S-8 POS 1 cwei01810s8pos.htm OUTSIDE DIRECTOR STOCK OPTION PLAN cwei01810s8pos.htm
As filed with the Securities and Exchange Commission on January 8, 2010

 
Registration No. 33-68316             
 

 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
CLAYTON WILLIAMS ENERGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 (State or other jurisdiction of
 incorporation or organization)
  
75-2396863
(I.R.S. Employer Identification No.)
6 Desta Drive, Suite 6500
Midland, Texas 79705
(Address of principal executive offices, including zip code)
 
OUTSIDE DIRECTORS STOCK OPTION PLAN OF
CLAYTON WILLIAMS ENERGY, INC.
 (Full title of the plan)

Clayton W. Williams, Jr.
President and Chief Executive Officer
Clayton Williams Energy, Inc.
6 Desta Drive, Suite 6500
Midland, Texas 79705
 (432) 682-6324
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
copy to:
 
Vinson & Elkins L.L.P.
The Terrace 7
2801 Via Fortuna, Suite 100
Austin, TX 78746
Attn: William R. Volk
 
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer                             Accelerated filer   ý               Non-accelerated filer                                            Smaller Reporting Company    







 
PART I

DEREGISTRATION OF SHARES

This Post-Effective Amendment No. 1 relates to the registration of shares of common stock, par value $0.10 per share (the “Shares”), of Clayton Williams Energy, Inc. (the “Registrant”) pursuant to the Registration Statement on Form S-8, file number 33-68316 (the “Registration Statement”), relating to the Outside Directors Stock Option Plan of Clayton Williams Energy, Inc. (the “Plan”).

The Registrant’s board of directors has amended the Plan, effective December 17, 2009, to reduce the aggregate number of Shares that are authorized and reserved for future issuances upon exercise of stock options under the Plan to 26,000 Shares.  Accordingly, the Registrant files this Post-Effective Amendment No. 1 for the purpose of removing from registration under the Securities Act of 1933, as amended (the “Securities Act”), all Shares (other than the 26,000 Shares referenced above) previously registered under the Registration Statement, which remain unissued as of the date of this Post-Effective Amendment No. 1.


PART II

Item 8.                      Exhibits.

Exhibit Number
Description
10.1
Amendment to Outside Directors Stock Option Plan
24.1
Power of Attorney
   

 
 



 
 
 


SIGNATURES
 
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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on the 8th day of January, 2010.
 
 
CLAYTON WILLIAMS ENERGY, INC.
   
   
 
By:
/s/ Mel G. Riggs
  
   
Mel G. Riggs
   
Senior Vice President – Finance,
Secretary, Treasurer and Chief Financial Officer
 
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated. 
 
Signature
  
Title
  
Date
         
/s/ Clayton W. Williams, Jr.
  
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
 
  
January 8, 2010
Clayton W. Williams, Jr.
        
         
/s/ Mel G. Riggs
  
Director, Senior Vice President – Finance,
Secretary, Treasurer and Chief Financial Officer
(Principal Financial Officer)
 
  
January 8, 2010
Mel G. Riggs
        
         
/s/ Michael L. Pollard
  
Vice President and Principal Accounting Officer
(Principal Accounting Officer)
  
January 8, 2010
Michael L. Pollard
        
         
/s/ Ted Gray, Jr. *
  
Director
  
January 8, 2010
Ted Gray, Jr.
        
         
/s/ L. Paul Latham
  
Director
  
January 8, 2010
L. Paul Latham
        
         
/s/ Davis L. Ford *
  
Director
  
January 8, 2010
Davis L. Ford
        
         
/s/ Robert L. Parker *
  
Director
  
January 8, 2010
Robert L. Parker
        
         
/s/ Jordan R. Smith *
  
Director
  
January 8, 2010
Jordan R. Smith
        
         
*  /s/ L. Paul Latham
        
L. Paul Latham,
Attorney-In-Fact
        
 
 

 
 
 



EXHIBIT INDEX

Exhibit Number
Description
10.1
Amendment to Outside Directors Stock Option Plan
24.1
Power of Attorney