-----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, NdKcgYVRsd3ooTiaZ1GKrIfUsGbUt7oplK0YM5fHlJkVA9jhFt3aZxhRE/TEJkuH kwEAiSMR0dmSk3gZSBSeRA== /in/edgar/work/20000911/0000899243-00-002067/0000899243-00-002067.txt : 20000922 0000899243-00-002067.hdr.sgml : 20000922 ACCESSION NUMBER: 0000899243-00-002067 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000911 EFFECTIVENESS DATE: 20000911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS RESOURCES INC CENTRAL INDEX KEY: 0000350426 STANDARD INDUSTRIAL CLASSIFICATION: [5172 ] IRS NUMBER: 132898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45558 FILM NUMBER: 720732 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136541414 MAIL ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 S-8 1 0001.txt 1996 STOCK INCENTIVE PLAN AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------- PLAINS RESOURCES INC. (Exact name of registrant as specified in its charter) DELAWARE 13-2898764 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 500 DALLAS, SUITE 700 HOUSTON, TEXAS 77002 (713) 654-1414 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------- 150,000 ADDITIONAL SHARES UNDER PLAINS RESOURCES INC. 1996 STOCK INCENTIVE PLAN (full title of the plan) TIM MOORE VICE PRESIDENT AND GENERAL COUNSEL PLAINS RESOURCES INC. 500 DALLAS, SUITE 700 HOUSTON, TEXAS 77002 (713) 654-1414 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------- COPY TO: JOHN A. WATSON FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 ---------------------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION SECURITIES TO BE REGISTERED (1) (2) (2) FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.10 per share 150,000 shares $18 1/8 $2,756,250 $728 ====================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of common stock as may become issuable by reason of the anti-dilution provisions of the plan. (2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average high and low sales prices of the Common Stock as reported by the American Stock Exchange on September 7, 2000, which was $18 1/8. THIS REGISTRATION STATEMENT ON FORM S-8 COVERS ADDITIONAL SHARES OF THE REGISTRANT'S COMMON STOCK UNDER THE REGISTRANT'S 1996 STOCK INCENTIVE PLAN (THE "1996 PLAN"). A REGISTRATION STATEMENT ON FORM S-8 (REG. NO. 333-06191) (THE "EARLIER REGISTRATION STATEMENT") IS EFFECTIVE WITH RESPECT TO 1,500,000 SHARES OF COMMON STOCK ISSUABLE UNDER THE 1996 PLAN. THE CONTENTS OF THE EARLIER REGISTRATION STATEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS 5 - Opinion of Tim Moore, Esq. regarding legality of securities being registered. 23.1 - Consent of PricewaterhouseCoopers LLP. 23.2 - Consent of Netherland, Sewell & Associates, Inc. 23.3 - Consent of H. J. Gruy and Associates, Inc. 23.4 - Consent of Ryder Scott Company. 23.5 - Consent of Tim Moore, Esq. (contained in Exhibit 5 hereto). 24 - Power of attorney (contained on page II-2 hereof). II-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phillip D. Kramer and Tim Moore, and each of them, either one 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 pre- and 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 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 any or all of them, may lawfully do or cause to be done by virtue hereof. 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 a 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 September 11, 2000. PLAINS RESOURCES INC. By: /s/ Greg L. Armstrong ------------------------------------- Greg L. Armstrong, President and Chief Executive Officer 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 September 11, 2000. SIGNATURE CAPACITY --------- -------- /s/ Greg L. Armstrong President, Chief Executive Officer and Director - ------------------------- (Principal Executive Officer) Greg L. Armstrong /s/ Jerry L. Dees - ------------------------- Director Jerry L. Dees /s/ Tom H. Delimitros - ------------------------- Director Tom H. Delimitros /s/ Cynthia A. Feeback Vice President - Accounting and Assistant - ------------------------- Treasurer (Principal Accounting Officer) Cynthia A. Feeback II-2 SIGNATURE CAPACITY --------- -------- /s/ William M. Hitchcock - ------------------------- Director William M. Hitchcock /s/ Phillip D. Kramer Executive Vice President, Treasurer and Chief - ------------------------- Financial Officer (Principal Financial Officer) Phillip D. Kramer /s/ Dan M. Krausse - ------------------------- Chairman of the Board and Director Dan M. Krausse /s/ John H. Lollar - ------------------------- Director John H. Lollar /s/ Robert V. Sinnott - ------------------------- Director Robert V. Sinnott /s/ J. Taft Symonds - ------------------------- Director J. Taft Symonds II-3 EX-5 2 0002.txt OPINION OF TIM MOORE, ESQ. EXHIBIT 5 September 8, 2000 Board of Directors of Plains Resources Inc. 500 Dallas, Suite 700 Houston, TX 77002 Gentlemen: I am General Counsel of Plains Resources Inc., a Delaware corporation (the "Company"), and have acted in such capacity in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 150,000 of additional shares of the Company's common stock, $0.10 par value (the "Common Stock"), to be offered upon the terms and subject to the conditions set forth in the Company's 1996 Stock Incentive Plan (the "Plan"), as amended to the date hereof. The Company is filing a Registration Statement on Form S-8 (the "Registration Statement") relating thereto with the Securities and Exchange Commission. In connection therewith, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Second Restated Certificate of Incorporation of the Company as presently in effect, the Bylaws of the Company, the corporate proceedings with respect to the offering of shares and such other documents and records as I have deemed necessary or appropriate for the expression of the opinions contained herein. I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined. Based upon the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that: 1) The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware. 2) The 150,000 of additional shares of Common Stock to be offered pursuant to the Plan have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan, will be duly and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Tim Moore Tim Moore General Counsel TM/mc EX-23.1 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS, LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 29, 2000 relating to the consolidated financial statements, which appears in Plains Resources Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. PRICEWATERHOUSECOOPERS LLP Houston, Texas September 7, 2000 II-4 EX-23.2 4 0004.txt CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. Exhibit 23.2 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS --------------------------------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reserve reports to the interest of Plains Resources Inc. and subsidiaries, Calumet Florida, Inc. and Arguello Inc. (collectively, the "Company") dated February 21, 2000 and March 7, 2000, respectively, relating to the estimated quantities of certain of the Company's proved reserves of oil and gas and the related estimates of future net revenue and present values thereof for certain periods, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as well as in the Notes to the Consolidated Financial Statements of the Company in such annual report. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Frederic D. Sewell ---------------------- Frederic D. Sewell President Dallas, Texas August 30, 2000 EX-23.3 5 0005.txt CONSENT OF H.J. GRUY AND ASSOCIATES, INC. Exhibit 23.3 CONSENT OF H.J. GRUY AND ASSOCIATES, INC. ----------------------------------------- We hereby consent to the use of the name H. J. Gruy and Associates, Inc. and of references to H.J. Gruy and Associates, Inc. and to the inclusion of and references to our two reports, or information contained therein, both dated March 10, 2000, prepared for Stocker Resources, Inc., in the Registration Statement on Form S-8 of Plains Resources Inc. for the filing dated on or about August 31, 2000. H.J. GRUY AND ASSOCIATES, INC. By: /s/ Robert Rasor ------------------------- Robert Rasor, PE Senior Vice President Engineering Manager Houston, Texas August 30, 2000 EX-23.4 6 0006.txt CONSENT OF RYDER SCOTT COMPANY Exhibit 23.4 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS ------------------------------------------ We hereby consent to incorporation by reference in this Registration Statement on Form S-8 of our reserve reports to the interest of Plains Resources Inc. and its subsidiary Plains Illinois Inc. (collectively, the "Company") dated March 2, 2000, March 3, 2000 and March 8, 2000, relating to the estimated quantities of certain of the Company's proved reserves of oil and gas and the related estimates of future net revenue and present values thereof for certain periods, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as well as in the Notes to the Consolidated Financial Statements of the Company in such annual report. We also consent to references to our firm under the heading "Interests of Named Experts and Counsel". RYDER SCOTT COMPANY, L.P. Houston, Texas September 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----