-----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, MuPEXorFQ3n+gyk0g69XwtyDKgkYJy02XDj5NH0zEDAZmXQu1YRYWnLgoZ/2xeiI 0RPSGWWZfrymG6XM6J0kzQ== 0000899243-97-000758.txt : 19970502 0000899243-97-000758.hdr.sgml : 19970502 ACCESSION NUMBER: 0000899243-97-000758 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARCOR ENERGY INC CENTRAL INDEX KEY: 0000315272 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330234380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26241 FILM NUMBER: 97592559 BUSINESS ADDRESS: STREET 1: FIVE POST OAK PARK STREET 2: STE 2220 CITY: HOUSTON STATE: TX ZIP: 77027-3413 BUSINESS PHONE: 7139611804 FORMER COMPANY: FORMER CONFORMED NAME: PANGEA PETROLEUM CO DATE OF NAME CHANGE: 19880120 FORMER COMPANY: FORMER CONFORMED NAME: POLLOCK PETROLEUM INC DATE OF NAME CHANGE: 19840807 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HARCOR ENERGY, INC. (Exact name of Registrant as specified in its charter)
DELAWARE 1330 33-0234380 (State or other jurisdiction (Primary Standard (I.R.S. Employer Identification Number) of incorporation or organization) Industrial Classification Code Number)
4400 POST OAK PARK, SUITE 2220 HOUSTON, TEXAS 77027 (713) 961-1804 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) GARY S. PECK Copies of all communications, VICE PRESIDENT including all communications sent to the AND CHIEF FINANCIAL OFFICER agent for service, should be sent to: 4400 POST OAK PARK, SUITE 2220 HOUSTON, TEXAS 77027 MICHAEL P. FINCH (713) 961-1804 VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN (Name, address, including zip code, and telephone HOUSTON, TEXAS 77002-6760 number, including area code, of agent for service) (713) 758-2128
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] 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
==================================================================================================================================== AMOUNT TO TITLE OF EACH CLASS OF SECURITIES BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT OFFERING PRICE (1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.10 1,808,690 $5.875 $10,626,053 $3,221.00 ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457. 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ + Information contained herein is subject to completion or amendment. A + + registration statement relating to these securities has been filed with the + + Securities and Exchange Commission. These securities may not be sold nor may + + offers to buy be accepted prior to the time the registration statement + + becomes effective. This prospectus shall not constitute an offer to sell or + + the solicitation of an offer to buy nor shall there be any sale of these + + securities in any state in which such offer, solicitation or sale would be + + unlawful prior to registration or qualification under the securities laws of + + any such state. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED APRIL 30, 1997 PROSPECTUS 1,808,690 SHARES HarCor Energy, Inc. COMMON STOCK, $.10 PAR VALUE ____________________ All of the shares of Common Stock offered hereby (the "Shares") are being sold by certain stockholders (the "Selling Stockholders") of HarCor Energy, Inc. ("HarCor" or the "Company"). See "Selling Stockholders." The Company will not receive any proceeds from the sale of the Shares by the Selling Stockholders. The Common Stock is quoted on the NASDAQ National Market under the Symbol "HARC." On April 15, 1997, the last reported sales price for the Common Stock on the NASDAQ National Market was $5.81 per share. The Shares of Common Stock offered hereby may be sold from time to time in ordinary brokerage transactions on the NASDAQ National Market, in the over-the-counter market or in privately negotiated transactions, through agents or directly to one or more purchasers, at the prevailing market price, at prices related to such prevailing market prices, at fixed prices which may be changed or at negotiated prices. The Selling Stockholders may effect such transactions by selling the Shares of Common Stock offered hereby to or through agents, underwriters or registered broker-dealers, and such persons may require compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchaser of such Shares of Common Stock. All expenses of registration incurred in connection with the Shares of Common Stock offered hereby will be paid by the Company. All selling and other expenses incurred by the Selling Stockholders will be paid by the Selling Stockholders. The Company has agreed to indemnify the Selling Stockholders against certain liabilities under the Securities Act of 1933, as amended. ____________________ 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 __________ ___, 1997 No dealer, salesperson or any other person has been authorized to give any information or to make any representation contained or incorporated by reference in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or any Selling Stockholder. This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any securities other than the Common Stock offered by this Prospectus, or an offer to sell or a solicitation of an offer to buy the Common Stock in any jurisdiction to or from any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. 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 reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at Seven 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 by mail from the Public Reference Section of the Commission at 450 West Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission (http: //www.sec.gov). The Company has filed with the Commission a Registration Statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which were omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the Commission are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference. The Common Stock is traded on the NASDAQ National Market and such reports, proxy and information statements and other information concerning the Company are available at the offices of the NASDAQ located at 1735 K Street, N.W., Washington, D.C. 20006. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents previously filed by the Company with the Commission are incorporated herein by reference: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"), as amended by Amendment No. 1 on Form 10K/A thereto and (ii) the description of the Company's Common Stock contained in the Registration Statement on Form S-1 (No. 333-04987) filed with the Commission on July 9, 1996. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement and this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein 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 the Registration Statement or this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents which are incorporated by reference herein, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to the Office of the Corporate Secretary, HarCor Energy, Inc., 4400 Post Oak Parkway, Suite 2220, Houston, Texas 77027 (Telephone number (713) 916-1804). RISK FACTORS Prospective investors should carefully consider the following factors regarding an investment in the Common Stock. LEVERAGE AND DEBT SERVICE As of December 31, 1996, the Company's total long-term debt and stockholders' equity are approximately $54.1 million and $29.8 million, respectively. As a result of the Company's indebtedness: (i) the Company incurs significant interest expense and principal repayment obligations in connection with its outstanding indebtedness; (ii) the Company's ability to obtain additional financing in the future, as needed, may be limited; (iii) the Company's leveraged position and the covenants contained in certain of its debt agreements could limit the Company's ability to expand and compete; and (iv) the Company's substantial leverage may make it more vulnerable to economic downturns, limit its ability to withstand competitive pressures and reduce its flexibility in responding to changing business and economic conditions. The Company's ability to pay interest and principal on its outstanding indebtedness and to satisfy its other debt obligations depends upon its future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond its control. The Company anticipates that its operating cash flow, together with borrowings available under its $15 million credit facility (the "Credit Facility") with Internationale Nederlanden Capital (U.S.) Corporation ("ING Capital"), will be sufficient to meet its operating needs and to service its debt requirements as they become due. However, if the Company is unable to service its indebtedness, it will be forced to pursue one or more alternative strategies such as selling assets, curtailing its development drilling activities, restructuring or refinancing its indebtedness or seeking additional equity capital. There can be no assurance that any of these strategies could be effected on satisfactory terms, if at all. See "Management's Discussion and Analysis of Results of Operations and Financial Condition -- Liquidity and Capital Resources" ("MD&A"), in the Company's Form 10-K Annual Report for the year ended December 31, 1996 (the "1996 10-K"), incorporated herein by reference. CAPITAL EXPENDITURES FOR UNDEVELOPED PROPERTIES As of December 31, 1996, approximately 69% of the Company's total proved reserves on a BOE basis were classified as proved undeveloped. Recovery of such reserves will require significant capital expenditures and successful drilling operations. Based on the Company's estimates, aggregate capital expenditures by the Company of approximately $64 million, including $59 million on the San Joaquin Basin properties, will be required to develop such undeveloped reserves, of which $18 million are expected to be incurred during 1997. The Company intends to finance the development of its properties out of cash from operations and, to the extent necessary, borrowings under the Credit Facility. There can be no assurance that the Company's estimates of capital expenditures will prove accurate, that such sources of financing will be sufficient to fully fund the Company's planned development activities or that the development activities will be either successful or completed in accordance with the Company's development schedule. Additionally, any decrease in oil and gas prices or any increase in the costs of development of the Company's properties could result in a significant reduction in the number of wells expected to be drilled. RISK OF EXPLORATORY DRILLING ACTIVITIES The ability of the Company to add resources in a cost-effective manner will be in part dependent upon the success of its exploratory drilling program. Although the Company has significant experience in the development and production of oil and natural gas, the Company has a limited history of conducting exploratory drilling. In that regard, the ability of the Company to pursue its exploratory drilling program is dependent on a number of factors, including (i) favorable results of 3-D seismic surveys, (ii) the availability of leases on favorable terms and permitting for the prospects, (iii) the availability of future capital resources by the Company and the other participants for the purchasing of leases and the drilling of prospects, (iv) the approval of other participants in the purchasing of leases and the drilling of wells on the prospects and (v) the economic conditions at the time of drilling, including the prevailing and anticipated prices for natural gas. Additionally, although the Company's prospects are located within geographic areas in which significant quantities or natural gas equivalents have been produced, the proximity to other successful exploratory or development wells provides no assurance that any particular well will be successful due to the complex faulting and fracturing of oil and gas formations and the inherent risks and uncertainties of exploratory drilling. Exploratory drilling is subject to numerous risks, including the risk that no commercially productive oil and natural gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including unexpected formation and drilling conditions, compliance with governmental requirements and 2 shortages or delays in the delivery of equipment. In addition, the Company's strategy of focusing on exploratory drilling for larger reserves using 3-D seismic and CAEX technology requires greater pre-drilling expenditures than alternative forms of traditional drilling strategies. Although the Company believes that its use of 3-D seismic and CAEX technology will increase the probability of success of its exploratory wells, and should reduce average finding costs through the elimination of prospects that might otherwise be drilled solely on the basis of 2-D seismic data and other traditional methods, unsuccessful wells are likely to occur and there can be no assurance as to the future success of the Company's drilling program, especially in light of the Company's limited exploratory drilling experience. See Items 1 and 2 in the 1996 10-K. HISTORY OF LOSSES For its fiscal years ended December 31, 1991, 1992, 1993, 1994, 1995 and 1996, the Company incurred operating losses (before dividends and accretion on preferred stock) of $1,461,000, $1,414,000, $1,041,000, $939,000, $4,618,000 and $1,798,000, respectively. There can be no assurance that the Company will be profitable in the future. See MD&A and the Consolidated Financial Statements and Notes thereto in the 1996 10-K, incorporated herein by reference. VOLATILITY OF OIL AND GAS PRICES AND MARKETS The Company's revenues and earnings are dependent upon prevailing prices for oil and gas. The prices for oil and gas historically have been volatile and are subject to wide fluctuations in response to changes in the supply of and demand for oil and gas, market uncertainties and a variety of additional factors beyond the control of the Company. These factors include the level of consumer product demand, weather conditions, domestic and foreign governmental regulation, political conditions in the Middle East, the foreign supply of oil and gas, the price and availability of alternative fuels and overall oil and gas market conditions. It is impossible to predict future oil and gas price movements with any certainty. Although the Company hedges a substantial portion of its production which provides some protection from price declines, any substantial or extended decline in the price of oil and gas would have a material adverse effect on the Company's financial condition and results of operations, as well as reduce the amount of the Company's oil and gas that could be produced economically. The monthly average posted price for West Texas Intermediate crude oil (the "WTI price") varied during 1996 from a high of $23.38 per Bbl in December 1996, to a low of $17.20 per Bbl in February 1996. The monthly average price for 40(degree) gravity crude oil in the Lost Hills Field (the location of most of the Company's San Joaquin Basin properties) as stated in the Texaco Trading and Transportation Inc. Market Determined Crude Oil Price Bulletin varied during 1996 from a high of $23.39 per Bbl in December 1996 to a low of $17.29 per Bbl in February 1996. Market prices received for crude oil sold in California have in the recent past been generally lower than WTI prices for similar quality oil as a result of certain market and regulatory conditions peculiar to the California market, including (i) the lack of pipelines to transport large quantities of oil produced in California to other states which limits the ability of producers to respond to price imbalances between California and other domestic markets and (ii) fewer independent refiners in California than in other oil producing states which results in less competition among crude oil purchasers in California than in other domestic markets. The posted price for gas at Henry Hub, Louisiana ("Henry Hub price") varied during 1996 from a high of $3.88 per MMBtu in December 1996 to a low of $1.83 per MMBtu in October 1996. The Southern California border monthly average price for natural gas as stated in the Natural Gas Intelligence Gas Price Index varied during 1996 from a high of $3.70 per MMBtu in December 1996 to a low of $1.29 per MMBtu in May 1996. Due to fairly stable demand as a result of stable weather conditions in California, gas prices in California do not generally experience fluctuations during the winter and summer months as large as those experienced by Henry Hub prices. Declines in oil and gas prices, if sustained, could require a write down of the book value of the Company's oil and gas properties unless the Company has sufficient net additions in reserves and/or production to offset the decline in oil and gas prices. Such declines, if sustained, could also result in a reduction of the Company's borrowing base under its Credit Facility, requiring the Company to repay the amount by which outstanding advances exceed the redetermined borrowing base. RISKS OF FIXED PRICE SALES AND HEDGING CONTRACTS The Company manages the risk associated with fluctuations in the price of gas and to a lesser extent oil, primarily through certain fixed price sales and hedging contracts. The Company's price risk management strategy reduces the Company's sensitivity to changes in market prices of oil and gas, but is subject to a number of other risks. If the Company's reserves are not produced at the rates estimated by the Company due to inaccuracies in the reserve estimation process, operational difficulties or regulatory limitations, the Company would be required to satisfy its obligations under fixed price sales and hedging contracts on potentially unfavorable terms without the ability to hedge such risk through sales of 3 comparable quantities of its own production. Further, the terms under which the Company enters into fixed price sale and hedging contracts are based on assumptions and estimates of numerous factors such as cost of production and pipeline and other transaction costs to delivery points. Substantial variations between the assumptions and estimates used by the Company and actual results experienced could materially adversely affect the Company's anticipated profit margins and its ability to mange in the future the risk associated with fluctuations in oil and gas prices. Additionally, the fixed price sales and hedging contacts limit the benefits the Company will realize if actual prices rise above the contract prices. In addition, fixed price sales and hedging contracts are subject to the risk that the counterpart may prove unable or unwilling to perform its obligations under such contracts. Currently, an affiliate of ING Capital is the counterpart for a significant portion of the Company's hedging contracts. Although the Company has not experienced and does not anticipate significant nonperformance by counterparties, such significant nonperformance could have a material adverse financial effect on the Company. In 1996, the Company had approximately 51% of its oil production and approximately 56% of its gas production committed to sales and hedging contracts. RELIANCE ON ESTIMATES OF PROVED RESERVES There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves, including many factors beyond the control of the Company. Certain events, including changes in oil and gas prices, production, acquisitions and future drilling and development, could result in increases or decreases in estimated proved quantities of oil and gas reserves. In addition, estimates of the Company's quantities of proved oil and gas reserves, future net revenues from proved reserves and the present value thereof are based on certain assumptions regarding future oil and gas prices, production levels and operating and development costs that may not prove to be correct. In particular, estimates of proved oil and gas reserves, future net revenues from proved reserves and the present value thereof for the Company's oil and gas properties as of December 31, 1996 included in the 1996 10-K are based on the assumption that future oil and gas prices remain the same as oil and gas prices at December 31, 1996. As of December 31, 1996, the average sales prices used for purposes of such estimates were $23.74 per Bbl of oil and $4.14 per Mcf of gas with respect to the San Joaquin Basin properties and $23.36 per Bbl of oil and $3.59 per Mcf of gas with respect to the Company's other properties in the aggregate. Average oil prices with respect to the San Joaquin Basin properties and the Company's other properties were, for the year ended December 31, 1996, higher than oil prices at December 31, 1996, with average and year-end oil prices realized by the Company being $20.30 per Bbl and $19.68 per Bbl, respectively. Average gas prices for the San Joaquin Basin properties and the Company's other properties were, for the year ended December 31, 1996, lower than those received at year-end 1996, with average and year-end gas prices realized by the Company being $1.98 per Mcf and $2.09 per Mcf, respectively. Also assumed is the Company's planned expenditures of approximately $64 million in future capital expenditures, including $59 million on the San Joaquin Basin properties, necessary to develop and realize the value of its proved undeveloped reserves. Any significant variance in these assumptions could materially affect the estimated quantity and value of reserves set forth herein. See MD&A. DEPENDENT ON LOCAL OPERATORS None of the Company's oil and gas properties are operated by the Company. As a result, the Company has limited control over the manner in which operations are conducted on such properties, including the safety and environmental standards used in connection therewith. Pursuant to the operating agreements governing operations on the properties in which the Company has an interest, the Company maintains significant influence or control over the nature and timing of exploration and development activities on the majority of its properties. Such agreements do not, however, allow the Company such influence or control with respect to a portion of its properties; in such cases, the operators of such properties generally have control with respect to the nature and timing of exploration or development activities. In such instances, the operators of such properties could undertake exploration or development projects at a time when the Company does not have the funds required to finance its share of the costs of such projects. In such event, pursuant to the operating agreements relating to properties in which the Company has an interest, the other parties to such agreements who fund their shares of the cost of such a project are generally entitled to receive all cash flow from such project, subject to rights of third party royalty or other interest owners, until they have recovered a multiple of the costs of such project (usually 300% to 400%) prior to the Company's receipt of any production or revenues from such project or, in the event drilling is necessary to maintain certain leasehold interests, the Company may be required to forfeit its interests in such projects. Conversely, the operators of such properties could refuse to initiate exploration or development projects, in which case the Company would be required to propose such activities and may be required to proceed with such activities at much higher levels of 4 participation than expected and without receiving any funding from the other interest owners, or the operators may initiate exploration or development projects on a slower schedule than that preferred by the Company. Any of these events could have a significant effect on the Company's anticipated exploration and development activities and financing thereof. See MD&A. OPERATING HAZARDS AND UNINSURED RISKS The Company's operations are subject to risks inherent in the oil and gas industry, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution and other environmental risks. These risks could result in substantial losses to the Company due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage and suspension of operations. In accordance with customary industry practice, the Company is not fully insured against all risks incident to its business. Because of the nature of industry hazards, it is possible that liabilities for pollution and other damages arising from a major occurrence could exceed insurance coverage or policy limits. Any such liabilities could have a materially adverse effect on the Company. CERTAIN BUSINESS RISKS The Company intends to continue acquiring oil and gas properties. Although the Company performs a review of the properties to be acquired that it believes is consistent with industry practices, such reviews are inherently incomplete. Generally, it is not feasible to review in-depth every individual property involved in each acquisition. Ordinarily, the Company will focus its review efforts on the higher-valued properties and will sample the remainder. However, even an in-depth review of all properties and records may not necessarily reveal existing or potential problems nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. Furthermore, the Company must rely on information, including financial, operating and geological information, provided by the seller of the properties without being able to verify fully all such information and without the benefit of knowing the history of operations of all such properties. In addition, a high degree of risk of loss of invested capital exists in almost all exploration and development activities which the Company undertakes. No assurance can be given that oil or gas will be discovered to replace reserves currently being developed, produced and sold, or that if oil or gas reserves are found, they will be of a sufficient quantity to enable the Company to recover the substantial sums of money incurred in their acquisition, discovery and development. Drilling activities are subject to numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain. The Company's operations may be curtailed, delayed or canceled as a result of numerous factors including title problems, weather conditions, compliance with governmental requirements and shortages or delays in the delivery of equipment. The availability of a ready market for the Company's gas production depends on a number of factors, including, without limitation, the demand for and supply of natural gas, the proximity of gas reserves to pipelines, the capacity of such pipelines and government regulations. See MD&A and Items 1 and 2 in the 1996 10-K. DEPENDENT ON KEY PERSONNEL The success of the Company will depend almost entirely upon the ability of a small group of key executives to manage the business of the Company. Should one or more of these executives leave the Company or become unable to perform his duties, no assurance can be given that the Company will be able to attract competent new management. The Company maintains a $10 million key man life insurance policy on Mark G. Harrington, the proceeds of which are payable to the Company. COMPETITION The acquisition, exploration and development of oil and gas properties is a highly competitive business. Many companies and individuals are engaged in the business of acquiring interests in and developing onshore oil and gas properties in the United States. The industry is not dominated by any single competitor or a small number of competitors. The Company competes with major and independent oil and gas companies for the acquisition of desirable oil and gas properties, as well as for the equipment and labor required to operate and develop such properties. Many of these competitors have financial and other resources substantially in excess of those available to the Company. Such competitive disadvantages could adversely affect the Company's ability to acquire desirable properties or to develop existing properties. 5 GOVERNMENTAL REGULATION The Company's business is subject to certain federal, state and local laws and regulations relating to the exploration for and development and production of oil and gas, as well as environmental and safety matters. Such laws and regulations have generally become more stringent in recent years, often imposing greater liability on a larger number of potentially responsible parties. Because the requirements imposed by such laws and regulations are frequently changed, the Company is unable to predict the ultimate cost of compliance with such requirements and their effect on the Company. See Item 1 of the 1996 10-K. POSSIBLE SALE OF COMPANY In March 1997, the Company announced that it had engaged a group of investment bankers to pursue a possible sale of the Company in order to maximize shareholder returns. Following the announcement, the market price of the Company's Common Stock quoted on The NASDAQ Stock Market increased from $5.06 per share (the closing price on March 4, 1997, the day prior to the announcement) to a high of $6.88 per share on March 7, 1997; and on April 29, 1997, the quoted closing price was $5.94 per share. There can be no assurances that this process will, in fact, result in a sale of the Company. In the event that the Company is sold, there can be no assurances as to the amount or form of consideration that the Company's shareholders would receive in such a transaction or that the value of such consideration would be as high as the recent market prices for the Company's Common Stock. The Company intends to continue conducting its business without regard to any potential outcome of a proposed sale. THE COMPANY The Company's principal executive offices are located at 4400 Post Oak Park, Suite 2220, Houston, Texas 77027, and its telephone number at such address is (713) 961-1804. USE OF PROCEEDS All proceeds from the sale of shares of Common Stock offered hereby will go to the Selling Stockholders. The Company will not receive any consideration for the shares of the Common Stock registered hereunder. SELLING STOCKHOLDERS This Prospectus relates to the periodic offer and sale of up to 1,808,690 Shares by the Selling Stockholders listed below. Of the Shares offered hereby, (i) 112,500 Shares and 37,500 Shares are issuable to Bankers Trust Securities Corp. and Internationale Nederlanden (U.S.) Securities Corporation (an affiliate of ING Capital), respectively, upon exercise of warrants held by such holders which were received as compensation for services rendered in connection with the Company's sale of 65,000 units consisting of $65 million aggregate principal amount of 14.78% Senior Notes due 2002 and warrants to purchase 1,430,000 shares of Common Stock (the "Note Warrants"), (ii) 55,000 Shares were issued to ING Capital for services rendered in connection with various Company financings, (iii) 148,690 Shares are issuable upon exercise of a warrant held by ING Capital which it received as compensation in connection with establishing a $2.7 million credit facility for the Company in November, 1989, (iv) 25,000 Shares were issued to First Union Corporation upon the exercise of a warrant issued for services rendered in connection with a Company financing, and (v) the remaining 1,430,000 Shares are issuable pursuant to the exercise of the Note Warrants by the holders thereof. ING Capital is the Company's lender under its Credit Facility. 6 The following table sets forth the names of the Selling Stockholders, the number of shares of Common Stock owned by each of them as of the date of this Prospectus and the number of Shares covered by this Prospectus. Except for the relationships described above, none of the Selling Stockholders had, as of the date of this Prospectus, any relationship with the Company.
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES OF OF COMMON STOCK OF COMMON STOCK COMMON STOCK TO BE OWNED AFTER OWNED PRIOR TO OFFERED COMPLETION OF NAME OFFERING HEREUNDER OFFERING ---- ---------------- ------------------- ----------------- BT Securities Corporation............................. 200,500 200,500 -0- First Union Corporation. ............................. 25,000 25,000 -0- International Nederlanden (U.S.) Capital Corporation.. 291,190 241,190 50,000 Bank of New York...................................... 330,000 330,000 -0- Brown Brothers Harriman & Co. ........................ 55,000 55,000 -0- The Chase Manhattan Bank.............................. 275,000 275,000 -0- Chemical Bank......................................... 132,000 132,000 -0- Citibank, N.A. ....................................... 253,000 253,000 -0- State Street Bank & Trust Co.-Fiduciary............... 55,000 55,000 -0- Investors Bank & Trust/M.F. Custody................... 88,000 88,000 -0- State Street Bank & Trust Co.-Custodian............... 44,000 44,000 -0- First Trust National Association...................... 110,000 110,000 -0-
PLAN OF DISTRIBUTION The Company has been advised by the Selling Stockholders that the Shares may from time to time be offered for sale either directly by the Selling Stockholders or through underwriters, dealers or agents or on any exchange on which the Shares may from time to time be traded, or in independently negotiated transactions or otherwise; provided that such transactions will not include an underwritten public offering. The Shares may be sold at market prices prevailing at the time of sale or at negotiated prices. The Selling Stockholders and any underwriters, dealers or agents that participate in distribution of the Shares may be deemed to be underwriters, and any profit on sale of the shares by them and any discounts, commissions or concessions received by any underwriter, dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. The methods by which the Shares may be sold include (a) a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this Prospectus; (c) exchange distributions and/or secondary distributions in accordance with the rules of the NASDAQ/NMS; (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (e) privately negotiated transactions. The Company has agreed to register for sale under the Securities Act and certain state securities laws the Shares and to indemnify the Selling Stockholder, its directors, officers and employees and each person who participates as an underwriter, broker or dealer in the offering or sale of the Shares, against certain civil liabilities, including certain liabilities under the Securities Act. There can be no assurances that the Selling Stockholders will sell any or all of the Shares offered hereunder. 7 LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon for the Company by Vinson & Elkins L.L.P. EXPERTS The audited consolidated financial statements incorporated by reference in this Prospectus and elsewhere in the Registration Statement, to the extent and for the periods indicated in their report, have been audited by Arthur Andersen LLP, independent public accountants as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. Information set forth in this Prospectus relating to the Company's estimated proved oil and gas reserves at December 31, 1996, the related calculations of future net production revenues and the net present value thereof have been derived from independent petroleum engineering reports prepared by Ryder Scott Company and Huddleston & Co., independent petroleum engineers. 8 ================================================================================ No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer made by this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, by any Selling Stockholder or underwriter. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities covered hereby in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. _____________________ TABLE OF CONTENTS
PAGE ---- Available Information................. 1 Incorporation of Certain Information by Reference....................... 1 Risk Factors.......................... 2 The Company........................... 6 Use of Proceeds....................... 6 Selling Stockholders.................. 6 Plan of Distribution.................. 7 Legal Matters......................... 8 Experts............................... 8
================================================================================ ================================================================================ HARCOR ENERGY, INC. 1,808,690 Shares Common Stock ($.10 Par Value) Prospectus __________ ___, 1997 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated fees and expenses payable by the Registrant in connection with the offering of the shares of Common Stock registered hereunder are as follows:
Securities and Exchange Commission registration fee.. $ 3,221 Printing fees and expenses........................... 5,000 Legal fees and expenses.............................. 16,000 Accounting fees and expenses......................... 3,000 Miscellaneous........................................ 2,779 ------- Total............................................ $30,000 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VI of the Company's Certificate of Incorporation ("Article VI") states that directors of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that Article VI does not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware ("Delaware GCL"), or (iv) for any transaction from which the director derived an improper personal benefit. Under the Delaware GCL, Article VI would protect the Company's directors against monetary damages for breaches of their duty of care, except as set forth below. The inclusion of Article VI in the Company's Certificate of Incorporation means that the Company and its stockholders would forego the ability to bring a cause of action against a director for monetary damages for certain breaches of fiduciary duty, including actions in connection with proposals for the acquisition of control of the Company. Directors remain liable for breaches of their duty of loyalty to the Company and its stockholders as well as acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law and transactions from which a director derives improper personal benefit. Also, Article VI does not eliminate director liability under Section 174 of the Delaware GCL, which makes directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions and expressly sets forth a negligence standard with respect to such liability. Although Article VI provides directors with protection from awards of monetary damages for breaches of the duty of care, it does not eliminate the directors' duty of care. Accordingly, Article VI will have no effect on the availability of equitable remedies such as an injunction or rescission based upon a director's breach of the duty of care. The provisions of Article VI which eliminate liability as described above will apply to officers of the Company only if they are directors of the Company and are acting in their capacity as directors, and will not apply to officers of the Company who are not directors. Section 14 of the Company's By-laws ("Section 14") provides that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee or agent of the Company (including any controlling stockholder of the Company acting as an agent of the Company), or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware GCL, as presently or hereafter in effect, against all expenses, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties resulting from the Employee Retirement Income Security Act of 1974, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, Section 14 or any agreement with the Company) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided below the Company shall indemnify any person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Company. The right to indemnification conferred in II-1 Section 14 is a contract right and includes the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if Delaware GCL requires of any class of persons entitled to advancement of expenses, the payment of such expenses incurred by a director, officer, employee or agent in his or her capacity as a director, officer, employee or agent in advance of the final disposition of a proceeding, payment shall be made only upon delivery to the Company of an undertaking, by or on behalf of such person, to repay all amounts so advance if it shall ultimately be determined that such director, officer, employee or agent is not entitled to be indemnified under Section 14 or otherwise. Section 14 provides further that no advancement of expenses shall be made if the Board of Directors has made a determination that the advancement of expenses is not proper in the circumstances because such person has not met the applicable standard of conduct set forth in the Delaware GCL. The Company has a Directors and Officers Insurance and Company Reimbursement Policy which protects directors and officers of the Company and its subsidiaries, subject to the limits, exceptions and other terms and conditions of such policy, against damages, judgments, settlements and legal costs incurred because of any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, or act by the directors or officers of the Company and in their respective capacities as such, or any matter claimed against them solely by reason of their status as directors and officers of the Company or its subsidiaries. Under the Delaware GCL, directors and officers as well as other employees and individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation such as a derivative action) if they acted in good faith and in a manner they 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 their conduct was unlawful. A similar standard of care is applicable in the case of actions by or in the right of the corporation, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and the Delaware GCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The Company has entered into indemnification agreements (the "Agreements") with its directors which provide that in the event a director was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by or in the name of the Company or any other party, that such director in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other (a "Claim") by reason of (or arising in part out of) any event or occurrence related to the fact that such director is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or occurring by reason of anything done or not done by such director in any such capacity (an "Indemnifiable Event"), the Company will indemnify such director to the full extent authorized or permitted by law as soon as practicable but in any event no later than 45 days after written demand is presented to the Company, against any and all expenses (including, without limitation, attorneys' fees and all other costs, expenses and obligations reasonably paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any Indemnifiable Event) ("Expenses"), judgments, fines, penalties, taxes and any and all amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, taxes or amounts paid in settlement) of such Claim. If so requested by such director, the Company must advance any and all reasonable Expenses to such director (an "Expense Advance"). Notwithstanding the foregoing, pursuant to the Agreements (i) the obligations of the Company will be subject to the condition that the Reviewing Party (defined as any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which such director is seeking indemnification, the stockholders of the company, or independent legal counsel) has not determined (in a written opinion, in any case in which independent legal counsel is involved), no later than 45 days after written demand is presented to the Company in accordance with the foregoing, that such director would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance will be subject to the condition that, if, when and to the extent that the Reviewing Party determines that such director would not be permitted to be so indemnified under applicable law, the Company will be entitled to be reimbursed by such director for all such amounts theretofore paid; provided, however, that if such director has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that such director should be indemnified under applicable law, any determination made by the Reviewing Party that such director would not be permitted II-2 to be indemnified under applicable law will not be binding and such director will not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that such director substantively would not be permitted to be indemnified in whole or in part under applicable law, such director will have the right to commence litigation in any court in the State of Texas or the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor. Alternatively, such director at his option will be able to seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within sixty days following the filing of the demand for arbitration. Such judicial proceeding or arbitration will be required to be made de novo and such director will not be prejudiced by reason of a determination made or deemed to have been made pursuant to the terms of the Agreement that such director is not entitled to indemnification. If the court or arbitrator determines that such director is entitled to any indemnification under the Agreements, the Company will be required to pay all reasonable Expenses reasonably paid or incurred by such director in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings). Any determination by the Reviewing Party otherwise will be conclusive and binding on the Company and such director. Notwithstanding the other provisions of the Agreements, to the extent that any director has served as a witness on behalf of the Company or has been successful, on the merits or otherwise, in defense of any or all Claims relating in whole or in part to an Indemnifiable Event, or in defense of any issue or matter therein, including, without limitation, dismissal without prejudice, such director will be indemnified against Expenses reasonably paid or incurred by him or on his behalf in connection therewith. ITEM 16. EXHIBITS. Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith. EXHIBIT NUMBER DESCRIPTION ------ ----------- 3.1 Registrants's Certificate of Incorporation, as amended through July 13, 1995. (1) 3.2 Certificate of Ownership and Merger dated March 6, 1996, merging HTAC Investments, Inc. into the Registrant. (14) 3.3 Certificate of Ownership and Merger dated March 6, 1996, merging Warrior, Inc. into the Registrant. (14) 3.4 Registrant's Bylaws, as amended. (1) 4.1 Certificate of Designation, Powers, Preferences and Rights of the Series A Preferred Stock of the Registrant. (2) 4.2 Certificate of Designation, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of the Registrant. (2) 4.3 Certificate of Designation, Powers, Preferences and Rights of the Series C Convertible Preferred Stock of the Registrant. (2) 4.4 Warrant to Erland & Co. dated February 28, 1997. (18) 4.5 Warrant to Trust Company of the West dated November 23, 1992. (4) 4.6 Amendment No. 1 dated July 30, 1994 to Warrant Certificate dated November 23, 1992 between HarCor Energy, Inc. and Trust Company of the West. (12) 4.7 Amendment No. 2 dated November 1, 1994 to Warrant Certificate dated November 23, 1992 between HarCor Energy, Inc. and Trust Company of the West. (11) 4.8 Amended and Restated Registration Rights Agreement dated as of July 30, 1994 between the Registrant and Trust Company of the West. (12) 4.9 Warrant to Internationale Nederlanden (U.S.) Capital Corporation dated November 20, 1989, as amended in December, 1990 and on March 18, 1994. (7) 4.10 Amended and Restated Warrant to First Union National Bank of North Carolina dated May 1, 1996. (18) 4.11 Registration Rights Agreement between the Registrant and First Union National Bank of Carolina dated as of June 30, 1994. (12) II-3 4.12 Amendment No. 1, dated February 12, 1996, to Registration Rights Agreement between the Registrant and First Union National Bank of North Carolina dated as of June 30, 1994. (18) 4.13 Specimen of Common Stock Certificate. (9) 4.14 Stock Purchase Agreement dated as of June 27, 1994 among HarCor Energy, Inc. and the Purchasers named on Schedule I thereto. (12) 4.15 Form of Warrant to Rauscher, Pierce, Refsnes, Inc. (13) 4.16 Warrant Agreement among HarCor Energy, Inc. and Texas Commerce Bank National Association as warrant agent dated July 24, 1995. (13) 4.17 Agreement dated December 28, 1995, between the Company and INCC as to exchange of common stock and registration rights. (18) 4.18 Registration Rights Agreement among HarCor Energy, Inc., Warrior, Inc., HTAC Investments, Inc., BT Securities Corporation and Internationale Nederlanden (U.S.) Securities Corporation dated July 24, 1995. (14) 4.19 Securityholders' and Registration Rights Agreement among HarCor Energy, Inc., Warrior, Inc., HTAC Investments, Inc. and Texas Commerce Bank National Association, as trustee, dated July 24, 1995. (14) 4.20 Indenture among HarCor Energy, Inc., Warrior, Inc., HTAC Investments, Inc. and Texas Commerce Bank National Association, as trustee, dated July 24, 1995, including forms of Series A Note and Exchange Note as Exhibits A-1 and A-2 thereto, respectively. (14) 4.21 First Supplemental Indenture dated as of October 11, 1995 to Indenture filed as Exhibit 4.20. (14) 4.22 Amendment No. 3 dated July 8, 1996 to Warrant Certificate dated November 23, 1992 between HarCor Energy, Inc. and Trust Company of the West. (18) + 5.1 Opinion of Vinson & Elkins L. L. P. 10.1 Amended and Restated Credit Agreement between HarCor Energy, Inc. and Internationale Nederlanden (U.S.) Capital Corporation, as Agent, and the Lenders identified therein dated as of July 15, 1995. (14) 10.3 Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement and Financing Statement from HarCor Energy, Inc. to Trond D. Rokholt, Trustee and Internationale Nederlanden (U.S.) Capital Corporation, Lender dated March 18, 1994. (7) 10.4 First Amendment to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement and Financing Statement dated June 30, 1994 by HarCor Energy, Inc. for the benefit of Internationale Nederlanden (U.S.) Capital Corporation, in its capacity as Agent for itself and First Union National Bank of North Carolina. (12) 10.5 Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement Fixture Filing and Financing Statement from HarCor Energy, Inc. to Trond D. Rokholt, Trustee and Internationale Nederlanden (U.S.) Capital Corporation, Lender dated June 30, 1994. (10) 10.6 Agreement of Dissolution and Termination dated March 18, 1994 between Washington Energy Exploration, Inc. and HarCor Energy, Inc. (7) 10.7 Purchase Agreement dated December 4, 1987 by and between HarCor Energy, Inc. and Harrington and Company EV Fund I, Limited. (5) 10.8 HarCor Energy, Inc. 1992 Stock Option Plan. (9) 10.9 Form of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement for options issued under the HarCor Energy, Inc. 1992 Stock Option Plan. (6) 10.10 HarCor Energy, Inc. 1992 Nonemployee Directors' Stock Option Plan and form of Option Agreement, as amended. (8) 10.11 HarCor Energy, Inc. 1994 Stock Option Plan and related forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement. (8) 10.12 Purchase and Sale or Exchange Agreement dated April 18, 1994 between HarCor Energy, Inc. and Bakersfield Energy Resources, Inc., Bakersfield Energy Partners, L.P. and Bakersfield Gas, L.P. (9) 10.13 Amendment to Purchase and Sale or Exchange Agreement dated June 8, 1994 by and between HarCor Energy, Inc. and Bakersfield Energy Resources, Inc., Bakersfield Energy Partners, L.P. and Bakersfield Gas, L.P. (9) 10.14 Form of Restricted Stock Agreements between HarCor Energy, Inc. and its officers. (11) 10.15 Agreement of Exchange dated May 10, 1996 between HarCor Energy, Inc. and South Coast Exploration Company. (16) 10.16 Unanimous Consent of Stock Option and Compensation Committee dated January 15, 1997, granting restricted stock awards to Mark G. Harrington, Francis H. Roth, Gary S. Peck and Albert J. McMullin. (18) II-4 10.17 Unanimous Consent of Board of Directors granting restricted stock awards to non-employee directors and employee severance awards to employees of the Company. (18) +23.1 Consent of Ryder Scott Company Petroleum Engineers. +23.2 Consent of Huddleston & Co., Inc. +23.3 Consent of Arthur Andersen LLP. +23.4 Consent of Vinson & Elkins L.L.P. (17) - --------------- + Filed herewith. (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-62007) and incorporated herein by reference. (2) Included in Exhibit 3.1. (3) Filed as an exhibit to Registrant's Amendment No. 1 to its Form 10- Q for the period ended September 30, 1992 dated as of December 5, 1992 and filed with the Commission on December 7, 1992 (No. 0-9300) and incorporated herein by reference. (4) Filed as an exhibit to Registrant's Form 8-K dated as of November 23, 1992 and filed with the Commission on December 7, 1992 (No. 0- 9300) and incorporated herein by reference. (5) Filed as an exhibit to Registrant's Form 10-K for the year ended December 31, 1987 (No. 0-9300) and incorporated herein by reference. (6) Filed as an exhibit to the Registrant's definitive proxy statement for its 1992 Annual Meeting of Stockholders (No. 0-9300) and incorporated herein by reference. (7) Filed as an exhibit to Registrant's Form 10-K for the year ended December 31, 1993 (No. 0-9300) and incorporated herein by reference. (8) As filed as an exhibit to Registrant's definitive proxy statement for its 1994 Annual Meeting of Stockholders (No. 0-9300) and incorporated herein by reference. (9) Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No. 33-80942) and incorporated herein by reference. (10) Filed as an exhibit to Registrant's Form 10-Q for the quarterly period ended June 30, 1994 (No. 0-9300) and incorporated herein by reference. (11) Filed as an exhibit to Registrant's Form 10-Q for the quarterly period ended September 30, 1994 (No. 0-9300) and incorporated herein by reference. (12) Filed as an exhibit to Registrant's Registration Statement on Form S-1 filed on June 30, 1994 (No. 33-8446) and incorporated herein by reference. (13) Filed as an exhibit to Amendment No. 1 to Registrant's Registration Statement on Form S-1 filed on December 20, 1994 (No. 33-8446) and incorporated herein by reference. (14) Filed as an exhibit to the Registrant's Form 8-K dated as of July 20, 1995 and incorporated herein by reference. (15) Filed as an exhibit to the Registrant's Form 10-K for the year ended December 31, 1995 (No. 0-9300) and incorporated herein by reference. (16) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 No. 333-04987 and incorporated herein by reference. (17) Included in Exhibit 5.1. (18) Filed as an exhibit to the Registrant's Form 10-K for the year ended December 31, 1996 (No. 0-9300) and incorporated herein by reference. Financial Statement Schedules: ----------------------------- Not required. ITEM 17. UNDERTAKINGS. 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: (i) to include any prospectus required in Section 10(a) (3) of the Securities Act of 1933; (ii) to II-5 reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) 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; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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; (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; (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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; (5) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, 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 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 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-6 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 29th day of April, 1997. HARCOR ENERGY, INC. By: /s/ GARY S. PECK --------------------------------------- Gary S. Peck Vice President -- Finance, Chief Financial Officer and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Mark G. Harrington and Gary S. Peck, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent 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 by the following persons in the capacities indicated on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ MARK G. HARRINGTON Chairman of the Board, Chief Executive Officer and April 29, 1997 - ----------------------------------- Director Mark G. Harrington (Principal Executive Officer) /s/ FRANCIS H. ROTH President, Chief Operating Officer and Director April 29, 1997 - ----------------------------------- Francis H. Roth /s/ GARY S. PECK Vice President -- Finance, Chief Financial Officer April 29, 1997 - ----------------------------------- and Secretary Gary S. Peck (Principal Financial and Accounting Officer) /s/ ROBERT J. CRESCI Director April 29, 1997 - ----------------------------------- Robert J. Cresci /s/ VINOD K. DAR Director April 29, 1997 - ----------------------------------- Vinod K. Dar
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SIGNATURES TITLE DATE ---------- ----- ---- /s/ DAVID E. K. FRISCHKORN, JR. Director April 29, 1997 - ----------------------------------- David E. K. Frischkorn, Jr. Director April 29, 1997 /s/ AMBROSE K. MONELL - ----------------------------------- Ambrose K. Monell /s/ HERBERT OAKES Director April 29, 1997 - ----------------------------------- Herbert Oakes
II-8 EX-5 2 EXHIBIT 5 EXHIBIT 5.1 [LETTERHEAD OF VINSON & ELKINS APPEARS HERE] April 29, 1997 HarCor Energy, Inc. 4400 Post Oak Parkway, Suite 2220 Houston, Texas 77027 Gentlemen: We are acting as counsel for HarCor Energy, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "SEC") for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), the offer and sale by certain of the Company's stockholders of 1,808,690 shares (the "Shares") of the Company's common stock, par value $.10 per share (the "Common Stock") some of which are issuable upon exercise of certain warrants (the "Warrants") issued by the Company to such stockholders. Before rendering our opinions, we examined such corporate records of the Company, resolutions of its Board of Directors and certificates, instruments and other documents, and we reviewed such questions of law, as we considered appropriate for purposes of our opinions. Based upon the foregoing, 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) the Shares which are issuable upon the exercise of Warrants, upon payment therefor and issuance by the Company in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable; and (3) the Shares which are issued and outstanding on the date hereof are validly issued, fully paid and nonassessable. HarCor Energy, Inc. Page 10 April 29, 1997 This opinion is rendered as of the effective date of the Registration Statement. We hereby consent to the reference to our name in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement, but we do not admit that we are within the class of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, VINSON & ELKINS L.L.P. EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PETROLEUM CONSULTANTS As independent petroleum consultants, Ryder Scott Company hereby consents (i) to the summarization of our report entitled "Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests in HarCor Energy, Inc. as of January 1, 1997", as detailed in the Form 10-K for the year ended December 31, 1996 for HarCor Energy, Inc. filed with the Securities and Exchange Commission in March 1997 and (ii) to the reference to our firm as experts and the incorporation by reference of such Form 10-K in this Registration Statement of HarCor Energy, Inc. on Form S-3. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Kent A. Williamson, P.E. Group Vice President Houston, Texas April 29, 1997 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PETROLEUM ENGINEER As independent petroleum consultants, Huddleston & Co., Inc., hereby consents (i) to the summarization of our report entitled "HarCor Energy, Inc., Estimated Future Reserves and Revenues for Certain Properties as of January 1, 1997," as detailed in the Form 10-K for the year ended December 31, 1996, for HarCor Energy, Inc., filed with the Securities and Exchange Commission in March 1997 and (ii) to the reference to our firm as experts and to the incorporation by reference of such Form 10-K in this Registration Statement of HarCor Energy, Inc., on Form S-3. HUDDLESTON & CO., INC. By: /s/ M. DRAYTON PRATOR, III, P.E. --------------------------------------------- M. Drayton Prator, III, P.E. Senior Vice President Houston, Texas April 29, 1997 EX-23.3 5 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report on the consolidated financial statements of HarCor Energy, Inc. and subsidiaries dated March 28, 1997, included in HarCor Energy, Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas April 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----