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As filed with the Securities and Exchange Commission on December 7, 1999
Registration No. 333 -
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BARGO ENERGY COMPANY
(Exact name of registrant as
specified in its charter)
TEXAS 87-0239185
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 LOUISIANA, SUITE 3700, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
BARGO ENERGY COMPANY
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
TIM J. GOFF
700 LOUISIANA, SUITE 3700, HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 236-9792
(Telephone number, including area code, of agent for service)
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Copy to:
Haynes and Boone, LLP
1000 Louisiana, Suite 4300
Houston, Texas 77002
Attn: George G. Young III
(713) 547-2081
CALCULATION OF REGISTRATION FEE
======================================================================================================================
TITLE OF AMOUNT PROPOSED MAXI- PROPOSED MAXI- AMOUNT OF
SECURITIES TO BE TO BE MUM OFFERING PRICE MUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (1) 26,333,747 $.4063(2) $10,699,401(2) $2,825
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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 Bargo Energy Company 1999 Stock Incentive
Plan described herein.
(2) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the bid and asked price on the OTC
Electronic Bulletin Board on December 3, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to our employees, officers and directors participating in the
Bargo Energy Company 1999 Stock Incentive Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by us with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, are incorporated herein by reference:
o Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
o Quarterly Reports on Form 10-Q for the periods ended March 31,
1999, June 30, 1999 and September 30, 1999.
o Current Reports on Form 8-K filed with the Securities and
Exchange Commission on February 26, 1999, April 29, 1999, May 4,
1999, May 21, 1999, May 27, 1999, August 24, 1999, October 12,
1999, October 14, 1999 and November 19, 1999.
o The description of our common stock contained in our
Registration Statement on Form 10, filed with the Securities and
Exchange Commission on January 31, 1978, including any future
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered under the plan have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
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 hereof 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 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses actually incurred by him in connection with or in
defending any action, suit or proceeding in which he was, is, or is threatened
to be made a named defendant or respondent by reason of his position as
director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he had no
reasonable cause to believe his conduct was unlawful. If a director or officer
is found liable to the corporation, or is found liable on the basis that he
received an improper personal benefit, indemnification is limited to the
reimbursement of reasonable expenses actually incurred. No indemnification is
available if the officer or director is found liable for willful or intentional
misconduct in the performance of his duty to the corporation. If a director or
officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory.
Our certificate of incorporation and bylaws allows us to indemnify
each of our directors and our officers to the fullest extent permitted by
applicable law.
We have purchased directors and officers liability insurance which
insures, among other things,
o our officers and directors from any claim arising out of an
alleged wrongful act by such
o persons while acting as directors and officers; and us to the
extent that we have indemnified the directors and officers for
such loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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4.1 Articles of Incorporation Incorporated by reference from the
of Bargo Energy Company Company's current report on
Form 8-K filed with the Securities
and Exchange Commission on
April 29, 1999 (File No. 000-86-0)
4.2 Bylaws of Bargo Energy Company Incorporated by reference from the
Company's current report on
Form 8-K filed with the Securities
and Exchange Commission on
April 29, 1999 (File No. 000-86-0)
4.3 Specimen Stock Certificate X
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EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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5.1 Opinion of Haynes and Boone, LLP X
15 Letter re unaudited interim financial
information*
23.1 Consent of PricewaterhouseCoopers, X
LLP
23.2 Consent of Haynes and Boone, LLP Included as
part of
Exhibit 5.1
23.3 Consent of T.J. Smith & Co., Inc. X
23.4 Consent of Hein + Associates LLP X
24 Power of Attorney Signature
Page to this
Registration
Statement
99 1999 Stock Incentive Plan X
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* Not applicable
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake that we will:
(1) File, during any period in which we offer or sell securities,
a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the Registration
Statement; and, 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 a
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) Include any additional or changed material information
on the plan of distribution;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required in a post-effective amendment
is incorporated by reference from periodic reports filed with the
Securities sand Exchange Commission by us under the Exchange Act.
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(2) For determining liability under the Securities Act, treat
each such post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions referred to in
Item 6, or otherwise, we have been advised that in the opinion of
the Securities and Exchange 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 us of expenses incurred or paid by a director, officer or
controlling person of ours 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, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by us 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, as
amended, 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 December 3, 1999.
BARGO ENERGY COMPANY
(Registrant)
By: /s/ Tim J. Goff
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Tim J. Goff, Chairman of the Board
and Chief Executive Officer
(principal executive officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Tim J. Goff and Jonathan M. Clarkson,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, 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, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Tim J. Goff Chairman of the Board December 3, 1999
- ----------------------------------- and Chief Executive Officer
Tim J. Goff (principal executive officer)
/s/ Jonathan M. Clarkson President and Chief Operating Officer December 3, 1999
- ----------------------------------- (principal financial officer)
Jonathan M. Clarkson
/s/ Kimberly G. Seekely Vice President and Treasurer December 3, 1999
- ----------------------------------- (principal accounting officer)
Kimberly G. Seekely
/s/ Thomas D. Barrow Director December 3, 1999
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Thomas D. Barrow
/s/ D. Martin Phillips Director December 3, 1999
- -----------------------------------
D. Martin Phillips
/s/ Gary R. Petersen Director December 3, 1999
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Gary R. Petersen
/s/ Daniel M. Weingeist Director December 3, 1999
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Daniel M. Weingeist
Director December 3, 1999
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J. Travis Hain
/s/ Brian D. Young Director December 3, 1999
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Brian D. Young
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bargo
Energy Company 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 December 3, 1999.
BARGO ENERGY COMPANY 1999 STOCK
INCENTIVE PLAN
By: Bargo Energy Company Plan Administrator
By: /s/ Tim J. Goff
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Tim J. Goff, Chairman of the Board
and Chief Executive Officer
(principal executive officer)
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EXHIBIT INDEX
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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4.1 Articles of Incorporation Incorporated by reference from the
of Bargo Energy Company Company's current report on
Form 8-K filed with the Securities
and Exchange Commission on
April 29, 1999 (File No. 000-86-0)
4.2 Bylaws of Bargo Energy Company Incorporated by reference from the
Company's current report on
Form 8-K filed with the Securities
and Exchange Commission on
April 29, 1999 (File No. 000-86-0)
4.3 Specimen Stock Certificate X
5.1 Opinion of Haynes and Boone, LLP X
15 Letter re unaudited interim financial
information*
23.1 Consent of PricewaterhouseCoopers, X
LLP
23.2 Consent of Haynes and Boone, LLP Included as
part of
Exhibit 5.1
23.3 Consent of T.J. Smith & Co., Inc. X
23.4 Consent of Hein + Associates LLP X
24 Power of Attorney Signature
Page to this
Registration
Statement
99 1999 Stock Incentive Plan X
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* Not applicable
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