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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/10/03 Mission Resources Corp POS EX 6/10/03 2:39K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: POS EX Post Effective Amendment No. 1 to Form S-8 HTML 35K 2: EX-23.2 Consent HTML 7K
| Post Effective Amendment No. 1 to Form S-8 |
As filed with the Securities and Exchange Commission on June 10, 2003.
Registration No. 333-105169
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MISSION RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 76-0437769 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 1331 Lamar Street, Suite 1455 (Address of Principal Executive Offices) | ||
MISSION RESOURCES CORPORATION
1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
| Name, Address and Telephone Number of Agent for Service: |
Copy of Communications to: | |
| Vice President—Accounting and Investor Relations, CAO Mission Resources Corporation 1331 Lamar Street, Suite 1455 (713) 495-3000 |
Robert G. Reedy Porter & Hedges, L.L.P. 700 Louisiana Street, 35th Floor (713) 226-0600 | |
| CALCULATION OF REGISTRATION FEE | ||||||||
| Title of Securities to be Registered(1) | Amount to be Registered(1) |
Proposed Maximum Offering Price per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
| Common Stock, par value $.01 per share |
900,000(3) | $0.39 | $351,000 | $28.40(4) | ||||
| (1) | Pursuant to Rule 416(a), also registered hereunder are an indeterminate number of shares of common stock issuable as a result of the anti-dilution provisions of the Mission Resources Corporation 1996 Stock Incentive Plan (the “Plan”). |
| (2) | Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the common stock on The Nasdaq Stock Market on May 5, 2003, $0.39. Pursuant to General Instruction E to Form S-8, the registration fee is calculated only with respect to additional securities registered under the Plan. |
| (3) | Includes one preferred stock purchase right (the “Rights”) for each share of common stock. Pursuant to Rule 457(g) of the Securities Act no separate fee is required for the Rights. |
| (4) | Previously paid. |
Explanatory Note
This post-effective amendment no. 1 to the registration statement (File No. 333-105169) is being filed for the purpose of including Exhibit 23.2—Consent of KPMG LLP, which was not filed with the original filing.
Statement Under General Instruction E—Registration of Additional Securities
This registration statement registers an additional 900,000 shares of our common stock related to the 1996 Stock Incentive Plan which are the same class as other securities for which registration statements on Form S-8, File No. 333-63562, File No. 333-57827 and File No. 333-27707 (the “Prior Registration Statements”), have been previously filed. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
Item 8. Exhibits
| Exhibit No. |
Description | |
| 4.1 |
Mission Resources Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Appendix I of the Proxy Statement on Schedule 14A filed April 28, 2000). | |
| *5.1 |
Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities. | |
| *23.1 |
Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1). | |
| **23.2 |
Consent of KPMG LLP. | |
| *24.1 |
Power of Attorney (previously included on the signature page of this registration statement). | |
| * | Previously filed. |
| ** | Filed herewith. |
2
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 the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 10th day of June, 2003.
| MISSION RESOURCES CORPORATION | ||
| By: |
* | |
| Robert L. Cavnar, Chairman of the Board, Chief Executive Officer, President and Director | ||
Pursuant to the Securities Act of 1933, this post-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| * Robert L. Cavnar |
Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) | June 10, 2003 | ||
| * Richard W. Piacenti |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | June 10, 2003 | ||
| /s/ Ann Kaesermann |
Vice President—Accounting and Investor Relations, and Chief Accounting Officer (Principal Accounting Officer) | June 10, 2003 | ||
James L. Bowles |
Director | June , 2003 | ||
| * David A.B. Brown |
Director | June 10, 2003 | ||
| * Robert R. Rooney |
Director | June 10, 2003 | ||
| * Herbert C. Williamson |
Director | June 10, 2003 | ||
| *By: |
/s/ Ann Kaesermann | |
| Ann Kaesermann, individually and as attorney-in-fact | ||
3
| Exhibit No. |
Description | |
| 4.1 |
Mission Resources Corporation 1996 Stock Incentive Plan (incorporated herein by reference to Appendix I of the Proxy Statement on Schedule 14A filed April 28, 2000). | |
| *5.1 |
Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities. | |
| *23.1 |
Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1). | |
| **23.2 |
Consent of KPMG LLP. | |
| *24.1 |
Power of Attorney (previously included on the signature page of this registration statement). | |
| * | Previously filed. |
| ** | Filed herewith. |
4
| This ‘POS EX’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 6/10/03 | |||
| 5/5/03 | 4 | |||
| 4/28/00 | DEF 14A | |||
| List all Filings | ||||