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As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-68318
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CLAYTON WILLIAMS ENERGY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-2396863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SIX DESTA DRIVE, SUITE 3000 79705
MIDLAND, TEXAS (Zip Code)
(Address of principal executive offices)
1993 STOCK COMPENSATION PLAN OF
CLAYTON WILLIAMS ENERGY, INC.
(Full Title of the Plan)
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CLAYTON W. WILLIAMS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CLAYTON WILLIAMS ENERGY, INC.
SIX DESTA DRIVE, SUITE 3000
MIDLAND, TEXAS 79705
(915) 682-6324
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
RICHARD T. MCMILLAN
COTTON, BLEDSOE, TIGHE & DAWSON
500 WEST ILLINOIS, SUITE 300
MIDLAND, TEXAS 79701
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
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Common Stock, $.10 par value.... 600,000 $9.875 $5,925,000 $2,043.10
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(1) Estimated solely for the purpose of computing the registration fee and
computed in accordance with Rule 457(h) based upon the price of
securities of the same class as reported on The Nasdaq Stock Market's
National Market on September 10, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: (The following replaces the information in Part I of Registration
Statement on Form S-8, file number 33- 68318). The document(s) containing the
information concerning the 1993 Stock Compensation Plan of Clayton Williams
Energy, Inc. required by Item 1 of Form S-8 and the statement of availability
of Registrant information and other information required by Item 2 of this Form
will be sent or given to employees as specified by Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant, Clayton Williams Energy, Inc. (the "Company"), shall furnish to the
Commission or its staff a copy or copies of any or all of the documents
included in such file.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
The contents of Part II of the Registration Statement on Form S-8 relating
to the 1993 Stock Compensation Plan of Clayton Williams Energy, Inc. filed on
August 31, 1993, file number 33-68318, are incorporated herein by reference.
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ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibits
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5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to original 298,200 shares.
5.2** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to the 600,000 shares registered by this
Amendment No. 1.
10.1* 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.
(previously filed as Exhibit 28.1).
10.2*** First Amendment to 1993 Stock Compensation Plan.
23.1* Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2** Consent of Arthur Andersen LLP.
23.3** Consent of Williamson Petroleum Consultants, Inc.
23.4** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.2 to this Registration Statement).
24.1* Power of Attorney (previously filed as Exhibit 25.1).
24.2* Certified copy of resolution of Board of Directors of Clayton
Williams Energy, Inc. authorizing signature pursuant to Power of
Attorney (previously filed as Exhibit 25.2).
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* Previously filed.
** Filed herewith.
*** This exhibit is incorporated by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended December 31, 1995.
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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 Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Midland, State of
Texas, on September 12, 1996.
CLAYTON WILLIAMS ENERGY, INC.
(Registrant)
By: /s/ L. Paul Latham
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L. Paul Latham,
Executive Vice President and
Chief Operating 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 date indicated.
SIGNATURE TITLE DATE
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/s/Clayton W. Williams, Jr.* Chairman of the Board, President, September 12, 1996
- ---------------------------- Chief Executive Officer and
Clayton W. Williams, Jr. Director
/s/L. Paul Latham Executive Vice President, Chief September 12, 1996
- ------------------------------- Operating Officer and Director
L. Paul Latham
/s/Mel G. Riggs* Senior Vice President-Finance, September 12, 1996
- ------------------------------- Secretary, Treasurer, Chief
Mel G. Riggs Financial Officer and Director
/s/Stanley S. Beard* Director September 12, 1996
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Stanley S. Beard
/s/William P. Clements, Jr.* Director September 12, 1996
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William P. Clement, Jr.
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SIGNATURE TITLE DATE
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/s/Robert L. Parker* Director September 12, 1996
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Robert L. Parker
*By:/s/L. Paul Latham
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L. Paul Latham,
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
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5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to original 298,200 shares.
5.2** Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation, as to the 600,000 shares registered by this
Amendment No. 1.
10.1* 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.
(previously filed as Exhibit 28.1).
10.2*** First Amendment to 1993 Stock Compensation Plan.
23.1* Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2** Consent of Arthur Andersen LLP.
23.3** Consent of Williamson Petroleum Consultants, Inc.
23.4** Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
Corporation (such consent is included in the Opinion filed as
Exhibit 5.2 to this Registration Statement).
24.1* Power of Attorney (previously filed as Exhibit 25.1).
24.2* Certified copy of resolution of Board of Directors of Clayton
Williams Energy, Inc. authorizing signature pursuant to Power of
Attorney (previously filed as Exhibit 25.2).
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* Previously filed.
** Filed herewith.
*** This exhibit is incorporated by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended December 31, 1995.