-----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, Tnt0HW9LbrKTJ28Wd3K0D14IsS5DWcXBSB1o11njKRqCon68ZvYdAiWhnuqxysuy ukLHu4mXlyEC8Ju0ztNtpQ== 0000813779-08-000102.txt : 20081120 0000813779-08-000102.hdr.sgml : 20081120 20081120172715 ACCESSION NUMBER: 0000813779-08-000102 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081120 EFFECTIVENESS DATE: 20081120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRIMSON EXPLORATION INC. CENTRAL INDEX KEY: 0000813779 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 203037840 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-155532 FILM NUMBER: 081204725 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132367400 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST ENERGY INC DATE OF NAME CHANGE: 20010523 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST OIL CO DATE OF NAME CHANGE: 19960515 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST ENERGY INC// DATE OF NAME CHANGE: 19920924 S-8 1 form_s8.htm

As filed with the Securities and Exchange Commission on November 20, 2008

 

Registration No.
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_____________________

CRIMSON EXPLORATION INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-3037840

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

717 Texas Avenue, Suite 2900

Houston, Texas 77002

(713) 236-7400

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

 

Amended and Restated 2005 Stock Incentive Plan

 

(Full title of the plan)

 

 

E. JOSEPH GRADY

Senior Vice President and Chief Financial Officer

717 Texas Avenue, Suite 2900

Houston, Texas 77002

(713) 236-7400

(Name, address and telephone number of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if smaller reporting company)

Smaller reporting company x

 

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Amount to be
Registered(1)

Proposed
Maximum
Offering Price
Per Share

Proposed
Maximum
Aggregate
Offering Price

Amount of
Registration Fee

Common Stock $0.001 par value

1,000,000 shares(2)

$4.20(3)

$4,200,000

$166.00

(1)

Pursuant to Rule 416(a) under the Securities Act, there are also registered hereby additional common shares that may be offered to prevent dilution as a result of stock splits, stock dividends, or similar transactions relating to these shares.

(2)

Shares of the common stock of Crimson Exploration Inc. available for grant under the Amended and Restated 2005 Stock Incentive Plan. The registrant previously registered on Form S-8, Registration Statement No. 333-151902, 2,791,428 shares available for grant under the 2005 Stock Incentive Plan.

(3)

Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) under the Securities Act. Calculated on the basis of the average of the highest and lowest sale prices of the common stock on November 17, 2008, as reported by NASDAQ.

 

 

EXPLANATORY NOTE

Crimson Exploration Inc. (the “Company” or the “Registrant”) is filing this registration statement in accordance with Instruction E to Form S-8 to register additional shares of the Company’s common stock, par value $0.001, that may be issuable pursuant to its Amended and Restated 2005 Stock Incentive Plan, for which the Company previously filed a registration statement with the Securities and Exchange Commission (the “Commission”) on June 25, 2008 (Registration Statement No. 333-151902), as amended on September 5, 2008.

The contents of the Company’s original Registration on Form S-8, Registration Statement No. 333-151902, are incorporated by reference, except as revised herein.

ITEM 1.

PLAN INFORMATION

The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employee participants in the 2005 Stock Incentive Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and other documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

ITEM 2.

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b), or additional information about the Amended and Restated 2005 Stock Incentive Plan are available without charge by contacting:

Crimson Exploration Inc.

717 Texas Avenue, Suite 2900

Houston, Texas 77002

Attention: E. Joseph Grady

(713) 236-7400

ii

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
 

The following documents filed by the Company with the Commission are incorporated by reference herein:

 

•

Our Annual Report on Form 10-K for the year ended December 31, 2007, filed March 31, 2008, and as amended on Form 10-K/A August 8, 2008;

 

•

Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed November 12, 2008

 

•

Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed August 12, 2008, and as amended on Form 10-Q/A August 14, 2008;

 

•

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed May 14, 2008;

 

•

Our Current Report on Form 8-K filed September 11, 2008 pursuant to items 5.02 and 9.01;

 

•

Our Current Report on Form 8-K filed September 4, 2008 pursuant to items 5.02 and 9.01;

 

•

Our Current Report on Form 8-K filed July 10, 2008 pursuant to item 5.02;

 

•

Our Current Report on Form 8-K filed June 26, 2008 pursuant to items 8.01 and 9.01;

 

•

Our Current Report on Form 8-K filed June 4, 2008 pursuant to items 2.01, 2.03 and 9.01;

 

•

Our Current Report on Form 8-K filed May 2, 2008 pursuant to item 1.01;

 

•

Our Current Report on Form 8-K filed February 4, 2008 pursuant to item 5.02;

 

•

Our Current Report on Form 8-K filed January 24, 2008 pursuant to item 3.02;

 

•

Our Current Report on Form 8-K filed January 9, 2008 pursuant to (and solely with respect to) items 8.01 and 9.01 (exhibits 99.2 and 99.3);

 

•

Our Current Report on Form 8-K filed May 15, 2007 pursuant to items 1.01, 2.01, 2.03, 3.02, and 9.01, as amended by our Current Report on Form 8-K/A filed July 23, 2007 pursuant to item 9.01; and

 

•

The description of our common stock contained in our Registration Statement on Form 8-A/A filed

July 26, 2005, including any amendment or report filed for the purpose of updating such description.

The Company is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

All reports subsequently filed by the Company under 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 the securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof.

Any statement contained in a document incorporated or deemed 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 incorporated or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or

 

II-1

 

 

superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 8.

EXHIBITS.

Number

Description

4.1

Certificate of Incorporation of Crimson Exploration Inc., including Certificates of Designation, Preferences and Rights of the Series D Preferred Stock, Series E Cumulative Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock of Crimson Exploration Inc.(1)

4.2

Certificate of Amendment of Certificate of Incorporation of Crimson Exploration Inc. (2)

4.3

Bylaws of Crimson Exploration Inc.(1)

4.4

Form of Common Stock Certificate(1)

4.5

Form of 2005 Stock Incentive Plan Stock Option Agreement(3)

4.6

Form of 2005 Stock Incentive Plan Restricted Stock Award(4)

4.7

Form of 2005 Stock Incentive Plan Restricted Stock Award for Executive Officers(5)

4.8

Amended and Restated 2005 Stock Incentive Plan(6)

5

Opinion of Akin Gump Strauss Hauer & Feld LLP, filed herewith

23.1

Consent of Akin Gump Strauss Hauer & Feld LLP, included as part of Exhibit 5

23.2

Consent of Grant Thornton LLP, filed herewith

23.3

Consent of KPMG LLP, filed herewith

23.4

Consent of Netherland, Sewell & Associates, Inc., filed herewith

24

Power of Attorney (included on signature page of this Registration Statement)

 

(1)

Incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005.

(2)

Incorporated by reference to the Appendix to our Definitive Information Statement filed August 18, 2006.

(3)

Incorporated by reference to the exhibits to Amendment No. 1 of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005 filed April 27, 2006.

(4)

Incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 21, 2005.

(5)

Incorporated by reference to the exhibits to our Current Report on Form 8-K filed September 11, 2008.

(6)

Incorporated by reference to Exhibit A to our Definitive Information Statement filed September 25, 2008.

 

II-2

 

 

S I G N A T U R E S

Pursuant to the requirements of the Securities Act, 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 Form S-8 to be signed on its behalf by the undersigned, duly authorized, in the City of Houston, State of Texas, on the 20th day of November, 2008.

 

CRIMSON EXPLORATION INC.

 

 

 

By:

/s/ Allan D. Keel

 

 

Allan D. Keel

 

 

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below constitutes and appoints Allan D. Keel and E. Joseph Grady as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place, and stead, in any and all capacities to sign any and all amendments or supplements to this Registration Statement on Form S-8, and to file the same, and with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto 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 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, this Registration Statement has been signed below by the following persons and in the capacities and on the dates indicated.

Signature

 

Title

Date

 

 

 

 

/s/ Allan D. Keel

 

President, Chief Executive Officer

November 20, 2008

Allan D. Keel

 

and Director

 

 

 

 

 

/s/ E. Joseph Grady

 

Senior Vice President and

November 20, 2008

E. Joseph Grady

 

Chief Financial Officer

 

 

 

 

 

/s/ Terence Lynch

 

Chief Accounting Officer

November 20, 2008

Terence Lynch

 

 

 

 

 

 

 

/s/ B. James Ford

 

Director

November 20, 2008

B. James Ford

 

 

 

 

 

 

 

/s/ Adam C. Pierce

 

Director

November 20, 2008

Adam C. Pierce

 

 

 

 

 

 

 

/s/ Lee B. Backsen

 

Director

November 20, 2008

Lee B. Backsen

 

 

 

 

 

 

 

/s/ Lon McCain

 

Director

November 20, 2008

Lon McCain

 

 

 

 

 

II-3

 

 

EXHIBIT INDEX

Number

Description

4.1

Certificate of Incorporation of Crimson Exploration Inc., including Certificates of Designation, Preferences and Rights of the Series D Preferred Stock, Series E Cumulative Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock of Crimson Exploration Inc.(1)

4.2

Certificate of Amendment of Certificate of Incorporation of Crimson Exploration Inc. (2)

4.3

Bylaws of Crimson Exploration Inc.(1)

4.4

Form of Common Stock Certificate(1)

4.5

Form of 2005 Stock Incentive Plan Stock Option Agreement(3)

4.6

Form of 2005 Stock Incentive Plan Restricted Stock Award(4)

4.7

Form of 2005 Stock Incentive Plan Restricted Stock Award for Executive Officers(5)

4.8

Amended and Restated 2005 Stock Incentive Plan(6)

5

Opinion of Akin Gump Strauss Hauer & Feld LLP, filed herewith

23.1

Consent of Akin Gump Strauss Hauer & Feld LLP, included as part of Exhibit 5

23.2

Consent of Grant Thornton LLP, filed herewith

23.3

Consent of KPMG LLP, filed herewith

23.4

Consent of Netherland, Sewell & Associates, Inc., filed herewith

24

Power of Attorney (included on signature page of this Registration Statement)

 

(1)

Incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005.

(2)

Incorporated by reference to the Appendix to our Definitive Information Statement filed August 18, 2006.

(3)

Incorporated by reference to the exhibits to Amendment No. 1 of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005 filed April 27, 2006.

(4)

Incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 21, 2005.

(5)

Incorporated by reference to the exhibits to our Current Report on Form 8-K filed September 11, 2008.

(6)

Incorporated by reference to Exhibit A to our Definitive Information Statement filed September 25, 2008.

 

 

 

 

II-4

 

 

 

 EX-5 2 ex_5.htm EXHIBIT 5


EXHIBIT 5

 

 

November 20, 2008

 

Crimson Exploration Inc.

717 Texas Avenue, Suite 2900

Houston, Texas 77002

 

Re: Crimson Exploration Inc.

 

Registration Statement on Form S-8

 

Gentlemen:

 

We have acted as special counsel to Crimson Exploration Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on the date hereof. The Registration Statement relates to 1,000,000 additionalshares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which are available for grant under the Company’s Amended and Restated 2005 Stock Incentive Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

 

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We have also assumed that (i) the certificates for the Shares will conform to the specimen thereof filed as an exhibit to the Registration Statement and upon issuance will have been duly countersigned by the transfer agent and duly registered by the registrar for the Common Stock or, if uncertificated, valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company, (ii) each award agreement setting forth the terms of each award granted pursuant to the Plan is consistent with the Plan and has been duly authorized and validly executed and delivered by the parties thereto, (iii) at the time of each issuance of Shares, there will be sufficient shares of Common Stock authorized for issuance under the Company’s certificate of incorporation that have not otherwise been issued or reserved or committed for issuance, (iv) the price per share paid for Shares issued pursuant to the Plan is not less than the par value of the Shares, (v) all applicable state and foreign securities laws will be complied with as of any exercise date with respect to the Plan, and (vi) all options and other awards under the 2004 Stock Option and Compensation Plan will be forfeited, cancelled or will expire without any shares available under such plan being issued, such that the shares of Common Stock available under such plan may be added to the number of shares which may be issued under the Plan, as contemplated by Section 4.1 thereof.

 

 

 

Crimson Exploration Inc.

November 20, 2008

Page 2

 

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that the Shares will, if, as, and when such shares are issued and delivered upon payment therefor in the manner contemplated by such Plan and the applicable award agreement, be duly authorized, validly issued, fully paid and non-assessable.

 

We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. As used herein “General Corporation Law of the State of Delaware” includes the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws, and we do not express any opinion herein concerning any other law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. We also consent to your filing a copy of this opinion as an exhibit to the Registration Statement.

Very truly yours,

 

 

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

 

 

 

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EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our reports dated March 31, 2008 with respect to the consolidated financial statements of Crimson Exploration Inc. appearing in the 2008 Annual Report of Crimson Exploration Inc. to its shareholders and with respect to the schedule included in the Annual Report on Form 10-K, and as amended on Form 10-K/A, for the year ended December 31, 2007 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

 

/s/ GRANT THORNTON LLP

Houston, Texas

November 20, 2008

 

 

 

 EX-23 5 ex23_3.htm EXHIBIT 23.3

EXHIBIT 23.3

 

Independent Auditors’ Consent

 

We consent to the incorporation by reference in the registration statement on Form S-8 relating to the Crimson Exploration Inc. Amended and Restated 2005 Stock Incentive Plan, of our report dated July 20, 2007, with respect to the combined statements of revenues and direct operating expenses of STGC Properties, for each of the years in the three-year period ended December 31, 2006, which report appears in the Form 8-K/A of Crimson Exploration Inc. dated May 15, 2007.

 

The combined statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as disclosed in Note 1. These combined statements are not intended to be a complete presentation of STGC Properties’ revenues and expenses.

 

 

/s/ KPMG LLP

 

November 14, 2008

Houston, Texas

 

 

 

 EX-23 6 ex23_4.htm EXHIBIT 23.4

EXHIBIT 23.4

 

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

 

 

We hereby consent to the use of the name Netherland, Sewell & Associates, Inc., to references to Netherland, Sewell & Associates, Inc. as independent petroleum engineers, and to the incorporation by reference of information contained in our reports as of December 31, 2007, included in the Annual Report on Form 10-K/A of Crimson Exploration Inc, in the registration statement on Form S-8 relating to the registration of 1,000,000 additional shares of the common stock of Crimson Exploration Inc. under its amended and restated 2005 Stock Incentive Plan.

 

 

NETHERLAND, SEWELL & ASSOCIATES, INC.

 

 

                

 

By:

/s/ Danny D. Simmons

 

 

Danny D. Simmons, P.E.

 

 

President and Chief Operating Officer

 

 

Houston, Texas

November 20, 2008

 

 

 

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