AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2002
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2756163
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 West Rosedale Street, Fort Worth, Texas 76104
(817) 665-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Quicksilver Resources Inc. 401(k) Plan
(Full title of the Plan)
Glenn Darden
777 West Rosedale Street, Fort Worth, Texas 76104
(817) 665-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Dean A. Tetirick
Cantey & Hanger, L.L.P.
2100 Burnett Plaza, 801 Cherry Street, Fort Worth, Texas 76102
(817) 877-2883
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered(1) registered(1) per share(1) offering price(1) fee(1)
- --------------------------------------------------------------------------------------------------------------------
Plan interests N/A N/A N/A $1.00
- --------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (or
are being filed concurrently herewith) by Quicksilver Resources Inc. (the
"Company") or the Quicksilver Resources Inc. 401(k) Plan (the "Plan"):
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2001 (including information specifically incorporated by reference
into such Form 10-K from the Company's definitive Proxy Statement for
its 2002 Annual Meeting of Stockholders);
(b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2001;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002;
(d) The Company's Current Report on Form 8-K filed on April 3, 2002; and
(e) The description of the Company's common stock and preferred stock
contained in its Form 8-A filed October 11, 2001.
All documents subsequently filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 or 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 by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company is incorporated in Delaware. Under Section 145 of the Delaware
General Corporation Law (the "DGCL"), a Delaware corporation has the power,
under specified circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, against expenses
and liabilities incurred in any such action, suit or proceedings so long as they
acted in good faith and in a manner that they reasonably believed to be in, or
not opposed to, the best interests of such corporation, and with respect to any
criminal action if they had no reasonable cause to believe their conduct was
unlawful. With respect to suits by or in the right of such corporation, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to such corporation
unless the court determines that indemnification is appropriate. A Delaware
corporation also has the power to purchase and maintain insurance for such
persons. The Company's restated certificate of incorporation and bylaws permit
indemnification of directors and officers to the fullest extent permitted by
Section 145 of the DGCL. Reference is made to the Company's restated certificate
of incorporation and bylaws.
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Additionally, the Company has acquired directors and officers insurance in
the amount of $8,000,000, which includes coverage for liability under the
federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision may not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's restated certificate of incorporation contains such a
provision.
The above discussion of the Company's restated certificate of
incorporation, bylaws and Sections 102(b)(7) and 145 of the DGCL is not intended
to be exhaustive and is qualified in its entirety by such restated certificate
of incorporation, bylaws and statutes.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number
and Description
- ---------------
(4) Instruments defining the rights of security
holders, including indentures
4.1 Quicksilver Resources Inc. 401(k) Plan
4.1 Defined Contribution Prototype Plan and Trust Agreement
Basic Plan Document #01
4.1 EGTRAA Amendment to the Daily Acess.com, Inc.
Standardized and Non Standardized
Prototype Plans
(5) Opinion re legality
The undersigned registrant hereby undertakes
that it will submit or has submitted the Plan
and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS
in order to qualify the Plan
(15) Letter re unaudited interim financial information
15.1 Awareness letter of Deloitte & Touche LLP
(23) Consents of experts and counsel
23.1 Consent of Deloitte & Touche LLP
(24) Power of attorney (included on page 5 of the
Registration Statement)
(99) Additional exhibits*
*Not applicable.
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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 this 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 this registration
statement. Notwithstanding the foregoing, any increase or
decrease in the 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 a form of 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; and
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in clauses (i) and
(ii) above do not apply if the information required to be included in
a post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission 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.
(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 registrant hereby undertakes that, for 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 therein, 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 provisions set
forth in Item 15, 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 a
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
The Registrant. 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 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 Fort Worth, County of Tarrant, State of Texas,
on June 28, 2002.
QUICKSILVER RESOURCES INC.
/s/ Glenn Darden
----------------------------
By: Glenn Darden
President and
Chief Executive Officer
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POWER OF ATTORNEY
Each individual whose signature appears below hereby designates and
appoints Glenn Darden and Bill Lamkin, and each of them, any one of whom may act
without the joinder of the other, as such person's true and lawful
attorney-in-fact and agents (the "Attorneys-in-Fact") with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, which
amendments may make such changes in this registration statement as any
Attorney-in-Fact deems appropriate, and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and requests to accelerate the effectiveness of such registration statements,
and to file each such amendment with all exhibits thereto, and all documents in
connection therewith, with the SEC, granting unto such Attorneys-in-Fact 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 such person might or could do in person, hereby
ratifying and confirming all that such Attorneys-in-Fact or either of them, or
their substitute or 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 below by the following persons in
their capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------- --------------------- -------------
/s/ Thomas F. Darden
- --------------------------- Chairman of the Board June 28, 2002
Thomas F. Darden and Director
/s/ Glenn Darden
- --------------------------- President, Chief Executive June 28, 2002
Glenn Darden Officer and Director
/s/ Bill Lamkin
- --------------------------- Executive Vice President, June 28, 2002
Bill Lamkin Chief Financial Officer
and Secretary
/s/ D. Wayne Blair
- --------------------------- Vice President and June 28, 2002
D. Wayne Blair Controller
/s/ D. Randall Kent
- --------------------------- Director June 28, 2002
D. Randall Kent
/s/ Anne Darden Self
- -------------------------- Director June 28, 2002
Anne Darden Self
/s/ James A. Hughes
- -------------------------- Director June 28, 2002
James A. Hughes
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on June 28, 2002.
QUICKSILVER RESOURCES INC.
401(K) PLAN
By: /s/ Anne Darden Self
----------------------------
Anne Darden Self, Trustee
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Exhibit Number
and Description
- ---------------
(4) Instruments defining the rights of security
holders, including indentures
4.1 Quicksilver Resources Inc. 401(k) Plan
4.1 Defined Contribution Prototype Plan and Trust Agreement
Basic Plan Document #01
4.1 EGTRAA Amendment to the Daily Acess.com, Inc.
Standardized and Non Standardized
Prototype Plans
(5) Opinion re legality
The undersigned registrant hereby undertakes
that it will submit or has submitted the Plan
and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS
in order to qualify the Plan
(15) Letter re unaudited interim financial information
15.1 Awareness letter of Deloitte & Touche LLP
(23) Consents of experts and counsel
23.1 Consent of Deloitte & Touche LLP
(24) Power of attorney (included on page 5 of the
Registration Statement)
(99) Additional exhibits*
*Not applicable.
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