-----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, RUDHRrR169XMbho4OFxNwgEnRzytQOgD4WKS8CnIhKOXsTx8wxP/DWjdkiv5A0lD vFWsskTIsX/uae7QPnSYAA== 0000950129-03-004994.txt : 20031016 0000950129-03-004994.hdr.sgml : 20031016 20031016150212 ACCESSION NUMBER: 0000950129-03-004994 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031016 EFFECTIVENESS DATE: 20031016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLON PETROLEUM CO CENTRAL INDEX KEY: 0000928022 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 640844345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109744 FILM NUMBER: 03943736 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 h09740sv8.txt CALLON PETROLEUM CO.- SAVINGS & PROTECTION PLAN As filed with the Securities and Exchange Commission on October 16, 2003. 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 (Address of Principal Executive Offices) CALLON PETROLEUM COMPANY EMPLOYEE SAVINGS AND PROTECTION PLAN (Full Title of the Plan) JOHN S. WEATHERLY 200 NORTH CANAL STREET NATCHEZ, MISSISSIPPI 39120 (Name and Address of Agent For Service) (601) 442-1601 (Telephone Number, Including Area Code, of Agent For Service) Copy to: HAYNES AND BOONE, LLP 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 REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE (1) --------------------------- ------------ -------------- ------------------ ------------ Common Stock (2) 450,000 shares (3) $7.59 $3,415,500 $276.32
(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 13, 2003, as reported by the New York Stock Exchange composite tape ($7.59 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(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Callon Petroleum Employee Savings and Protection Plan described herein. (3) Estimated solely for purposes of calculating the registration fee. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required by Part I of Form S-8 (Items 1 and 2) will be sent or given to participants in the Callon Petroleum Company Employee Savings and Protection Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by us and the Plan with the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: - Annual Report on Form 10-K for the fiscal year ended December 31, 2002; - Annual Report on Form 11-K for the fiscal year ended December 31, 2002; - Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003; - Current Reports on Form 8-K dated May 13, 2003, August 11, 2003 and September 3, 2003; and - The description of our common stock contained in the Registration Statement on Form 8-B filed with the Commission on October 3, 1994, including any future amendment or report for the purpose of updating such description. All documents subsequently filed by us or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered under the Plan have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware, pursuant to which we are incorporated, provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) against expenses actually 2 and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and to purchase indemnity insurance on behalf of its directors and officers. Article Eight of our Certificate of Incorporation, as amended, provides that we may, and Article IX of our Bylaws, as amended, provides that we shall, indemnify our directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) to the full extent of Delaware law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. 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 Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated March 30, 2000 (incorporated by reference from Exhibit 99.1 of the Company's Registration Statement on Form 8-A, filed April 6, 2000) 5.1 Opinion of Haynes and Boone, LLP 23.1 Consent of Haynes and Boone, LLP (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 23.3 Consent of Horne CPA Group 24.1 Power of attorney (included on the signature page) We hereby undertake that we have submitted the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and have made all changes required by the IRS to qualify the Plan. 3 ITEM 9. UNDERTAKINGS. (a) We hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 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 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 15, 2003. 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 of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 15, 2003.
SIGNATURE TITLE --------- ----- /s/ Fred L. Callon Director, 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 /s/ Richard O. Wilson Director - -------------------------------------------- Richard O. Wilson
Pursuant to the requirements of the Securities Act John S. Weatherly, the trustee of the Plan, 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 15, 2003. CALLON PETROLEUM COMPANY EMPLOYEE SAVINGS AND PROTECTION PLAN By: /s/ John S. Weatherly ------------------------------------ John S. Weatherly, Trustee INDEX TO EXHIBITS Exhibit 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 Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated March 30, 2000 (incorporated by reference from Exhibit 99.1 of the Company's Registration Statement on Form 8-A, filed April 6, 2000) 5.1 Opinion of Haynes and Boone, LLP 23.1 Consent of Haynes and Boone, LLP (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 23.3 Consent of Horne CPA Group 24.1 Power of attorney (included on the signature page) EX-5.1 3 h09740exv5w1.txt OPINION OF HAYNES AND BOONE, LLP EXHIBIT 5.1 HAYNES AND BOONE, LLP. 1000 Louisiana Street, Suite 4300 Houston, Texas 77002 (713) 547-2000 October 15, 2003 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 the registration of shares of the Company's common stock, $.01 par value per share (the "COMMON Stock"), issuable pursuant to the Callon Petroleum Company Employee Savings and Protection Plan (the "PLAN"). In connection therewith, we have examined (i) the Certificate of Incorporation and the Bylaws of the Company, each as amended; (ii) the Plan; and (iii) 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, 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 450,000 shares of Common Stock covered by the Registration Statement, which may be issued from time to time 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, LLP Haynes and Boone, LLP EX-23.2 4 h09740exv23w2.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Callon Petroleum Company 401(k) Plan for the registration of 450,000 shares of Callon Petroleum Company common stock of our report dated February 28, 2003, with respect to the consolidated financial statements of Callon Petroleum Company included in its Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New Orleans, Louisiana October 15, 2003 EX-23.3 5 h09740exv23w3.txt CONSENT OF HORNE CPA GROUP EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS Callon Petroleum Company Callon Petroleum Company Employee Savings And Protection Plan We consent to the incorporation by reference into Callon Petroleum Company's Registration Statement on Form S-8 filed on October 16, 2003 of our report dated October 6, 2003 appearing in the Annual Report on Form 11-K of the Callon Petroleum Company Employee Savings and Protection Plan for the year ended December 31, 2002. /S/ HORNE CPA GROUP Jackson, Mississippi October 15, 2003 -----END PRIVACY-ENHANCED MESSAGE-----