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As Filed with the Securities and Exchange Commission on August 21, 1997
File 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
(Including a Form S-8 Prospectus)
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SABA PETROLEUM COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-0617589
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
3201 AIRPARK DRIVE, SUITE 201
SANTA MARIA, CALIFORNIA 93455
(Address of Principal Executive Offices)
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Saba Petroleum Company 1996 Incentive Equity Plan
Saba Petroleum Company 1997 Stock Option Plan for Non-Employee Directors
(Full Title of the Plans)
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WALTON C. VANCE, CHIEF FINANCIAL OFFICER
SABA PETROLEUM COMPANY
3201 AIRPARK DRIVE, SUITE 201
SANTA MARIA, CALIFORNIA 93455
(Name and Address of Agent for Service)
(805) 347-8700
(Telephone Number, Including Area Code,of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock 1,250,000 $15.3125(1) $19,140,625 $5,800.19
TOTAL 1,250,000 NA $19,140,625 $5,800.19
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended.
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1997 and June 30, 1997; and
(c) 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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
There are 150,000,000 authorized shares of Common Stock, $.001 par
value. The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of all liabilities of the Company and subject to the prior distribution
rights of the holders of any Preferred Stock that may be outstanding at that
time. All outstanding shares of Common Stock are fully paid and nonassessable.
The Company's Amended and Restated Certificate of Incorporation and Bylaws do
not provide for preemptive rights or cumulative voting rights for stockholders.
Additionally, there are no provisions in the aforementioned documents that would
delay, defer or prevent a change in control of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel rendering an opinion in this matter has previously acted in the
capacity of Assistant Secretary for the Company and is the beneficial owner of
1,700 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Laws generally provides that a
corporation may indemnify its directors, officers, employees, fiduciaries and
agents against liabilities and reasonable expenses incurred in connection with
any threatened, pending, or completed action, suit or proceeding whether civil,
criminal, administrative or investigative and whether formal or informal (a
"Proceeding"), by reason of being or having been a director, officer, employee,
fiduciary or agent of the corporation, if such person acted in good faith and
reasonably believed that his conduct, in his official capacity, was in the best
interests of the corporation, and in all other cases his conduct was at least
not opposed to the corporation's best interests. In the case of a criminal
proceeding, the director, officer, employee,
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fiduciary or agent must have no reasonable cause to believe his conduct was
unlawful. Under Delaware law, the corporation may not indemnify a director,
officer, employee, fiduciary or agent in connection with a Proceeding by or in
the right of the corporation if the director is adjudged liable to the
corporation, or in a Proceeding in which the director, officer, employee or
agent is adjudged liable for an improper personal benefit.
The Company's Articles of Incorporation and By-Laws provide that the
Company shall indemnify its officers and directors to the full extent permitted
by the law. The indemnification provisions in the Company's By-Laws are
substantially similar to the provisions of Section 145. The Company has entered
into agreements to provide indemnification for the Company's directors and
certain officers consistent with the Company's Articles of Incorporation and
By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company, as amended.
4.2 By-Laws of the Company.
4.3 Form of Indenture (filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No. 33-94678) dated July 17, 1995).
4.4 Saba Petroleum Company 1996 Incentive Equity Plan
4.5 Saba Petroleum Company 1997 Stock Option Plan for Non-Employee
Directors
5.1 Opinion of the Law Office of David M. Griffith, a Professional
Corporation, as to the validity of the securities registered hereunder.
23.1 Consent of the Law Office of David M. Griffith, a Professional
Corporation (set forth in the opinion filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
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 which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement; (iii) to 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 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(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, 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 provisions described in Item 6 of this registration statement,
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 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Santa
Maria, State of California on August 15, 1997.
SABA PETROLEUM COMPANY
By: /s/ ILYAS CHAUDHARY
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Ilyas Chaudhary
President and Chief
Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ ILYAS CHAUDHARY Chairman of the Board, August 15, 1997
- -------------------------------- President and Chief
Ilyas Chaudhary Executive Officer
(Principal Executive Officer)
/s/ WALTON C. VANCE Vice President, Chief Financial August 15, 1997
- -------------------------------- Officer and Secretary (Principal
Walton C. Vance Financial and Accounting
Officer)
/s/ ALEX S. CATHCART Director August 15, 1997
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Alex S. Cathcart
/s/ WALTON C. VANCE Director August 15, 1997
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Walton C. Vance
/s/ WILLIAM N. HAGLER Director August 15, 1997
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William N. Hagler
/s/ RODNEY C. HILL Director August 15, 1997
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Rodney C. Hill
/s/ RONALD D. ORMAND Director August 15, 1997
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Ronald D. Ormand
/s/ FAYSAL SOHAIL Director August 15, 1997
- --------------------------------
Faysal Sohail
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the Company
4.2 By-Laws of the Company
4.3 Form of Indenture (filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No. 33-94678) dated
July 17, 1995).
4.4 Saba Petroleum Company 1996 Incentive Equity Plan
4.5 Saba Petroleum Company 1997 Stock Option Plan for Non-Employee
Directors
5.1 Opinion of the Law Office of David M. Griffith, a Professional
Corporation, as to the validity of the securities registered
hereunder.
23.1 Consent of the Law Office of David M. Griffith, a Professional
Corporation (set forth in the opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.