-----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, GGSxjhSaLjg1+tpCjoZ5qCYIZxe2DfvQLnGRNI1+M59NyH6EYnrkLSyqXi/ZriQ8 ra373io2N2lhazVEcp3T5g== 0000950134-96-005252.txt : 19961008 0000950134-96-005252.hdr.sgml : 19961008 ACCESSION NUMBER: 0000950134-96-005252 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961007 EFFECTIVENESS DATE: 19961007 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO ENERGY INC CENTRAL INDEX KEY: 0000908797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752488635 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13577 FILM NUMBER: 96640024 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 7, 1996 Registration No.333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- COHO ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 75-2488635 (State or other (I.R.S Employer jurisdiction of Identification No.) incorporation or organization) 14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (Address of Principal Executive Offices) COHO ENERGY, INC. 1993 STOCK OPTION PLAN (Full title of the plan) JEFFREY CLARKE PRESIDENT AND CHIEF EXECUTIVE OFFICER COHO ENERGY, INC. 14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (Name and address of agent for service) (214)991-9493 (Telephone number, including area code, of agent for service) -------------------------- With Copy to: Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, TX 77010-3095 (713) 651-5151 Attention: Katie-Pat Vletas --------------------------
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered unit (1) price (1) registration fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock $.01 par value 189,500 shares (2) $7.00 $1,326,500 $402 ====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low sale prices of a share of Common Stock as reported by the Nasdaq Stock Market on September 30, 1996. (2) Includes (i) an indeterminable number of shares of Common Stock issuable as a result of the anti-dilution provisions of the Stock Option Plan and (ii) the Common Stock purchase rights associated with the shares of Common Stock being registered (the "Rights"). ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the registrant's Registration Statement on Form S-8 (No. 33-87206), registering shares of Common Stock issuable under the 1993 Stock Option Plan, are hereby incorporated by reference herein.
Item 8. Exhibits - ---------------- 4.1 -- Articles of Incorporation of the Registrant, as amended through August 10, 1993 (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)). 4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)). 4.3 -- Rights Agreement dated September 12, 1994, by and between the Registrant and Chemical Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed by the Registrant with the Securities Exchange Commission on September 15, 1994). 4.4 -- 1993 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)). 4.5 -- First Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993). 4.6 -- Second Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 (Reg. No. 33-87206)). 4.7 -- Third Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996). 5.1 -- Opinion of Fulbright & Jaworski L.L.P. as to legality of securities. 23.1 -- Consent of KPMG Peat Marwick LLP. 23.2 -- Consent of Arthur Andersen LLP. 23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 24.1 -- Powers of Attorney (included on signature page).
-2- 3 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 8th day of August, 1996. COHO ENERGY, INC. By: /s/ Jeffrey Clarke ------------------------------------- Jeffrey Clarke President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Jeffrey Clarke his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting 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 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 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 Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Jeffrey Clarke President, Chief Executive - ------------------------------------------ Officer and Director August 31, 1996 Jeffrey Clarke (Principal Executive Officer) /s/ Eddie M. LeBlanc Senior Vice President and August 31, 1996 - ------------------------------------------ Chief Financial Officer Eddie M. LeBlanc (Principal Financial and Accounting Officer) /s/ Frederick K. Campbell Director August 31, 1996 - ------------------------------------------ Frederick K. Campbell
-3- 4
Signature Title Date --------- ----- ---- /s/ Kenneth H. Lambert Director August 31, 1996 - ------------------------------------------ Kenneth H. Lambert /s/ Douglas R. Martin Director August 31, 1996 - ------------------------------------------ Douglas R. Martin /S/ Robert R. Anderson Director August 31, 1996 - ------------------------------------------ Robert R. Anderson /s/ Roy R. Baker Director August 31, 1996 - ------------------------------------------ Roy R. Baker /s/ Louis F. Crane Director August 31, 1996 - ------------------------------------------ Louis F. Crane /s/ Jake Taylor Director August 31, 1996 - ------------------------------------------ Jake Taylor /s/ Howard I. Hoffen Director August 31, 1996 - ------------------------------------------ Howard I. Hoffen /s/ Carl S. Quinn Director August 31, 1996 - ------------------------------------------ Carl S. Quinn
-4- 5 EXHIBIT INDEX
Sequentially Exhibit Numbered Number Description of Exhibits Pages ------ ----------------------- ----- 4.1 Articles of Incorporation of the Registrant, as amended through August 10, 1993 (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)). 4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)). 4.3 Rights Agreement dated September 12, 1994, by and between the Registrant and Chemical Bank, as Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed by the Registrant with the Securities Exchange Commission on September 12, 1994). 4.4 1993 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-65620)). 4.5 First Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993). 4.6 Second Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 (Reg. No. 33-87206)). 4.7 Third Amendment to 1993 Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996). 5.1 Opinion of Fulbright & Jaworski L.L.P. as to legality of securities. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 24.1 Powers of Attorney (included on signature page).
-5- EX-5.1 2 OPINION OF FULBRIGHT & JAWORSKI 1 EXHIBIT 5.1 [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.] October 3, 1996 We have acted as counsel for Coho Energy, Inc., a Texas corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 189,500 shares of the Company's common stock, $.01 par value per share, including the Common Stock purchase rights associated therewith (collectively, the "Shares"), to be offered upon the terms and subject to the conditions set forth in the Company's 1993 Stock Option Plan (as amended, the "Plan"). We have examined (i) the Articles of Incorporation and By-Laws of the Company, each as amended to date, (ii) the Plan, (iii) the Registration Statement, and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Item 5. Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ Fulbright & Jaworski L.L.P. Fulbright & Jaworski L.L.P. -1- EX-23.1 3 CONSENT OF KPMG PEAT MARWICK 1 Exhibit No. 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Coho Energy, Inc. We consent to incorporation by reference in this registration statement on Form S-8 of Coho Energy, Inc. of our reports dated February 24, 1995, relating to the consolidated balance sheet of Coho Energy, Inc. and subsidiaries as of December 31, 1994, and the related consolidated statements of earnings, shareholders' equity, and cash flows and the related schedule for each of the years in the two-year period ended December 31, 1994, which reports appear in the December 31, 1995, annual report on Form 10-K of Coho Energy, Inc. KPMG Peat Marwick LLP Dallas, Texas October 1, 1996 -2- EX-23.2 4 CONSENT OF ARTHUR ANDERSEN 1 Exhibit No. 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated March 8, 1996, included in Coho Energy, Inc.'s Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Dallas, Texas October 1, 1996 -3- -----END PRIVACY-ENHANCED MESSAGE-----