AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 1998
Registration No.333-
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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SEVEN SEAS PETROLEUM INC.
(Exact name of registrant as specified in its charter)
YUKON TERRITORY 73-1468669
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THREE POST OAK CENTRAL, SUITE 960
1990 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(Address of principal executive offices, including zip code)
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SEVEN SEAS PETROLEUM INC. 1996 STOCK OPTION PLAN
SEVEN SEAS PETROLEUM INC. 1997 STOCK OPTION PLAN
(Full title of the plans)
HERBERT C. WILLIAMSON, III
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THREE POST OAK CENTRAL, SUITE 960
1990 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(Name and address of agent for service)
(713) 622-8218
(Telephone number, including area code, of agent for service)
Copy to:
T. Mark Kelly
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin
Houston, Texas 77002-6760
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE AGGREGATE AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE (1) REGISTRATION FEE
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Common Shares,
no par value 4,891,000 shares $115,549,875 $34,088
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are incorporated herein by reference and made a part hereof:
(i) the Seven Seas Petroleum Inc., a Yukon Territory corporation (the "Company")
Registration Statement on Form 10 which was declared effective by the Securities
and Exchange Commission (the "Commission") as of June 29, 1997; (ii) the
Company's Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997
and September 30, 1997; and (iii) the Company's Registration Statement on Form
8-A declared effective by the Commission on January 9, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any 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 herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
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 Yukon BUSINESS CORPORATIONS ACT and the Company's Bylaws provide the
following authority to indemnify directors or officers or former directors or
officers of the Company or of a company of which the Company is or was a
shareholder:
(1) Except in respect of an action by or on behalf of the corporation or a
body corporate to procure a judgment in its favor, a corporation may
indemnify a director or officer of the corporation, a former director or
officer of the corporation or a person who acts or acted at the
corporation's request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor, and his heirs
and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason
of being or having been a director or officer of that corporation or body
corporate, if (a) he acted honestly and in good faith with a view to the
best interests of the corporation, and (b) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was
lawful.
(2) A corporation may, with the approval of the Supreme Court, indemnify a
person referred to in subsection (1) in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in its
favor, to which he is made a party by reason by being or having been a
director or an officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in connection with
the action if he fulfills the conditions set our in paragraphs (1)(a) and
(b).
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The Yukon BUSINESS CORPORATIONS ACT also provides that:
(3) Notwithstanding anything in subsections (1) through (6), a person referred
to in subsection (1) is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by him in
connection with the defense of any civil, criminal or administrative
action or proceeding to which he is made a party by reason of being or
having been a director or officer of the corporation or body corporate, if
the person seeking indemnity (A) was substantially successful on the
merits of his defense of the action or proceeding, (B) fulfills the
conditions set out in paragraphs (1)(a) and (b), and (C) is fairly and
reasonably entitled to indemnity.
(4) A corporation may purchase and maintain insurance for the benefit of any
person referred to in subsection (1) against any liability incurred by him
(a) in his capacity as a director or officer of the corporation, except
when the liability relates to his failure to act honestly and in good
faith with a view to the best interests of the corporation, or (b) in his
capacity as a director or officer of another body corporate if he acts or
acted in that capacity at the corporation's request, except when the
liability relates to his failure to act honestly and in good faith with a
view to the best interests of the body corporate.
(5) A corporation or a person referred to in subsection (1) may apply to the
Supreme court for an order approving an indemnity under this section and
the Supreme Court may so order and make any further order it thinks fit.
(6) On an application under subsection (5), the Supreme Court may order notice
to be given to any interested person and that person is entitled to appear
and be heard in person or by counsel.
The Bylaws of the Company also provide that the provisions for
indemnification contained in the Bylaws (outlined in subsections (1) and (2)
above) shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise both as to an action in his
official capacity and as to an action in any other capacity while holding such
office and shall continue as to a person who has ceased to be a director or
officer and shall enure to the benefit of the heirs and legal representatives of
such person. The Company maintains director's and officer's insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 The Amalgamation Agreement effective June 29, 1995 by and between
Seven Seas Petroleum Inc., a British Columbia corporation and Rusty
Lake Resources Ltd. (filed with the Commission as Exhibit (3)(A) to
the Company's Registration Statement on Form 10 declared effective
as of June 29, 1997).
4.2 Certificate of Continuance and Articles of Continuance into the
Yukon Territory (filed with the Commission as Exhibit (3)(B) to the
Company's Registration Statement on Form 10 declared effective as of
June 29, 1997).
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<PAGE>
4.3 By-Laws of the Company (filed with the Commission as Exhibit (3)(C)
to the Company's Registration Statement on Form 10 declared
effective as of June 29, 1997).
4.4 Excerpts from the Articles of Continuance (filed with the Commission
as Exhibit (4)(A) to the Company's Registration Statement on Form 10
declared effective as of June 29, 1997).
4.5 Specimen stock certificate (filed with the Commission as Exhibit
(4)(C) to the Company's Registration Statement on Form 10 declared
effective as of June 29, 1997).
4.6 Form of Class B Warrant (filed with the Commission as Exhibit (4)(D)
to the Company's Registration Statement on Form 10 declared
effective as of June 29, 1997).
4.7 Class B Warrant Indenture dated as of October 15, 1996 by and
between the Company of Canada and Montreal Trust Company (filed with
the Commission as Exhibit (4)(E) to the Company's Registration
Statement on Form 10 declared effective as of June 29, 1997).
5.1 Opinion of McMillan Binch
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jerry L. Williams, Independent Public Accountants.
23.3 Consent of McMillan Binch (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.
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<PAGE>
(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.
(4) That, for the 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 this 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.
(5) 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 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.
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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 the 23rd day of February,
1998.
SEVEN SEAS PETROLEUM INC.
By: /s/ HERBERT C. WILLIAMSON, III
Herbert C. Williamson, III
Executive Vice President
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Hefner III and Herbert C. Williamson,
III or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, 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 with all exhibits thereto,
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 perform each and every act and thing requisite and 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 requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 23rd day of February, 1998.
SIGNATURE TITLE
/s/ Robert A. Hefner III Chairman, Chief Executive
Robert A. Hefner III Officer-and-Managing-Director
(Principal Executive Officer)
/s/ Herbert C. Williamson, III Executive Vice President,
Herbert C. Williamson, III Chief-Financial-Officer-and-Director
(Principal Financial and Accounting
Officer)
/s/ Brian Egolf Director
Brian Egolf
/s/ Gary F. Fuller Director
Gary F. Fuller
/s/ Robert B. Panero Director
Robert B. Panero
/s/ Larry A. Ray Director
Larry A. Ray
/s/ James D. Scarlett Director
James D. Scarlett
/s/ Sir Mark Thomson Bt. Director
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EXHIBIT INDEX
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 The Amalgamation Agreement effective June 29, 1995 by and between
Seven Seas Petroleum Inc., a British Columbia corporation and Rusty
Lake Resources Ltd. (filed with the Commission as Exhibit (3)(A) to
the Company's Registration Statement on Form 10 declared effective
as of June 29, 1997).
4.2 Certificate of Continuance and Articles of Continuance into the
Yukon Territory (filed with the Commission as Exhibit (3)(B) to the
Company's Registration Statement on Form 10 declared effective as of
June 29, 1997).
4.3 By-Laws of the Company (filed with the Commission as Exhibit (3)(C)
to the Company's Registration Statement on Form 10 declared
effective as of June 29, 1997).
4.4 Excerpts from the Articles of Continuance (filed with the Commission
as Exhibit (4)(A) to the Company's Registration Statement on Form 10
declared effective as of June 29, 1997).
4.5 Specimen stock certificate (filed with the Commission as Exhibit
(4)(C) to the Company's Registration Statement on Form 10 declared
effective as of June 29, 1997).
4.6 Form of Class B Warrant (filed with the Commission as Exhibit (4)(D)
to the Company's Registration Statement on Form 10 declared
effective as of June 29, 1997).
4.7 Class B Warrant Indenture dated as of October 15, 1996 by and
between the Company of Canada and Montreal Trust Company (filed with
the Commission as Exhibit (4)(E) to the Company's Registration
Statement on Form 10 declared effective as of June 29, 1997).
5.1 Opinion of Preston, Willis & Lackowicz.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jerry L. Williams, Independent Public Accountants.
23.3 Consent of Preston, Willis & Lackowicz (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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EXHIBIT 5.1
[PRESTON, WILLIS & LACKOWICZ LETTERHEAD]
Reply Attention of:
Paul W. Lackowicz Our File No. 26204
February 19, 1998
Seven Seas Petroleum Inc.
Three Post Oak Central, Suite 960
1900 Post Oak Boulevard
Houston, Texas
United States
77056
Dear Sirs/Mesdames:
RE: SEVEN SEAS PETROLEUM INC. 1996 STOCK OPTION
PLAN/SEVEN SEAS PETROLEUM INC. 1997 STOCK
OPTION PLAN
We have acted as Yukon counsel on behalf of Seven Seas Petroleum Inc., a
Yukon Territory, Canada corporation (the "Corporation") with respect to certain
legal matters in connection with the registration by the Corporation under the
UNITED STATES SECURITIES ACT OF 1933, as amended (the "Securities Act"), of the
offer and sale of up to 6,000,000 common shares of the Corporation (the
"Shares") as follows: (i) 3,000,000 Shares may be issued pursuant to the Seven
Seas Petroleum Inc. Amended 1996 Stock Option Plan (the "1996 Plan") and (ii)
3,000,000 Shares may be issued pursuant to the Seven Seas Petroleum Inc. 1997
Stock Option Plan, as amended and restated (the "1997 Plan" and, collectively
with the 1996 Plan, the "Plans").
As such counsel, we have examined:
(a) a faxed copy of minutes of meeting of the directors of the
Corporation dated October 16, 1995;
(b) a faxed copy of minutes of meeting of the directors of the
Corporation dated April 29, 1996;
(c) a faxed copy of minutes of meeting of the directors of the
Corporation dated January 8, 1997;
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Page 2
File No. 26204
Seven Seas Petroleum Inc.
(d) a faxed copy of minutes of meeting of the directors of the
Corporation dated September 9, 1997;
(e) a faxed copy of minutes of meeting of the directors of the
Corporation dated September 11, 1997;
(f) a faxed copy of minutes of meeting of the directors of the
Corporation dated January 30, 1998;
(g) a faxed copy of minutes of meeting of the directors of the
Corporation dated June 11, 1996;
(h) a faxed copy of the 1996 Plan; and
(i) a faxed copy of the 1997 Plan.
We have assumed:
(a) the genuineness of the signatures on and the authenticity of all
documents submitted to us and the conformity to original
documents submitted to us as faxed or photostatic copies; and
(b) the meetings of the directors and shareholders of the
Corporation were duly convened, that the resolutions set out in
the directors and shareholders minutes have been duly passed and
that such resolutions have not been rescinded or varied in any
aspect material to this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares are issued in accordance with the
provisions of the applicable Plans, will be validly issued as fully-paid and
non-assessable.
This opinion is qualified to the extent that the validity of the
issuance of the Shares pursuant to the 1997 plan is conditional upon the
Shareholders of the Corporation approving the 1997 Plan.
The foregoing opinion is limited to the laws of Yukon Territory and the
federal laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Corporation's registration statement on Form S-8 to be filed with the Securities
and Exchange Commission in
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File No. 26204
Seven Seas Petroleum Inc.
the United States in connection with the registration of the Shares under the
Securities Act. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations thereunder.
Yours very truly,
PRESTON, WILLIS & LACKOWICZ
/s/ PAUL W. LACKOWICZ
PWL/pjd
Enclosure
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 22, 1997, included in Seven Seas Petroleum, Inc.'s previously filed
Registration Statement on Form 10 dated as of June 29, 1997; and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
February 23, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountant of GHK Company Colombia, Esmeralda
Limited Liability Company, and Cimarrona Limited Liability Company, I hereby
consent to the use of my reports and to all references to my Firm included in or
made a part of this Registration Statement.
/s/ JERRY L. WILLIAMS, CPA
Oklahoma City, Oklahoma
February 23, 1998
