As filed with the Securities and Exchange Commission on May 26, 1994
Registration No. 33-
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HONDO OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-1998768
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
410 East College Boulevard, Roswell, New Mexico 88201
(Address of principal executive offices) (Zip Code)
HONDO OIL & GAS COMPANY 1993 STOCK INCENTIVE PLAN
(Full title of the Plan)
Charles B. McDaniel
Hondo Oil & Gas Company
410 East College Boulevard
Roswell, New Mexico 88201
(Name and address of agent for service)
(505) 625-8700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
______________________________________________________________________
Common Stock,
$1.00 par value 350,000 (1) $11.31 (2) $3,958,500 $1,365
(1) This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, options or rights to purchase or
acquire the shares of Common Stock that may be granted under the Plan,
and, pursuant to Rule 416, an additional indeterminate number of
shares which by reason of certain events specified in the Plan may
become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price was calculated
based upon the average of the high and low sales prices of the Common
Stock as reported on the American Stock Exchange as of May 24, 1994.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part
I (plan information and registrant information) will be sent or given
to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such
documents need not be 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. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Incorporation of Documents by Reference
The following documents filed with the Commission by
Registrant are incorporated by reference herein:
(a) Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.
(b) Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1993 and March 31, 1994 and Current Report on
Form 8-K dated October 12, 1993.
(c) The Company's Form 8A dated September 3, 1985, with
respect to the Company's Common Stock and any amendment or
report filed for the purpose of updating such description.
All documents filed by Registrant pursuant to sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of the
Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement
and to be part hereof from the respective dates of filing. Any
statement contained herein or in a document, all or a portion of which
is 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 herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or amended, to constitute a part of this
Registration Statement.
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ITEM 4 Description of Securities
The Common Stock of Registrant is registered under Section 12
of the Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5 Interests of Named Experts and Counsel
Certain matters with respect to the validity of the Common
Stock offered hereby have been passed upon for Registrant by C.B.
McDaniel. Mr. McDaniel is an officer and a director of Registrant,
and has been granted options under the 1993 Stock Incentive Plan.
ITEM 6 Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware empowers
Registrant to indemnify, subject to the standards and exceptions set
forth therein, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that the person
is or was a director, officer, employee or agent of Registrant, or is
or was serving as such with respect to another corporation at the
request of Registrant. Article XII of Registrant's Bylaws provides
that Registrant shall (and may with respect to agents and employees of
Registrant) indemnify and hold harmless to the fullest extent
permitted by the laws of Delaware any and all persons who serve or who
have served at any time as directors or officers of Registrant, or who
at the request of Registrant serve or at any time have served as
directors, officers, employees or agents of another corporation or of
a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, and their respective
heirs, executors and administrators against all costs, expenses,
liabilities and losses (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such persons in connection
therewith whether the basis of such proceeding is alleged action or
inaction in an official capacity or in any other capacity seeking
indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of Registrant. The Registrant
has purchased an insurance policy or policies insuring directors and
officers of the Registrant and its subsidiaries against certain of the
liabilities described in this Item.
Article Fifteenth of Registrant's Certificate of Incorporation
limits the liability of Registrant's directors to the full extent
permitted under Delaware law. Directors are not liable for monetary
damages for breach of fiduciary duty as a director except (i) for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
for unlawful payment of a dividend or unlawful stock purchase or
redemption, or (iv) for any transaction from which the director
derived an improper personal benefit.
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Lonrho Plc, an indirect beneficial owner of the Registrant, has
indemnified the directors of the Registrant against certain
environmental liabilities that are excluded from the liability
insurance policy or policies insuring the Registrant's directors and
officers.
ITEM 7 Exemption from Registration Claimed
Not applicable.
ITEM 8 Exhibits
Exhibits required by Item 601 of Regulation S-K are
incorporated by reference. Refer to Exhibit Index on
page 7.
4 Hondo Oil & Gas Company 1993 Stock Incentive Plan.
5 Opinion of C.B. McDaniel as to the legality of the
shares of Common Stock being registered, including
consent.
23.1 Consent of Ernst & Young.
23.2 Consent of Charles B. McDaniel included in his
opinion filed as Exhibit 5.
ITEM 9 Undertakings
A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1993;
(b) 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;
(c) 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)(a) and (A)(1)(b) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's 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 benefit 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.
C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant 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, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Roswell, State
of New Mexico, on May 26, 1994.
HONDO OIL & GAS COMPANY
By:/s/ J.J. Hoey
-------------------------------------
John J. Hoey
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signatures Title Date
------------------------ ---------------------- ---------------
/s/ Robert O. Anderson Chairman of the Board, May 26, 1994
Robert O. Anderson Director
/s/ I.P. Brownlow Vice President, Chief May 26, 1994
I.P. Brownlow Financial Officer and
Treasurer
/s/ J.J. Hoey President, Chief May 26, 1994
J.J. Hoey Executive Officer, Director
/s/ C.B. McDaniel Secretary, Director May 26, 1994
C.B. McDaniel
/s/ D.G. McNair Director* May 26, 1994
D.G. McNair
/s/ John F. Price Director* May 26, 1994
John F. Price
/s/ R.W. Rowland Director May 26, 1994
R.W. Rowland
/s/ P.G.B. Spicer Director* May 26, 1994
P.G.B. Spicer
/s/ Stanton J. Urquhart Vice President, Controller May 26, 1994
Stanton J. Urquhart
/s/ R.E. Whitten Director May 26, 1994
R.E. Whitten
--------------
* Member of Compensation and Benefits Committee
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EXHIBIT INDEX
HONDO OIL & GAS COMPANY
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT SUBJECT
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4 Hondo Oil & Gas Company 1993
Stock Incentive Plan.
5 Opinion of C.B. McDaniel as to
the legality of the shares of
Common Stock being registered,
including consent.
23.1 Consent of Ernst & Young.
23.2 Consent of Charles B. McDaniel
included in his opinion filed
as Exhibits 5.
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