As filed with the Securities and Exchange Commission on October 24, 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
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COSTILLA ENERGY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-2658940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 WEST ILLINOIS, SUITE 1000 79701
MIDLAND, TEXAS (Zip Code)
(Address of principal executive offices)
1996 STOCK OPTION PLAN
OF COSTILLA ENERGY, INC.
(Full Title of the Plan)
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BOBBY W. PAGE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COSTILLA ENERGY, INC.
400 WEST ILLINOIS, SUITE 1000
MIDLAND, TEXAS 79701
(915) 683-3092
(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...... 400,000 $15.3125 $6,125,000 $1,856
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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 average of the high
and low prices for securities of the same class as quoted on the Nasdaq
National Market on October 20, 1997.
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 relating to the 1996
Stock Option Plan of Costilla Energy, Inc. filed on November 21, 1996, file
number 333-16517, are incorporated herein by reference.
2
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1** Certificate of Incorporation of the Company, filed
as an exhibit to the Company's Registration
Statements on Form S-1, Registration No. 33-08913
and Registration No. 333-08909.
4.2** Bylaws of the Company, filed as an exhibit to
the Company's Registration Statements on Form
S-1, Registration No. 33-08913 and
Registration No. 333-08909.
4.3** Specimen Common Stock Certificate, filed as
an exhibit to the Company's Registration
Statement on Form S-1, Registration
No. 33-08913.
5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** 1996 Stock Option Plan of Costilla Energy,
Inc., filed as an exhibit to the Company's
Registration Statements on Form S-1,
Registration No. 33-08913 and Registration
No. 333-08909.
10.2** First and Second Amendments to 1996 Stock
Option Plan, filed as an exhibit to the
Company's 10-Q for the quarter ended June 30,
1997.
23.1* Consent of KPMG Peat Marwick LLP
23.2* Consent of Williamson Petroleum Consultants,
Inc.
23.3* Consent of Elms, Faris & Co., P.C.
23.4* 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.)
3
24.1** Power of Attorney, filed as an exhibit to
Form S-8 Registration Statement, Registration
No. 333-16517.
24.2** Certified copy of resolution of Board of
Directors of Costilla Energy, Inc.
authorizing signature pursuant to Power of
Attorney, filed as an exhibit to Form S-8
Registration Statement, Registration
No. 333-16517.
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* Filed herewith.
** These exhibits are incorporated herein by reference to the exhibits
to the filing indicated.
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 Midland, State of
Texas, on October 24, 1997.
COSTILLA ENERGY, INC.
(Registrant)
By: /S/ BOBBY W. PAGE
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Bobby W. Page,
Senior Vice President, Treasurer and
Chief Financial 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/ CADELL S. LIEDTKE* Chairman of the Board October 24, 1997
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Cadell S. Liedtke
/S/ MICHAEL J. GRELLA* President, Chief Executive October 24, 1997
- ---------------------- Officer and Director
Michael J. Grella
/S/ HENRY G. MUSSELMAN* Executive Vice President, Chief October 24, 1997
- --------------------- Operating Officer and Director
Henry G. Musselman
/S/ BOBBY W. PAGE Senior Vice President, Treasurer, October 24, 1997
- --------------------- and Chief Financial Officer
Bobby W. Page
5
/S/ W. D. KENNEDY* Director October 24, 1997
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W. D. Kennedy
/S/JERRY J. LANGDON* Director October 24, 1997
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Jerry J. Langdon
Director
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Samuel J. Atkins, III
*By: /S/ BOBBY W. PAGE
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Bobby W. Page,
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1** Certificate of Incorporation of the Company,
filed as an exhibit to the Company's
Registration Statements on Form S-1,
Registration No. 33-08913 and Registration
No. 333-08909.
Bylaws of the Company, filed as an exhibit to
4.2** the Company's Registration Statements on Form
S-1, Registration No. 33-08913 and
Registration No. 333-08909.
4.3** Specimen Common Stock Certificate, filed as
an exhibit to the Company's Registration
Statement on Form S-1, Registration
No. 33-08913.
5.1* Opinion of Cotton, Bledsoe, Tighe & Dawson, a
Professional Corporation.
10.1** 1996 Stock Option Plan of Costilla Energy,
Inc., filed as an exhibit to the Company's
Registration Statements on Form S-1,
Registration No. 33-08913 and Registration
No. 333-08909.
10.2**
First and Second Amendments to 1996 Stock
Option Plan, filed as an exhibit to the
Company's 10-Q for the quarter ended June 30,
1997.
23.1* Consent of KPMG Peat Marwick LLP
23.2* Consent of Williamson Petroleum Consultants,
Inc.
23.3* Consent of Elms, Faris & Co., P.C.
23.4* 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.)
7
24.1** Power of Attorney, filed as an exhibit to
Form S-8 Registration Statement, Registration
No. 333-16517.
24.2** Certified copy of resolution of Board of
Directors of Costilla Energy, Inc.
authorizing signature pursuant to Power of
Attorney, filed as an exhibit to Form S-8
Registration Statement, Registration No. 333-16517.
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* Filed herewith.
** These exhibits are incorporated herein by reference to the exhibits
to the filing indicated.
8