-----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, Px5blhmi6lLlz63XKXVH1Iokm4aBZLOH5J7oAX+QZgZeL2nHSWDc/USwapCZFd/9 SjbRZYwMG5RtPfKcz/Edsw== 0000890566-97-001273.txt : 19970526 0000890566-97-001273.hdr.sgml : 19970526 ACCESSION NUMBER: 0000890566-97-001273 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970523 EFFECTIVENESS DATE: 19970523 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLWETHER EXPLORATION CO CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27707 FILM NUMBER: 97613529 BUSINESS ADDRESS: STREET 1: 1221 LAMAR ST STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 BUSINESS PHONE: 7136501025 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 S-8 1 As filed with the Securities and Exchange Commission on May 23, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BELLWETHER EXPLORATION COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 76-0437769 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1331 LAMAR, SUITE 1455, HOUSTON, TEXAS 77010 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) BELLWETHER EXPLORATION COMPANY 1996 STOCK INCENTIVE PLAN (FULL TITLE OF THE PLAN) J. DARBY SERE 1331 LAMAR, SUITE 1455 HOUSTON, TEXAS 77010 (NAME AND ADDRESS OF AGENT FOR SERVICE) (713) 650-1025 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copy to: BUTLER & BINION, L.L.P. 1000 Louisiana, Suite 1600 Houston, Texas 77002 Attn: George G. Young III (713) 237-3111 Calculation of Registration Fee
- ---------------------------------------------------------------------------------------------------------- Title of Securities Amount Proposed Proposed maximum Amount of to be registered to be maximum offering aggregate offering registration registered price per share* price fee* - ---------------------------------------------------------------------------------------------------------- Common Stock 500,000 shares $9.5625 $4,781,250 $1,448.86 - ----------------------------------------------------------------------------------------------------------
- ----- * Computed pursuant to Rule 457(h) based on the average of the high and low reported prices on May 21, 1997. ================================================================================ PART I INFORMATION REQUIRED IN THE 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * The information required by Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, and all documents subsequently filed by Bellwether Exploration Company (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents: (a) the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996 (File No. 0- 9498); (b) the Company's Final Prospectus filed pursuant to Rule 424(b) under the Securities Act on April 7, 1997, included as part of the Company's Registration Statement on Form S-1 (Registration No. 333- 21813); (c) the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 1996, December 31, 1996 and March 31, 1997 and Current Report on Form 8-K dated April 9, 1997 (File No. 0-9498); and (d) "Item 4. Description of Registrant's Securities Registered" in the Company's Registration Statement on Form 8-B (File No. 0-9498) describing the Company's Common Stock. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware provides generally and in pertinent part that a Delaware corporation may indemnify its directors and officers against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, 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 in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors and officers against expenses actually and reasonably incurred by them if, in connection with the matters in issue, 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, except that no indemnification may be made in respect to any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and to purchase indemnity insurance on behalf of its directors and officers. Article Eight of the Certificate of Incorporation and Section 7.7 of the Bylaws of the Company provide, in general, that the Company may and shall, respectively, indemnify its officers and directors to the full extent permitted by Delaware law. Article Nine of the Certificate of Incorporation of the Company further provides that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages or breach of fiduciary duty as a director except for any breach of the director's duty of loyalty, for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, for unlawful payment of dividends or unlawful stock purchases or redemptions, or for any transaction from which the director derived a personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER AND DESCRIPTION - --------------- (4) Instruments defining the rights of security holders, including indentures 4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No. 33-76570) 4.2 The Company's 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-1, File No. 333-21813.) (5) Opinion re legality 5.1 Opinion of Butler & Binion, L.L.P. (23) Consents of experts and counsel 23.1 Consent of Butler & Binion, L.L.P. (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Deloitte & Touche LLP 23.3 Consent of KPMG Peat Marwick LLP (24) Power of attorney (included on the signature page hereof) 3 ITEM 9. 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 to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the 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. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 23, 1997. BELLWETHER EXPLORATION COMPANY By: /s/ J. DARBY SERE J. Darby Sere, President and Chief Executive Officer 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Darby Sere, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him 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, 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 to 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 requirement of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ J. P. BRYAN Chairman of the Board of Directors May 23, 1997 J. P. Bryan /s/ J. DARBY SERE Chief Executive Officer, President May 23, 1997 J. Darby Sere and Director (PRINCIPAL EXECUTIVE OFFICER) /s/ CHARLES C. GREEN Executive Vice President, Chief May 23, 1997 Charles C. Green III Financial Officer and Director (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) /s/ VINCENT H. BUCKLEY Vincent H. Buckley Director May 23, 1997 /s/ ALEXANDER K. MCLANAHAN Director May 23, 1997 Alexander K. McLanahan /s/ DR. JACK BIRKS Director May 23, 1997 Dr. Jack Birks /s/ MICHAEL D. WATFORD Director May 23, 1997 Michael D. Watford /s/ C. BARTON GROVES Director May 23, 1997 C. Barton Groves /s/ HABIB KAIROUZ Director May 23, 1997 Habib Kairouz 5 EX-5.1 2 EXHIBIT 5.1 May 23, 1997 Bellwether Exploration Company 1331 Lamar, Suite 1455 Houston, Texas 77010 Re: Distribution of up to 500,000 shares of Common Stock of Bellwether Exploration Company pursuant to its 1996 Stock Incentive Plan Gentlemen: We have acted as legal counsel for Bellwether Exploration Company, a Delaware corporation ("Company"), in connection with the offer to certain of the directors, executive officers and other key employees and agents of the Company and its subsidiaries of a total of up to 500,000 shares of the Company's common stock, $.01 par value per share ("Common Stock"), issuable pursuant to the Company's 1996 Stock Incentive Plan ("Plan"). We have made such inquiries and examined such documents as we have considered necessary or appropriate for the purposes of giving the opinion hereinafter set forth, including the examination of executed or conformed counterparts, or copies certified or otherwise proved to our satisfaction of the following: (i) the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 7, 1994; (ii) the Bylaws of the Company as of the date of this opinion; (iii) the Company's Registration Statement on Form S-8, covering Common Stock issuable pursuant to the Plan, to be filed with the Securities and Exchange Commission on May 23, 1997 ("Registration Statement"); (iv) the Plan; and (v) such other documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. We have assumed the genuineness and authenticity of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the due authorization, execution, delivery or recordation of all documents where due authorization, execution or recordation are prerequisites to the effectiveness thereof. Bellwether Exploration Company May 23, 1997 Page 2 Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that: The Common Stock covered by the Registration Statement has been duly authorized and when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, BUTLER & BINION, L.L.P. EX-23.2 3 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Bellwether Exploration Company (the "Company") on Form S-8 of our report dated September 6, 1996 appearing in the Annual Report on Form 10-K of Bellwether Exploration Company for the year ended June 30, 1996, and of our report dated March 11, 1997 appearing in the Company's Final Prospectus filed pursuant to Rule 424(b) under the Securities Act on April 7, 1997 (included as part of the Company's Registration Statement no Form S-1). We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Houston, Texas May 23, 1997 EX-23.3 4 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Torch Energy Advisors Incorporated We consent to the incorporation by reference in the registration statement on Form S-8 of Bellwether Exploration Company of our report dated February 10, 1997, with respect to the statements of assets acquired (other than productive oil and gas properties) and liabilities of certain oil and gas property interests owned by Torch Energy Advisors Incorporated (Torch) and certain partnerships and other entities managed or sponsored by Torch (the Acquired Properties) as of December 31, 1995 and 1996, and the related statements of revenues and direct operating expenses for each of the years in the three-year period ended December 31, 1996, which report appears in the registration statement (No. 333-21813) on Form S-1 of Bellwether Exploration Company dated April 7, 1997. Houston, Texas May 23, 1997 KPMG PEAT MARWICK LLP -----END PRIVACY-ENHANCED MESSAGE-----