Unassociated Document
AS
FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2005
REGISTRATION
NO. 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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TETON
ENERGY CORPORATION
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation or
Organization)
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84-1482290
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(I.R.S.
Employer Identification
No.)
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410
17th
Street,
Suite 1850, Denver, Colorado 80202
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(Address,
including Zip Code, of Principal
Executive Offices)
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2004
Non-Employee Stock Compensation
Plan
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(Full
Title of the Plan)
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KARL
F. ARLETH
Chief
Executive Officer
Teton
Energy Corporation
410
17th
Street
Denver,
Colorado 80202
(303)
565-4604
(Name,
address, telephone number, including area code, of agent for
service)
CALCULATION
OF REGISTRATION FEE
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Title
of Securities To Be Registered
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Amount
Being Registered (1)
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Proposed
Maximum Offering Price Per Security (2)
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Proposed
Maximum Aggregate Offering Price (2)
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Amount
of Registration Fee
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Common
Stock, par value $.001 per share (2)
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87,500
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$6.41
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$560,875
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$66.01
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(1)
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In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as
amended, (the “Securities Act”), this Registration Statement includes an
indeterminate number of additional shares which may be offered and
sold as
a result of anti-dilution provisions described in the above-referenced
plan.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration
fee
and calculated pursuant to Rule 457(c) and 457(h) under the Securities
Act
on the basis of the average between the high and low prices of the
Registrant’s Common Stock on August 18, 2005 as reported by the American
Stock Exchange.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
Pursuant
to the Note to Part I of the Form S-8, the information required by Part I is
not
filed with the Securities and Exchange Commission.
Item
2. Information and Employee Plan Annual Information
Registrant
will provide without charge to each person to whom a copy of a Section 10(a)
Prospectus hereunder is delivered, upon the oral or written request of such
person, a copy of any document incorporated in this Registration Statement
by
reference. Requests for such information should be directed to Teton Energy
Corporation, 410 17th
Street,
Suite 1850, Denver, Colorado 80202, (303) 565-4604.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Certain Documents by Reference
The
following documents previously filed by Teton Energy Corporation (the “Company”)
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:
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(1)
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The
Company’s Annual Report on Form 10-K/A for the Year Ended December 31,
2004.
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(2)
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The
Company’s Quarterly Reports on Form 10-Q for the Quarters Ended March 31,
2005 and June 30, 2005.
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(3)
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All
other reports filed by Registrant pursuant to Section 13(a) or 15(d)
of
the Exchange Act since the end of the fiscal year covered by the
Form 10-K
referred to in (a) above, except Current Reports on Form 8-K to the
extent
they contain information furnished pursuant to either Item 9 or Item
12
thereof.
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In
addition to the foregoing, all documents subsequently filed by the Company
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 indicating that
all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date
of
filing of such documents.
Any
statement contained in a document incorporated by reference in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any
subsequently filed document that is also 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
of this registration statement. All information appearing in this registration
statement is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated
herein by reference, except to the extent set forth in the immediately preceding
statement.
The
Company hereby undertakes to provide without charge to each person to whom
a
copy of this prospectus is delivered, upon the oral or written request of such
person, a copy of any document incorporated in this registration statement
by
reference, except exhibits to such documents. Requests for such information
should be directed to Teton Energy Corporation, 410 17th
Street,
Suite 1850, Denver, Colorado 80202, (303) 565-4604.
Item
4. Description of Securities
The
holders of common stock are entitled to receive dividends when and as declared
by the board of directors out of funds legally available therefore. Holders
of
common stock are entitled to one vote per share on all matters upon which such
holders are entitled to vote. Our Certificate of Incorporation does not provide
for cumulative voting in connection with the election of directors. Directors
are elected by a plurality of votes cast. In the event of dissolution,
liquidation or winding up of the Company, holders of Common Stock are entitled
to share ratably in assets remaining after creditors (including holders of
any
preferred stock, as to liquidation preferences) have been paid.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Officers and Directors
The
Company is a Delaware corporation. Section 145 of the Delaware General
Corporation Law, as amended, provides for the indemnification of the Company’s
officers, directors, employees and agents under certain circumstances as
follows:
(a)
A
corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if
the
person acted in good faith and in a manner the person reasonably believed to
be
in or not opposed to the best interests of the corporation, and, with respect
to
any criminal action or proceeding, had no reasonable cause to believe the
person’s conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or
its equivalent, shall not, of itself, create a presumption that the person
did
not act in good faith and in a manner which the person reasonably believed
to be
in or not opposed to the best interests of the corporation, and, with respect
to
any criminal action or proceeding, had reasonable cause to believe that the
person’s conduct was unlawful.
(b)
A
corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action
or
suit by or in the right of the corporation to procure a judgment in its favor
by
reason of the fact that the person is or was a director, officer, employee
or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall
be
made in respect of any claim, issue or matter as to which such person shall
have
been adjudged to be liable to the corporation unless and only to the extent
that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c)
To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
(d)
Any
indemnification under subsections (a) and (b) of this section (unless ordered
by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because
the
person has met the applicable standard of conduct set forth in subsections
(a)
and (b) of this section. Such determination shall be made, with respect to
a
person who is a director or officer at the time of such determination, (1)
by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than
a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e)
Expenses (including attorneys’ fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit
or
proceeding may be paid by the corporation in advance of the final disposition
of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the corporation
as authorized in this section. Such expenses (including attorneys’ fees)
incurred by former directors and officers or other employees and agents may
be
so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f)
The
indemnification and advancement of expenses provided by, or granted pursuant
to,
the other subsections of this section shall not be deemed exclusive of any
other
rights to which those seeking indemnification or advancement of expenses may
be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and
as to action in another capacity while holding such office.
(g)
A
corporation shall have power to purchase and maintain insurance on behalf of
any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under this section.
(h)
For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority
to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under
this section with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
(i)
For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person
who
acted in good faith and in a manner such person reasonably believed to be in
the
interest of the participants and beneficiaries of an employee benefit plan
shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
(j)
The
indemnification and advancement of expenses provided by, or granted pursuant
to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee
or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k)
The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation’s obligation to advance expenses (including attorneys’
fees).
We
have
included indemnification provisions in our bylaws to provide protection for
our
directors and officers consistent with Delaware law. Our bylaws provide that
we
will indemnify each party against all expenses, including attorneys’ fees,
actually and reasonably incurred by such director in connection with any
proceeding brought or threatened against such director in that director’s
capacity as a director, officer, employee, or agent. However, no indemnification
for expenses will be made under the agreement (a) on account of any suit in
which a final judgment is rendered against the indemnified party for an
accounting of profits made from the purchase or sale by him of our securities
pursuant to the provisions of section 16(b) of the Securities Exchange Act,
or
similar provisions of any federal, state, or local law, or on account of any
suit in which a final judgment is rendered against the indemnified party for
violation of Section 10(b) or Rule 10b-5 of the Securities Exchange Act, or
similar provisions of any federal, state, or local law; (b) on account of the
indemnified party’s conduct that is finally adjudged by a court to have
constituted intentional fraud, recklessness, or willful misconduct; (c) if
a
final decision by a court having jurisdiction in the matter shall determine
that
such indemnification is not lawful; (d) to the extent that the indemnified
party
has voluntarily become a party to any proceeding without our written consent;
or
(e) to the extent that the indemnified party has been reimbursed by insurance.
Expenses
incurred by the indemnified party (including expenses for which he is ultimately
expected to be reimbursed through insurance) pursuant to any proceeding will
be
paid by us in advance of any final disposition of the proceeding upon the
written request of the indemnified party and his undertaking in writing to
repay
such amount if he is ultimately reimbursed such amount by insurance or if it
is
ultimately determined that he is not entitled to indemnification.
Indemnification provided by our bylaws is not exclusive of any rights to which
the director may be entitled under our bylaws, any agreement, any vote of
shareholders or directors, applicable law, any directors’ and officers’
insurance policy, or otherwise. With respect to certain liabilities incurred
under the Securities Act, our obligation may be subject to undertakings
contained in various registration statements filed by us pursuant to the
Securities Act, as those undertakings relate to the possible need for court
review of indemnification for these liabilities.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
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Exhibit
No.
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Description
of Exhibits
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5.1
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Opinion
of Lohf Shaiman Jacobs Hyman & Feiger PC (filed herewith
electronically)
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23.1
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Consent
of Ehrhardt Keefe Steiner & Hottman PC, Independent auditors (filed
herewith electronically)
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23.2
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Consent
of Lohf Shaiman Jacobs Hyman & Feiger PC (included in Exhibit
5.1)
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24.1
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Power
of Attorney (included on page 6 of this Registration
Statement)
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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;
(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 prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act 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 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 the registrant
pursuant to Section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act, 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
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act, may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing previsions, or otherwise, the registrant has been
advised that in the opinion of the 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 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 Securities Act and will be governed by the final adjudication
of such issue.
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
of
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 Denver, Colorado, on August 23, 2005.
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TETON
ENERGY CORPORATION |
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By: |
/S/
Karl F. Arleth |
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Karl
F. Arleth |
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Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities
and
on the dates indicated.
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Karl F.
Arleth as such person’s true and lawful attorney-in-fact and agent, with full
powers of substitution and re-substitution, for such person and in such person’s
name, place and stead, in any and all capacities, to sign any or 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing requisite or 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 said attorney-in-fact and agent or
his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed on August 23, 2005 by the following persons in the capacities
indicated.
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Signature
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Title
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/S/
James J. Woodcock
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Chairman
of the Board of Directors
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James
J. Woodcock
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/S/
Karl F. Arleth
Karl
F. Arleth
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President
and Chief Executive Officer (Principal Executive Officer) and
Director
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/S/
Patrick A. Quinn
Patrick
A. Quinn
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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/S/
John T. Connor, Jr.
John
T. Connor, Jr.
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Director
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/S/
Thomas F. Conroy
Thomas
F. Conroy
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Director
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/S/
H. Howard Cooper
H.
Howard Cooper
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Director
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INDEX
TO EXHIBITS
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No.
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Item
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Method
of Filing
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5.1
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Opinion
of Lohf Shaiman Jacobs Hyman & Feiger PC
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Filed
herewith electronically.
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23.1
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Consent
of Ehrhardt Keefe Steiner & Hottman PC
(Filed
herewith electronically)
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Filed
herewith electronically.
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23.2
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Consent
of Lohf Shaiman Jacobs Hyman & Feiger PC
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Included
in Exhibit 5.1.
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24.1
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Power
of Attorney
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Included
on page 6 of this Registration
Statement.
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