As filed with the Securities and Exchange Commission on May 13, 2020.

Registration No. 333-            

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


W&T Offshore, Inc.

(Exact name of registrant as specified in its charter)

 


 

Texas

 

72-1121985

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Nine Greenway Plaza, Suite 300

Houston, Texas 77046

(Address, including zip code, of Principal Executive Offices)

 


W&T Offshore, Inc. 2004 Directors Compensation Plan

(Full title of the plan)

 

Shahid Ghauri

Vice President, General Counsel and Secretary

Nine Greenway Plaza, Suite 300

Houston, Texas 77046

(713) 626-8525

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 


Copies to:

 

James M. Prince

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500

Houston, Texas 77002-6760

(713) 758-2222

 

 

 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

             

Large accelerated filer

 

  

Accelerated filer

 

       

Non-accelerated filer

 

  

Smaller reporting company

 

             
       

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities

to Be Registered

 

Amount

To Be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share (2)

 

Proposed

Maximum
Aggregate

Offering Price (2)

 

Amount of
Registration Fee (2)

Common Stock, par value $0.00001 per share

 

500,000 shares

 

$2.615

 

$1,307,500

 

$169.71

 

(1)

Upon a future stock split, reverse stock split, stock dividend or similar transaction involving Common Stock of W&T Offshore, Inc. (the “Company”) and during the effectiveness of this Registration Statement, the number of securities registered shall be automatically increased or decreased to cover the additional securities or the reduction in securities, as applicable, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Estimated solely for purposes of calculating the amount of the registration fee, pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices per share of the Company’s Common Stock as reported by the New York Stock Exchange on May 6, 2020.

 

 


 

 

 

EXPLANATORY NOTE

 

On June 30, 2005, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 666,917 shares of Common Stock for issuance pursuant to the W&T Offshore, Inc. 2004 Directors Compensation Plan (the “Directors Plan”). This Registration Statement registers an additional 500,000 shares of Common Stock to increase the amount of Common Stock available for issuance pursuant to the Directors Plan. Accordingly and pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed on June 30, 2005 (File No. 333-126252) are incorporated by reference herein.

 

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents filed by the Company with the Commission are incorporated herein by reference:

 

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2019;

 

(b) Current Reports on Form 8-K (excluding any information furnished pursuant to Items 2.02 and 7.01) filed on May 5, 2020 and May 7, 2020;

 

(c) All documents filed by the Company with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above and prior to the filing of a post-effective amendment hereto that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall, except to the extent otherwise provided by Regulation S-K or any other rule promulgated by the Commission, be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other document subsequently filed or 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; and

 

(d) The description of the Company’s Common Stock contained in the Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended, filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the Commission on March 5, 2020, and any amendment or report filed for the purpose of updating such description.

 

Item 8.

Exhibits.

     

Number

  

Exhibit

   

  4.1

  

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1, filed May 3, 2004 (File No. 333-115103)).

     

  4.2

 

Indenture, dated as of October 18, 2018, by and among W&T Offshore, Inc., W&T Energy VI, LLC, and W&T Energy VII, LLC, as subsidiary guarantors the Guarantors (as defined) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on October 24, 2018 (File No. 001-32414)).

     

  4.3

 

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K, filed on March 5, 2020 (File No. 001-32414)).

     

  4.4

 

2004 Directors Compensation Plan of W&T Offshore, Inc. (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1, filed May 3, 2004 (File No. 333-115103)).

     

  4.5

 

First Amendment to the 2004 Directors Compensation Plan of W&T Offshore, Inc. (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed March 26, 2020 (File No. 001-32414)).

   

  5.1*

  

Opinion of Vinson & Elkins L.L.P.

   

23.1*

  

Consent of Ernst & Young LLP.

   

23.2*

  

Consent of Netherland, Sewell & Associates, Inc.

   

23.3*

  

Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

   

24.1*

  

Powers of Attorney (included on the signature page of this Registration Statement)

  

 

*

Filed herewith.

 

 

 

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 13th day of May, 2020.

 

     

W&T OFFSHORE, INC.

   

By:

 

/s/ Tracy W. Krohn

 

 

Tracy W. Krohn

 

 

Chief Executive Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the individual whose signature appears below constitutes and appoints Tracy W. Krohn as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments to this Registration Statement (including any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933), 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, and 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, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.

 

         

Signature

  

Capacity

 

Date

     

/s/ Tracy W. Krohn

  

Chairman, Chief Executive Officer, President and Director

 

May 13, 2020

Tracy W. Krohn

  

(Principal Executive Officer)

 

 
     

/s/ Janet Yang

  

Executive Vice President and Chief Financial Officer

 

May 13, 2020

Janet Yang

  

(Principal Financial and Chief Accounting Officer)

 

 
     

/s/ Virginia Boulet

  

Director

 

May 13, 2020

Virginia Boulet

  

 

 

 
     

/s/ Stuart B. Katz

  

Director

 

May 13, 2020

Stuart B. Katz

  

 

 

 
     

/s/ S. James Nelson, Jr.

  

Director

 

May 13, 2020

S. James Nelson, Jr.

  

 

 

 
     

/s/ B. Frank Stanley

  

Director

 

May 13, 2020

B. Frank Stanley

  

 

 

 

 

 

 

 
ex_186420.htm

Exhibit 5.1

 

 

 

 

May 13, 2020

 

 

W&T Offshore, Inc.

Nine Greenway Plaza, Suite 300

Houston, Texas 77046

 

Ladies and Gentlemen:

 

We have acted as counsel for W&T Offshore, Inc., a Texas corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 500,000 shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2020, which Shares may be issued from time to time in accordance with the terms of the W&T Offshore, Inc. 2004 Directors Compensation Plan, as amended from time to time (the “Plan”).

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

 

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, will be validly issued, fully paid and non-assessable.

 

 

Vinson & Elkins LLP  Atorneys at Law

Austin  Dallas  Dubai  Hong Kong  Houston  London  New York

Richmond  Riyadh  San Francisco  Tokyo  Washington

1001 Fannin Street, Suite 2500
Houston, TX 77002-6760

Tel  +1.713.758.2222  Fax +1.713.758.2346  velaw.com

 

 

 

May 13, 2020   Page 2

 

 

This opinion is limited in all respects to the Texas Business Organizations Code. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,

 

/s/ Vinson & Elkins LLP

 

 
ex_186421.htm

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the W&T Offshore, Inc. 2004 Directors Compensation Plan of our reports dated March 5, 2020, with respect to the consolidated financial statements of W&T Offshore, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of W&T Offshore, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

 

/s/ ERNST & YOUNG LLP

 

Houston, Texas
May 13, 2020

 

 

 

 
ex_186422.htm

Exhibit 23.2

 

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

 

 

As independent consultants, Netherland, Sewell & Associates, Inc. hereby consents to the incorporation by reference in the Form S-8 of W&T Offshore, Inc. to be filed on or about May 13, 2020, and as referenced in the Annual Report on Form 10-K of W&T Offshore, Inc. filed on March 5, 2020, of information from our reserves report with respect to the reserves of W&T Offshore, Inc. dated January 23, 2020, and entitled "Estimates of Reserves and Future Revenue to the W&T Offshore, Inc. Interest in Certain Oil and Gas Properties Located in State Waters Offshore Alabama, Louisiana, and Texas, and in the Gulf of Mexico as of December 31, 2019", and to the use of our reports on reserves and the incorporation of the reports on reserves for the years ended 2015, 2016, 2017, and 2018.

 

 

NETHERLAND, SEWELL & ASSOCIATES, INC.

 

 

 

 

 

 

 

 

 

 

By:  

/s/ C.H. (Scott) Rees III, P.E.

 

 

 

C.H. (Scott) Rees III, P.E.

 

 

 

Chairman and Chief Executive Officer

 

 

Dallas, Texas

May 13, 2020