As filed with the Securities and Exchange Commission on March 4, 2003.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4600 Post Oak Place, Suite 309, Houston, Texas 77027
(Address of Principal Executive Offices)
VAALCO ENERGY, INC.
W. RUSSELL SCHEIRMAN, II EMPLOYMENT AGREEMENT
ROBERT L. GERRY, III EMPLOYMENT AGREEMENT
(Full Title of Plan)
W. Russell Scheirman, II
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
====================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Registration
Registered Share Offering Price Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per
share (1) 980,000 $1.00(2) $636,250(2) $51.47
====================================================================================================================
(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 employee benefit plans described herein.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, the offering price
and registration fee is computed upon the basis of the price at which the stock
options may be exercised. The stock options may be exercised at the following
prices: 130,000 shares at $0.375; 150,000 shares at $0.50; 500,000 shares at
$0.625; and 200,000 shares at $1.00.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to our employees and officers participating in the W. Russell
Scheirman, II Employment Agreement and Robert L. Gerry, III Employment Agreement
(the "Plans") as specified by Rule 428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, are
incorporated herein by reference:
. Annual Report on Form 10-KSB for the fiscal year ended December 31,
2001.
. Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002,
June 30, 2002, and September 30, 2002.
. Current Report on Form 8-K filed on August 19, 2002.
. The description of our common stock contained in our Registration
Statement on Form 10 (Registration No. 0-20928), as amended by Form 8
filed by us filed 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 us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered under
the Plans have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be 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 PERSONS AND COUNSEL.
Not applicable.
2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at our request as a director, officer, employee or
agent of another entity) 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, officers, employees and agents (or persons serving at our request as
a director, officer, employee or agent of another entity) 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 purchase
indemnity insurance on behalf of its directors and officers. Article Nine of our
Certificate of Incorporation, as amended, and Article VII of our Bylaws, as
amended, provide, in general, that we may indemnify our directors, officers,
employees and agents (or persons serving at our request as a director, officer,
employee or agent of another entity) to the full extent of Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
3
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION INCORPORATED BY FILED HEREWITH
REFERENCE FROM
4.1 Restated Certificate of Incorporated by reference
Incorporation of the from exhibit 4.1 of the
Company Company's Registration
Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.2 Certificate of Amendment Incorporated by reference
to Restated Certificate of from exhibit 4.2 of the
Incorporation of the Company's Registration
Company Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.3 Bylaws of the Company Incorporated by reference
from exhibit 4.3 of the
Company's Registration
Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.4 Amendment to Bylaws of the Incorporated by reference
Company from exhibit 4.4 of the
Company's Registration
Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.5 Designation of Convertible Incorporated by reference
Series A Preferred Stock from exhibit 4.1 of the
of the Company Company's Report on Form
8-K filed
on March 4, 1998
4.6 Specimen Stock Certificate Incorporated by reference
of the Company's Common from exhibit 4.5 of the
Stock Company's Registration
Statement on Form S-8,
Reg. No.
333-67858,
filed on August
17, 2001
5.1 Opinion of Haynes and X
Boone, LLP
15.1 Letter re unaudited
interim financial
information*
4
EXHIBIT NUMBER DESCRIPTION INCORPORATED BY FILED HEREWITH
REFERENCE FROM
23.1 Consent of Deloitte & X
Touche LLP
23.2 Consent of Haynes and Included as part of
Boone, LLP Exhibit 5.1
24 Power of attorney Signature Page to this
Registration Statement
99.1 W. Russell Scheirman, II X
Employment Agreement
99.2 Robert L. Gerry, III X
Employment Agreement
99.3 W. Russell Scheirman, II X
Letter Agreement
99.4 Robert L. Gerry, III X
Letter Agreement
*Not applicable
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(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 the 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 the
Registration Statement. 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 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) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to
5
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the 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) We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of our 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 benefits plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 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.
6
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 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 February 28, 2003.
VAALCO ENERGY, INC.
By: /s/ Robert L. Gerry, III
---------------------------------------
Robert L. Gerry, III
Chairman of the Board and
Chief Executive Officer
7
POWER OF ATTORNEY
Each of the undersigned hereby appoints Robert L. Gerry, III and W. Russell
Scheirman, II, and each of them, as attorney and agent for the undersigned, with
full power of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 28, 2003.
Signature Title
--------- -----
/s/ Robert L. Gerry, III Chairman of the Board and Chief
----------------------------------- Executive Officer (principal executive
Robert L. Gerry, III officer)
/s/ W. Russell Scheirman, II President, Chief Financial Officer and
----------------------------------- Director (principal accounting and
W. Russell Scheirman, II financial officer)
/s/ Virgil A. Walston, Jr. Vice Chairman of the Board and Chief
----------------------------------- Operating Officer
Virgil A. Walston, Jr.
/s/ Robert H. Allen Director
-----------------------------------
Robert H. Allen
/s/ Walter W. Grist Director
-----------------------------------
Walter W. Grist
/s/ T. Michael Long Director
-----------------------------------
T. Michael Long
/s/ Arne R. Nielsen Director
-----------------------------------
Arne R. Nielsen
/s/ Lawrence C. Tucker Director
-----------------------------------
Lawrence C. Tucker
8
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION INCORPORATED BY FILED HEREWITH
REFERENCE FROM
4.1 Restated Certificate of Incorporated by reference
Incorporation of the from exhibit 4.1 of the
Company Company's Registration
Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.2 Certificate of Amendment Incorporated by reference
to Restated Certificate of from exhibit 4.2 of the
Incorporation of the Company's Registration
Company Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.3 Bylaws of the Company Incorporated by reference
from exhibit 4.3 of the
Company's Registration
Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.4 Amendment to Bylaws of the Incorporated by reference
Company from exhibit 4.4 of the
Company's Registration
Statement on Form S-3,
Reg.No. 333-59095
filed on July
15, 1998
4.5 Designation of Convertible Incorporated by reference
Series A Preferred Stock from exhibit 4.1 of the
of the Company Company's Report on Form
8-K filed
on March 4, 1998
4.6 Specimen Stock Certificate Incorporated by reference
of the Company's Common from exhibit 4.5 of the
Stock Company's Registration
Statement on Form S-8,
Reg. No.
333-67858,
filed on August
17, 2001
5.1 Opinion of Haynes and X
Boone, LLP
15.1 Letter re unaudited
interim financial
information*
9
1 EXHIBIT NUMBER DESCRIPTION INCORPORATED BY FILED HEREWITH
REFERENCE FROM
23.1 Consent of Deloitte & X
Touche LLP
23.2 Consent of Haynes and Included as part of
Boone, LLP Exhibit 5.1
24 Power of attorney Signature Page to this
Registration Statement
99.1 W. Russell Scheirman, II X
Employment Agreement
99.2 Robert L. Gerry, III X
Employment Agreement
99.3 W. Russell Scheirman, II X
Letter Agreement
99.4 Robert L. Gerry, III X
Letter Agreement
*Not applicable
10