-----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, GFUh6OzED2rbBZByQKDGeh8AceOZYnBxdq6JSmMk91LHS9MTj31nZrn0HweFBgCI guCF8ZKEb1ZoleLVTdEhKg== 0000927356-96-001144.txt : 19961121 0000927356-96-001144.hdr.sgml : 19961121 ACCESSION NUMBER: 0000927356-96-001144 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961120 EFFECTIVENESS DATE: 19961120 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GAS RESOURCES INC CENTRAL INDEX KEY: 0000856716 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 841127613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-40344 FILM NUMBER: 96669454 BUSINESS ADDRESS: STREET 1: 12200 N PECOS ST CITY: DENVER STATE: CO ZIP: 80234-3439 BUSINESS PHONE: 3034525603 MAIL ADDRESS: STREET 1: 12200 NORTH PECOS ST CITY: DENVER STATE: CO ZIP: 80234 S-8 POS 1 S-8 POST EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on November __, 1996 Registration No. 33-40344 ----- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO.2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ WESTERN GAS RESOURCES, INC. (Exact name of registrant as specified in its charter) DELAWARE 84-1127613 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 12200 N. PECOS STREET DENVER, COLORADO 80234 (303) 452-5603 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------------------- JOHN C. WALTER EXECUTIVE VICE PRESIDENT WESTERN GAS RESOURCES, INC. 12200 N. PECOS STREET DENVER, COLORADO 80234 (303) 452-5603 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Title of securities Amount to registered Proposed Maximum Proposed Maximum Amount of to be registered Offering Price Aggregate Offering Registration Fee Per Share (1) Price - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par 25,000 shares $5.40 $135,000.00 $45.00 value $.10 per share - ------------------------------------------------------------------------------------------------------------------------------------ (1) Covers 25,000 shares of Common Stock for which options with an exercise price of $5.40 per share are currently outstanding.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation by Reference. The contents of Form S-8 Registration Statement No. 33-40344 are incorporated herein by reference. Item 8. Exhibits. The following exhibits are filed as part of this Post-Effective Amendment to Registration Statement. Exhibit Number Description -------------- ----------- 5.1 Opinion of John C. Walter, as to the legality of the securities offered hereby. 23.1 Consent of John C. Walter (included as part of Exhibit 5.1 hereto, Opinion of John C. Walter. 25.1 Powers of Attorney (filed as Exhibit 25.1 to the Registrant's Registration Statement on Form S-8 Registration No. 33-40344 and incorporated herein by reference). 99.1 First Amendment to Western Gas Resources, Inc. Employees' Common Stock Option Plan. 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-8 and has duly caused this Post-Effective Registration Statement to be signed in its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on November 18, 1996. WESTERN GAS RESOURCES, INC. By: /s/ Brion G. Wise --------------------------------- Brion G. Wise, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /S/ BRION G. WISE ___________________________ Director, Chairman of the Board November 18, 1996 Brion G. Wise and Chief Executive Officer (Principal Executive Officer) ___________________________ Director November __, 1996 Bill M. Sanderson /S/ WALTER L. STONEHOCKER ___________________________ Director November 18, 1996 Walter L. Stonehocker /s/ DEAN PHILLIPS* Director November 18, 1996 ___________________________ Dean Phillips /s/ WARD SAUVAGE* Director November 18, 1996 ___________________________ Ward Sauvage /s/ RICHARD B. ROBINSON* Director November 18, 1996 ___________________________ Richard B. Robinson /s/ JAMES A. SENTY* Director November 18, 1996 ___________________________ James A. Senty ___________________________ Director November __, 1996 Joseph Reid /S/ WILLIAM J. KRYSIAK ___________________________ Vice President - Finance November 18, 1996 William J. Krysiak (principal Financial and Accounting Officer) *By: /S/ JOHN C. WALTER ______________________ John C. Walter Attorney-in-fact pursuant to a power of attorney filed as an exhibit to this Registration Statement
EX-5.1 2 OPINION OF JOHN C. WALTER November 18, 1996 Western Gas Resources, Inc. 12200 North Pecos Street Denver, Colorado 80234 Gentlemen: I am the general counsel for Western Gas Resources, Inc., a Delaware corporation (the "Corporation"). This opinion is being rendered in connection with the registration on Form S-8 (the "Registration Statement") of 25,000 shares of the Corporation's common stock, par value $0.10 per share (the "Common Stock"), to be issued pursuant to options granted under the Corporation's Employees' Common Stock Option Plan (the "Plan"). I have examined the originals or copies certified or otherwise authenticated to my satisfaction of such corporate records of the Corporation, certificates of public officials and of officers of the Corporation and other agreements, instruments and documents as I have deemed necessary as a basis for the opinions contained herein. I have also participated in the preparation of the Registration Statement. On the basis of the foregoing and the assumptions hereinafter set forth, and in reliance thereon, I advise you that, in my opinion: 1. The Corporation has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. 2. The shares of Common Stock to be issued pursuant to the Plan have been duly authorized by the Corporation and, when issued and sold by the Corporation in accordance with the provisions of the Plan, will have been validly issued and will be fully paid and non-assessable. I am a member of the Bar of the State of Colorado only and do not purport to be expert on the laws of any other state or jurisdiction other than the State of Colorado and the United States. Insofar as opinions herein expressed relate to matters governed by Delaware law, I have relied solely upon a reading of the applicable statutes and records of the Corporation and certificates of public officials. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Respectfully submitted, John C. Walter, Esq. EX-99.1 3 FIRST AMENDMENT TO EMPLOYEES STOCK OPTION PLAN Exhibit 99.1 FIRST AMENDMENT TO WESTERN GAS RESOURCES, INC. EMPLOYEES' COMMON STOCK OPTION PLAN ----------------------------------- THIS FIRST AMENDMENT (the "Amendment") to The WESTERN GAS RESOURCES, INC. EMPLOYEES' COMMON STOCK OPTION PLAN (the "Original Plan"), is hereby adopted by the Board of Directors of Western Gas Resources, Inc. (the "Company"), effective as of February 24, 1994. 1. Section 5 of the Original Plan is hereby deleted in its entirety and replaced, in lieu thereof, with the following: "5. Common Stock Subject to Plan. The total number of shares of ---------------------------- Common Stock which may be issued pursuant to the Plan is 455,000 shares of Common Stock." 2. The effective date of this Amendment is February 24, 1994. -----END PRIVACY-ENHANCED MESSAGE-----