-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AvUWPgITh4vwNZkNP73aCGLsdGQj/sms1iZ97NUSy2b6ci78VdKPi1RXKDUpwqWk 2bl1ZSKyoPnYDlfbJuq4Mg== 0000890566-97-001413.txt : 19970624 0000890566-97-001413.hdr.sgml : 19970624 ACCESSION NUMBER: 0000890566-97-001413 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970623 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMAIN ENERGY CORP CENTRAL INDEX KEY: 0001037192 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760526147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-24641 FILM NUMBER: 97628245 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137575662 MAIL ADDRESS: STREET 1: P O BOX 2511 CITY: HOUSTON STATE: TX ZIP: 77252 S-1/A 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997 REGISTRATION NO. 333-24641 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ DOMAIN ENERGY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1311 (STATE OR OTHER (PRIMARY STANDARD JURISDICTION INDUSTRIAL 76-0526147 OF INCORPORATION OR CLASSIFICATION CODE (I.R.S. EMPLOYER ORGANIZATION) NUMBER) IDENTIFICATION NUMBER) MICHAEL V. RONCA PRESIDENT AND CHIEF EXECUTIVE OFFICER 1100 LOUISIANA, SUITE 1500 P. O. BOX 2229 HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77252-2229 (713) 757-5662 (713) 757-5662 (ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE TELEPHONE NUMBER, AND INCLUDING AREA CODE, OF REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA PRINCIPAL EXECUTIVE OFFICES) CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: JAMES L. RICE III, ESQ. R. JOEL SWANSON, ESQ. WEIL, GOTSHAL & MANGES LLP BAKER & BOTTS, L.L.P. 700 LOUISIANA, SUITE 1600 910 LOUISIANA HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002 (713) 546-5000 (713) 229-1234 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
=================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(1) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value......................... -- -- $103,500,000 $31,364(3) ===================================================================================================================
(1) In accordance with Rule 457(o) under the Securities Act of 1933, as amended, the number of shares being registered and the proposed maximum offering price per share are not included in this table. (2) Estimated solely for the purpose of determining the registration fee. (3) A registration fee of $31,364 was paid in connection with the initial filing of this Registration Statement on April 4, 1997 and no additional filing fee is required. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following are the estimated expenses of the issuance and distribution of the securities being registered payable by the Company. Securities and Exchange Commission Registration Fee................... $ 31,364 NASD filing fee...................... 10,850 New York Stock Exchange listing fee................................ 100,000 Printing and engraving expenses...... 150,000 Blue Sky filing fees and expenses.... 10,000 Accountants' fees.................... 225,000 Counsel fees......................... 400,000 Transfer agent and registrar fees.... 5,000 Miscellaneous........................ 67,786 ------------ Total........................... $ 1,000,000 ============ ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102 of the DGCL allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his fiduciary duty as a director, except in the case where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Company's Certificate of Incorporation, a copy of which is filed as Exhibit 3.1, contains a provision which, in substance, eliminates directors' personal liability as set forth above. Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company's Certificate of Incorporation, a copy of which is filed as Exhibit 3.1, contains a provision which, in substance, provides for indemnification as set forth above. The Company has purchased directors' and officers' liability insurance, which will indemnify the directors and officers of the Company against damages arising out of certain kinds of claims that might be made against them based on their negligent acts or omissions while acting in their capacity as such. The form of Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement contains certain provisions for indemnification of directors and officers of the Company and the Underwriters against civil liabilities under the Securities Act. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. On December 31, 1996, the Company sold 7,177,681 shares of Common Stock at $4.1796 per share to Fund VII and, through a wholly-owned subsidiary of the Company, issued an $8.0 million promissory note in favor of Fund VII, which, at the time of issuance, was convertible, at the option of Fund VII, into II-1 1,914,048 shares of the Company's Common Stock. The Company relied on Section 4(2) of the Securities Act in effecting these transactions. On February 21, 1997 the Company sold an aggregate of 390,307 shares of Common Stock at $4.1796 per share to eight members of the Company's management. The Company relied on Section 4(2) of the Securities Act in effecting these transactions. On April 3, 1997 the Company sold an aggregate of 95,696 shares of Common Stock at $4.1796 per share to 26 employees of the Company. The Company relied on an exemption under Section 4(2) of the Securities Act in effecting these transactions. ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES. (a) Exhibits
EXHIBIT NO. DESCRIPTION - ------------------------ ------------------------------------------------------------------------------------------ 1.1 -- Form of Underwriting Agreement* 3.1 -- Form of Amended and Restated Certificate of Incorporation of the Company* 3.2 -- Form of Second Amended and Restated By-Laws of the Company* 4.1 -- Securityholders Agreement, dated as of December 31, 1996, among the Company and its Securityholders* 5.1 -- Opinion of Weil, Gotshal & Manges LLP regarding legality of the securities being registered 10.1 -- Stock Purchase Agreement, dated as of December 24, 1996, between El Paso Natural Gas Company and Teleo Ventures, Inc.* 10.2 -- Assignment and Assumption Agreement, dated as of December 31, 1996, between Teleo Ventures, Inc. and the Company* 10.3 -- Credit Agreement, dated as of June 7, 1996, between Domain Energy Finance Corporation (formerly known as Tenneco Ventures Finance Corporation) and Compass Bank -- Houston (including the First Amendment and the Second Amendment thereto)* 10.4 -- Subscription Agreement, dated as of December 31, 1996, between First Reserve Fund VII, Limited Partnership and the Company* 10.5 -- Amended and Restated Management Investor Subscription Agreement, dated effective as of December 31, 1996, between Michael V. Ronca and the Company* 10.6 -- Management Investor Subscription Agreement, dated as of February 21, 1997, between Herbert A. Newhouse and the Company, with similar agreements with Catherine L. Sliva, Rick G. Lester, Douglas H. Woodul, Steven M. Curran, Dean R. Bouillion and Lucynda S. Herrin* 10.7 -- Promissory Note, dated February 21, 1997, by Michael V. Ronca in favor of the Company, with similar Promissory Notes by Herbert A. Newhouse, Catherine L. Sliva, Rick G. Lester, Douglas H. Woodul, Steven M. Curran and Lucynda S. Herrin* 10.8 -- Pledge Agreement, dated as of February 21, 1997, between the Company and Michael V. Ronca, with similar agreements with Herbert A. Newhouse, Catherine L. Sliva, Rick G. Lester, Douglas H. Woodul, Steven M. Curran and Lucynda S. Herrin* 10.9 -- Employment Agreement, dated as of December 31, 1996, between Michael V. Ronca and the Company* 10.10 -- Credit Agreement, dated as of December 31, 1996, among the Company, Ventures Corporation, Production Corporation, The Chase Manhattan Bank, Compass Bank, Toronto Dominion (Texas), Inc. and The Chase Manhattan Bank as Administrative Agent* 10.11 -- Amended and Restated 1996 Stock Purchase and Option Plan for Key Employees of Domain Energy Corporation and Affiliates* II-2 10.12 -- Amended and Restated Non-Qualified Stock Option Agreement, dated as of April 3, 1997, between the Company and Michael V. Ronca, with similar agreements with Herbert A. Newhouse, Catherine L. Sliva, Rick G. Lester, Douglas H. Woodul, Steven M. Curran, Dean R. Bouillion and Lucynda S. Herrin* 10.13 -- Purchase Agreement, dated as of April 30, 1997, among Production Corporation, as Purchaser, each of GE APPL Corp., GTPT Corporation and Zeta MT Holding, Inc., as Sellers, and NationsBank of Texas, N.A., as QPAM* 10.14 -- Form of Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors* 21.1 -- List of Subsidiaries of the Company* 23.1 -- Consent of Deloitte & Touche LLP* 23.2 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1) 23.3 -- Consent of DeGolyer* 23.4 -- Consent of Netherland, Sewell* 23.5 -- Consent of William P. Nicoletti as nominee for director* 23.6 -- Consent of Gary K. Wright as nominee for director* 24.1 -- Power of Attorney* 27.1 -- Financial Data Schedule* - ------------
* Previously filed. (b) Financial Statements Schedules* SCHEDULE NO. DESCRIPTION - ------------------------ -------------------------------------------------- I Condensed Balance Sheet - ------------ * Previously filed. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes to provide to the Underwriters, at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. 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 provisions described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the registrant 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 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. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON FORM S-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS ON JUNE 23, 1997. DOMAIN ENERGY CORPORATION By: /s/ RICK G. LESTER Name: Rick G. Lester Title: Vice President and Chief Financial Officer PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, THIS AMENDMENT NO. 4 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
NAME TITLE DATE - ---------------------------- ------------------------------------------ -------------- /s/MICHAEL V. RONCA* President, Chief Executive Officer June 23, 1997 MICHAEL V. RONCA and Director (principal executive officer) /s/RICK G. LESTER Vice President and Chief Financial June 23, 1997 RICK G. LESTER Officer (principal financial and accounting officer) /s/JONATHAN S. LINKER* Director June 23, 1997 JONATHAN S. LINKER /s/STEVEN H. PRUETT* Director June 23, 1997 STEVEN H. PRUETT *By:/s/RICK G. LESTER RICK G. LESTER ATTORNEY-IN-FACT
II-4 EX-5.1 2 EXHIBIT 5.1 [WEIL, GOTSHAL & MANGES LLP LETTERHEAD] June 20, 1997 Domain Energy Corporation 1100 Louisiana, Suite 1500 P.o. Box 2229 Houston, Texas 77252-2229 Gentlemen: We have acted as counsel to Domain Energy Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company of a Registration Statement on Form S-1 (Registration No. 333-24641) (the "Registration Statement") under the Securities Act of 1933, as amended, relating to the proposed offering of up to 6,900,000 shares (the "Shares") of the common stock, par value $.01 per share, of the Company. All of the Shares will be issued and sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among Credit Suisse First Boston Corporation, PaineWebber Incorporated, Prudential Securities Incorporated and Morgan Keegan & Company, Inc., as representatives of the several underwriters named in Schedule I thereto, and the Company. We understand that prior to the issuance and sale of any Shares, the Company will file an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware to effect a reclassification of the shares of authorized common stock of the Company by increasing the number thereof and effecting a 754-for-one stock split of the outstanding shares of common stock of the Company. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Certificate of Incorporation of the Company, the respective forms of the Restated Certificate and the Underwriting Agreement filed as exhibits to the Registration Statement, the resolutions adopted by the Board of Directors of the Company and the resolutions proposed to be adopted by the pricing committee thereof (the "Pricing 1 Committee Resolutions") authorizing the issuance and sale of the Shares pursuant to the Underwriting Agreement, and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. We have also assumed for purposes hereof that (i) the Restated Certificate will be filed with the Secretary of State of the State of Delaware in substantially the form thereof filed as an exhibit to the Registration Statement, (ii) the Underwriting Agreement will be executed and delivered in substantially the form thereof filed as an exhibit to the Registration Statement and (iii) the pricing committee of the Board of Directors of the Company will adopt the Pricing Committee Resolutions authorizing the issuance and sale of the Shares pursuant to the Underwriting Agreement in substantially the form reviewed by us. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2. Upon the due filing of the Restated Certificate with the Secretary of State of the State of Delaware and the adoption by the pricing committee of the Board of Directors of the Company of the Pricing Committee Resolutions authorizing the issuance and sale of the Shares pursuant to the Underwriting Agreement, the Shares will be duly authorized and, when issued and delivered to the purchasers thereof against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable. 2 The opinions expressed herein are limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. Very truly yours, /s/ Weil, Gotshal & Manges LLP 3 -----END PRIVACY-ENHANCED MESSAGE-----