FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PETROCORP INCORPORATED
(exact name of registrant as specified in its charter)
Texas 76-0380430
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6733 South Yale
Tulsa, Oklahoma 74136
(Address of Principal Executive Offices) (Zip code)
PetroCorp Incorporated 2000 Stock Option Plan
(Full Title of Plan)
Tamara R. Wagman
Frederic Dorwart, Lawyers
Old City Hall
124 East Fourth Street
Tulsa, Oklahoma 74103-5010
(Name and Address of agent for service)
(918) 583-9922
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
________________________________________________________________________________
Title of Amount to Proposed Maximum Proposed Maximum Amount
Securities be registered** offering price per aggregate of
to be unit* offering price* registration fee*
Registered
________________________________________________________________________________
Common Stock,
$.01 par value 600,000 $9.625 $5,775,000 $1,605.45
*Estimated pursuant to Rule 457(c).
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information required by Item 1 of Form S-8 will be
sent or given to employees 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 423.
These documents and the 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, any of the other documents
required to be delivered to Plan participants pursuant to Rule 428(b), and any
additional information about the Plan and its administrators are available
without charge by contacting:
PetroCorp Incorporated
6733 South Yale
Tulsa, Oklahoma 74136
Attn: Steve Amos
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
PetroCorp Incorporated has registered its Common Stock under Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"), initially filed
with the SEC on August 26, 1993 on Form S-1 (No. 33-36972) and is currently
subject to the informational requirements of the Exchange Act. The following
documents have been filed with the Securities Exchange Commission ("Commission")
by PetroCorp Incorporated and are hereby incorporated by reference:
(a) 1999 Annual Report on Form 10-K filed with the Commission on March 29,
2000.
(b) 2000 Quarterly Report on Form 10-Q for the three months ended March 31,
2000 filed with the Commission on May 11, 2000.
(c) 2000 Quarterly Report on Form 10-Q for the three months ended June 30, 2000
filed with the Commission on August 11, 2000.
(d) 2000 Quarterly Report on Form 10-Q for the three months ended September 30,
2000 filed with the Commission on November 8, 2000.
(e) The description of PetroCorp Incorporated's capital stock contained on page
2 in Registration Statement on Form S-1, as amended by filings on Form 8,
filed under the Exchange Act (Registration No. 33-36927), including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by PetroCorp Incorporated pursuant to
Section 13(a), 13(c), 14 and 15 (d) of the Exchange Act, 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 herein by reference and to be a part hereof from the date of
filing such documents.
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 hereof to the extent that a statement contained herein, or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Restated Articles of Incorporation provide that the liability
of the directors for monetary damages shall be limited to the fullest extent
permissible under Texas Law. Texas law and the Company's Restated Articles of
Incorporation provide the Company with broad powers and authority to indemnify
its directors and officers and to purchase and maintain insurance for such
purposes. Pursuant to such authority, PetroCorp Incorporated has purchased
insurance against certain costs of indemnification of its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
4.0 PetroCorp Incorporated 2000 Stock Option Plan.
5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether the Common
Stock registered herein, when sold, will be legally issued, fully paid
and non-assessable.
23.0 Consent of Frederic Dorwart, Lawyers (included in the Opinion filed as
Exhibit 5.0).
23.1 Consent of PricewaterhouseCoopers L.L.P.
24.0 Power of Attorney. See pages vii.
99.0 1999 Annual Report on Form 10-K filed with the Commission on March 29,
2000 is incorporated herein by this reference.
99.1 2000 Quarterly Report on Form 10-Q for the three months ended March
31, 2000 filed with the Commission on May 11, 2000 is incorporated
herein by this reference.
99.2 2000 Quarterly Report on Form 10-Q for the three months ended June 30,
2000 filed with the Commission on August 11, 2000 is incorporated
herein by this reference.
99.3 2000 Quarterly Report on Form 10-Q for the three months ended
September 30, 2000 filed with the Commission on November 8, 2000 is
incorporated herein by this reference.
99.4 The description of PetroCorp Incorporated's capital stock contained on
page 2 in Registration Statement on Form S-1, as amended by filings on
Form 8, filed under the Exchange Act (Registration No. 33-26972),
including any amendment or report filed for the purpose of updating
such description is incorporated herein by this reference.
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 to;
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration
statement; and
(iii)include any additional or changed material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) or the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering for such securities at the time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of 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 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 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 it 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.
SIGNATURES
Pursuant to the requirement 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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tulsa, State of Oklahoma on the 19
day of December, 2000.
PETROCORP INCORPORATED
By: /s/ Steven R. Berlin
Steven R. Berlin, Chief Financial Officer,
Secretary, and Treasurer
(On behalf of the Registrant and as the
Principal Financial 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 dates indicated.
Signature Title Date
/s/ Gary R. Christopher President and Chief Executive Officer December 7, 2000
Gary R. Christopher Director
/s/ Steven E. Amos Corporate Controller December 7, 2000
Steven E. Amos
/s/ Thomas N. Amonett Director December 7, 2000
Thomas N. Amonett
/s/ Mark W. Files Director December 7, 2000
Mark W. Files
_____________________ Director December 7, 2000
W. Neil McBean
/s/ Stephen M. McGrath Director December 7, 2000
Stephen M. McGrath
/s/ Lealon L. Sargent Director December 7, 2000
Lealon L. Sargent
______________________ Director December 7, 2000
Robert C. Thomas
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of December 19, 2000.
PETROCORP INCORPORATED
2000 STOCK OPTION PLAN
By:/s/ Gary R. Christopher
Gary R. Christopher, President
and Chief Executive Officer
By:/s/ Steven R. Berlin
Steven R. Berlin,
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Steven R.
Berlin and Steven E. Amos, or either of them, to file one or more amendments
(including post-effective amendments) to the Registration Statement, which
amendments may make such changes in the Registration Statement as Steven R.
Berlin or Steven E. Amos deems appropriate, and each such person hereby appoints
Steven R. Berlin and Steven E. Amos, or either of them, as attorney-in-fact to
execute in the name and on behalf of each person individually, and in each
capacity stated below, any such amendment to the Registration Statement.
Signature Title Date
/s/ Gary R. Christopher President and Chief Executive Officer December 7, 2000
Gary R. Christopher Director
/s/ Steven R. Berlin Chief Financial Officer, Secretary, December 7, 2000
Steven R. Berlin Treasurer
/s/ Steven E. Amos Corporate Controller December 7, 2000
Steven E. Amos
/s/ Thomas N. Amonett Director December 7, 2000
Thomas N. Amonett
/s/ Mark W. Files Director December 7, 2000
Mark W. Files
_____________________ Director December 7, 2000
W. Neil McBean
/s/ Stephen M. McGrath Director December 7, 2000
Stephen M. McGrath
/s/ Lealon L. Sargent Director December 7, 2000
Lealon L. Sargent
_____________________ Director December 7, 2000
Robert C. Thomas
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.0 PetroCorp Incorporated 2000 Stock Option Plan
5.0 Opinion of Frederic Dorwart, Lawyers, regarding whether the Common Stock
registered herein, when sold, will be legally issued, fully paid, and
non-assessable
23.0 Consent of Frederic Dorwart, Lawyers, (included in the opinion filed as
Exhibit 5.0)
23.1 Consent of PricewaterhouseCoopers LLP
24.0 Power of Attorney