<PAGE>
As filed with the Securities and Exchange Commission on __________, 1995
Registration No. 33_____
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________
TIPPERARY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 1311 75-1236955
(State or other juris- (Primary standard industrial (I.R.S. Employer
diction of incorpora- classification code number) Identification No.)
tion or organization)
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(303) 293-9379
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________
1987 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
__________ Copies of communications to:
Carter G. Mathies, President Reid A. Godbolt, Esq.
Tipperary Corporation Jones & Keller, P.C.
633 Seventeenth Street, Suite 1550 1625 Broadway, Suite 1600
Denver, Colorado 80202 Denver, Colorado 80202
(303) 293-9379 (303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
__________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of each Amount Proposed Proposed Amount of
class of to be maximum maximum registration
sccurities to registered offering aggregate fee
be registered price per offering
share price
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,250 $3.52(1) $ 4,400 $ 1.52
value $0.02 per 15,000 5.13(1) 76,950 26.53
share, under the 15,000 3.69(1) 55,350 19.09
1987 Employee 250,000 2.75(1) 687,500 237.07
Stock Option Plan 101,750 5.56(2) 565,730 195.08
- ------------------------------------------------------------------------------
TOTAL 383,000 $1,389,930 $479.29
==============================================================================
<FN>
(1) Represents the exercise price of options in accordance with Rule 457(h).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
based on the average of the high and low prices of the Common Stock on
July 6, 1995 on the American Stock Exchange.
</TABLE>
<PAGE>
TIPPERARY CORPORATION
1987 EMPLOYEE STOCK OPTION PLAN
Cross Reference Sheet for Prospectus Pursuant to Rule 404(a)
Form S-8
Item No. Item Caption Heading in Prospectus
- -------- ------------ ---------------------
1 Information Required in the Information Required in the
Section 10(a) Prospectus 10(a) Prospectus
2 Registrant Information and Incorporation of Documents
Employee Plan Annual Information by Reference
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the 1987 Employee Stock Option Plan
information required by Item I of Form S-8 will be sent or given to employees
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of
all of the documents included in such file.
<PAGE>
PROSPECTUS
___________________
TIPPERARY CORPORATION
UP TO 281,250 SHARES OF COMMON STOCK, $.02 PAR VALUE
Issued Pursuant To The
1987 EMPLOYEE STOCK OPTION PLAN
This Prospectus relates to 281,250 shares of Common Stock, $.02 par value
(the "Common Stock"), of Tipperary Corporation (the "Company") to be offered
for the account of the Selling Shareholders (as defined in this Prospectus
under "Selling Shareholders"). The Common Stock to which this Prospectus
relates was issued pursuant to the exercise of options granted to the Selling
Shareholders pursuant to the Company's 1987 Employee Stock Option Plan (the
"Plan"). The Selling Shareholders may offer to sell the Common Stock covered
by this Prospectus from time to time at prices and upon terms then obtainable
in (I) ordinary brokers' transactions, (ii) block transactions in accordance
with the rules of the American Stock Exchange, (iii) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus, or (iv) a combination of any such methods of sale
in each case at market prices. See "Plan of Distribution." The Selling
Shareholders and any broker-dealers who participate in sales of Common Stock
covered by this Prospectus may be deemed to be statutory underwriters within
the meaning of the Securities Act of 1933, as amended (the "Securities Act").
Commissions paid or discounts or concessions allowed to any such broker-dealers
by any person, any profits received from reselling the Common Stock
covered by this Prospectus if any such broker-dealers purchases any such
Common Stock as a principal, may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Shareholders of Common
Stock will pay all discounts, commissions, and fees incurred in selling Common
Stock covered by this Prospectus, except that the Company will bear all
expenses incident to the registration and qualification of the shares under
the Securities Act of 1933, as amended, and state securities laws, on behalf
of the Selling Shareholders. The Company will receive no proceeds from sales
by the Selling Shareholders.
The Common Stock is traded on the American Stock Exchange under the
symbol TPY. On July 6, 1995, the last reported closing price of the Common
Stock on the American Stock Exchange was $5.50.
_____________________
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED
BY INVESTORS. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 13, 1995
<PAGE>
TABLE OF CONTENTS
Page
....
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . .3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . .9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission" or
"SEC"). Such reports and other information concerning the Company may be
inspected and copies may be obtained at the Commission's Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C., as well as the following
regional offices: 75 Park Place, 14th Floor, New York, New York and 500 West
Madison Street, Suite 1400, Chicago, Illinois. The Company has filed with the
Commission a Registration Statement under the Securities Act of 1933, as
amended (the "Act"), with respect to the securities offered pursuant to this
Prospectus. For further information, reference is made to the Registration
Statement and the exhibits thereto, which are available for inspection at no
fee at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. Copies of the foregoing material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission. The Company's Common Stock is also listed on the American Stock
Exchange, and in accordance therewith, the Company files periodic reports,
proxy statements and other information with the American Stock Exchange. Such
reports and other information concerning the Company can be inspected at the
American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881.
The Company furnishes to its stockholders annual reports containing
financial statements audited by its independent accountants and quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus by
reference:
1. the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
2. the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994 and March 31, 1995;
3. the Company's Forms 8-K, Current Report Pursuant to Section 13 or
15(d) of The Securities Act of 1934, dated November 1, 1994 and May
9, 1995; and
4. the description of the Common Stock, par value $.02 per share, of
the Company (the "Common Stock") set forth in the Registration
Statement on Form 8-A, dated April 1, 1992, including any amendment
or report filed for the purpose of updating such description.
<PAGE>
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Company's Forms 8-K, Current Report Pursuant
to Section 13 or 15(d) of the Securities Act of 1934, dated November 1, 1994
and May 9, 1995; the Exchange Act after the date of this Prospectus and prior
to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
of such documents (such documents, and the documents enumerated above, being
hereafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
<PAGE>
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
shall be directed to Tipperary Corporation, 633 Seventeenth Street, Suite
1550, Denver, Colorado 80202, Attention: David L. Bradshaw, Vice President,
Chief Operating Officer and Chief Financial Officer (telephone number (303)
293-9379). The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be read together
with the information contained in the Incorporated Documents.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER
WILL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE COMPANY'S AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
THE COMPANY
The Company and its subsidiaries are principally engaged in oil and gas
exploration, development and production within the United States. In
connection with its exploration activities, the Company owns an undivided
87.5% interest in a three-dimensional seismic project covering approximately
45,000 acres in the northern Rocky Mountain region and a non-operated interest
in a coalbed methane exploration and development project within a concession
in Queensland, Australia. In addition to these primary business activities,
the Company owns an interest in a joint venture which is in the process of
constructing and will operate a natural gas liquids fractionating plant.
The Company was organized as a Texas corporation in January, 1967. The
Company's executive offices are located at 633 Seventeenth Street, Suite 1550,
Denver, Colorado 80202, and its telephone number is 303-293-9379.
RISK FACTORS
The following factors should be considered carefully before purchasing
the Shares offered by this Prospectus.
GENERAL INDUSTRY CONSIDERATIONS
VOLATILITY OF OIL AND GAS PRICES AND MARKETS. The Company's revenues and
earnings are determined, to a large degree, by prevailing prices for oil and
gas. Historically, oil and gas prices and markets have been volatile and are
likely to continue to be volatile. Prices for oil and gas are subject to wide
fluctuations in response to relatively minor changes in supply of and demand
for oil and gas, market uncertainty and numerous additional factors that are
beyond the control of the Company.
DRILLING AND OPERATING RISKS. The Company's oil and gas operations are
subject to all of the risks and hazards typically associated with drilling
for, and production and transportation of, oil and gas. These risks include
the necessity of spending large amounts of money for identification and
acquisition of properties and for drilling and completion of wells. In the
drilling of exploratory or development wells, failures and losses may occur
before any deposits of oil or gas are found. The presence of unanticipated
pressure or irregularities in formations, blow-outs or accidents may cause
such activity to be unsuccessful, resulting in a loss of the Company's
investment in such activity. If oil or gas is encountered, there can be no
assurance that it can be produced in economic quantities sufficient to justify
the cost of continuing such operations or that it can be marketed
satisfactorily.
OPERATING HAZARDS AND UNINSURED RISKS. The oil and gas business involves
a variety of operating risks, including fire, explosion, pipe failure, casing
collapse, abnormally pressured formations, and environmental hazards such as
oil spills, gas leaks, and discharges of toxic gases. The occurrence of any
of these events with respect to any property operated or owned (in whole or in
part) by the Company could have a material adverse impact on the Company. The
Company and the operators of its properties maintain insurance in accordance
with customary industry practices and in amounts that management believes to
be reasonable. However, insurance coverage is not always economically
feasible and is not obtained to cover all types of operational risks. The
occurrence of a significant event that is not fully insured could have a
material adverse effect on the Company's financial condition.
COMPETITION. The oil and gas industry is highly competitive. The
Company competes in the areas of property acquisitions and the development and
production of oil and gas with major oil companies and other independent oil
and gas concerns, as well as with individual producers and operators. Many of
these competitors have substantially greater financial and other resources
than the Company.
ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION. Oil and gas operations
are subject to various Federal, state and local governmental regulations. The
production, handling, transportation and disposal of oil and gas and their
by-products are subject to regulation under Federal, state and local
environmental laws. To date, the Company has not been required to expend
significant resources in order to satisfy applicable environmental laws and
regulations. However, compliance costs under existing legal requirements and
under any new requirements that might be enacted could become material.
Additional matters subject to governmental regulation include discharge
permits for drilling operations, performance bonds, reports concerning
operations, the spacing of wells, unitization and pooling of properties and
taxation. From time to time, regulatory agencies have imposed price controls
and limitations on production by restricting the rate of flow of oil and gas
wells below actual production capacity in order to conserve supplies of oil
and gas.
SPECIFIC COMPANY CONSIDERATIONS
UNCERTAINTY OF ESTIMATES OF RESERVES AND FUTURE NET REVENUES. Certain
materials incorporated by reference in this Prospectus contain estimates of
the Company's oil and gas reserves and the discounted future net revenues from
those reserves, as prepared by independent petroleum engineers and/or the
Company. There are numerous uncertainties inherent in estimating quantities
of proved oil and gas reserves, including many factors beyond the control of
the Company. Those estimates are based on several assumptions that the
Securities and Exchange Commission requires oil and gas companies to use, for
example, constant oil and gas prices. Such estimates are inherently imprecise
indications of future net revenues. Actual future production, revenues,
taxes, operating expenses, development expenditures and quantities of
recoverable oil and gas reserves might vary substantially from those assumed
in the estimates. Any significant variance in these assumptions could
materially affect the estimated quantity and value of reserves. In addition,
the Company's reserves might be subject to revision based upon future
production, results of future exploitation and development, prevailing oil and
gas prices and other factors.
DEVELOPMENT OF ADDITIONAL RESERVES. The Company's success depends upon
its ability to acquire additional oil and gas reserves that are economically
recoverable through exploitation activities on its existing properties,
successful development and exploratory drilling and acquisition of producing
properties in order to replace oil and gas that is produced by the Company.
The Company's business strategy includes an emphasis on exploitation,
development drilling and exploratory drilling. Such activities typically
involve a higher degree of risk than the acquisition of producing oil and gas
properties. There <PAGE>
can be no assurance that the Company will have success in drilling productive
wells at economic finding costs, that future exploitation activities will be
successful, or that the Company's acquisition activities will result in the
addition of significant reserves at favorable costs.
ACQUISITION RISKS. The Company intends to continue to review
opportunities to acquire domestic producing oil and gas properties. Although
the Company performs a review of all potential property acquisitions that it
believes is consistent with industry practices, such reviews are inherently
incomplete. It generally is not feasible to review in depth every property
involved in each acquisition. Ordinarily, the Company will focus its due
diligence efforts on the higher valued properties and will sample the
remainder. However, even an in-depth review of all properties and records
will not necessarily reveal existing or potential problems, nor will it permit
a buyer to become sufficiently familiar with the properties to assess fully
their deficiencies and capabilities. Inspections will not always be performed
on every well, and operational and environmental problems are not necessarily
observable even when an inspection is undertaken.
AVAILABILITY OF NET OPERATING LOSS CARRYFORWARDS. As of September 30,
1994, the Company had net operating loss carryforwards for Federal income tax
purposes of approximately $45.3 million, which expire at various dates through
fiscal 2004 (subject to certain limitations). The utilization of these
carryforwards effectively lowers the Company's current Federal income tax rate
from approximately 35% to approximately 2%, and therefore provides a
significant benefit to the Company as long as the Company generates taxable
income. Under highly complex Federal income tax rules, the Company's net
operating loss carryforwards would be subjected to an annual limitation should
there be a change of over 50% in the stock ownership of the Company during any
three-year period. Thus, the annual use of the net operating loss
carryforwards could be significantly limited, for example, if the Company
issued substantial amounts of Common Stock, or if either of its two largest
stockholders sold substantial amounts of their Common Stock. Also, if the
Company were to be acquired by a tender offer, merger, or similar transaction,
the acquiror could be limited in its ability to utilize the loss
carryforwards, and the purchase price for the Company could be adversely
affected.
DEPENDENCE UPON KEY MANAGEMENT. The operations of the Company are
substantially dependent upon Carter G. Mathies, its President, Chief
Executive Officer, and Chairman of the Board, and David L. Bradshaw, a
Director, Chief Operating Officer and Chief Financial Officer. Although the
Company has employment agreements with both of these persons that extend
through September 30, 1995, the Company has no key man life insurance on
either Mr. Mathies or Mr. Bradshaw. The loss of either person's services to
the Company could have a material adverse impact on the Company.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Common
Stock in the public market by officers, directors and principal stockholders
of the Company through the exercise of registration rights or subject to
compliance with certain volume limitations as prescribed by Rule 144 under the
Securities Act could adversely affect the market price for the Common Stock.
CONTINUING CONTROL BY EXISTING PRINCIPAL STOCKHOLDERS AND MANAGEMENT.
Existing principal stockholders and management own approximately 43.9% of the
outstanding shares of Common Stock. Such persons are, as a practical matter,
able to elect all members of the Company's Board of Directors and will
therefore continue to control the Company.
FINANCIAL REPORTING IMPACT OF FULL COST METHOD OF ACCOUNTING. The
Company follows the full cost method of accounting for its oil and gas
properties. Under such method, the net book value of such properties, less
related deferred income taxes, may not exceed a calculated "ceiling." The
ceiling is the estimated after tax future net revenues from proved oil and gas
properties, discounted at 10% per year. In calculating discounted future net
revenues, oil and gas prices in effect at the time of the calculation are held
constant, except for changes which are fixed and determinable by existing
contracts. The net book value is compared to the ceiling on a quarterly
basis. The excess, if any, of the net book value above the ceiling is
required to be written off as an expense. Under SEC full cost accounting
rules, any write-off recorded may not be reversed even if higher oil and gas
prices increase the ceiling applicable to future periods. Future price
decreases could result in reductions in the carrying value of such assets and
an equivalent charge to earnings.
Based on September 30, 1994 oil and gas prices, the Company's full cost
pool book value exceeded this ceiling test value by $2,021,000. Accordingly,
the book value of oil and gas properties was written down by this amount as of
September 30, 1994.
AUTHORIZED PREFERRED STOCK. The Company's Articles of Incorporation
authorize the issuance of up to 10,000,000 shares of Cumulative Preferred
Stock, par value $1.00 per share, and up to 10,000,000 shares of
Non-Cumulative Preferred Stock, par value $1.00 per share. The Board of
Directors of the Company has the authority to divide the two classes of
Preferred Stock into series and to fix and determine the relative rights and
preferences of the shares of any such series. Such preferences could include,
among other things, the establishment of dividends which must be paid prior to
the declaration or payment of dividends or other distributions (including
share repurchases) with respect to Common Stock. Moreover, other terms
established by the Board of Directors, such as voting or liquidation rights,
could adversely affect the rights of holders of Common Stock. In addition,
the ability of the Board of Directors to issue Preferred Stock could impede or
deter unsolicited tender offers or takeover proposals regarding the Company.
FUTURE DILUTION. As of June, 1995, there were warrants and options
outstanding to purchase 1,156,250 shares of the Common Stock of the Company,
representing 9.4% of its then outstanding shares of Common Stock. Of the
total warrants and options outstanding, 675,000 are exercisable at $2.00 per
share, 350,000 are exercisable at $2.75 per share, 1,250 are exercisable at
$3.52 per share, 15,000 are exercisable at $5.13 per share, 15,000 are
exercisable at $3.69 per share and 100,000 are exercisable at $6.00 per share.
These warrants and options enable the holder to profit from a rise in the
market value of the Common Stock with potential dilution to the existing
holders of Common Stock. The existence of these warrants and options,
representing an overhanging obligation to sell additional Common Stock at
prices that may be below the then current market price of the Common Stock,
could inhibit the ability of the Company to obtain new equity because of
reluctance by potential equity holders to absorb potential dilution to the
value of their shares.
USE OF PROCEEDS
Since this Prospectus relates to the offering of shares by the Selling
Shareholders, the Company will not receive any of the proceeds from the sale
of the Shares offered hereby, but will receive proceeds upon the exercise of
options issued pursuant to the Plan.
SELLING SHAREHOLDERS
The shareholders whose shares of Common Stock are covered by this
Prospectus ("Selling Shareholders") are listed below. The amount of Common
Stock to be reoffered or resold by each Selling Shareholder pursuant to this
Prospectus, and any other person with whom each Selling Shareholder is acting
in concert for the purposes of selling Common Stock, is limited by Rule 144(e)
promulgated by the SEC under the Securities Act. Rule 144(e) prohibits
reoffers and resales from exceeding, during any three-month period, the
greater of (i) one percent of the Common Stock outstanding as shown by the
most recent report or statement published by Tipperary, or (ii) the average
weekly reported volume of trading in the Common Stock reported on the American
Stock Exchange during the four calendar weeks preceding the date of receipt of
the order to execute the transaction by the broker or the date of the
execution of the transaction
directly with a market maker.
The following table sets forth (a) the name, address and the nature of
any position, office or other material relationship with the Company within
the past three years of the Selling Shareholders and (b) the number of shares
owned by the Selling Shareholders, the number of shares being offered for sale
by the Selling Shareholders and the number of shares to be owned by the
Selling Shareholders after the offering of the shares, assuming the sale of
all shares offered by the Selling Shareholders.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number Ownership
Before of Shares After
Offering Offered Offering
Name and Position (Number) (%) (Number) (%)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Carter G. Mathies, Director and 544,767(b) 4.6 100,000 444,767 3.8
Chief Executive Officer
David L. Bradshaw, Director and 310,104(c) 2.7 101,250 208,854 1.8
Chief Financial and Operating Officer
Jeff T. Obourn, Vice President 30,000 (d) 30,000 0 0
Wayne W. Kahmeyer, Controller 10,000 (d) 10,000 0 0
and Principal Accounting Officer
Robert T. Larson, Jr., Vice President 15,000 (d) 15,000 0 0
Larry G. Sugano, Vice President 15,000 (d) 15,000 0 0
Elaine R. Treece, 5,000 (d) 5,000 0 0
Corporate Secretary
Lisa S. Wilson, Employee 5,000 (d) 5,000 0 0
________________
<FN>
(a) Assumes the sale of all shares offered hereby by all Selling
Shareholders.
(b) Includes 436,667 shares of common stock underlying warrants and 100,000
shares of common stock underlying options issued pursuant to the Plan.
(c) Includes 205,000 shares of common stock underlying warrants and 101,250
shares of common stock underlying options issued pursuant to the Plan.
(d) Less than 1%.
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered hereby on behalf of the Selling Shareholders are to be
sold from time to time by means of (i) ordinary brokers' transactions, (ii)
block transactions in accordance with the rules of the American Stock
Exchange, (iii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus, or (iv) a
combination of any such methods of sale in each case at market prices. In
connection therewith, distributors' or sellers' commissions may be paid or
allowed which will not exceed those customary in the types of transactions
involved. Commissions may also be received from purchasers for whom brokers
or dealers act as agents. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.
In addition, any securities covered by this Prospectus that qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus. However, the amount of Common Stock that may be reoffered or
resold by means of this Prospectus by each Selling Shareholder, and any other
person with whom the Selling Shareholder is acting in concert for the purpose
of selling securities of the Company, may not exceed, during any three-month
period, the amount specified in Rule 144(e).
No assurance can be given that any of the Selling Shareholders will offer
for sale or sell any or all of the Common Stock covered by this Prospectus.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon by
Jones & Keller, P.C., Denver, Colorado.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended September 30,
1994, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
Tipperary Corporation (the "Company") hereby incorporates by reference
into this registration statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
1. the Company's Annual Report on Form 10-K for the Fiscal Year Ended
September 30, 1994;
2. the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1994 and March 31, 1995;
3. the Company's Forms 8-K, Current Report Pursuant to Section 13 or
15(d) of The Securities Act of 1934, dated November 1, 1994 and May 9, 1995;
4. the description of the Common Stock, par value $.02 per share, of the
Company (the "Common Stock") set forth in the Registration Statement on Form
8-A, dated April 1, 1992, including any amendment or report filed for the
purpose of updating such description; and
5. all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
6. The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents, and any or all other documents required to be
delivered to employees of the Corporation pursuant to Rule 428(b) under the
Securities Act. Written requests or requests by telephone for such copies, or
additional information about the Plan and its administrator, should be
directed to David L. Bradshaw, Tipperary Corporation, 633 Seventeenth Street,
Suite 1550, Denver, Colorado 80202, (303) 293-9379.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Article 2.02-1 of the Texas Business Corporation Act, as amended, enables
a corporation to indemnify a person against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by reason of the fact
that such person was a director, officer, employee or agent of the corporation
upon proper approval of said indemnification by the corporation. A
corporation may only indemnify a person if it is determined that said person
(1) conducted himself in good faith; (2) reasonably believed that his conduct,
while in his official capacity, was in the corporation's best interest and, in
all other cases, that his conduct was at least not opposed to the
corporation's best interests; (3) in the case of any criminal proceeding, had
no reasonable cause
to believe his conduct was unlawful. Furthermore, indemnification is limited
to reasonable expenses actually incurred when a person is found liable on the
basis that personal benefit was improperly received by him; and when a person
is found liable for willful or intentional conduct, then no indemnification of
any kind may be made by the corporation. Texas law requires a corporation to
indemnify a director or officer against reasonable expenses incurred by him in
connection with a proceeding in which he is a named defendant or respondent
because he is or was a director or officer if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding.
Article 3(B)(14) of the Company's Articles of Incorporation allows the
Company to provide for indemnification of directors and officers through its
bylaws. Article 17 of the Bylaws of the Company provides that it shall
indemnify any director or officer or former director or officer who was, is,
or is threatened to be made a named defendant or respondent in a proceeding
because such person is or was associated with the Company as long as that
person has (1) conducted himself in good faith and (2) reasonably believed (I)
in the case of conduct in his official capacity as a person associated with
the Company, that his conduct was in the best interests of the Company and
(ii) in all other cases, that his conduct was at least not opposed to the best
interests of the Company, and (iii) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The
indemnification provided by the Bylaws covers judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses
actually incurred by the person in connection with the proceeding; however, if
a person is found liable to the Company or is found liable on the basis that a
personal benefit was improperly received by such person, the indemnification
(1) is limited to reasonable expenses actually incurred by the person in
connection with the proceeding and (2) shall not be made in respect of any
proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the Company.
Indemnification is mandatory concerning reasonable expenses incurred by the
parties if the party has been wholly successful on the merits or otherwise in
the defense of the proceeding. Determination of a proceeding by judgment,
order, settlement or conviction or a plea of nolo contendere or its equivalent
is not of itself determinative that a person does not meet the requirements
for indemnification.
Article Five of the Company's Restated Articles of Incorporation limits
the liability of directors to the Corporation or members for monetary damages
for an act or omission in the directors' capacity as a director, except
liability is not limited for: (1) a breach of a director's duty of loyalty to
the corporation or its shareholders or members; (2) an act or omission not in
good faith or that involves intentional misconduct or a knowing violation of
the law; (3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the director's office; (4) an act or omission for which the liability of a
director is expressly provided for by statute; or (5) an act related to an
unlawful stock repurchase or payment of a dividend.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits.
- ------------------
The following documents are filed as a part of this registration
statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. See the Index to Exhibits
included with the exhibits filed as a part of this report.
Exhibit Description
- ------- -----------
3.1 Restated Articles of Incorporation of the Registrant, filed as
Exhibit 3.9 to Amendment No. 1 to the Registrant's Registration
Statement No. 33-63898 on Form S-1, effective June 30, 1993 ("S-1
Registration Statement"), and incorporated herein by reference.
3.2 Bylaws of the Registrant, as amended, filed as Exhibit 3.10 to the
Registrant's S-1 Registration Statement and incorporated herein by
reference.
4.1 Tipperary Corporation 1987 Employee Stock Option Plan, as
amended.
5.1 Opinion of Jones & Keller, P.C.
23.1 Consent of Jones & Keller, P.C. (included in their opinion filed as
Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
25.1 Power of Attorney (see signature page of this Registration Statement
- Page II-5).
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 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 of 1933, as amended (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; 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, 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 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 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 of
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.
<PAGE>
SIGNATURES
In accordance with 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 authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City and County of Denver, Colorado, on July
13, 1995.
TIPPERARY CORPORATION
By:___________________________________
Carter G. Mathies, Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below hereby designates and
appoints Carter G. Mathies and David L. Bradshaw, and each of them, as such
person's true and lawful attorneys-in-fact and agents (the "Attorneys-in-
Fact") with full power of substitution and resubstitution, for each person and
in such person's name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement, which amendments may make such changes in this
registration statement as either Attorney-in-Fact deems appropriate and to
file each such amendment with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto such Attorneys-in-Fact 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 such person
might or could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or either of them, or their 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 indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Carter G. Mathies Chairman of the Board of July 13, 1995
- ------------------------- Directors, President and
Carter G. Mathies Chief Executive Officer
/s/ Eugene I. Davis Director July 13, 1995
- -------------------------
Eugene I. Davis
/s/ Anthony F. Kramer Director July 13, 1995
- -------------------------
Anthony F. Kramer
/s/ James A. McAuley Director July 13, 1995
- -------------------------
James A. McAuley
/s/ David L. Bradshaw Chief Financial and July 13, 1995
- ------------------------- Operating Officer,
David L. Bradshaw Vice President and
Director
/s/ Wayne W. Kahmeyer Controller and July 13, 1995
- ------------------------- Principal Accounting Officer
Wayne W. Kahmeyer
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
3.1 Restated Articles of Incorporation of the Registrant,
filed as Exhibit 3.9 to Amendment No. 1 to the
Registrant's Registration Statement No. 33-63898 on Form
S-1, effective June 30, 1993 ("S-1 Registration
Statement"), and incorporated herein by reference.
3.2 Bylaws of the Registrant, as amended, filed as Exhibit
3.10 to the Registrant's S-1 Registration Statement and
incorporated herein by reference.
4.1 Tipperary Corporation 1987 Employee Stock Option Plan, as
amended.
5.1 Opinion of Jones & Keller, P.C.
23.1 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
25.1 Power of Attorney (see signature page of this Registration
Statement - Page II-5).
1987 EMPLOYEE STOCK PLAN
1. NAME. This Plan shall be known as the "1987" Tipperary Corporation
Employee Stock Option Plan" (herein called the "Plan").
2. PURPOSE. The purpose of the Plan is to promote the growth and general
prosperity of Tipperary Corporation (the "Company") and its parent and
subsidiary corporations, if any, by permitting the Company to grant
incentive stock options ("ISO's") and nonstatutory stock options
(together with ISO's, herein called the "Options") to employees,
including officers and directors who are also employees, of the Company,
or of any parent or subsidiary corporation of the Company (as defined in
Section 425 of the Internal Revenue Code of 1986 (the "Code")), whether
such parent and/or subsidiaries are currently existing or may hereafter
be organized or acquired (therein called the "Affiliates"), to purchase
shares of Common Stock of the Company. Such Options will be granted in
order to attract and retain the best available personnel and to provide
such employees with an additional incentive to contribute to the success
of the Company. It is the further purpose of this Plan to ensure that
the ISO's which are granted hereunder will qualify as incentive stock
options under Section 422A of the Code such that the employees to whom
such ISO's are granted will be afforded the tax treatment set forth in
Section 421(a) of the Code.
3. ADMINISTRATION. This Plan shall be administered by the Compensation
Committee (the "Committee") of more than one individual appointed by the
Board of Directors of the Company. The Committee shall act by a majority
vote at a meeting or by a written statement signed by a majority of the
members. Subject to the express provisions of this Plan, the Committee
shall determine the individuals to whom Options shall be granted, the
time or times at which Options shall be granted, the number of shares of
Common Stock to be subject to each Option, the period of each Option, the
option price of the Common Stock to be issued under the Plan and the
other terms and conditions thereof.
4. STOCK SUBJECT TO PLAN. Subject to the provisions of Paragraph 15 and 16
hereof, the maximum number of shares which may be optioned and sold under
the Plan is 383,000 shares of the authorized, but unissued, or reacquired
Common Stock of the Company. In the event that any Option shall, for any
reason, terminate or expire or be surrendered without having been
exercised in full, the shares subject to such Option but not purchased
hereunder shall again be available for Options to be granted under this
Plan.
5. ELIGIBILITY. The Committee may grant Options to any employee, including
officers and directors who are also employees, of the Company or any of
its Affiliates; provided, however, that an employee to whom an ISO is
granted may not, at the time the ISO is granted, own stock representing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any of its Affiliates, as
determined in accordance with Section 425(d) of the Code. The foregoing
ten percent (10%) limitation shall be inapplicable if, at the time the
ISO is granted, the option price is at least one hundred and ten percent
(110%) of the fair market value of the Common Stock subject to the ISO
and the ISO by its terms is not exercisable after the expiration of five
(5) years from the date the ISO is granted. The person to whom ISO's
shall be granted shall herein be called the "ISO Optionees" and the
persons to whom Options shall be granted shall herein be called
"Optionees."
6. OPTION PRICE AND LIMITATION ON ACCOUNT. The option price for the Common
Stock to be issued under the Plan upon exercise of ISO's shall not be
less than the fair market value of the Common Stock of the Company at the
time that the Option is granted, as such fair market value shall be
determined from time to time in good faith and in the sole discretion of
the Committee. The minimum option price shall be one hundred ten percent
(110%) of the fair market value of the Common Stock subject to an ISO if
the ISO Optionee, at the time the ISO is granted, would own stock
possessing more than ten percent (10%) of the total combined voting power
of the Company or any of its Affiliates (using the attribution of stock
ownership rules of Section 425(d) of the Code). The aggregate fair
market value (determined at the time the ISO is granted) of the shares of
Common Stock with respect to which the ISO's are exercisable for the
first time by any ISO Optionee during any calendar year shall not exceed
$100,000.
7. GRANT OF OPTIONS. Options shall be granted on such dates as may be
determined from time to time by the Committee; provided, however, that
all Options shall be granted within ten (10) years from the date that the
Plan is adopted by the Board of Directors of the Company in accordance
with Paragraph 19 hereof. If the Committee so determines and the
applicable instrument or instruments evidencing the Option so provide,
the exercise of all or any part of an Option granted under this plan may
result in the reduction or termination of another Option granted under
this Plan to the extent so determined and provided.
8. EXERCISE OF OPTION.
(a) Subject to Paragraphs 13 and 14 hereof, the Options shall be
exercised in cumulative installments as the Compensation Committee
shall determine. Provided, however, if the Optionee resigns, the
total percentage of the Option exercisable shall be determined as of
the anniversary of the grant of the Option preceding such Optionee's
resignation, unless he has, prior to the resignation, exercised the
Option in excess of such percentage, in which case no additional
portion of the Option will be exercisable. When the right to
exercise any installment accrues, the shares of Common Stock
included in such installment may be purchased at that time or from
time to time hereafter, provided, however, that no Option shall be
exercisable after the expiration of ten (10) years from the date
such Option is granted (except as otherwise set forth in paragraph 5
hereof). Notwithstanding the foregoing, with respect to any ISO's,
the aggregate fair market value (determined at the time the ISO is
granted) of the shares of Common Stock which are exercisable for the
first time by any ISO Optionee during any calendar year shall not
exceed $100,000.
(b) Notwithstanding the provisions contained in subparagraph (a) of this
Paragraph 8, an Option granted hereunder may only be exercised if
the shares to be issued are registered under the Securities Act of
1933, as amended, or if the issuance of shares, upon the exercise of
such Option, constitutes a transaction exempt from registration
under the Securities Act of 1933, as amended. The Company is not
obligated to, and no Optionee has any right to require the Company
to, register under the Securities Act of 1933, as amended, any of
the shares to be issued upon exercise of any Option granted
hereunder.
9. MANNER OF EXERCISE. Shares of Common Stock purchased upon exercise of
Options shall at the time of purchase be paid for in full. Options may
be exercised from time to time by written notice to the Company stating
the full number of shares with respect to which the Option is being
exercised and the time of delivery thereof, which shall be at least
fifteen days after the giving of such notice unless an earlier date shall
have been mutually agreed upon, accompanied by full payment for the
shares by one of the following (or combination thereof) selected for the
Optionee by the Committee in its sole discretion: (i) certified or
official bank check or the equivalent thereof acceptable to Company; (ii)
a recourse note with an interest rate determined by the Committee which
is secured in a manner acceptable to the Company; or (iii) tendering
property including, but not limited to, shares of Common Stock of the
Company with a fair market value at least equal to the aggregate option
price for the shares of Common Stock to be acquired. Where the Optionee
exercises his Options by tendering Common Stock of the Company, the fair
market value of such shares as of the date proper written notice is
received by the Company (the "date of exercise") shall be established in
good faith by the Committee. In setting the fair market value as of the
date of exercise, due regard shall be given all facts and circumstances.
However, if an active market develops for the Common Stock, the average
of the closing bid and asked prices on the date of exercise shall be set
by the Committee as the fair market value. If an active market does not
exist at the date of exercise, an Optionee may condition his exercise on
the Committee's establishing a fair market value above an amount
specified in the Optionee's written notice. Any shares tendered which
are not used to satisfy an option price shall be returned to the
Optionee.
At the time of delivery, the Company shall, without stock transfer tax to
the Optionee (or other person entitled to exercise the Option), deliver
to the Optionee (or to such other person) at the principal office of the
Company, or such the place as shall be mutually agreed upon, a
certificate or certificates for such shares; provided, however, that the
time of delivery may be postponed by the Company for such period as may
be required for it with reasonable diligence to comply with any
requirements of law. Provided that in the event the Common Stock
issuable upon exercise is not registered under the Securities Act of
1933, as amended, then the Company at the time of exercise will require
in addition that the registered owner deliver an investment
representation in form acceptable to the Company and its counsel and the
Company will place a legend on the certificate for such Common Stock
restricting the transfer of same.
10. FORM OF OPTION. ISO's granted pursuant to this Plan shall be evidenced
by Incentive Stock Option Agreements in such form as the Committee shall
from time to time adopt and nonstatutory stock options granted pursuant
to this Plan shall be evidenced by Non-qualified Stock Option Agreements
in such form as the Committee shall from time to time adopt (together,
the "Agreements"). Each Option granted under this Plan shall be
exercisable on such date or dates and during such period and for such
number of shares of Common Stock as shall be determined pursuant to the
provisions of this Plan and the Agreement with respect to such Options.
11. OPTIONS NOT TRANSFERABLE. Options granted under this Plan may not be
sold, pledged, assigned, hypothecated or otherwise transferred in any
manner other than by will or the law of descent and distribution and
shall not be assignable by operation of law or subject to execution,
attachment or similar process. Options may be exercised during the
lifetime of an Optionee only by such Optionee. Any attempted sale,
pledge, assignment, hypothecation or other transfer of an Option contrary
to the provisions hereof and the levy of any execution, attachment or
similar process upon an Option shall be null and void and without force
or effect. No transfer of any Options by will or by the laws of descent
and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee or transferees of the terms and
conditions of this Agreement with respect to such Option.
12. SHARES NOT TRANSFERABLE. As a condition to the transfer of these shares
of Common Stock issued under this Plan, the Company may require an
opinion of counsel, satisfactory to the Company, to the effect that such
transfer will not be in violation of the Securities Act of 1933, as
amended, or any other applicable securities laws or that such transfer
has been registered under federal and all applicable state securities
laws. Further, the Company shall be authorized to refrain from
delivering or transferring shares of Common Stock issued under this Plan
until the Committee has determined that the Optionee has tendered to the
Company any federal, state or local tax owed by the Optionee as a result
of exercising the Option, or disposing of any Common Stock, when the
Company has a legal liability to satisfy such tax. The Company shall not
be liable for damages due to delay in the delivery or issuance of any
stock certificate for any reason whatsoever, including, but not limited
to, a delay caused by listing requirements of any securities exchange or
any registration requirements under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, or under any
other state or federal law, rule or regulation.
13. TERMINATION OF EMPLOYMENT. If an Optionee's employment with the Company
or any of its Affiliates shall be terminated by the Company or any of its
Affiliates with or without cause, or by the act of the Optionee, except
by reason of the Optionee's disability (within the meaning of Section
105(d)(4) of the Code), or retirement with the consent of the Optionee's
employer, the Option shall terminate immediately upon such termination of
employment. If an Optionee's employment with the Company or any of its
Affiliates shall terminate by reason of retirement with the consent of
the Optionee's employer, the Optionee shall have the right, during the
period ending on the day three (3) months after such termination, to
exercise any Options to the extent they were exercisable at the date of
such termination of employment and shall not have been exercised.
Thereafter, all of the Optionee's rights hereunder shall cease. If an
Optionee's employment with the Company or any of its Affiliates shall
terminate by reason of death, Paragraph 14 shall apply and the person or
persons set forth therein shall have the right, during the period ending
one (1) year after the date of death, to exercise all outstanding Options
to the extent such Options shall not have been exercised, irrespective of
the schedule of exercise referred to in Paragraph 8(a) of this Plan,
subject, however, to the remaining provisions of Paragraph 8(a). If an
Optionee's employment with the Company or any of its Affiliates shall
terminate by reason of disability, such disabled Optionee shall have the
right, during the period ending on the day six (6) months after such
termination, to exercise any Options to the extent it was exercisable at
the date of such termination of employment and shall not have been
exercised.
14. EFFECT OF DEATH. Upon the death of an Optionee, the legal
representative, executor or administrator of the estate of such Optionee
or the person or persons to whom any Options granted hereunder shall have
been validly transferred by the legal representative, executor or
administrator pursuant to a will or the laws of descent and distribution
shall have the right to exercise any of the Options which would have been
exercisable by the Optionee in accordance with the provisions of
Paragraphs 8 and 13 hereof.
15. CHANGES IN CAPITALIZATION. In the event that the number of outstanding
shares of Common Stock of the Company shall be changed by reason of
split-
ups or combinations of shares or recapitalization or by reason of stock
dividends, the number of shares for which Options may thereafter be
granted under this plan, the number of shares then subject to Options
theretofore granted under this Plan and the price per share payable upon
exercise of such Options shall be appropriately adjusted as determined by
the Committee so as to reflect such change. Options may also contain
provisions for their continuation or for other equitable adjustments
after changes in shares of Common Stock resulting from reorganization,
sale, merger, consolidation or similar occurrences.
16. MERGER OR SALE. In the event the Company shall be the surviving
corporation or any merger or consolidation, any Option granted hereunder
shall continue in force and effect, subject to adjustment in the price
and number of shares thereunder to reflect the capital adjustment
resulting from the merger or consolidation. In the event that the
Company is not the surviving corporation in any merger or consolidation,
or in the event that the Company sells or exchanges substantially all of
its assets, the schedule of exercise referred to in Paragraph 8(a) of
this Plan shall not apply to any outstanding Options, and all outstanding
Options shall be immediately exercisable, subject, however, to the
remaining provisions of Paragraph 8(a) of this Plan.
17. REPRESENTATIONS OF OPTIONEE. As a condition to the grant of any portion
of an Option, the Company may require the Optionee to represent and
warrant that, as of the time of any such exercise, the shares are being
purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required under the Securities Act of 1933, as
amended, or any other applicable law, regulation or rule of any
governmental agency.
18. RESERVATION OF SHARES. During the term of this Plan, the Company will
at all times reserve and keep available, and will seek or obtain from any
regulatory body having jurisdiction any requisite authority in order to
issue and sell such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan. The inability of the
Company to obtain the authority from any regulatory body having
jurisdiction, including without limitation the Securities and Exchange
Commission and state securities regulatory bodies, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any shares of its Common Stock hereunder shall relieve the
Company of any liability in respect to the nonissuance or sale of such
Common Stock as to which such requisite authority shall not have been
obtained.
19. TERM OF PLAN. This Plan shall become effective upon its adoption by the
Board of Directors of the Company and its approval within twelve (12)
months thereafter by the holders of a majority of all the issued and
outstanding capital stock of the Company, voting as a single class and
represented at an annual or special meeting of the stockholders of the
Company.
20. AMENDMENT OF THE PLAN. The Board of Directors of the Company may amend
the Plan from time to time in such respects as the Board may deem
advisable without the approval of the stockholders of the Company unless
such amendment would (a) increase the maximum number of shares of Common
Stock as to which ISO's may be granted under the Plan; (b) decrease the
minimum option price; or (c) disqualify an ISO granted under the Plan
from satisfying the requirement for an incentive stock option under the
Code, and provided, further, that the affirmative vote of the holders of
a majority of the securities of the Company present (or represented) and
entitled to vote at a meeting duly held in accordance with the laws of
the State of Texas shall be required to approve any amendment to the Plan
which would, as determined for purposes of Rule 16b(3) of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as
amended, (or any successor provision at the time in effect), (x)
materially increase the benefits accruing to participants under the Plan,
(y) materially increase the number of shares of Common Stock which may be
issued under the Plan, or (z) materially modify the requirements as to
eligibility for participation in the Plan.
21. TERMINATION OF THE PLAN. Unless sooner terminated by action of the
Board of Directors of the Company, the Plan shall terminate on December
31, 1996. Any such termination shall not affect any restrictions
previously imposed upon the shares of Common Stock issued pursuant to
this Plan or upon the Options already granted and such restrictions and
options shall remain in full force and effect thereafter as if this Plan
had not been terminated.
22. LEGEND. In order to enforce the restrictions imposed upon the shares of
Common Stock of the Company which are issued under this Plan, the
Committee may cause a legend or legends to be placed on any certificates
representing shares issued under this Plan, which legend or legends shall
make appropriate reference to the restrictions imposed hereunder.
23. CONFORMITY WITH INTERNAL REVENUE CODE. ISO's granted under this Plan
are intended to satisfy all requirements for incentive stock options
under the Code and, notwithstanding any other provision of this Plan, the
Plan and all ISO's granted under it shall be so construed and all
contrary provisions shall be so limited in scope and effect and, to the
extent they cannot be so limited, they shall be void.
24. EFFECT OF THE PLAN. Neither the adoption of the Plan nor the action of
the Board of Directors of the Company shall be deemed to give any
employee any right to be granted an Option to purchase shares of Common
Stock of the Company or any other rights except as may be evidenced by an
Agreement, or any amendment thereto, duly authorized by the Committee and
then only to the extent and on the terms and conditions expressly set
forth therein. Nothing in the Plan or in the Option granted hereunder or
in any Agreement relating thereto shall confer upon any Optionee the
right to continue in the employ of the Company.
25. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for
the Company, nor shall the Plan preclude the Company from establishing
other forms or incentive or other compensation for employees of the
Company.
26. SUCCESSORS AND ASSIGNS. The Plan shall be binding upon the successors
and assigns of the Company.
July 12, 1995
Tipperary Corporation
633 Seventeenth Street
Suite 1550
Denver, Colorado 80202
Re: Tipperary Corporation - Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Tipperary Corporation, a Texas 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 (the "Securities Act"), relating to 383,000 shares of $.02 par value
common stock (the "Common Stock") of the Company that may be offered on the
exercise of certain stock options granted or that may be granted pursuant to
the 1987 Employee Stock Option Plan (the "Plan").
This letter is governed by, and shall be interpreted in accordance with,
the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
In connection with this opinion, we have examined and relied upon the
original, or copies certified to our satisfaction, of (1) the Articles of
Incorporation and the Bylaws of the Company, as amended; (2) minutes and
records of the corporate proceedings of the Company with respect to the
establishment of the Plan, the issuance of shares of Common Stock pursuant to
the Plan and related matters; and (3) the Registration Statement and exhibits
deemed necessary for the expression of opinions herein contained. In making
the foregoing examinations, 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. As to various questions of fact material to this
opinion, and as to the content and form of the Articles of Incorporation, the
Bylaws, 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 our examination, consideration of, and reliance on the
documents and other matters described above, and subject to the comments and
exceptions noted below, we are of the opinion that the Company presently has
available at least 383,000 shares of authorized but unissued stock and/or
treasury shares from which the 383,000 shares of Common Stock may be issued
pursuant to exercise of options granted pursuant to the Plan. Assuming that
the Company maintains an adequate number of authorized but unissued shares
and/or treasury shares available for issuance to those persons who exercise or
are granted options pursuant to the Plan, and assuming that the consideration
for shares of Common Stock issued pursuant to such options is actually
received by the Company as provided in the Plan and exceeds the par value of
such shares, then the shares of Common Stock issued pursuant to the exercise
of the options in accordance with the terms of the Plan will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
JONES & KELLER, P.C.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 9, 1994 appearing on page
F-2 of Tipperary Corporation's Annual Report on Form 10-K for the year ended
September 30, 1994.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Denver Colorado
July 12, 1995
