<PAGE>
As filed with the Securities and Exchange Commission on August 2, 1996
Registration No. 333-5937
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
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 jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification
No.)
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)
1993 COMPENSATORY WARRANT
1994 COMPENSATORY WARRANT
(Full title of the plan)
Copies of communications to:
David L. Bradshaw, 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each
class of Proposed maximum Proposed maximum Amount of
securities to Amount to offering price aggregate registration
be registered be registered per share offering price fee(1)
- ------------- ------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 436,667 $3.87 $1,692,085 $583 (2)
par value
$0.02 per
share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
(2) Of this amount $455 has been paid.
================================================================================
<PAGE>
TIPPERARY CORPORATION
1993 COMPENSATORY WARRANT
1994 COMPENSATORY WARRANT
Cross Reference Sheet for Prospectus Pursuant to Rule 404(a)
<TABLE>
<CAPTION>
Form S-8
Item No. Item Caption Heading in Prospectus
- -------- ------------ ---------------------
<S> <C> <C>
1 Information Required in the Information Required in the Section
Section 10(a) Prospectus 10(a) Prospectus
2 Registrant Information and Incorporation of Documents by
Employee Plan Annual Information Reference
ii
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the 1993 Compensatory Warrant and 1994
Compensatory Warrant information required by Item I of Form S-8 will be sent or
given to the pertinent individual 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.
iii
<PAGE>
PROSPECTUS
TIPPERARY CORPORATION
UP TO 436,667 SHARES OF COMMON STOCK, $.02 PAR VALUE
Issued Pursuant To The
1993 COMPENSATORY WARRANT AND THE 1994 COMPENSATORY WARRANT
This Prospectus relates to 436,667 shares of Common Stock, $.02 par value
(the "Shares"), of Tipperary Corporation ("Tipperary " or the "Company") to be
offered for the account of the Selling Shareholder (as defined in this
Prospectus under "Selling Shareholder"). The Shares to which this Prospectus
relates were issued pursuant to the exercise of two warrants granted to the
Selling Shareholder. The Selling Shareholder may offer to sell the Shares
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
Shareholder and any broker-dealers who participate in sales of Shares 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 Shares covered by this Prospectus if any
such broker-dealers purchases any such Shares as a principal, may be deemed to
be underwriting discounts and commissions under the Securities Act. The Selling
Shareholder will pay all discounts, commissions, and fees incurred in selling
Shares 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 Shareholder. The Company will receive no proceeds from sales by the
Selling Shareholder.
The Common Stock is traded on the American Stock Exchange under the symbol
TPY. On August 1, 1996, the last reported closing price of the Common Stock on
the American Stock Exchange was $3.62.
------------
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 August 2, 1996
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 7
SELLING SHAREHOLDERS 8
PLAN OF DISTRIBUTION 8
LEGAL MATTERS 8
EXPERTS 8
2
<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 offices of the SEC at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, as well as the at the Public Reference
Facilities at the following regional offices: 7 World Trade Center, 13th Floor,
New York, New York 10048; and the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained from the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
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., Judiciary Plaza,
Washington, D.C. 20549. Copies of the foregoing material can also be obtained
at prescribed rates from the Public Reference Section of the Commission,
Washington, D.C. 20549. 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, 1995;
2. the Company's Quarterly Reports on Form 10-Q for the periods
ended December 31, 1995, and March 31, 1996; and
3. 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 filed under the Exchange
Act dated April 1, 1992 and declared effective by the
Commission on April 15, 1992, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of 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").
3
<PAGE>
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.
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, President and Chief
Executive 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 crude oil and
natural gas exploration, development and production within the United States and
in Australia. The Company's primary areas of oil and gas production within the
United States are the Rocky Mountains, Permian Basin and southeast Texas
regions.
The Company owns a 45.75% nonoperating interest in the "Comet Ridge
Project" for the purpose of exploring and developing coalbed methane gas on a
1,365,000 acre concession in Queensland, Australia. The Company and its
co-venturers (the "Group") began initial drilling operations in November, 1993.
The Group has been granted petroleum leases covering 167,000 acres in the
Fairview area of the concession. In May 1996, the Company exercised an option
to purchase an additional 15.75% working interest (increasing its interest to
45.75% in the Comet Ridge Project) from an unaffiliated interest holder. The
purchase price was approximately $6.1 million and was paid from funds received
in the May 1996 issuance of 1,400,000 shares of Common Stock at $4.50 per share
to two institutional investors.
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.
4
<PAGE>
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. Tipperary'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 Tipperary.
DRILLING AND OPERATING RISKS. Tipperary'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 Tipperary'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 Tipperary could have a material adverse impact on Tipperary. Tipperary
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 Tipperary's financial condition.
COMPETITION. The oil and gas industry is highly competitive. Tipperary
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
Tipperary.
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, Tipperary 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.
5
<PAGE>
SPECIFIC COMPANY CONSIDERATIONS
UNCERTAINTY OF ESTIMATES OF RESERVES AND FUTURE NET REVENUES. Certain
published materials of Tipperary contain estimates of Tipperary's oil and gas
reserves and the discounted future net revenues from those reserves, as prepared
by independent petroleum engineers and/or Tipperary. There are numerous
uncertainties inherent in estimating quantities of proved oil and gas reserves,
including many factors beyond the control of Tipperary. Those estimates are
based on several assumptions that the SEC 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, Tipperary'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.
AVAILABILITY OF NET OPERATING LOSS CARRYFORWARDS. As of March 31, 1996,
Tipperary had net operating loss carryforwards for Federal income tax purposes
of approximately $44.5 million, which expire at various dates through fiscal
2004 (subject to certain limitations). The utilization of these carryforwards
effectively lowers Tipperary's current Federal income tax rate from
approximately 35% to approximately 2%, and therefore could provide a significant
benefit to Tipperary to the extent it generates taxable income. Under highly
complex Federal income tax rules, Tipperary'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 Tipperary during any three-year period. Thus, the
annual use of the net operating loss carryforwards could be limited, for
example, if Tipperary issued substantial amounts of Common Stock, or if any of
its three largest stockholders sold substantial amounts of their Common Stock.
Also, if Tipperary 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 Tipperary could be adversely affected.
DEPENDENCE UPON KEY MANAGEMENT. The operations of Tipperary are
substantially dependent upon David L. Bradshaw, its President, Chief Executive
Officer and a Director, and Jeff T. Obourn, its Senior Vice President -
Operations. Tipperary has no key man life insurance on either Mr. Bradshaw or
Mr. Obourn. The loss of services of any such person to Tipperary could have a
material adverse impact on Tipperary.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Common
Stock in the public market by officers, directors and principal stockholders of
Tipperary through the exercise of registration rights or subject to compliance
with certain volume limitations as prescribed by Rule 144 under the 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 38% of the
outstanding shares of Common Stock. Such persons are, as a practical matter,
able to elect all members of Tipperary's Board of Directors and control
Tipperary.
FINANCIAL REPORTING IMPACT OF FULL COST METHOD OF ACCOUNTING. Tipperary
follows the full cost method of accounting for its oil and gas properties.
Under such method, the net book value of properties on a country by country
basis, 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
6
<PAGE>
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.
AUTHORIZED PREFERRED STOCK. Tipperary'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 Tipperary
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 Tipperary.
FUTURE DILUTION. As of August 2, 1996, there were warrants and options
outstanding to purchase 671,650 shares of the Common Stock of Tipperary
representing 5.1% of its then outstanding shares of Common Stock. Of the total
warrants and options outstanding, 255,000 are exercisable at $2.00 per share,
174,400 are exercisable at $2.75 per share, 1,250 are exercisable at $3.52 per
share, 15,000 are exercisable at $3.69 per share, 50,000 are exercisable at
$4.31 per share, 90,000 are exercisable at $4.63 per share, 71,000 are
exercisable at $4.75 per share, and 15,000 are exercisable at $5.13 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 Tipperary 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
Shareholder, the Company will not receive any of the proceeds from the sale of
the Shares offered hereby. The proceeds received from the exercise of warrant
discussed herein will be used for working capital.
7
<PAGE>
SELLING SHAREHOLDERS
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 Shareholder and (b) the number of shares of Common
Stock owned by the Selling Shareholder, the number of shares of Common Stock
being offered for sale by the Selling Shareholder and the number of shares of
Common Stock to be owned by the Selling Shareholder after the offering of the
Shares, assuming the sale of all Shares offered by the Selling Shareholder:
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number of Ownership After
Before Offering Shares Offering (a)
Name and Address (Number) (%) Offered (Number) (%)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Carter G. Mathies(b) 436,867 3.3 436,667 200 (c)
2133 Augusta Drive
Evergreen, Colorado
80439
- ---------------
</TABLE>
(a) Assumes the sale of all shares offered hereby by the Selling
Shareholder.
(b) Carter G. Mathies was a director, president and chief executive
officer of the Company from November, 1989 to January 15, 1996.
(c) Less than 1%.
PLAN OF DISTRIBUTION
The Shares offered hereby on behalf of the Selling Shareholder 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,
or (iii) 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.
LEGAL MATTERS
The legality of the Shares 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, 1995,
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.
8
<PAGE>
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, 1995;
2. the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1995, and March 31, 1996;
3. 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, and declared effective by the Commission on April 15, 1992,
including any amendment or report filed for the purpose of updating such
description.
4. 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.
5. 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
II-1
<PAGE>
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.
II-2
<PAGE>
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
- ------- -----------
5 Opinion of Jones & Keller, P.C.
23 Consent of Price Waterhouse LLP.
23.1 Consent of Jones & Keller, P.C. (included in their
opinion filed as Exhibit 5).
24 Power of Attorney
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
II-3
<PAGE>
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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 August 2, 1996.
TIPPERARY CORPORATION
By /s/ David L. Bradshaw
--------------------------------------------
David L. Bradshaw, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ David L. Bradshaw Director and August 2, 1996
- -------------------------- Chief Executive Officer
David L. Bradshaw
/s/ Marshall D. Lees Director August 2, 1996
- --------------------------
Marshall D. Lees by David L. Bradshaw, Attorney
/s/ Anthony F. Kramer Director August 2, 1996
- --------------------------
Anthony F. Kramer by David L. Bradshaw, Attorney
/s/ Eugene I. Davis Director August 2, 1996
- --------------------------
Eugene I. Davis by David L. Bradshaw, Attorney
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
5 Opinion and Consent of Jones & Keller, P.C.
regarding legality of securities
23 Consent of Price Waterhouse LLP
24 Power of Attorney
II-5
JONES & KELLER
Attorneys At Law
A Professional Corporation
1625 Broadway
Suite 1600
Denver, Colorado
Telephone (303) 573-1600
Telecopier (303) 825-8537
August 2, 1996
Tipperary Corporation
633 Seventeenth Street
Suite 1550
Denver, Colorado 80202
Re: Tipperary Corporation -
Post Effective Amendment No. 1 to the
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Tipperary Corporation, a Texas corporation (the
"Company"), in connection with the preparation of Post Effective Amendment No.
1 to 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 436,667 shares of $.02 par
value common stock (the "Common Stock") of the Company issued to Carter G.
Mathies pursuant to the 1993 and 1994 Compensatory Warrants (the "Warrants ").
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 Warrants, the issuance of shares of Common Stock pursuant to the Warrants;
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, we are of the opinion that the shares of
Common Stock have been 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.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Post Effective Amendment No. 1 to this Registration
Statement on Form S-8 (No. 333-5937) of our report dated December 15, 1995,
appearing on page F-2 of Tipperary Corporation's Annual Report on Form 10-K
for the year ended September 30, 1995. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Denver, Colorado
August 2, 1996
<PAGE>
POWER OF ATTORNEY (including signatures)
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 June 13, 1996.
TIPPERARY CORPORATION
By /s/ David L. Bradshaw
----------------------------------------------
David L. Bradshaw, Chief Executive Officer
Each individual whose signature appears below hereby designates and
appoints David L. Bradshaw as such person's true and lawful attorney-in-fact and
agent (the "Attorney-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 the 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
the Attorney-in-Fact 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 the Attorney-in-Fact, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/David L. Bradshaw Director and June 13, 1996
- -------------------------- Chief Executive Officer
David L. Bradshaw
/s/ Marshall D. Lees Director June 13, 1996
- --------------------------
Marshall D. Lees
/s/ Anthony F. Kramer Director June 13, 1996
- --------------------------
Anthony F. Kramer
/s/ James A. McAuley Director June 13, 1996
- --------------------------
James A. McAuley
/s/ Eugene I. Davis Director June 13, 1996
- --------------------------
Eugene I. Davis
