AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997
REGISTRATION NO. 333-___________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZYDECO ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0404904
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1710 TWO ALLEN CENTER
1200 SMITH STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ZYDECO ENERGY, INC.
1996 INCENTIVE EQUITY PLAN
(FULL TITLE OF THE PLAN)
SAM B. MYERS, JR.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
1710 TWO ALLEN CENTER
1200 SMITH STREET
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 659-2222
(TELEPHONE NUMBER, INCLUDING AREA CODE,
OR AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED/(1)/ PER SHARE/(2)/ PRICE/(2)/ REGISTRATION FEE/(2)/
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Shares of Common Stock,
$0.001 par value per share 950,000 Shares $5.375 $5,106,250 $1,547.34
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based
upon the average of the bid and asked price of the Registrant's Common Stock
on the NASDAQ Small Cap Issuer Market on May 14, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference hereto
pursuant to Item 3 of Part II of this Registration Statement, 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 CERTAIN DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents,
or portions of documents, as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended.
1. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
2. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; and
3. The description of the Company's common stock, par value $.001
per share (the "Common Stock"), contained in the registration statement
on Form 8-A, dated July 13, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all such 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since each class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is governed by Section 145 of the General Corporation Law
of the State of Delaware (the "DGCL"), which provides that a corporation
may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative
(other than action by or in the right of the corporation (a "derivative
action")), if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceedings, had no reasonable
cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter,
by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
Article VIII (B) of the Company's Certificate of Incorporation requires
indemnification of directors and officers to the full extent permitted
under the DGCL. Subject to any restrictions imposed by the DGCL, Article
VIII of the
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Company's Bylaws provide a right to indemnification for all expense,
liability and loss (including attorneys' fees) actually and reasonably
incurred by any person in connection with any actual or threatened
proceeding by reason of the fact that such person is or was serving as a
director or officer of the Company or that, being or having been such a
director or officer of the Company, such person is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if he
acted in good faith and in a manner he reasonably believed to be in the
best interest of the corporation. The Company's Bylaws also provide that
the Company may, by action of its Board of Directors, provide
indemnification to its employees or agents with the same scope and effect
as the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
for (i) any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) payments of
unlawful dividends or unlawful repurchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit.
Article VIII (A) of the Company's Certificate of Incorporation, as
amended, provides that to the full extent that the DGCL permits the
limitation or elimination of the liability of directors, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Any amendment or
repeal of such Article VIII (A) will not adversely affect any right or
protection of a director of the Company for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
Section 8.6 of the Bylaws permits the Company to purchase insurance
coverage for officers, directors, employees and agents for liability
arising out of such status, whether or not the Company would have the power
to indemnify them.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
5.1* Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered.
23.1 Consent of Counsel (included in the opinion filed as Exhibit 5.1 to
this Registration Statement).
23.2* Consent of Ryder Scott Company Petroleum Engineers.
23.3* Consent of Arthur Andersen LLP.
24.1 Power of Attorney (set forth on the signature page contained in
Part II of this Registration Statement).
99.1* Zydeco Energy, Inc. 1996 Incentive Equity Plan.
_________________
* Filed with this Registration Statement.
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 of 1933;
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(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 a 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 or Form S-8, 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose 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 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 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.
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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 Houston, State of Texas, on this
19th day of May, 1997.
Zydeco Energy, Inc.
By /s/ Sam B. Myers, Jr.
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Sam B. Myers, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Zydeco Energy, Inc. (the "Company") hereby constitutes and
appoints Sam B. Myers, Jr. and Edward R. Prince, Jr. , or either of them
(with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file this Registration Statement under the Securities
Act, as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any
of them, or their substitute or substitutes, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Sam B. Myers, Jr. Chairman of the Board, May 19, 1997
- ----------------------------- Chief Executive Officer
Sam B. Myers, Jr. (Principal Executive Officer), and
Director
/s/ Edward R. Prince, Jr. Vice-Chairman of the Board and May 19, 1997
- ----------------------------- Director
Edward R. Prince, Jr.
/s/ John O. Smith President, Chief Operating May 19, 1997
- ----------------------------- Officer and Director
John O. Smith
/s/ W. Kyle Willis Vice President, Treasurer, and May 19, 1997
- ----------------------------- Chief Financial Officer
W. Kyle Willis (Chief Accounting Officer)
/s/ Philip A. Tuttle Director May 19, 1997
- -----------------------------
Philip A. Tuttle
/s/ Harry C. Johnson Director May 19, 1997
- -----------------------------
Harry C. Johnson
/s/ Charles E. Bradley, Sr. Director May 19, 1997
- -----------------------------
Charles E. Bradley, Sr.
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
members of the Compensation Committee, functioning as the Plan
Administrator of the Zydeco Energy, Inc. 1996 Incentive Equity Plan, have
duly caused the Registration Statement to be signed on behalf of the
undersigned, thereunto duly authorized, in the City of Houston, State of
Texas on May 19, 1997.
ZYDECO ENERGY, INC. 1996 INCENTIVE EQUITY PLAN
/S/ PHILIP A. TUTTLE
Philip A. Tuttle
/S/ CHARLES E. BRADLEY, SR.
Charles E. Bradley, Sr.
/S/ HARRY C. JOHNSON
Harry C. Johnson
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