed as an Exhibit to the Company's
Current Report on Form 8-K dated May 6, 1997, which Exhibit
is incorporated herein by reference.
4.18 - Registration Rights Agreement dated as of December 29, 1997
among the Company, the ECT Agent and JEDI, filed as an
Exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended December 30, 1997, which Exhibit is
incorporated herein by reference.
4.19 - Registration Rights Agreement dated as of July 8, 1998 among
the Company and the buyers signatory thereto, filed as an
Exhibit to the Company's Current Report on Form 8-K dated
July 8, 1998, which Exhibit is incorporated herein by
reference.
4.20 - Common Stock Purchase Warrant Representing Right to Purchase
48,701 Shares of Common Stock of the Company dated August
19, 1998 and issued to JEDI, filed as an Exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1998, which Exhibit is incorporated herein by
reference.
5.1* - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.
23.1* - Consent of Ernst & Young LLP, independent auditors.
23.2* - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
23.3* - Consent of H.J. Gruy and Associates, Inc., independent
petroleum engineers.
23.4* - Consent of Ryder Scott Company, independent petroleum
engineers.
23.5* - Consent of Harper and Associates, independent petroleum
engineers.
24.1* - Power of attorney of the directors of the Company (included
on the signature page of the Registration Statement).
- -----------
* Filed herewith
- 4 -
<PAGE> 6
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:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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; 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.
b. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, 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.
c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
- 5 -
<PAGE> 7
SIGNATURES AND POWER OF ATTORNEY
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Dallas, State of Texas, on the 25th day of November,
1998.
QUEEN SAND RESOURCES, INC.
By: /s/ EDWARD J. MUNDEN
--------------------------------------
Name: Edward J. Munden
Title: Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Robert P. Lindsay and William W. Lesikar, 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, execute and file with the Securities and Exchange
Commission and any state securities regulatory board or commission any documents
relating to the proposed issuance and registration of the securities offered
pursuant to this Registration Statement on Form S-8 under the Securities Act of
1933, including any amendment or amendments relating thereto (and any additional
Registration Statement related hereto permitted by Rule 462(b) promulgated under
the Securities Act of 1933, including any amendment or amendments relating
thereto), with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said
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 in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 25th day of November, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ EDWARD J. MUNDEN Chairman of the Board, President, Chief Executive
- ----------------------------------- Officer and Director (principal executive officer)
Edward J. Munden
/s/ BRUCE I. BENN Executive Vice President, Secretary and Director
- -----------------------------------
Bruce I. Benn
/s/ RONALD I. BENN Chief Financial Officer (principal financial officer
- ----------------------------------- and accounting officer)
Ronald I. Benn
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ ROBERT P. LINDSAY Chief Operating Officer, Executive Vice President
- ----------------------------------- and Director
Robert P. Lindsay
/s/ TED COLLINS, JR. Director
- -----------------------------------
Ted Collins, Jr.
/s/ ELI REBICH Director
- -----------------------------------
Eli Rebich
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
4.1 - Restated Certificate of Incorporation of the Company, filed
as an Exhibit to the Company's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission
on March 9, 1998, which Exhibit is incorporated herein by
reference.
4.2 - Certificate of Designation of Series C Convertible Preferred
Stock of the Company, filed as an Exhibit to the Company's
Current Report on Form 8-K dated December 24, 1997, which
Exhibit is incorporated herein by reference.
4.3 - Amended and Restated Bylaws of the Company, filed as an
Exhibit to the Company's Current Report on Form 8-K dated
March 27, 1997, which Exhibit is incorporated herein by
reference.
4.4 - Queen Sand Resources 1997 Incentive Equity Plan, filed as
an Exhibit to the Company's Registration Statement on Form
S-4 filed with the Securities and Exchange Commission on
August 13, 1998, which Exhibit is incorporated herein by
reference.
4.5 - Queen Sand Resources, Inc. Directors' Nonqualified Stock
Option Plan, filed as Appendix A to the Company's Definitive
Proxy Statement on Schedule 14A dated October 23, 1998 and
incorporated by reference herein.
4.6 - Stockholders' Agreement dated as of May 6, 1997, among the
Company, Bruce I. Benn, Edward J. Munden, Ronald I. Benn,
Robert P. Lindsay, EIBOC Investments Ltd. and Joint Energy
Development Investments Limited Partnership ("JEDI"), filed
as an Exhibit to the Company's Current Report on Form 8-K
dated May 6, 1997, which Exhibit is incorporated herein by
reference.
4.7 - Indenture, dated July 1, 1998, in regard to 12 1/2% Senior
Notes due 2008 by and among the Company and certain of its
subsidiaries and Harris Trust and Savings Bank, as Trustee,
filed as an Exhibit to the Company's Current Report on Form
8-K dated July 8, 1998, which Exhibit is incorporated herein
by reference.
4.8 - Common Stock Purchase Warrant Representing Right to Purchase
100,000 Shares of Common Stock of the Company issued to
Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
GmbH, filed as an Exhibit to the Company's Current Report on
Form 8-K dated May 6, 1997, which Exhibit is incorporated
herein by reference.
4.9 - Common Stock Purchase Warrant Representing Right to Purchase
1,000,000 Shares of Common Stock of the Company issued to
Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
GmbH, filed as an Exhibit to the Company's Current Report on
Form 8-K dated May 6, 1997, which Exhibit is incorporated
herein by reference.
4.10 - Common Stock Purchase Warrant Representing Right to Purchase
28,066 Shares of Common Stock of the Company dated July 22,
1998 issued to JEDI, filed as an Exhibit to the Company's
Registration Statement on Form S-4 (no. 333-61403), which
Exhibit is incorporated herein by reference.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
4.11 - Common Stock Purchase Warrant Representing Right to Purchase
1,697,881 Shares of Common Stock of the Company dated July
22, 1998 issued to JEDI, filed as an Exhibit to the
Company's Registration Statement on Form S-4 (no.
333-61403), which Exhibit is incorporated herein by
reference.
4.12 - Form of Common Stock Purchase Warrant dated December 24,
1997 and issued to certain institutional investors, filed as
an Exhibit to the Company's Current Report on Form 8-K dated
December 24, 1997, which Exhibit is incorporated herein by
reference.
4.13 - Form of Common Stock Purchase Warrant issued to certain
investors effective July 8, 1998, filed as an Exhibit to the
Company's Current Report on Form 8-K dated July 8, 1998,
which Exhibit is incorporated herein by reference.
4.14 - Registration Rights Agreement between the Company and
Collins and Ware, Inc., dated August 1, 1997, filed as an
Exhibit to the Company's Registration Statement on Form S-4
(no. 333-61403), which Exhibit is incorporated herein by
reference.
4.15 - Registration Rights Agreement between the Company and Riata
Energy, et. al dated April 9, 1998, filed as an Exhibit to
the Company's Registration Statement on Form S-4 (no.
333-61403), which Exhibit is incorporated herein by
reference.
4.16 - Registration Rights Agreement among the Company and certain
institutional investors named therein, dated December 24,
1997, filed as an Exhibit to the Company's Current Report on
Form 8-K dated December 24, 1997, which Exhibit is
incorporated herein by reference.
4.17 - Registration Rights Agreement by and between the Company and
JEDI dated May 6, 1997, filed as an Exhibit to the Company's
Current Report on Form 8-K dated May 6, 1997, which Exhibit
is incorporated herein by reference.
4.18 - Registration Rights Agreement dated as of December 29, 1997
among the Company, the ECT Agent and JEDI, filed as an
Exhibit to the Company's Quarterly Report on Form 10-QSB for
the quarter ended December 30, 1997, which Exhibit is
incorporated herein by reference.
4.19 - Registration Rights Agreement dated as of July 8, 1998
among the Company and the buyers signatory thereto, filed as
an Exhibit to the Company's Current Report on Form 8-K dated
July 8, 1998, which Exhibit is incorporated herein by
reference.
4.20 - Common Stock Purchase Warrant Representing Right to Purchase
48,701 Shares of Common Stock of the Company dated August
19, 1998 and issued to JEDI, filed as an Exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1998, which Exhibit is incorporated herein by
reference.
5.1* - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.
23.1* - Consent of Ernst & Young LLP, independent auditors.
23.2* - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
23.3* - Consent of H.J. Gruy and Associates, Inc., independent
petroleum engineers.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
23.4* - Consent of Ryder Scott Company, independent petroleum
engineers.
23.5* - Consent of Harper and Associates, independent petroleum
engineers.
24.1* - Power of attorney of the directors of the Company (included
on the signature page of the Registration Statement).
</TABLE>
- -----------
* Filed herewith
<PAGE> 1
EXHIBIT 5.1
[HAYNES & BOONE, LLP LETTERHEAD]
November 25, 1998
Queen Sand Resources, Inc.
3500 Oak Lawn, Suite 380
Dallas, Texas 75219-4398
Gentlemen:
We have acted as special counsel to Queen Sand Resources, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of an aggregate of 3,500,000 shares of Common
Stock, par value $0.0015 per share (the "Common Stock"), of the Company that may
be issued pursuant to the Queen Sand Resources, Inc. 1997 Incentive Equity Plan
(the "Stock Option Plan") and the Queen Sand Resources, Inc. Directors'
Nonqualified Option Plan (together with the Stock Option Plan, the "Plans"). The
law covered by the opinions expressed herein is limited to the Federal law of
the United States and the General Corporation Law of the State of Delaware.
In connection therewith, we have examined (i) the Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), and the Amended
and Restated Bylaws (the "Bylaws") of the Company; (ii) the instruments
governing the Plans, (iii) minutes and records of the corporate proceedings of
the Company with respect to the adoption of the Plans and the granting of awards
thereunder; and (iv) such other documents as we have deemed necessary for the
expression of the opinion contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that the exercise
prices of all stock options that may be granted under the Plans will equal or
exceed the par value per share of the Common Stock. As to questions of fact
material to this opinion, where such facts have not been independently
established, and as to the content and form of the Certificate of Incorporation,
Bylaws, the Plans, minutes, records, resolutions and other documents or writings
of the Company, we have relied, to the extent we deem reasonably appropriate,
upon representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy.
Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the 3,500,000 shares of Common
Stock covered by the Registration Statement which may be issued from time to
time in accordance with the terms of the Plans have been
<PAGE> 2
Queen Sand Resources, Inc.
November 25, 1998
Page 2
duly authorized for issuance by the Company, and, when so issued in accordance
with the terms and conditions of the Plans and any related option or other
applicable agreements, will be validly 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 and to the reference to
our firm under the caption, "Item 5. Interests of Named Experts and Counsel" in
the Registration Statement.
Very truly yours,
/s/ HAYNES AND BOONE, LLP
Haynes and Boone, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Queen Sand Resources, Inc. 1997 Incentive Equity Plan
and the Queen Sand Resources, Inc. Directors' Nonqualified Stock Option Plan of
our report dated September 2, 1998 with respect to the consolidated financial
statements of Queen Sand Resources, Inc. included in its Annual Report on Form
10-KSB for the year ended June 30, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Dallas, Texas
November 25, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
H.J. Gruy and Associates, Inc. ("H.J. Gruy") hereby consents to
references to H.J. Gruy as expert and to its reserve reports and to information
depicted in the Annual Report on Form 10-KSB for the year ended June 30, 1998
for Queen Sand Resources, Inc., a Delaware corporation, that was derived from
our reserve reports, incorporated by reference in the Prospectus constituting a
part of the Registration Statement on Form S-8 and the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission on or about
November 24, 1998.
H.J. GRUY AND ASSOCIATES, INC.
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Ryder Scott Company ("Ryder Scott") hereby consents to references to
Ryder Scott as expert and to its reserve reports and to information depicted in
the Annual Report on Form 10-KSB for the year ended June 30, 1998 for Queen Sand
Resources, Inc., a Delaware corporation, that was derived from our reserve
reports, incorporated by reference in the Prospectus constituting a part of the
Registration Statement on Form S-8 and the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on or about November 24,
1998.
RYDER SCOTT COMPANY
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
Harper and Associates ("Harper") hereby consents to references to
Harper as expert and to its reserve reports and to information depicted in the
Annual Report on Form 10-KSB for the year ended June 30, 1998 for Queen Sand
Resources, Inc., a Delaware corporation, that was derived from our reserve
reports, incorporated by reference in the Prospectus constituting a part of the
Registration Statement on Form S-8 and the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on or about November 24,
1998.
HARPER AND ASSOCIATES
