As filed with the Securities and Exchange Commission on August 17, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VAALCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0274813
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4600 POST OAK PLACE, SUITE 309, HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
VAALCO ENERGY, INC.
2001 STOCK INCENTIVE PLAN
(Full title of the plan)
W. RUSSELL SCHEIRMAN
4600 POST OAK PLACE, SUITE 309, HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 623-0801
(Telephone number, including area code, of agent for service)
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
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TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock, par value
$0.10 per share (1) 4,000,000 $0.93 $3,720,000 $930
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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 VAALCO Energy, Inc. 2001 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 August 13, 2001.
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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 required by Part I of Form S-8 (Items 1 and 2) will be sent or
given to our employees, officers and directors participating in the VAALCO
Energy, Inc. 2001 Stock Incentive Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not being filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of 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 (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference:
. Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000;
. Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001; and
. The description of the Company's Common Stock contained in the Company's
Registration statement on Form 10 (Reg. No. 0-20928) as amended by a
Form 8 filed by the Company with the Commission on January 7, 1993 and a
Form 8 filed by the Company with the Commission on January 25, 1993,
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 Exchange Act, as amended, 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which the Company is incorporated, provides generally and in
pertinent part that a Delaware corporation may indemnify its directors and
officers against expenses, judgments, fines, and settlements actually and
reasonably incurred by them in connection
with any civil, criminal, administrative, or investigative suit or action except
actions by or in the right of the corporation if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person has been adjudged
liable to the corporation unless the Delaware Court of Chancery or other court
in which such action or suit is brought approves such indemnification.
Section 145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw provisions and
otherwise, and or to purchase indemnity insurance on behalf of its directors and
officers. Article VII of the Bylaws of the Company provide, in general, that
the Company shall indemnify its officers and directors to the full extent
permitted under Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1* Restated Certificate of Incorporation of VAALCO Energy, Inc.
4.2* Certificate of Amendment to Restated Certificate of Incorporation
4.3* Bylaws of VAALCO Energy, Inc.
4.4* Amendments to Bylaws
4.5 Specimen Stock Certificate
5.1 Opinion of Haynes and Boone, LLP
15.1+ Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Haynes and Boone, LLP (included in their opinion filed as
Exhibit 5.1)
23.3 Consent of Netherland Sewell & Associates, Inc.
24.1 Power of Attorney (included on the signature page to this Registration
Statement)
99.1 2001 Stock Incentive Plan
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* Incorporated by reference from the Company's registration statement on Form
S-3 filed with the Securities and Exchange Commission on July 15, 1998.
+ 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.
(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.
(b) 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.
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 August 17, 2001.
VAALCO ENERGY, INC.
(Registrant)
By: /s/ Robert L. Gerry, III
---------------------------------
Robert L. Gerry, III,
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Gerry, III and W. Russell
Scheirman, 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
--------- ----- ----
Chairman of the Board
and Chief Executive Officer
/s/ Robert L. Gerry, III (principal executive officer) August 17, 2001
---------------------------------
Robert L. Gerry, III
President, Chief Financial Officer and Director
/s/ W. Russell Scheirman (principal financial and accounting officer) August 17, 2001
---------------------------------
W. Russell Scheirman
/s/ Virgil A. Walston, Jr. Vice Chairman of the Board August 17, 2001
---------------------------------
Virgil A. Walston, Jr.
Director August , 2001
---------------------------------
Walter W. Grist
/s/ T. Michael Long Director August 17, 2001
---------------------------------
T. Michael Long
/s/ Arne R. Nielsen Director August 17, 2001
---------------------------------
Arne R. Nielsen
/s/ Lawrence C. Tucker Director August 17, 2001
---------------------------------
Lawrence C. Tucker
Pursuant to the requirements of the Securities Act of 1933, VAALCO
Energy, Inc. 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 August 17, 2001.
VAALCO ENERGY, INC. 2001 STOCK
INCENTIVE PLAN
By: /s/ Robert L. Gerry, III
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Robert L. Gerry, III, Chairman of the Board
and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1* Restated Certificate of Incorporation of VAALCO Energy, Inc.
4.2* Certificate of Amendment to Restated Certificate of Incorporation
4.3* Bylaws of VAALCO Energy, Inc.
4.4* Amendments to Bylaws
4.5 Specimen Stock Certificate
5.1 Opinion of Haynes and Boone, LLP
15.1+ Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Haynes and Boone, LLP (included in their opinion filed as
Exhibit 5.1)
23.3 Consent of Netherland Sewell & Associates, Inc.
24.1 Power of Attorney (included on the signature page to this Registration
Statement)
99.1 2001 Stock Incentive Plan
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* Incorporated by reference from the Company's registration statement on
Form S-3 filed with the Securities and Exchange Commission on July 15, 1998.
+ Not applicable