-----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, EXKJykgO5dFu6Q2C8Z/69o8F5aP+drbZ7cYZ95DRFNy7NIKdHyakEGX2p7V2f3fd A0HOz8/h5nxQxbW6TXpQSA== 0000950134-97-004341.txt : 19970602 0000950134-97-004341.hdr.sgml : 19970602 ACCESSION NUMBER: 0000950134-97-004341 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970530 EFFECTIVENESS DATE: 19970530 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: 333-28197 FILM NUMBER: 97617440 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 May 30, 1997 REGISTRATION NO.333- =============================================================================== UNITED STATES 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 jurisdiction of (I.R.S Employer Identification No.) incorporation or organization) 14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (Address of Principal Executive Offices) (Zip Code) COHO ENERGY, INC. 1993 STOCK OPTION PLAN (Full title of the plan) JEFFREY CLARKE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER COHO ENERGY, INC. 14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (Name and address of agent for service) (972) 774-8300 (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: MARTIN F. DOUBLESIN ------------------------------------ CALCULATION OF REGISTRATION FEE
================================================================================================================================== PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED OFFERING PRICE PER UNIT (1) PRICE (1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 775,000 shares (2) $ 9.00 $6,975,000 $2,114 ==================================================================================================================================
(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 May 27, 1997. (2) Includes (i) an indeterminable number of shares of Common Stock issuable as a result of the anti-dilution provisions of the 1993 Stock Option Plan and (ii) the Common Stock purchase rights associated with the shares of Common Stock being registered. =============================================================================== 2 =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the registrant's Registration Statement on Form S-8 (No. 33-87206), and the registrant's Registration Statement on Form S-8 (No. 333-13577) 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 13, 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 and Exchange Commission on September 13, 1994). 4.4 -- First Amendment to Rights Agreement dated December 8, 1994, by and between the Registrant and Chemical Bank, as Rights Agent (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994). 4.5 -- Second Amendment to Rights Agreement dated August 30, 1995, by and between the Company and Chemical Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 4.6 -- 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)). 4.7 -- 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). 4.8 -- 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)). 4.9 -- 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). 4.10 -- Fourth Amendment to 1993 Stock Option Plan. 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. -2- 3 23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 24.1 -- Powers of Attorney (included on pages 3 and 4). -3- 4 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 30th day of May, 1997. COHO ENERGY, INC. By: /s/ Jeffrey Clarke ------------------------------- Jeffrey Clarke Chairman, 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 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Jeffrey Clarke Chairman, President, Chief Executive May 30, 1997 - --------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ Eddie M. LeBlanc III Senior Vice President and May 30, 1997 - ---------------------------------------------- Chief Financial Officer Eddie M. LeBlanc III (Principal Financial and Accounting Officer) /s/ Robert B. Anderson Director May 30, 1997 - ---------------------------------------------- Robert B. Anderson
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SIGNATURE TITLE DATE --------- ----- ---- /s/ Roy R. Baker - ------------------------------------------------ Director May 30, 1997 Roy R. Baker /s/ Frederick K. Campbell - ------------------------------------------------ Director May 30, 1997 Frederick K. Campbell /s/ Louis F. Crane - ------------------------------------------------ Director May 30, 1997 Louis F. Crane /s/ Howard I. Hoffen - ------------------------------------------------ Director May 30, 1997 Howard I. Hoffen /s/ Kenneth H. Lambert - ------------------------------------------------ Director May 30, 1997 Kenneth H. Lambert /s/ Douglas R. Martin - ------------------------------------------------ Director May 30, 1997 Douglas R. Martin /s/ Carl S. Quinn - ------------------------------------------------ Director May 30, 1997 Carl S. Quinn /s/ Jake Taylor - ------------------------------------------------ Director May 30, 1997 Jake Taylor
-5- 6 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 13, 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 and Exchange Commission on September 13, 1994). 4.4 First Amendment to Rights Agreement dated December 8, 1994, by and between the Registrant and Chemical Bank, as Rights Agent (incorporated by reference to Exhibit 4.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994). 4.5 Second Amendment to Rights Agreement dated August 30, 1995, by and between the Company and Chemical Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995). 4.6 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)). 4.7 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). 4.8 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)). 4.9 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). 4.10 Fourth Amendment to 1993 Stock Option Plan.
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Sequentially Exhibit Numbered Number Description of Exhibits Pages - -------- ----------------------- ------------ 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 pages 3 and 4).
-7- EX-4.10 2 4TH AMENDMENT TO 1993 STOCK OPTION PLAN 1 EXHIBIT 4.10 FOURTH AMENDMENT TO COHO ENERGY, INC. 1993 STOCK OPTION PLAN WHEREAS, the Board of Directors and the shareholders of Coho Energy, Inc., a Texas corporation (the "Company"), have approved the Company's 1993 Stock Option Plan and the First, Second and Third Amendments thereto (as amended, the "Plan"); and WHEREAS, the Board of Directors of the Company believes it to be in the best interest of the Company to amend the Plan to provide that the total number of shares of Common Stock, $.01 par value, of the Company ("Common Stock") with respect to which options may be granted under the Plan be increased by 775,000 shares to 2,044,500 shares; WHEREAS, the shareholders of the Company on May 12, 1997 approved such increase in the number of shares with respect to which options may be granted under the Plan; WHEREAS, the Board of Directors of the Company believes it to be in the best interest of the Company to amend the Plan to remove a provision requiring certain individuals to satisfy their withholding obligations under applicable tax laws at the time of the exercise of an option only through shares of Common Stock; WHEREAS, the shareholders of the Company are not required by the Plan to approve the amendment regarding withholding obligations; WITNESSETH: The first paragraph of Section 3 of the Plan shall be amended to read as follows in its entirety: "The stock subject to the Options and other provisions of this Plan shall be shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"). The total amount of the Common Stock with respect to which Options may be granted shall not exceed in the aggregate 2,044,500 shares, provided that the class and aggregate number of shares that may be subject to the Options granted hereunder shall be subject to adjustment in accordance with the provisions of Section 16 hereof. Such shares may be treasury shares or authorized but unissued shares." Section 10 of the Plan shall be amended to read as follows in its entirety: "Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares with respect to which the Option is to be exercised, together with: (i) cash, certified check, bank draft or postal or express money order payable to the order of the Company for an amount equal to the option price of such shares plus any applicable taxes required to be withheld by the Company or (ii) any other form of payment that is acceptable to the Committee, and specifying the address to which the certificates for such shares are to be mailed. At any time when an optionee is required to pay to the 2 Company an amount to be withheld under applicable tax laws in connection with a distribution of Common Stock upon the exercise of an Option, the optionee may satisfy this obligation in whole or in part by electing, at the time of exercise and subject to approval by the Committee, to have the Company withhold from the distribution of shares otherwise issuable upon exercise of the Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld. As promptly as practicable after receipt of such written notification and payment, the Company shall deliver to the optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in the optionee's name; provided that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to the optionee, at the address specified pursuant to this Section." EX-5.1 3 OPINION OF FULBRIGHT & JAWORSKI 1 EXHIBIT 5.1 [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.] May 30, 1997 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 775,000 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. EX-23.1 4 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 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 statements of earnings, shareholders' equity, and cash flows and related schedule of Coho Energy, Inc. and subsidiaries for the year ended December 31, 1994, which reports appear in the December 31, 1996, annual report on Form 10-K of Coho Energy, Inc. KPMG Peat Marwick LLP Dallas, Texas May 30, 1997 EX-23.2 5 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 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 February 21, 1997, included in Coho Energy, Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Dallas, Texas May 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----