-----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, LzEyFmIy8MJE8IQp/+95t8XbVYAQqiFBCHXu5SpXD3KW7MAbeiNhlNBluD6vh8TR L9BRvPsUvQLzq1bdc0/6uA== 0000912057-02-019544.txt : 20020510 0000912057-02-019544.hdr.sgml : 20020510 ACCESSION NUMBER: 0000912057-02-019544 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020510 EFFECTIVENESS DATE: 20020510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCO RESOURCES INC CENTRAL INDEX KEY: 0000316300 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741492779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88000 FILM NUMBER: 02641481 BUSINESS ADDRESS: STREET 1: 6500 GREENVILLE AVENUE STREET 2: SUITE 600 LB 17 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2143682084 MAIL ADDRESS: STREET 1: 6500 GREENVILLE AVENUE STREET 2: SUITE 600 LB 17 CITY: DALLAS STATE: TX ZIP: 75231 S-8 1 a2078863zs-8.txt S-8 As filed with the Securities and Exchange Commission on May 10, 2002 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- EXCO Resources, Inc. (Exact name of registrant as specified in its charter) TEXAS 74-1492779 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6500 GREENVILLE AVENUE, SUITE 600 DALLAS, TEXAS 75206 (Address of Principal Executive Offices) (Zip Code) -------------------------------- EXCO RESOURCES, INC. 1998 STOCK OPTION PLAN (Full title of the Plan) -------------------------------- DOUGLAS H. MILLER CHIEF EXECUTIVE OFFICER 6500 GREENVILLE AVENUE, SUITE 600, LB 17 DALLAS, TEXAS 75206 (Name and address of agent for service) (214) 368-2084 (Telephone number, including area code, of agent for service) With copies to: RICHARD E. MILLER WILLIAM L. BOEING VICE PRESIDENT AND GENERAL COUNSEL HAYNES AND BOONE, LLP 6500 GREENVILLE AVENUE 1600 NORTH COLLINS SUITE 600, LB 17 SUITE 2000 DALLAS, TEXAS 75206 RICHARDSON, TEXAS 75080 (214) 368-2084 (972) 680-7550 CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED TO BE REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.02 par value.................. 1,300,000 $17.03 $22,139,000 $2,037.00 - ----------------------------------------------------------------------------------------------------------------------------------
(1) An additional 1,300,000 shares are being registered under the EXCO Resources, Inc. 1998 Stock Option Plan, as amended. The amount to be registered also includes such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 promulgated under the Securities Act of 1933. (2) The offering price per share, the aggregate offering price and the registration fee should be calculated in accordance with paragraphs (c) and (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on the average of the high and low sale prices for the Company's common stock reported on the Nasdaq National Market on May 8, 2002 ($17.03 per share). - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Registration of Additional Securities. Pursuant to this registration statement, EXCO Resources, Inc. (the "Company" or the "Registrant") hereby registers an additional 1,300,000 shares of its common stock, par value $0.02, for issuance under the EXCO Resources, Inc. 1998 Stock Option Plan, as amended. The current registration of 1,300,000 shares of common stock will increase the number of shares registered for issuance under the Registrant's 1998 Stock Option Plan to 3,500,000 shares. Pursuant to General Instruction E of Form S-8, this registration statement incorporates by reference the contents of EXCO Resources, Inc.'s registration statement on Form S-8, Registration No. 333-64331, filed with the Securities and Exchange Commission on September 25, 1998 and EXCO Resources, Inc.'s registration statement on Form S-8, Registration No. 333-59596, filed with the Securities and Exchange Commission on April 25, 2001. Pursuant to the General Instruction E of Form S-8, all information that has been incorporated from these registration statements is not repeated in this registration statement. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE EXCO Resources, Inc. hereby incorporates by reference the following documents filed with the Securities and Exchange Commission (the "Commission"): a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; b) The Company's Current Report on Form 8-K dated December 18, 2001 and filed January 2, 2002; c) Amendment No. 1 to the Company's Current Report on Form 8-K dated December 18, 2001 and filed February 14, 2002; d) The Company's Current Report on Form 8-K dated April 26, 2001 and filed May 10, 2001; e) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 filed on April 21, 1980; and f) All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date such documents are filed. 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 of this Registration Statement 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 in this Registration Statement modifies or supersedes such statement. ITEM 8. EXHIBITS Exhibit No. Description of Exhibits - ----------- ----------------------- 4.1 Restated Articles of Incorporation of EXCO, filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. 4.2 Restated By-laws of EXCO, as amended, filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. 4.3 Specimen Stock Certificate for the Common Stock of EXCO filed as an Exhibit to EXCO's Form S-3/A filed on June 2, 1998 and incorporated by reference herein. 4.4 EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix A to EXCO's Proxy Statement dated March 17, 1998 and incorporated by reference herein. 4.5 Amendment No.1 to the EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 10.10 to EXCO's Form 10-Q dated May 17, 1999 and incorporated by reference herein. 4.6 Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 4.6 to Form S-8 filed on April 26, 2001 and incorporated by reference herein. 4.7 Statement of Designation of 5% Convertible Preferred Stock, dated June 21, 2001, filed as an Exhibit to EXCO's Form 8-K/A filed June 29, 2001 and incorporated by reference herein. 4.8* Amendment No. 3 to EXCO Resources, Inc. 1998 Stock Option Plan. 5.1* Opinion of Haynes and Boone, LLP with respect to validity of the issuance of the securities. 23.1* Consent of Independent Accountants, Ernst & Young LLP. 23.2* Consent of Haynes and Boone, LLP (included in Exhibit 5.1). 23.3* Consent of Lee Keeling and Associates, Inc. 23.4* Consent of Independent Accountants, KPMG LLP. 24.1* Power of attorney of the directors of the Company (included on the signature page of the Registration Statement). - --------------- * Filed herewith SIGNATURES AND POWER OF ATTORNEY THE COMPANY: Pursuant to the requirements of the Securities Act of 1933, the Company 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 the City of Dallas, State of Texas, on the 8th day of May, 2002. EXCO RESOURCES, INC. By: /s/ DOUGLAS H. MILLER -------------------------------------- Name: Douglas H. Miller Title: Chairman of the Board of Directors and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Douglas H. Miller and T.W. Eubank, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this Registration Statement on Form S-8 under the Securities Act of 1933, including any amendment or amendments relating thereto (and any additional Registration Statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, including any amendment or amendments relating thereto), with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done. 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 the 8th day of May, 2002. Signature Title - --------- ----- /s/ DOUGLAS H. MILLER Chairman of the Board of Directors, and Chief - ----------------------------- Executive Officer Douglas H. Miller /s/ T.W. EUBANK Director, President and Treasurer - ----------------------------- T.W. Eubank /s/ J. DOUGLAS RAMSEY Director, Vice President and Chief Financial - ----------------------------- Officer (Principal Financial Officer) J. Douglas Ramsey, Ph.D. /s/ J. DAVID CHOISSER Vice President and Chief Accounting Officer - ----------------------------- (Principal Accounting Officer) J. David Choisser /s/ JEFFREY D. BENJAMIN Director - ----------------------------- Jeffrey D. Benjamin /s/ EARL E. ELLIS Director - ----------------------------- Earl E. Ellis /s/ J. MICHAEL MUCKLEROY Director - ----------------------------- J. Michael Muckleroy /s/ BOONE PICKENS Director - ----------------------------- Boone Pickens /s/ STEPHEN F. SMITH Director - ----------------------------- Stephen F. Smith EXHIBIT INDEX
Exhibit No. Description of Exhibits - ----------- ----------------------- 4.1 Restated Articles of Incorporation of EXCO, filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. 4.2 Restated By-laws of EXCO, as amended, filed as an Exhibit to EXCO's Form S-3/A filed June 2, 1998 and incorporated by reference herein. 4.3 Specimen Stock Certificate for the Common Stock of EXCO filed as an Exhibit to EXCO's Form S-3/A filed on June 2, 1998 and incorporated by reference herein. 4.4 EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix A to EXCO's Proxy Statement dated March 17, 1998 and incorporated by reference herein. 4.5 Amendment No. 1 to the EXCO Resources, Inc. 1998 Stock Option Plan, filed as Exhibit 10.10 to EXCO's 10-Q dated May 17, 1999 and incorporated by reference herein. 4.6 Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option Plan filed as Exhibit 4.6 to Form S-8 filed on April 26, 2001 and incorporated by reference herein. 4.7 Statement of Designation of 5% Convertible Preferred Stock, dated June 21, 2001, filed as an Exhibit to EXCO's Form 8-K/A filed June 29, 2001 and incorporated by reference herein. 4.8* Amendment No. 3 to EXCO Resources, Inc. 1998 Stock Option Plan. 5.1* Opinion of Haynes and Boone, LLP with respect to validity of the issuance of the securities. 23.1* Consent of Independent Accountants, Ernst & Young LLP. 23.2* Consent of Haynes and Boone, LLP (included in Exhibit 5.1). 23.3* Consent of Lee Keeling and Associates, Inc. 23.4* Consent of Independent Accountants, KPMG LLP. 24.1* Power of attorney of the directors of the Company (included on the signature page of the Registration Statement).
- --------------- * Filed herewith EX-4.8 3 a2078863zex-4_8.txt EXHIBIT 4.8 Exhibit 4.8 Amendment No. 3 to EXCO Resources, Inc.'s 1998 Stock Option Plan Article 5 of the EXCO Resources, Inc. 1998 Stock Option Plan is hereby amended to read as follows: "ARTICLE 5: Shares Subject to Plan. Subject to adjustment as provided in ARTICLES 13 and 14, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is (a) three million, five hundred thousand (3,500,000); plus (b) shares of Common Stock previously subject to Awards which are forfeited, terminated, or expired unexercised; plus (c) without duplication for shares counted under the immediately preceding clause, a number of shares of Common Stock equal to the number of shares repurchased by the Company in the open market or otherwise and having an aggregate repurchase price no greater than the amount of cash proceeds received by the Company from the sale of shares of Common Stock under the Plan; plus (d) any shares of Common Stock surrendered to the Company in payment of the exercise price of options issued under the Plan. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan." EX-5.1 4 a2078863zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 [HAYNES AND BOONE, LLP LETTERHEAD] May 6, 2002 EXCO Resources, Inc. 6500 Greenville Avenue Suite 600, LB 17 Dallas, Texas 75206 Gentlemen: We have acted as counsel to EXCO Resources, Inc., a Texas corporation (the "COMPANY") in connection with the preparation of the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 1,300,000 additional shares of Common Stock, par value $0.02 per share (the "COMMON STOCK"), of the Company that may be issued pursuant to the EXCO Resources, Inc. 1998 Stock Option Plan, as amended (the "STOCK OPTION PLAN"). The law covered by the opinions expressed herein is limited to the Federal law of the United States and the General Corporation Law of the State of Texas. In connection therewith, we have examined (i) the Restated Articles of Incorporation and Restated Bylaws of the Company; (ii) minutes and records of the corporate proceedings of the Company with respect to the adoption of the Stock Option Plan and the granting of awards thereunder; and (iii) such other documents as we have deemed necessary for the expression of the opinion 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 the exercise prices of all stock options that may be granted under the Stock Option Plan 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 Restated Articles of Incorporation, Restated Bylaws, 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 additional shares of Common Stock covered by the Registration Statement which may be issued from time to time in accordance with the terms of the Stock Option Plan have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Stock Option Plan and any related option or other applicable agreements, will be validly issued, fully paid and nonassessable. We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this opinion as an exhibit to the Registration Statement, and to the filing of this opinion with any other appropriate governmental agency. Very truly yours, /s/ HAYNES AND BOONE, LLP Haynes and Boone, LLP EX-23.1 5 a2078863zex-23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement of EXCO Resources, Inc. on Form S-8 of our report dated March 1, 2002, with respect to the consolidated financial statements of EXCO Resources, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission and our report dated February 8, 2002, with respect to the statement of operating revenues and direct operating expenses of the PrimeWest Properties acquired by Addison Energy Inc. included in the Current Report on Form 8-K/A dated December 18, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Dallas, Texas May 8, 2002 EX-23.3 6 a2078863zex-23_3.txt EXHIBIT 23.3 Exhibit 23.3 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Lee Keeling and Associates, Inc. ("Lee Keeling") hereby consents to references to Lee Keeling as expert and to its reserve reports and to information depicted in the Annual Report on Form 10-K for the year ended December 31, 2001, for EXCO Resources, Inc., a Texas corporation, that was derived from our reserve reports, incorporated by reference in this Registration Statement of EXCO Resources, Inc. on Form S-8 to be filed with the Securities and Exchange Commission on or about May 8, 2002. By: /s/ KENNETH RENBERG ---------------------------------- Tulsa, Oklahoma Kenneth Renberg, Vice President May 7, 2002 EX-23.4 7 a2078863zex-23_4.txt EXHIBIT 23.4 Exhibit 23.4 ACCOUNTANTS' CONSENT The Board of Directors EXCO Resources, Inc. We consent to the incorporation by reference of our report dated March 9, 2001, except for notes 9 and 10, which are as of April 26, 2001, on the balance sheets of Addison Energy Inc. as at December 31, 2000 and 1999, and the related statements of operations and retained earnings and cash flows for each of the years in the three-year period ended December 31, 2000. /s/ KPMG LLP Chartered Accountants Calgary, Canada May 8, 2002 -----END PRIVACY-ENHANCED MESSAGE-----