-----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, KGRoaWfXnZ1B7b1EoijH9nKSIKuAdprcDxb+uXssJLSKSm2aXoz5ow73Zkjm9o9/ 5skD2LA7279jIBGnBIKPjA== 0000950129-01-501487.txt : 20010622 0000950129-01-501487.hdr.sgml : 20010622 ACCESSION NUMBER: 0000950129-01-501487 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010621 EFFECTIVENESS DATE: 20010621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION RESOURCES CORP CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63562 FILM NUMBER: 1664984 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 1455 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7134953000 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 FORMER COMPANY: FORMER CONFORMED NAME: BELLWETHER EXPLORATION CO DATE OF NAME CHANGE: 19920703 S-8 1 h88598s-8.txt MISSION RESOURCES CORPORATION 1 As filed with the Securities and Exchange Commission on June 21, 2001 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- MISSION RESOURCES CORPORATION (FORMERLY KNOWN AS BELLWETHER EXPLORATION COMPANY) (Exact name of Registrant as specified in its charter) DELAWARE 74-0437769 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1331 LAMAR STREET, SUITE 1455 77010 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) BELLWETHER EXPLORATION COMPANY 1996 STOCK INCENTIVE PLAN (Full title of the plan) ROLAND SLEDGE GENERAL COUNSEL 1331 LAMAR STREET, SUITE 1455 HOUSTON, TEXAS 77010 (713) 495-3000 (Name and address, including zip code, and telephone number of agent for service) Copy to: HAYNES AND BOONE, LLP 1000 LOUISIANA, SUITE 4300 HOUSTON, TEXAS 77002 ATTN: GEORGE G. YOUNG III (713) 547-2000 ---------------------- ================================================================================ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE - --------------------------------------- ----------------- ---------------------- ---------------------- -------------- Common Stock, par value $0.01(1) 2,000,000 shares $7.325 $14,650,000 $3,662.50
================================================================================ (1) Computed pursuant to Rule 457(c) and (h) of the Securities Act of 1933 based on the average of the high and low sale prices on the NASDAQ National Market on June 20, 2001 (2) Includes associated Rights to purchase shares of the Registrant's Preferred Stock. The Rights are not currently separable from the shares of common stock, par value $0.01 per share, of Registrant and are not currently exercisable. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* *The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by the Securities Act of 1933 (the "Securities Act") Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8 and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed with the SEC by the Registrant, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: o Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000; o Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; o Current Reports on Form 8-K filed on January 19, 2001, January 26, 2001, March 27, 2001, May 17, 2001 and May 24, 2001; and o The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-A (File No. 0-9498). All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which 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 to constitute a part of this Registration Statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. 2 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") 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 Registrant's Certificate of Incorporation and Section 7.7 of its Bylaws provide, in general, that the Registrant may and shall, respectively, indemnify its officers and directors to the full extent permitted by Delaware law. Article Nine of the Registrant's Certificate of Incorporation further provides that a director of the Registrant shall not be personally liable to the Registrant 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. The Agreement and Plan of Merger dated as of January 24, 2001 by and between Bargo Energy Company, a Texas corporation ("Bargo"), and Bellwether Exploration Company, a Delaware corporation ("Bellwether"), provides that, for six years after the effective time of the merger of Bargo with and into Bellwether forming the Registrant (the "Merger"), the Registrant will indemnify the former officers and directors of Bargo from liabilities arising out of actions or omissions in their capacity as such prior to the effective time of the Merger, to the full extent permitted under Delaware law or the Registrant's certificate of incorporation or bylaws. In addition, the Registrant will maintain Bargo's directors' and officers' insurance coverage for six years after the effective time of the Merger but only to the extent of actions or omissions prior to the effective time of the Merger; provided that the maximum aggregate amount of premiums that the Registrant will be required to pay to maintain this coverage is $50,000. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Specimen stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-76570)). 4.2 Certificate of Incorporation of Bellwether Exploration Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, File No. 33-76570). 4.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Bellwether's Annual Report on Form 10-K for the fiscal year ended June 30, 1997). 3 4 EXHIBIT NO. DESCRIPTION ----------- ----------- 4.4 Certificate of Designation, Preferences and Rights of Series A Preferred Stock (incorporated by 4.4 reference to Exhibit 1 to the Registration Statement on Form 8-A dated September 19, 1997). 4.5 By-laws of Bellwether Exploration Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, File No. 33-76570). 4.6 Amendment to Article II, Section 2.2 of Bellwether Exploration Company's Bylaws (incorporated by reference to Exhibit 3.5 to Bellwether's Annual Report on Form 10-K for the transition period ended December 31, 1997). 4.7 Amendment to Bellwether Exploration Company's bylaws adopted on March 27, 1998 (incorporated by reference to Exhibit 3.6 to Bellwether's Annual Report on Form 10-K for the transition period ended December 31, 1997). 4.8 Shareholders Rights Agreement between Bellwether and American Stock Transfer & Trust Company (incorporated herein by reference to the Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on September 19, 1997). 4.9 Certificate of Merger of Bargo Energy Company with and into Bellwether Exploration Company filed with the Delaware Secretary of State on May 16, 2001 (incorporated herein by reference to the Registration Statement on Form S-8, Reg. No. 333-54798). 4.10 Certificate of Amendment of the Certificate of Incorporation of Mission Resources Corporation dated May 8, 2001 (incorporated herein by reference to the Registration Statement on Form S-8, Reg. No. 333-54798). 5.1 Opinion of Haynes and Boone, LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney (included on the signature page hereto). 99.1 Bellwether's 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, File No. 33-21813). ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered 4 5 (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Securities Act Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) 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 SEC 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. 5 6 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 June 21, 2001. Mission Resources Corporation By: /s/ Douglas G. Manner -------------------------------------- Douglas G. Manner Chief Executive Officer 6 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Douglas G. Manner and Jonathan M. Clarkson, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated on June 21, 2001.
SIGNATURE TITLE - --------- ----- /s/ Douglas Manner Chairman of the Board, Chief Executive Officer and - --------------------------------------- Director Douglas Manner (Principal Executive Officer) /s/ Jonathan M. Clarkson President, Chief Financial Officer and Director - --------------------------------------- (Principal Financial Officer) Jonathan M. Clarkson /s/ Judy Ley Allen Director - --------------------------------------- Judy Ley Allen /s/ J. P. Bryan Director - --------------------------------------- J. P. Bryan - --------------------------------------- Timothy J. Goff Director /s/ Habib Kairouz Director - --------------------------------------- Habib Kairouz /s/ D. Martin Phillips Director - --------------------------------------- D. Martin Phillips
7 8 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Specimen stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-76570)). 4.2 Certificate of Incorporation of Bellwether Exploration Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, File No. 33-76570). 4.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Bellwether's Annual Report on Form 10-K for the fiscal year ended June 30, 1997). 4.4 Certificate of Designation, Preferences and Rights of Series A Preferred Stock (incorporated by 4.4 reference to Exhibit 1 to the Registration Statement on Form 8-A dated September 19, 1997). 4.5 By-laws of Bellwether Exploration Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, File No. 33-76570). 4.6 Amendment to Article II, Section 2.2 of Bellwether Exploration Company's Bylaws (incorporated by reference to Exhibit 3.5 to Bellwether's Annual Report on Form 10-K for the transition period ended December 31, 1997). 4.7 Amendment to Bellwether Exploration Company's bylaws adopted on March 27, 1998 (incorporated by reference to Exhibit 3.6 to Bellwether's Annual Report on Form 10-K for the transition period ended December 31, 1997). 4.8 Shareholders Rights Agreement between Bellwether and American Stock Transfer & Trust Company (incorporated herein by reference to the Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on September 19, 1997). 4.9 Certificate of Merger of Bargo Energy Company with and into Bellwether Exploration Company filed with the Delaware Secretary of State on May 16, 2001 (incorporated herein by reference to the Registration Statement on Form S-8, Reg. No. 333-54798). 4.10 Certificate of Amendment of the Certificate of Incorporation of Mission Resources Corporation dated May 8, 2001 (incorporated herein by reference to the Registration Statement on Form S-8, Reg. No. 333-54798). 5.1 Opinion of Haynes and Boone, LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney (included on the signature page hereto). 99.1 Bellwether's 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, File No. 33-21813). 8 EX-5.1 2 h88598ex5-1.txt OPINION OF HAYNES AND BOONE, LLP 1 EXHIBIT 5.1 Mission Resources Corporation 1331 Lamar Street, Suite 1455 Houston, Texas 77010 Re: Distribution of up to 2,000,000 additional shares of Common Stock of Mission Resources Corporation pursuant to the Company's 1996 Stock Incentive Plan Gentlemen: We have acted as legal counsel for Mission Resources Corporation, a Delaware corporation (the "Company"), in connection with the offer to certain eligible employees of the Company and its subsidiaries of a total of up to 2,000,000 additional shares (the "Shares") of the Company's common stock, $.01 par value per share (the "Common Stock"), issuable pursuant to the Company's 1996 Stock Incentive Plan (the "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, as amended; (ii) the Bylaws of the Company as of the date of this opinion; (iii) the Company's Registration Statement on Form S-8 covering the Shares (the "Registration Statement"); (iv) the Plan, as amended; and (v) such other documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. In making the foregoing examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies and the due authorization, execution, delivery or recordation of all documents where due authorization, execution or recordation are prerequisites to the effectiveness thereof. Furthermore, we have assumed that prices paid for shares of Common Stock will equal or exceed the par value per share of the Common Stock. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Certificate of Incorporation (as amended), Bylaws (as amended), Plan (as amended), minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Shares of Common Stock covered by the Registration Statement, which may be issued from time to time in accordance with the terms of the Plan, have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. Very truly yours, /s/ Haynes and Boone, L.L.P. -------------------------------- HAYNES AND BOONE, L.L.P. Houston, Texas June 20, 2001 EX-23.1 3 h88598ex23-1.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Stockholders of Mission Resources Corporation: We consent to incorporation by reference in the registration statement (No. 333-_______) on Form S-8 of Mission Resources Corporation, of our report dated March 9, 2001, relating to the consolidated balance sheets of Bellwether Exploration Company and subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2000, which report appears in the December 31, 2000 Annual Report on Form 10-K/A of Bellwether Exploration Company. /s/ KPMG LLP Houston, Texas June 21, 2001 -----END PRIVACY-ENHANCED MESSAGE-----