AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Number)
6733 SOUTH YALE 74136
TULSA, OKLAHOMA (Zip Code)
(Address of Principal Executive Offices)
SOUTHERN MINERAL CORPORATION 1995 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
SOUTHERN MINERAL 1996 STOCK OPTION PLAN
SOUTHERN MINERAL 1997 STOCK OPTION PLAN
SOUTHERN MINERAL CORPORATION 1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
OPTION AGREEMENT WITH STEVEN MIKEL DATED DECEMBER 31, 1994
(Full title of the plans)
GARY R. CHRISTOPHER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
7633 SOUTH YALE
TULSA, OKLAHOMA 74136
(Name and address, including zip code, and
telephone number of agent for service)
With Copies to:
TAMARA R. WAGMAN
FREDERIC DORWART, LAWYERS
OLD CITY HALL
124 E. 4TH STREET
TULSA, OKLAHOMA 74103
(918) 583-9958
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, $0.01 par value....................... 330,393 $10.38 3,429,479 $858
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(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended based on the average of the high and low sale prices per share of
PetroCorp common stock on AMEX on June 5, 2001.
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INTRODUCTORY STATEMENT
On June 6, 2001, Southern Mineral Corporation merged into PetroCorp
Acquisition Company, a wholly owned subsidiary of PetroCorp Incorporated.
Pursuant to the merger agreement, PetroCorp Incorporated assumed the stock
option plans of Southern Mineral, and each unexpired and unexercised outstanding
option to purchase Southern Mineral common stock was automatically converted
into an option to purchase that number of shares of PetroCorp common stock
obtained by multiplying the number of shares of Southern Mineral common stock
issuable upon exercise of such option by .471, at an exercise price per share of
PetroCorp common stock equal to the per share exercise price of such Southern
Mineral stock option divided by .471.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by PetroCorp or Southern Mineral prior to
the merger with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:
(a) PetroCorp's Annual Report on Form 10-K/A filed with the Commission on March
27, 2001 for the fiscal year ended December 31, 2000;
(b) PetroCorp's Quarterly Report on Form 10-Q filed with the Commission on May
9, 2001 for the quarterly period ended March 31, 2001;
(c) The description of common stock in PetroCorp Incorporated's Registration
Statement on Form S-1 (Registration No. 33-36972) initially filed August
26, 1993 and any amendment or report filed for purpose of updating such
descriptions; and
(d) PetroCorp's Proxy Statement filed with the Commission on May 29, 2001,
relative to the annual meeting of shareholders to be held on June 28, 2001.
In addition, all documents subsequently filed by PetroCorp pursuant to
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 to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of 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 of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
PetroCorp's Restated Articles of Incorporation and bylaws provide that
the liability of the directors for monetary damages shall be limited to the
fullest extent permissible under Texas law. Texas law and PetroCorp's Restated
Articles of Incorporation and bylaws provide PetroCorp 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 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
Number Description of Exhibits
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3.1 Amended and Restated Articles of Incorporation of PetroCorp
Incorporated. Incorporated by reference to Exhibit 3.2 to the
Registration Statement.
3.2 Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1996, filed August 14, 1996,
file no. 000-22650.
4.1 Statement of Designations, Preferences, Limitations and Relative Rights
of Its Series A Junior Participating Preferred Stock Incorporated by
reference to Exhibit 3.1 to the Company's Form 8-K, filed November 20,
1998, file no. 001-14459.
4.2 Rights Agreement dated as of November 12, 1998, between PetroCorp
Incorporated and First Union National Bank, as Rights Agent.
Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K,
filed November 20, 1998, file no. 001-14459.
4.3 Form of Right Certificate. Incorporated by reference to Exhibit 4.2 to
the Company's Form 8-K, filed November 20, 1998, file no. 001-14459.
4.4 Specimen certificate for shares of Common Stock. Incorporated by
reference to Exhibit 4.1 to the Registration Statement.
4.5 Note Purchase Agreement, dated July 29, 1993, among PetroCorp
Incorporated, United States Fidelity and Guaranty Company, Connecticut
General Life Insurance Company, Indiana Insurance Company, Security Life
of Denver Insurance Company, Southland Life Insurance Company Life
Insurance Company of Georgia and Life Insurance Company of North
America. Incorporated by reference to Exhibit 4.2 to the Registration
Statement.
4.6 Southern Mineral Corporation 1995 Non-Employee Director Compensation
Plan (incorporated by reference to Exhibit (k) to the Southern Mineral's
annual report on Form 10-K dated December 31, 1994 (Commission File No.
0-8043));
4.7 1996 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
Southern Mineral's Form 10-KSB dated December 31, 1995 (Commission File
No. 0-8043)).
4.8 1997 Stock Option Plan (incorporated by reference to Southern Mineral's
Form S-8, filed April 28, 1998, Registration No. 333-512 (Commission
File No. 333-420450)).
4.9 1997 Non-Employee Director Compensation Plan (incorporated by reference
to Southern Mineral's Form S-8, filed April 28, Registration No. 333-512
(Commission File No. 333-26001).
4.10 Stock Option Agreement made as of December 31, 1994 between Southern
Mineral Corporation and Steven H. Mikel (incorporated by reference to
Exhibit (h) to the Company's annual report on Form 10-K for year ended
December 31, 1994 (Commission File No. 0-8043)).
5.1* Opinion of Frederic Dorwart, Lawyers regarding the legality of the
securities.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Huddleston & Co., Inc.
24.1* Powers of Attorney (included on signature page)
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*filed herewith
2
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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.
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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) 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)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
3
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, State of Oklahoma, on June 6, 2001.
PETROCORP INCORPORATED
By: /s/ Gary R. Christopher
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Gary R. Christopher, President &
Chief Executive Officer
The undersigned directors and officers of PetroCorp hereby constitute
and appoint Gary R. Christoper and Steve R. Berlin with full power to act
without the other and with full power of substitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith with the Commission and hereby ratify and confirm all that
such attorneys-in-fact, or either of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on June 6, 2001.
Signature Title Date
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/s/ Gary R. Christopher President, Chief Executive June 6, 2001
- ---------------------------- Officer and Director
Gary R. Christopher
/s/ Steven R. Berlin Chief Financial Officer, June 6, 2001
- ---------------------------- Secretary and Treasurer
Steven R. Berlin
/s/ Steven E. Amos Corporate Controller June 6, 2001
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Steven E. Amos
Director June 6, 2001
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Thomas N. Amonett
/s/ Mark W. Files Director June 6, 2001
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Mark W. Files
4
Signature Title Date
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/s/ W. Neil McBean Director June 6, 2001
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W. Neil McBean
/s/ Stephen M. McGrath Director June 6, 2001
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Stephen M. McGrath
Director June 6, 2001
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Lealon L. Sargent
Director June 6, 2001
- ----------------------------
Robert C. Thomas
5
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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3.3 Amended and Restated Articles of Incorporation of PetroCorp
Incorporated. Incorporated by reference to Exhibit 3.2 to the
Registration Statement.
3.4 Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996, filed August 14,
1996, file no. 000-22650.
4.1 Statement of Designations, Preferences, Limitations and Relative
Rights of Its Series A Junior Participating Preferred Stock
Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K,
filed November 20, 1998, file no. 001-14459.
4.2 Rights Agreement dated as of November 12, 1998, between PetroCorp
Incorporated and First Union National Bank, as Rights Agent.
Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K,
filed November 20, 1998, file no. 001-14459.
4.3 Form of Right Certificate. Incorporated by reference to Exhibit 4.2 to
the Company's Form 8-K, filed November 20, 1998, file no. 001-14459.
4.4 Specimen certificate for shares of Common Stock. Incorporated by
reference to Exhibit 4.1 to the Registration Statement.
4.5 Note Purchase Agreement, dated July 29, 1993, among PetroCorp
Incorporated, United States Fidelity and Guaranty Company, Connecticut
General Life Insurance Company, Indiana Insurance Company, Security
Life of Denver Insurance Company, Southland Life Insurance Company
Life Insurance Company of Georgia and Life Insurance Company of North
America. Incorporated by reference to Exhibit 4.2 to the Registration
Statement.
4.6 Southern Mineral Corporation 1995 Non-Employee Director Compensation
Plan (incorporated by reference to Exhibit (k) to the Southern
Mineral's annual report on Form 10-K dated December 31, 1994
(Commission File No. 0-8043));
4.7 1996 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
Southern Mineral's Form 10-KSB dated December 31, 1995 (Commission
File No. 0-8043)).
4.8 1997 Stock Option Plan (incorporated by reference to Southern
Mineral's Form S-8, filed April 28, 1998, Registration No. 333-512
(Commission File No. 333-420450)).
4.9 1997 Non-Employee Director Compensation Plan (incorporated by
reference to Southern Mineral's Form S-8, filed April 28, Registration
No. 333-512 (Commission File No. 333-26001).
4.10 Stock Option Agreement made as of December 31, 1994 between Southern
Mineral Corporation and Steven H. Mikel (incorporated by reference to
Exhibit (h) to the Company's annual report on Form 10-K for year ended
December 31, 1994 (Commission File No. 0-8043)).
5.1* Opinion of Frederic Dorwart, Lawyers regarding the legality of the
securities.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Huddleston & Co., Inc.
24.1* Powers of Attorney (included on signature page)
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*filed herewith