As filed with the Securities and Exchange Commission on November 19, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TIPPERARY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1236955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
---------
1995 COMPENSATORY WARRANT
(Full title of the plan)
---------
David L. Bradshaw, President
Tipperary Corporation
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(Name and address of agent for service)
(303) 293-9379
(Telephone number, including area code, of agent for service)
---------
Copies to:
Reid A. Godbolt, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202
(303) 573-1600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed Maximum Amount of
Securities to Amount to offering price aggregate offering registration
be registered be registered per share price Fee(1)
- ------------- ------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 $5.69 $284,500 $87
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.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the 1995 Compensatory Warrant information
required by Part 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.
ii
<PAGE>
PROSPECTUS
----------
TIPPERARY CORPORATION
UP TO 50,000 SHARES OF COMMON STOCK, $.02 PAR VALUE
Issued Pursuant To The
1995 COMPENSATORY WARRANT
This Prospectus relates to 50,000 shares of Common Stock, $.02 par value
(the "Shares"), of Tipperary Corporation (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 a warrant 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 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. See "Use of Proceeds."
The Common Stock is traded on the American Stock Exchange under the symbol
TPY. On November 18, 1997, the last reported closing price of the Common Stock
on the American Stock Exchange was $5.375.
---------
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 NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------
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 date of this Prospectus is November 19, 1997
<PAGE>
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 8
SELLING SHAREHOLDER 9
PLAN OF DISTRIBUTION 9
LEGAL MATTERS 9
EXPERTS 9
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<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 and information statements and other
information with the Securities and Exchange Commission (the "Commission" or
"SEC"). Such reports, proxy and information statements, and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission in Washington D.C. and at the following
regional offices: 7 World Trade Center, 13th Floor, New York, New York 10048;
and Citicorp 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 Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Web site (http://www.sec.gov)
at which reports, proxy and information statements and other information
regarding the Company may be accessed.
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 listed on the American Stock Exchange under
the symbol TPY, 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, 1996;
2. the Company's Quarterly Reports on Form 10-Q for the periods ended
December 31, 1996, March 31, 1997 and June 30, 1997;
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.
4. Current Report on Form 8-K dated May 20, 1997.
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
-3-
<PAGE>
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.
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 and 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.
INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
INCLUDES "FORWARD LOOKING STATEMENTS," WHICH CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE,"
"ESTIMATE," OR "CONTINUE," OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON
OR COMPARABLE TERMINOLOGY. THE STATEMENTS IN "RISK FACTORS" BEGINNING ON PAGE 5
OF THE PROSPECTUS AND OTHER STATEMENTS AND DISCLAIMERS IN THE PROSPECTUS
CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS, INCLUDING
CERTAIN RISKS AND UNCERTAINTIES, WITH RESPECT TO SUCH FORWARD-LOOKING STATEMENTS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN
SUCH FORWARD-LOOKING STATEMENTS.
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 are in the
Permian Basin and the Rocky Mountain and Mid-Continent areas of the United
States and in Queensland, Australia, where it is involved in a coalbed methane
project.
THE FOLLOWING, WHICH BRIEFLY DISCUSSES CERTAIN PROJECTS AND RECENT
DEVELOPMENTS, DOES NOT MENTION ALL OF THE COMPANY'S PRINCIPAL PROJECTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DOCUMENTS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. THE READER IS ENCOURAGED TO REFER TO THE
DOCUMENTS INCORPORATED BY REFERENCE FOR FURTHER INFORMATION AND A MORE COMPLETE
DISCUSSION OF THE MATTERS DISCUSSED BELOW.
COMET RIDGE PROJECT, QUEENSLAND, AUSTRALIA. In April 1992, the Company
acquired a nonoperating interest in the Comet Ridge coalbed methane project in
the Bowen Basin located in Queensland, Australia. The project involves a
1,088,000 acre Authority to Prospect ("ATP") granted by the State of Queensland.
Since its original acquisition, the Company has acquired additional interests in
the project, and presently the Company's interest bears 55.75% of capital costs
and 52.5% of operating expenses and its net revenue interest is 46.22% prior to
project payout. After project payout, the Company's interest bears 45.35% of
capital and operating expenses and its net revenue interest is 39.99%. The
co-venturers conducting the project have constructed a gathering system to
transport gas from the individual wells to a connecting pipeline. The
co-venturers also have entered into negotiations with several companies
interested in purchasing gas from the property.
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<PAGE>
ALABAMA NATURAL GAS LIQUIDS FRACTIONATING PLANT. On September 30, 1997,
the Company sold its interests in the Alabama natural gas liquids ("NGL")
fractionating plant for $1.8 million in cash to another member of the venture.
The value of the Company's investment in the NGL plant was written down during
the third and fourth quarters of fiscal 1997 to approximately the amount for
which such interests were ultimately sold.
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 in
the United States 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 applicable to domestic operations. However, compliance costs under
existing legal requirements and under
-5-
<PAGE>
any new requirements that might be enacted could become material. Additional
matters subject to governmental regulation in the United States 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, Federal and state 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.
The regulation of the petroleum industry in Australia is similar to that of
the United States and is imposed at both the commonwealth and state level.
Regulations in Australia impose environmental, cultural heritage and native
title restrictions on accessing resources. In addition, legislation in the
State of Queensland regulates construction of pipelines and the royalties
payable. The cost of complying with environmental and other regulations
applicable to the Company's Australian operations cannot be estimated at this
time.
SPECIFIC COMPANY CONSIDERATIONS
UNCERTAINTY OF ESTIMATES OF RESERVES AND FUTURE NET REVENUES. Certain
published materials of the Company 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 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, 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.
OPERATING CAPITAL AND CASH FLOW. The Company anticipates that in order to
pursue both its domestic and international projects, cash on hand, existing cash
flows and bank financing will have to be supplemented with project financing
and/or additional corporate debt or equity. The Company expects to continue to
incur capital expenditures in excess of operating cash flows, which will further
decrease its cash and temporary investments. The Company has minimal remaining
unused borrowing capacity and is therefore attempting to establish additional
oil and gas reserves through its exploitation and exploration projects which, if
successful, could increase its borrowing base with the bank. Also, to offset
the reductions in cash, the Company may seek to sell various properties. The
Company is also exploring various capital raising options in order to proceed
with its business plan. However, there can be no assurance that sufficient
capital will be obtained from financing and sales transactions or, if obtained,
that the transactions will be on terms acceptable to the Company or on a basis
that meets the Company's objectives.
The Company has entered into hedge positions to partially mitigate the
effects of lower oil and gas prices and corresponding adverse effects on cash
flow. Notwithstanding the Company's hedging activities, significant decreases
in oil and gas prices could cause a significant reduction in cash flows
available for the funding of capital projects, particularly in light of the
Company's limited cash and cash equivalents, and could negatively impact the
Company's efforts to secure new financing.
AVAILABILITY OF NET OPERATING LOSS CARRYFORWARDS. As of September 30,
1997, the Company had net operating loss carryforwards for Federal income tax
purposes of approximately $46.9 million, which expire at various dates through
fiscal 2012 (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 to the extent it generates taxable income. Under complex
Federal income tax rules, the
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<PAGE>
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. For example, the annual use of the net
operating loss carryforwards could be limited if the Company issued substantial
amounts of Common Stock, or its 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 David L. Bradshaw, its President, Chief Executive
Officer and a Director, and Jeff T. Obourn, its Senior Vice President -
Operations. The Company has no key man life insurance on either Mr. Bradshaw or
Mr. Obourn. The loss of services of any such person 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 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 37% 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 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 properties on a country by country
basis, less related deferred income taxes, may not exceed a calculated
"ceiling." The ceiling is the estimated future after tax 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.
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 the date of this Prospectus, there were warrants and
options outstanding to purchase 879,150 shares of the Common Stock of the
Company representing 6.7% of its then outstanding shares of Common Stock. Of the
total warrants and options outstanding, 205,000 are exercisable at $2.00 per
share, 163,400 are exercisable at $2.75 per share, 1,250 are exercisable at
$3.52 per share, 80,000 are exercisable at $3.63 per share, 15,000 are
exercisable at $3.69 per share, 105,000 are exercisable at $4.25 per share,
50,000 are exercisable at $4.31 per share, 56,000 are exercisable at $4.38 per
share, 20,000 are exercisable at $4.44 per share, 17,500 are exercisable at
$4.56 per
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<PAGE>
share, 90,000 are exercisable at $4.63 per share, 61,000 are exercisable at
$4.75 per share, and 15,000 are exercisable at $5.13 per share. These options
and warrants 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
Shareholder, the Company will not receive any of the proceeds from the sale of
the Shares offered hereby.
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<PAGE>
SELLING SHAREHOLDER
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>
James A. McAuley (b) 268,453 2.1% 50,000 218,453 1.7%
P.O. Box 2976
Lubbock, Texas 79408
- --------------------
</TABLE>
(a) Assumes the sale of all shares offered hereby by the Selling Shareholder.
(b) James A. McAuley was a director of the Company from February 1987 to July
1996
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. The shares offered hereby were acquired by exercise of a warrant held
by the Selling Shareholder. Everen Securities advanced the $100,000 necessary
to exercise the warrant, and the Selling Shareholder intends to sell a
sufficient number of shares through the selling efforts of Everen Securities to
repay the funds advanced. In connection therewith, distributors' or sellers'
commissions may be paid or allowed which will not exceed those customary in the
types of transactions involved. The Company has agreed to pay the ordinary and
customary fees and commissions of Everen Securities applicable to up to $100,000
of gross sales proceeds for sales of the Shares occurring within 20 days after
the date of this Prospectus. 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, 1996,
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.
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<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, 1996;
2. the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1996, March 31, 1997 and June 30, 1997;
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. Current Report on Form 8-K dated May 20, 1997.
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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not applicable.
II-1
<PAGE>
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.
II-2
<PAGE>
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.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<C> <C>
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 (see signature page of this Registration
Statement).
</TABLE>
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
II-3
<PAGE>
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City and County of Denver, State of Colorado, on November
19, 1997.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<C> <C> <C>
/s/ David L. Bradshaw President, Chief Executive November 19, 1997
- --------------------- Officer and Chairman of the
David L. Bradshaw Board of Directors
/s/ Paul C. Slevin Chief Financial Officer November 19, 1997
- ---------------------
Paul C. Slevin
/s/ Wayne W. Kahmeyer Controller and Principal November 19, 1997
- --------------------- Accounting Officer
Wayne W. Kahmeyer
/s/ Kenneth L. Ancell Director November 19, 1997
- ---------------------
Kenneth L. Ancell
/s/ Eugene I. Davis Director November 19, 1997
- ---------------------
Eugene I. Davis
/s/ Douglas Kramer Director November 19, 1997
- ---------------------
Douglas Kramer
Director
- ---------------------
Marshall D. Lees
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <C>
5 Opinion and Consent of Jones & Keller, P.C.
regarding legality of securities
23 Consent of Price Waterhouse LLP
24 Power of Attorney (see signature page of this Registration
Statement)
</TABLE>
II-6
<PAGE>
JONES & KELLER
Attorneys At Law
A Professional Corporation
1625 Broadway
Suite 1600
Denver, Colorado 80202
Telephone (303) 573-1600
Telecopier (303) 573-0769
November 19, 1997
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 a 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 50,000 shares of $.02 par value common stock (the "Common Stock") of
the Company that may be issued on the exercise of the 1995 Compensatory Warrant
(the "Warrant") granted to James A. McAuley.
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 granting of the
Warrant, the issuance of shares of Common Stock pursuant to the Warrant 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,
<PAGE>
Tipperary Corporation
November 19, 1997
Page 2
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 which may be issued upon exercise of the Warrant will be, when paid
for and upon proper exercise of the Warrant, duly and validly issued and 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 this Registration
Statement on Form S-8 of our report dated December 2, 1996, appearing on page
F-2 of Tipperary Corporation's Annual Report on Form 10-K for the year ended
September 30, 1996. 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
November 19, 1997
