-----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, BI1EphZ1uhDoGpNzlyJ2nog+Y75vOKWF2a/3tmDpy0YvjowA2Gpjq3tTkRytXnig mIoBUvH2o4CBfQuAwe9RLw== /in/edgar/work/0000950129-00-004942/0000950129-00-004942.txt : 20001012 0000950129-00-004942.hdr.sgml : 20001012 ACCESSION NUMBER: 0000950129-00-004942 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001011 EFFECTIVENESS DATE: 20001011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLON PETROLEUM CO CENTRAL INDEX KEY: 0000928022 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 640844345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47784 FILM NUMBER: 738667 BUSINESS ADDRESS: STREET 1: 200 N CANAL ST CITY: NATCHEZ STATE: MS ZIP: 39120 BUSINESS PHONE: 6014421601 MAIL ADDRESS: STREET 1: 200 N CANAL ST CITY: NATCHEZ STATE: MS ZIP: 39120 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM HOLDING CO DATE OF NAME CHANGE: 19940805 S-8 1 h80703s-8.txt CALLON PETROLEUM COMPANY 1 As filed with the Securities and Exchange Commission on October 11, 2000. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CALLON PETROLEUM COMPANY (Exact name of registrant as specified in its charter) DELAWARE 64-0844345 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 200 NORTH CANAL STREET NATCHEZ, MISSISSIPPI 39120 (601) 442-1601 (Address of Principal Executive Offices) ---------- CALLON PETROLEUM COMPANY 1996 STOCK INCENTIVE PLAN (Full Title of Plan) JOHN S. WEATHERLY 200 NORTH CANAL STREET NATCHEZ, MISSISSIPPI 39120 (Name and address of Agent Service) (601) 442-1601 (Telephone Number, Including Area Code, of Agent for Service) Copy to: HAYNES AND BOONE, L.L.P. 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 AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE (1) --------------------------- ------------ -------------- ------------------ ------------ Common Stock (2) 1,300,000 shares $16.53125 $21,490,625 $5,673.53
(1) Computed pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as amended (the "Securities Act"), based on the average of the high and low sale prices on October 6, 2000, as reported by the New York Stock Exchange composite tape ($16.53125 per share). (2) Includes preferred stock purchase rights pursuant to the Rights Agreement, dated as of March 30, 2000, between the Registrant and American Stock Transfer and Trust Company, as rights agent. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement also registers an indeterminate number of additional shares as may become issuable under the anti- dilution provisions of the 1996 Stock Incentive Plan in connection with stock splits, stock dividends and similar transactions. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Registration Statement is being filed for the purpose of registering in accordance with Instruction E of Form S-8 an additional 1,300,000 shares of common stock, par value $.01 ("Common Stock"), to be issued pursuant to the 1996 Stock Incentive Plan (the "Plan") of Callon Petroleum Company (the "Company"). The contents of the Company's Registration Statement on Form S-8 (Registration No. 333-29537) filed with the Securities and Exchange Commission on June 19, 1997 (the "1997 Form S-8") are incorporated herein by reference. CALLON PETROLEUM COMPANY AMENDMENTS TO 1996 STOCK INCENTIVE PLAN By means of the 1997 Form S-8, the Company registered 900,000 shares of Common Stock issuable under the Plan. On August 20, 1998, the board of directors of the Company amended the Plan to increase the number of shares of Common Stock issuable under the Plan by 300,000. On May 9, 2000, the Company's stockholders approved an amendment to the Plan to increase the number of shares of Common Stock issuable under the Plan by 1,000,000. This Registration Statement registers the additional 1,300,000 shares of Common Stock issuable under the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. Exhibits (4) Instruments defining the rights of security holders, including indentures 4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference from Exhibit 3.1 of the Company's Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) 4.2 Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Company's Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) 4.3 Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 of the Company's Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) 4.4 The Company's amended 1996 Stock Incentive Plan (incorporated by reference to Appendix I of the Company's Definitive Proxy Statement on Schedule 14A, filed March 28, 2000) 4.5 Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated March 30, 2000 (incorporated by reference from Exhibit 1 of the Company's 8-A, filed April 6, 2000) (5) Opinion re legality 5.1 Opinion of Haynes and Boone, L.L.P. -2- 3 (23) Consents of experts and counsel 23.1 Consent of Haynes and Boone, L.L.P. (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP (24) Power of attorney 24.1 Power of attorney (included on the signature page) SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all 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 Natchez, State of Mississippi, on October 10, 2000. CALLON PETROLEUM COMPANY By: /s/ John S. Weatherly --------------------------------------- John S. Weatherly, Senior Vice President and Chief Financial Officer POWER OF ATTORNEY Each of the undersigned hereby appoints Fred L. Callon and John S. Weatherly, and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on October 10, 2000.
SIGNATURE TITLE --------- ----- /s/ Fred L. Callon Chief Executive Officer and President - ----------------------------------------------------- (Principal Executive Officer) Fred L. Callon /s/ John S. Weatherly Senior Vice President and Chief Financial Officer - ----------------------------------------------------- (Principal Accounting and Financial Officer) John S. Weatherly /s/ Dennis W. Christian Director, Senior Vice President and - ----------------------------------------------------- Chief Operating Officer Dennis W. Christian /s/ John S. Callon Director - ----------------------------------------------------- John S. Callon /s/ Leif Dons Director - ----------------------------------------------------- Leif Dons /s/ Robert A. Stanger Director - ----------------------------------------------------- Robert A. Stanger /s/ John C. Wallace Director - ----------------------------------------------------- John C. Wallace /s/ B.F. Weatherly Director - ----------------------------------------------------- B.F. Weatherly Director - ----------------------------------------------------- Richard O. Wilson
-3- 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference from Exhibit 3.1 of the Company's Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) 4.2 Bylaws of the Company (incorporated by reference from Exhibit 3.2 of the Company's Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) 4.3 Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 of the Company's Registration Statement on Form S-4, filed August 4, 1994, Reg. No. 33-82408) 4.4 The Company's amended 1996 Stock Incentive Plan (incorporated by reference to Appendix I of the Company's Definitive Proxy Statement on Schedule 14A, filed March 28, 2000) 4.5 Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated March 30, 2000 (incorporated by reference from Exhibit 1 of the Company's 8-A, filed April 6, 2000) 5.1 Opinion of Haynes and Boone, L.L.P. 23.1 Consent of Haynes and Boone, L.L.P. (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP 24.1 Power of attorney (included on the signature page)
EX-5.1 2 h80703ex5-1.txt OPINION OF HAYNES AND BOONE, L.L.P. 1 EXHIBIT 5.1 HAYNES AND BOONE, L.L.P. 1000 Louisiana Street, Suite 4300 Houston, Texas 77002 (713) 547-2000 October 11, 2000 Callon Petroleum Company 200 North Canal Street Natchez, Mississippi 39120 Gentlemen: We have acted as counsel to Callon Petroleum Company, a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") which relates to two amendments to the Company's 1996 Stock Incentive Plan (the "Plan"). The first amendment to the Plan increased the number of shares of the Company's common stock, $.01 par value per share (the "Common Stock"), issuable pursuant to the Plan from 900,000 to 1,200,000 shares ("Amendment One"). The second amendment to the Plan increased the number of shares of Common Stock issuable pursuant to the Plan from 1,200,000 to 2,200,000 ("Amendment Two"). In connection therewith, we have examined (i) the Certificate of Incorporation and the Bylaws of the Company, each as amended; (ii) the Plan; (iii) Amendment One; (iv) Amendment Two; and (v) such other documents, corporate records, certificates and other instruments as we have deemed necessary for the expression of the opinions contained herein. 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. 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, Amendment One, Amendment Two, 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 or directors 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 due regard for such legal considerations as we deem relevant, we are of the opinion that the 1,300,000 shares of Common Stock covered by the Registration Statement, which may be issued from time to time pursuant to the purchase of shares of Common Stock 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 respective 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 Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Haynes and Boone, L.L.P. Haynes and Boone, L.L.P. Ex. 5.1 - Page 1 EX-23.2 3 h80703ex23-2.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Callon Petroleum Company 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 16, 2000 included in Callon Petroleum Company's 1999 annual report on Form 10-K. /s/ Arthur Andersen LLP Arthur Andersen LLP New Orleans, Louisiana October 11, 2000 Ex. 23.2 - Page 1 -----END PRIVACY-ENHANCED MESSAGE-----