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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1996
REGISTRATION NO. 33-41594
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE PHOENIX RESOURCE COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 95-1927105
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE POST OAK CENTRAL
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1990 EMPLOYEE STOCK OPTION PLAN
OF THE PHOENIX RESOURCE COMPANIES, INC.
1990 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
OF THE PHOENIX RESOURCE COMPANIES, INC.
(FULL TITLE OF THE PLANS)
Z. S. KOBIASHVILI
VICE PRESIDENT AND GENERAL COUNSEL
THE PHOENIX RESOURCE COMPANIES, INC.
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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This amendment is filed by the Registrant, The Phoenix Resource Companies,
Inc. ("Phoenix") to remove from registration under this Registration Statement
certain shares of Phoenix Common Stock, par value $.01 per share.
Initially, in July 1991, 4,750,000 shares of Phoenix Common Stock, par value
$.001 per share, were registered under this Registration Statement, of which
4,000,000 shares were for the 1990 Employee Stock Option Plan of Phoenix (the
"1990 Employee Plan") and 750,000 shares were for the 1990 Nonemployee Director
Stock Option Plan of Phoenix (the "1990 Director Plan"), (together, the "Option
Plans"). As a result of (x) a one-for-ten reverse stock split on May 13, 1992,
(y) a 100 percent stock dividend on January 31, 1995, and (z) a 100 percent
stock dividend on September 29, 1995, such shares became 1,900,000 shares of
Phoenix Common Stock, par value $.01 per share. Over the period from August
28, 1991 through May 16, 1996, stock options (i) covering 585,200 shares were
exercised under the terms of the 1990 Employee Plan, and (ii) covering 76,000
shares were exercised under the terms of the 1990 Director Plan.
Pursuant to the terms of that certain Agreement and Plan of Merger between
Apache Corporation ("Apache"), YPY Acquisitions, Inc. and Phoenix, dated March
27, 1996 (the "Merger Agreement"), no additional grants were made under the
Option Plans after that date. Upon consummation of the merger transaction on
May 20, 1996, as contemplated by the Merger Agreement, all unexercised stock
options previously granted under the Option Plans were no longer exercisable
for Phoenix Common Stock, as such stock options were assumed by Apache.
Following effectiveness of the merger transaction, Apache registered under the
Securities Act of 1933, as amended, a number of shares of Apache common stock,
par value $1.25 per share, to cover the assumed stock options.
Accordingly, Phoenix hereby removes from registration 1,014,800 shares of
Phoenix Common Stock for the 1990 Employee Plan and 224,000 shares of Phoenix
Common Stock for the 1990 Director Plan.
2
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SIGNATURES
The Registrant. 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Houston, State of Texas.
THE PHOENIX RESOURCE COMPANIES, INC.
Date: August 16, 1996 By: /s/ G. Steven Farris
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G. Steven Farris,
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Raymond Plank Chairman of the Board
- ---------------------------------- (Principal Executive Officer) August 16, 1996
Raymond Plank
/s/ Mark A. Jackson Vice President and Chief
- ---------------------------------- Financial Officer, and a Director
Mark A. Jackson (Principal Financial) August 16, 1996
/s/ Thomas L. Mitchell Controller and Chief
- ---------------------------------- Accounting Officer
Thomas L. Mitchell (Principal Accounting Officer) August 16, 1996
/s/ G. Steven Farris Director August 16, 1996
- ----------------------------------
G. Steven Farris
/s/ Z. S. Kobiashvili Director August 16, 1996
- ----------------------------------
Z. S. Kobiashvili
</TABLE>
