As filed with the Securities and Exchange Commission on May 8, 1995
Registration No.
-------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
CODA ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1842480
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5735 Pineland Drive, Ste. 300 75231
Dallas, Texas (Zip Code)
(Address of Principal Executive Offices)
CODA ENERGY, INC. 1993 INCENTIVE STOCK
OPTION PLAN
(Full title of the plan)
------------------------------
JOE CALLAWAY
5735 Pineland Drive
Suite 300
Dallas, Texas 75231
(214) 692-1800
(Name, address and telephone number, including area code, of agent for service)
Copy to:
WILLIAM L. BOEING
Haynes and Boone, L.L.P.
3100 NationsBank Plaza
Dallas, Texas 75202
(214) 651-5000
------------------------------
[Bottom of Facing Page]
CALCULATION OF REGISTRATION FEE
===========================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee(2)
- -------------------------------------------------------------------------------------------
Common Stock,
$.02 par value....... 1,000,000 $6.86 $6,859,191 $2,365.24
===========================================================================================
(1) The amount to be registered also includes such indeterminate number of
shares as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions in accordance with Rule 416
promulgated under the Securities Act of 1933.
(2) Of the 1,000,000 shares to be registered pursuant to the Coda Energy, Inc.
1993 Incentive Stock Option Plan, options to purchase an aggregate of 7,004
shares have been granted at an exercise price of $6.50 per share and an
aggregate of 265,255 shares have been granted at an exercise price of
$5.625 per share. For purposes of computing the balance of the aggregate
offering price and the registration fee relating to the remaining 727,741
shares to be registered pursuant to the Coda Energy, Inc. 1993 Incentive
Stock Option Plan, such computation has been made in accordance with
paragraphs (c) and (h)(1) of Rule 457 promulgated under the Securities Act
of 1933 based on the average high and low sales prices of the Common Stock
as reported on the NASDAQ/NMS composite tape on May 1, 1995 ($7.31 per
share).
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Coda Energy, Inc. (the "Company") hereby incorporates by reference the
following documents filed by the Company with the Securities and Exchange
Commission (the "Commission"):
(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1994 (the "1994 Form 10-K");
(ii) Current Report on Form 8-K dated April 26, 1995;
(iii) Current Report on Form 8-K dated May 2, 1995; and
(iv) Registration Statement on Form 8-A dated November 6, 1987, in
respect of Coda's Common Stock, par value $.02 per share, as amended
by Amendment No. 1 on Form 8, dated November 25, 1987, Amendment No.
2 on Form 8, dated June 1, 1989, Amendment No. 3 on Form 8, dated
February 28, 1990, and Form 8-A/A No. 4, dated August 18, 1994.
All documents subsequently filed by the Company 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 that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date such documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Legal Opinion
Certain legal matters related to the shares of Common Stock offered hereby
are being passed upon for the Company by Mr. Joe Callaway, Vice President and
General Counsel of the Company. Mr. Callaway owns 2,338 shares of Common Stock
and currently Mr. Callaway holds options to purchase 23,850 shares of Common
Stock granted under the Company's 1993 Incentive Stock
II-1
Option Plan. In addition, Mr. Callaway is a participant in the Company's 1993
Employee Stock Purchase Plan.
Experts
The consolidated financial statements and schedule of the Company appearing
in the 1994 Form 10-K have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon, included therein, and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
The estimates as of December 31, 1992, January 1, 1994 and January 1,
1995, relating to the Company's proved oil and natural gas reserves, future net
revenue of oil and natural gas reserves and present value of future net revenue
of oil and natural gas reserves appearing in the 1994 Form 10-K and incorporated
herein by reference are based upon estimates of such reserves prepared by Lee
Keeling and Associates, Inc., independent consulting petroleum engineers, in
reliance upon such reports and upon the authority of such firm as experts in
petroleum engineering.
Item 6. Indemnification of Directors and Officers.
The information set forth pursuant to Item 15 of the Company's Post-
Effective Registration Statement on Form S-4/Registration Statement on Form S-3
(collectively, File No. 33-81532) is incorporated by reference herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
Item 8. Exhibits.
Exhibit
No. Exhibit
------- -------
4* Coda Energy, Inc. 1993 Incentive Stock Option Plan, as amended.
5* Opinion of Joe Callaway.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Lee Keeling and Associates, Inc.
23.3* The consent of Joe Callaway is included in his opinion filed as
Exhibit 5 to this Registration Statement.
24* The power of attorney of officers and directors of the Company is
set forth on the signature page of this Registration Statement.
- -----------------------
* Filed herewith.
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;
(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;
(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;
II-3
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 by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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; and
(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 the 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
II-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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on May 5, 1995.
CODA ENERGY, INC.
By: /s/ T. W. Eubank
-----------------------
T. W. Eubank, President
II-5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Coda Energy, Inc. (the "Company") hereby constitutes and
appoints Douglas H. Miller, T.W. Eubank and Joe Callaway, or any 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 any
and all documents relating to this Registration Statement, including any and all
amendments, exhibits and supplements thereto, with any regulatory authority,
granting unto said attorneys, and each of them, 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 said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Douglas H. Miller Chairman of the Board May 5, 1995
- ------------------------ and Chief Executive Officer
Douglas H. Miller
/s/ T. W. Eubank President, Chief Operating May 5, 1995
- ------------------------ Officer and Director
T.W. Eubank
/s/ Grant W. Henderson Director, Executive Vice May 5, 1995
- ------------------------ President and Chief Financial
Grant W. Henderson Officer (Principal Financial
and Accounting Officer)
/s/ Earl E. Ellis Director May 5, 1995
- ------------------------
Earl E. Ellis
II-6
Signature Title Date
--------- ----- ----
- ------------------------ Director May 5, 1995
Walter B. Hailey, Jr.
/s/ Frank P. Horlock Director May 5, 1995
- ------------------------
Frank P. Horlock
/s/ David A. Keener Director May 5, 1995
- ------------------------
David A. Keener
/s/ Tommie E. Lohman Director May 5, 1995
- ------------------------
Tommie E. Lohman
Director May 5, 1995
- ------------------------
Worthy R. Warnack, M.D.
/s/ Jarl P. Johnson Director May 5, 1995
- ------------------------
Jarl P. Johnson
II-7
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
-------- ----------- ----------
4* Coda Energy, Inc. 1993 Incentive Stock Option
Plan, as amended.
5* Opinion of Joe Callaway.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Lee Keeling and Associates, Inc.
23.3* The consent of Joe Callaway is included in his opinion
filed as Exhibit 5 to this Registration Statement.
24* The power of attorney of officers and directors of the
Company is set forth on the signature page of this
Registration Statement.
- ---------------------------------
* Filed herewith.