-----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, BaJRfP+W8RXJTPFshB4O67ZneZ/5ORZxdFGrXWCxmMCcs3dYQHfpIwHoDxTepszT CE8KGcXSf4ZskI0PaSQCZw== 0000950134-96-004803.txt : 19960913 0000950134-96-004803.hdr.sgml : 19960913 ACCESSION NUMBER: 0000950134-96-004803 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960912 EFFECTIVENESS DATE: 19960912 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-68318 FILM NUMBER: 96628979 BUSINESS ADDRESS: STREET 1: SIX DESTA DR STE 3000 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 9156826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 3000 CITY: MIDLAND STATE: TX ZIP: 79705 S-8 POS 1 POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on September 12, 1996 Registration No. 33-68318 ================================================================================ 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 issuer as specified in its charter) DELAWARE 75-2396863 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) SIX DESTA DRIVE, SUITE 3000 79705 MIDLAND, TEXAS (Zip Code) (Address of principal executive offices) 1993 STOCK COMPENSATION PLAN OF CLAYTON WILLIAMS ENERGY, INC. (Full Title of the Plan) ------------------------- CLAYTON W. WILLIAMS, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER CLAYTON WILLIAMS ENERGY, INC. SIX DESTA DRIVE, SUITE 3000 MIDLAND, TEXAS 79705 (915) 682-6324 (Name and address, including zip code, and telephone number, including area code, of agent for service) Copies to: RICHARD T. MCMILLAN COTTON, BLEDSOE, TIGHE & DAWSON 500 WEST ILLINOIS, SUITE 300 MIDLAND, TEXAS 79701 ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. CALCULATION OF REGISTRATION FEE
================================================================================ PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE - -------------------------------------------------------------------------------- Common Stock, $.10 par value.... 600,000 $9.875 $5,925,000 $2,043.10 ================================================================================
(1) Estimated solely for the purpose of computing the registration fee and computed in accordance with Rule 457(h) based upon the price of securities of the same class as reported on The Nasdaq Stock Market's National Market on September 10, 1996. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: (The following replaces the information in Part I of Registration Statement on Form S-8, file number 33- 68318). The document(s) containing the information concerning the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. required by Item 1 of Form S-8 and the statement of availability of Registrant information and other information required by Item 2 of this Form will be sent or given to employees as specified by Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant, Clayton Williams Energy, Inc. (the "Company"), shall furnish to the Commission or its staff a copy or copies of any or all of the documents included in such file. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT INCORPORATION BY REFERENCE The contents of Part II of the Registration Statement on Form S-8 relating to the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. filed on August 31, 1993, file number 33-68318, are incorporated herein by reference. 2 3 ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibits - ----------- ----------------------------------------------------------------- 5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation, as to original 298,200 shares. 5.2** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation, as to the 600,000 shares registered by this Amendment No. 1. 10.1* 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. (previously filed as Exhibit 28.1). 10.2*** First Amendment to 1993 Stock Compensation Plan. 23.1* Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation (such consent is included in the Opinion filed as Exhibit 5.1 to this Registration Statement). 23.2** Consent of Arthur Andersen LLP. 23.3** Consent of Williamson Petroleum Consultants, Inc. 23.4** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation (such consent is included in the Opinion filed as Exhibit 5.2 to this Registration Statement). 24.1* Power of Attorney (previously filed as Exhibit 25.1). 24.2* Certified copy of resolution of Board of Directors of Clayton Williams Energy, Inc. authorizing signature pursuant to Power of Attorney (previously filed as Exhibit 25.2).
- ----------------------------- * Previously filed. ** Filed herewith. *** This exhibit is incorporated by reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 1995. 3 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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on September 12, 1996. CLAYTON WILLIAMS ENERGY, INC. (Registrant) By: /s/ L. Paul Latham -------------------------------------------- L. Paul Latham, Executive Vice President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/Clayton W. Williams, Jr.* Chairman of the Board, President, September 12, 1996 - ---------------------------- Chief Executive Officer and Clayton W. Williams, Jr. Director /s/L. Paul Latham Executive Vice President, Chief September 12, 1996 - ------------------------------- Operating Officer and Director L. Paul Latham /s/Mel G. Riggs* Senior Vice President-Finance, September 12, 1996 - ------------------------------- Secretary, Treasurer, Chief Mel G. Riggs Financial Officer and Director /s/Stanley S. Beard* Director September 12, 1996 - ------------------------------- Stanley S. Beard /s/William P. Clements, Jr.* Director September 12, 1996 - ------------------------------- William P. Clement, Jr.
4 5
SIGNATURE TITLE DATE - --------- ----- ---- /s/Robert L. Parker* Director September 12, 1996 - ------------------------------ Robert L. Parker *By:/s/L. Paul Latham -------------------------- L. Paul Latham, Attorney-in-Fact
5 6 INDEX TO EXHIBITS
Exhibit No. Description of Exhibits - ----------- ----------------------------------------------------------------- 5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation, as to original 298,200 shares. 5.2** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation, as to the 600,000 shares registered by this Amendment No. 1. 10.1* 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. (previously filed as Exhibit 28.1). 10.2*** First Amendment to 1993 Stock Compensation Plan. 23.1* Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation (such consent is included in the Opinion filed as Exhibit 5.1 to this Registration Statement). 23.2** Consent of Arthur Andersen LLP. 23.3** Consent of Williamson Petroleum Consultants, Inc. 23.4** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional Corporation (such consent is included in the Opinion filed as Exhibit 5.2 to this Registration Statement). 24.1* Power of Attorney (previously filed as Exhibit 25.1). 24.2* Certified copy of resolution of Board of Directors of Clayton Williams Energy, Inc. authorizing signature pursuant to Power of Attorney (previously filed as Exhibit 25.2).
- --------------- * Previously filed. ** Filed herewith. *** This exhibit is incorporated by reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 1995. EX-5.2 2 OPINION OF COTTON, BLEDSOE, TIGHE & DAWSON 1 [COTTON, BLEDSOE, TIGHE & DAWSON LETTERHEAD] EXHIBIT 5.2 September 12, 1996 Clayton Williams Energy, Inc. 6 Desta Drive, Suite 3000 Midland, Texas 79705 Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-8 1993 Stock Compensation Plan Gentlemen: We have acted as counsel for Clayton Williams Energy, Inc., a Delaware corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 600,000 shares (the "Shares") of the common stock, par value $0.10 per share (the "Common Stock") of the Company to be sold to the holders of non-qualifying stock options pursuant to the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. (the "Plan"). A Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the Registration Statement, as amended, referred to herein as the "Amendment") covering the sale of the Shares is being filed under the Act with the Securities and Exchange Commission (the "Commission"). In reaching the conclusions expressed in this opinion, we have examined signed copies of the Amendment and all exhibits thereto. We have also examined and relied upon originals or copies certified to our satisfaction, of (i) the Restated Certificate of Incorporation and Bylaws of the Company, as amended, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares and related matters, (iii) the Plan, and (iv) such other agreements and instruments relating to the Company as we have deemed necessary or appropriate for the purposes of the opinions hereinafter expressed. In rendering such 2 Clayton Williams Energy, Inc. Page 2 September 12, 1996 opinions, we have relied, to the extent we deemed reasonable, on certificates and certain other information provided to us by officers of the Company and public officials as to matters of fact of which the maker of such certificates or the person providing such information had knowledge, without investigation or verification thereof. Furthermore, in rendering such opinions we have assumed that the signatures on all documents examined by us are genuine, that all documents and corporate record books submitted to us as originals are authentic, accurate and complete, and that all documents submitted to us as copies are true, correct and complete copies of the originals thereof. Based solely upon the foregoing, subject to the assumptions, limitations and qualifications set forth herein, and specifically limited in all respects to the laws of the State of Texas, of the United States of America and the General Corporation Law of the State of Delaware, we are of the opinion that the Shares of the Company registered pursuant to the Amendment have been duly and validly authorized by the Company, and when paid for, issued or sold and delivered in accordance with the terms of the Plan such Shares will be legally issued, fully paid and nonassessable. Please note in this regard that we are not licensed to practice law in the State of Delaware, but we have reviewed Delaware law in connection with the opinions expressed herein. We hereby consent to the use of this opinion as an exhibit to the Amendment. In giving this consent we do not thereby admit that we come within the category of persons whose consent is required under the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is rendered only to the Company and solely for the benefit of the Company and the Commission in connection with the registration and the issuance of the Shares pursuant to the Amendment and the Plan, respectively. This opinion may not be otherwise used, circulated, quoted, relied upon, or referred to by you or the Commission for any other purpose or by any other person, firm or corporation for any purpose, without our prior written consent. Yours very truly, COTTON, BLEDSOE, TIGHE & DAWSON By: /s/ Richard T. McMillan Richard T. McMillan RTM:bh EX-23.2 3 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 of our report dated March 8, 1996, included in Clayton Williams Energy, Inc.'s Form 10-K for the year ended December 31, 1995, and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Dallas, Texas September 12, 1996 EX-23.3 4 CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ENGINEERS As independent engineering consultants, we hereby consent to the use of our report entitled "Evaluation of Domestic Oil and Gas Reserves to the Interests of Clayton Williams Energy, Inc., Effective December 31, 1995, for Disclosure to the Securities and Exchange Commission, Utilizing Aries Software, Williamson Project 5.8330" dated January 30, 1996, and data extracted therefrom (and all references to our Firm) included in or made a part of the Form 10-K Annual Report which is incorporated by reference into this Post-Effective Amendment No. 1 to Registration Statement on Form S-8, file number 33-68318, to be filed by Clayton Williams Energy, Inc. with the Securities and Exchange Commission for the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.. WILLIAMSON PETROLEUM CONSULTANTS, INC. Houston, Texas September 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----