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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-
==============================================================================
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 75-1236955
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation 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)
_______
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
__________
David L. Bradshaw, President and Chief Executive Officer
Tipperary Corporation
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(303) 293-9379
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
__________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each Amount to be offering aggregate Amount of
class of securities registered price per offering registration
to be registered (1) share price fee
------------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Common stock, par 276,500 $3.75 $1,036,875 $274(2)
value $0.02 per
share
Common stock, par 25,000 $4.00 $ 100,000 $ 26
value $0.02 per
share
Common stock, par 42,000 $4.38 $ 183,960 $ 49
value $0.02 per
share
Common stock, par 20,000 $4.44 $ 88,800 $ 23
value $0.02 per
share
Common stock, par 12,500 $4.56 $ 57,000 $ 15
value $0.02 per
share
Common stock, par 89,000 $2.50 $ 222,500 $ 59
value $0.02 per
share
Common stock, par 35,000 $1.50 $ 52,500 $ 14
value $0.02 per ------- ---------- ----
share
Total 500,000 $1,741,635 $460
======= ========== ====
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events, may become subject to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The documents containing the 1997 Long-Term Incentive Plan required
by Item 1 of Form S-8 will be sent or given to the pertinent individual(s) 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.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------------------------------------------------
We hereby incorporate by reference into this registration statement the
following documents previously filed with the Securities and Exchange Commission
(the "Commission"):
A. our Annual Report on Form 10-K for the Fiscal Year Ended September 30,
1999;
B. our Quarterly Reports on Form 10-Q for the quarters ended December 31,
1999 and March 31, 2000;
C. the description of our Common Stock, par value $.02 per share, set
forth in our 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; and
D. all documents filed by us 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 of this
Registration Statement 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.
We 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 our
employees, directors and consultants 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, President and Chief Executive Officer, Tipperary
Corporation, 633 Seventeenth Street, Suite 1550, Denver, Colorado 80202,
telephone (303) 293-9379. The Commission maintains a web site
(http:/www.sec.gov) that contains most of the documents referred to above and
other information about registrants, like us, that file electronically with the
Commission.
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
4
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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 our Restated Articles of Incorporation allows us to
provide for indemnification of directors and officers through its Bylaws.
Article 17 of our Bylaws requires us to 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 us 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 us, that his conduct was in our best interests, and (ii)
in all other cases, that his conduct was at least not opposed to our best
interests, 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 us or is
found liable on the basis that a personal benefit was improperly received, 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 us. 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 5 of our Restated Articles of Incorporation limits the liability of
directors to us for monetary damages for an act or omission in each director's
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.
5
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Item 8. Exhibits.
-----------------
The following documents are filed as a part of this registration statement.
Exhibit
Number Description
------- -----------
4.1 Tipperary Corporation 1997 Long-Term Incentive Plan.
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 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).
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.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City and County of Denver, Colorado, on July 28, 2000.
TIPPERARY CORPORATION
By /s/ David L. Bradshaw
---------------------------------------------
David L. Bradshaw, President, Chief Executive
Officer and Chairman of the Board
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David L. Bradshaw President, Chief Executive July 28, 2000
---------------------
David L. Bradshaw Officer and Chairman of the
Board
/s/ Lisa S. Wilson Chief Financial Officer July 28, 2000
---------------------
Lisa S. Wilson
/s/ Kenneth L. Ancell Director July 28, 2000
---------------------
Kenneth L. Ancell
/s/ Eugene I. Davis Director July 28, 2000
---------------------
Eugene I. Davis
Director
---------------------
Douglas Kramer
Director
--------------------
Marshall D. Lees
/s/ Charles T. Maxwell Director July 28, 2000
----------------------
Charles T. Maxwell
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Tipperary Corporation 1997 Long-Term Incentive Plan.
5 Opinion of Jones & Keller, P.C. regarding legality of securities.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 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).
8
