As filed with the Securities and Exchange Commission on December 5, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABRAXAS PETROLEUM CORPORATION
-------------------------------
(Exact name of issuer as specified in its charter)
NEVADA 74-2584033
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 North Loop 1604 East, Suite 100, San Antonio, Texas 78232
(Address of principal executive offices) (Zip Code)
ABRAXAS PETROLEUM CORPORATION STOCK OPTION AGREEMENTS
(Full title of the plan)
Robert L. G. Watson
Chairman of the Board, President
and Chief Executive Officer
ABRAXAS PETROLEUM CORPORATION
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232
(210) 490-4788
----------------
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
-----------------------------------------------------------------------
Common Stock, 410,089 $ 1.25 (1) $ 512,611 (1) $ 122.52
par value $.01 shares
per share
(1) In accordance with Rule 457(h), computed upon the basis of the prices
reported on AMEX on December 3, 2001. This price is used solely for the
purpose of calculating the registration fee.
PART II
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement, and all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
have been sold or which deregisters any Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in the Registration Statement
and to be a part hereof from the date of filing of such documents.
(a) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed:
Annual Report on Form 10-K for the year ended December 31, 2000
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above:
1. Form 10-Q for the Quarter Ended March 31, 2001 Filed: May
15, 2001
2. Form 10-Q for the Quarter Ended June 30, 2001 Filed:
August 14, 2001
3. Form 10-Q for the Quarter Ended September 30, 2001 Filed:
November 14, 2001
4. Form 8-K filed on October 3, 2001
5. Form 8-K filed on October 9, 2001
6. Form 8-K filed on November 14, 2001
(c) See "Description of Registrant's Securities to be Registered" in
Registration Statement No. 34-0-19118 on Form 8-A-12B filed on August 17, 2000
and incorporated herein by reference.
Item 4. Description of Securities.
Not applicable.
1
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation contain a provision that
eliminates the personal monetary liability of directors and officers to the
Registrant and its stockholders for a breach of fiduciary duties to the extent
currently allowed under the Nevada General Corporation Law (the "Nevada
Statute"). If a director or officer were to breach his fiduciary duties, neither
the Registrant nor its stockholders could recover monetary damages, and the only
course of action available to the Registrant's stockholders would be equitable
remedies, such as an action to enjoin or rescind a transaction involving a
breach of fiduciary duty. To the extent certain claims against directors or
officers are limited to equitable remedies, this provision of the Registrant's
Articles of Incorporation may reduce the likelihood of derivative litigation and
may discourage stockholders or management from initiating litigation against
directors or officers for breach of their duty of care. Additionally, equitable
remedies may not be effective in many situations. If a stockholder's only remedy
is to enjoin the completion of the Board of Director's action, this remedy would
be ineffective if the stockholder did not become aware of a transaction or event
until after it had been completed. In such a situation, it is possible that the
stockholders and the Registrant would have no effective remedy against the
directors or officers.
Liability for monetary damages has not been eliminated for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law or payment of an improper dividend in violation of section 78.300 of the
Nevada Statute. The limitation of liability also does not eliminate or limit
director liability arising in connection with causes of action brought under the
Federal securities laws.
The Nevada Statute permits a corporation to indemnify certain persons,
including officers and directors, who are (or are threatened to be made) parties
against all expenses (including attorneys' fees) actually and reasonably
incurred by, or imposed upon, him in connection with the defense by reason of
his being or having been a director or officer if he acted in good faith and in
a manner which he 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 his conduct was unlawful, except
where he has been adjudged by a court of competent jurisdiction (and after
exhaustion of all appeals) to be liable for gross negligence or willful
misconduct in the performance of his duty. The Bylaws of the Registrant provide
indemnification to the same extent allowed pursuant to the foregoing provisions
of the Nevada Statute.
Nevada corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
2
which the corporation cannot indemnify its directors and officers. The
Registrant currently has a directors' and officers' liability insurance policy
in effect providing $10.0 million in coverage and an additional $1.0 million in
coverage for certain employment related claims.
The Registrant has entered into indemnity agreements with each of its
directors and officers. These agreements provide for indemnification to the
extent permitted by the Nevada Statute.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Articles of Incorporation of Registrant. (Filed as Exhibit 3.1 to
Form S-4 filed September 7, 1990, Registration Statement No. 33-36565).
3.2 Articles of Amendment to the Articles of Incorporation of
Registrant, dated October 22, 1990. (Filed as Exhibit 3.3 to Amendment No. 1 to
Form S-4 filed October 29, 1990, Registration Statement No. 33-36565).
3.3 Articles of Amendment to the Articles of Incorporation of
Registrant, dated December 18, 1990. (Filed as Exhibit 3.4 to Amendment No. 3 to
Form S-4 filed December 20, 1990, Registration Statement No. 33-36565).
3.4 Agreement and Plan of Merger, dated December 21, 1990, between
Abraxas Petroleum Corporation, a Texas corporation, and Registrant filed with
the Nevada Secretary of State. (Filed as Exhibit 10.1 to Form 8-K filed with the
Securities and Exchange Commission on March 15, 1991).
3.5 Articles of Amendment to the Articles of Incorporation of
Registrant, dated June 8, 1995. (Filed as Exhibit 3.4 to Form S-3 filed January
18, 1996, Registration Statement No. 333-398).
3.6 Amended and Restated Bylaws of Registrant. (Filed as Exhibit 3.5 to
Form S-3 filed January 18, 1996, Registration Statement No. 333-398).
3.7 Articles of Amendment to the Articles of Incorporation of
Registrant, dated June 8, 1995. (Filed as Exhibit 3.4 to Registrant's
Registration Statement on Form S-3 filed January 18, 1996, Registration
Statement No. 333-398).
3.8 Articles of Amendment to the Articles of Incorporation of
Registrant, dated as of August 12, 2000. (Filed as Exhibit 3.5 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000).
3
4.1 Specimen Common Stock Certificate of Registrant. (Filed as Exhibit
4.1 to Form S-4 filed September 7, 1990, Registration Statement No. 33-36565).
4.2 Rights Agreement dated as of December 6, 1994, by and between
Registrant and First Union National Bank of North Carolina. (Filed as Exhibit
4.1 to Registrant's Registration Statement on Form 8-A filed on December 6,
1994).
4.3 Amendment to Rights Agreement dated as of July 14, 1997, by and
between Registrant and American Stock Transfer & Trust Company. (Filed as
Exhibit 1 to Amendment No. 1 to Registrant's Registration Statement on Form 8-A
filed on August 20, 1997).
4.4 Second Amendment to Rights Agreement as of May 22, 1998, by and
between Registrant and American Stock Transfer & Trust Company. (Filed as
Exhibit 1 to Amendment No. 2 to Registrant's Registration Statement on Form 8-A
filed on August 24, 1998).
4.5 Indenture dated January 27, 1999, by and among Registrant, Canadian
Abraxas and IBJ Schroeder Bank & Trust Company. (Filed as Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated February 5, 1999).
4.6 Third Supplemental Indenture dated December 21, 1999, by and among
Registrant, Canadian Abraxas and the Bank of New York f/k/a IBJ Schroeder Bank &
Trust Company. (Filed as Exhibit 4.7 to Registrant's Registration Statement on
Form S-1, No. 333-95281).
4.7 Indenture dated March 26, 1999, by and among Registrant, Canadian
Abraxas, New Cache, Sandia and Norwest Bank Minnesota, National Association.
(Filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K dated March 31,
1999).
4.8 Indenture dated December 21, 1999, by and among Registrant,
Canadian Abraxas, Sandia, New Cache, Wamsutter and Firstar Bank, National
Association. (Filed as Exhibit T3C to Registrant's and Canadian Abraxas'
Indenture Qualification on Form T3-A, No. 022-22449).
4.9 Form of Old Note. (Filed as Exhibit A to Exhibit 4.6).
4.10 Form of First Lien Note. (Filed as Exhibit A to Exhibit 4.8).
4.11 Form of Second Lien Note. (Filed as Exhibit A to Exhibit 4.9).
5.1 Opinion of Cox & Smith Incorporated as to the legality of the
Common Stock being registered (Filed herewith).
23.1 Consent of Deloitte & Touche LLP (Filed herewith).
4
23.2 Consent of Ernst & Young LLP (Filed herewith)
23.3 Consent of Cox & Smith Incorporated (found in Exhibit 5.1).
24.1 Power of Attorney of Craig S. Bartlett, Jr. (Filed herewith).
24.2 Power of Attorney of Franklin A. Burke (Filed herewith).
24.3 Power of Attorney of Ralph E. Cox (Filed herewith).
24.4 Power of Attorney of Frederick M. Pevow, Jr. (Filed herewith).
24.5 Power of Attorney of James C. Phelps (Filed herewith).
24.6 Power of Attorney of Joseph A. Wagda (Filed herewith).
5
The Registrant undertakes that it will submit or has submitted the plan
and any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the plan.
Item 9. Undertakings.
The Registrant undertakes the following:
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, as amended (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) if, in the aggregate,
the changes in volume and price represent no more than 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) of this
section 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 the Registrant pursuant to Section 13 or Section
15(d) of the 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, 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.
6
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.
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 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.
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 provisions, or otherwise, the Registrant
has 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 the Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
7
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 San Antonio, Texas on December 5, 2001.
ABRAXAS PETROLEUM CORPORATION
By: /s/ Robert L. G. Watson
----------------------------------------
Robert L.G. Watson,
Chairman of the Board, President and
Principal Executive Officer
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 Name and Title Date
/s/ Robert L. G. Watson Chairman of the Board, December 5, 2001
---------------------------- President (Principal
Robert L.G. Watson Executive Officer)
and Director
/s/ Chris E. Williford Executive Vice President December 5, 2001
---------------------------- and Treasurer (Principal
Chris E. Williford Financial and Accounting
Officer)
/s/ Craig S. Bartlett, Jr.* Director December 5, 2001
----------------------------
Craig S. Bartlett, Jr.
/s/ Franklin A. Burke* Director December 5, 2001
----------------------------
Franklin A. Burke
/s/ Ralph F. Cox* Director December 5, 2001
----------------------------
Ralph F. Cox
/s/ Frederick M. Pevow, Jr.* Director December 5, 2001
----------------------------
Frederick M. Pevow, Jr.
8
/s/ James C. Phelps* Director December 5, 2001
---------------------------
James C. Phelps
/s/ Joseph A. Wagda* Director December 5, 2001
---------------------------
Joseph A. Wagda
*By: Chris E. Williford, Attorney-in-Fact
9
EXHIBIT INDEX
Exhibit No. Description Page
5.1 Opinion of Cox & Smith Incorporated as to the legality
of the Common Stock being registered (Filed herewith). 11
23.1 Consent of Deloitte & Touche LLP (Filed herewith). 12
23.2 Consent of Ernst & Young LLP (Filed herewith). 13
23.3 Consent of Cox & Smith Incorporated (found in Exhibit 5.1). 11
24.1 Power of Attorney of Craig S. Bartlett, Jr. (Filed herewith). 14
24.2 Power of Attorney of Franklin A. Burke (Filed herewith). 15
24.3 Power of Attorney of Ralph F. Cox (Filed herewith). 16
24.4 Power of Attorney of Frederick M. Pevow, Jr. (Filed herewith). 17
24.5 Power of Attorney of James C. Phelps (Filed herewith). 18
24.6 Power of Attorney of Joseph A. Wagda (Filed herewith). 19
10
Exhibit 5.1
COX & SMITH
I N C O R P O R A T E D
ATTORNEYS COUNSELORS
112 East Pecan Street
Suite 1800
San Antonio, Texas 78205-1521
(210) 554-5500
Fax (210) 226-8395
Writer's Direct Number Writer's E-Mail Address
(210) 554-5255 srjacobs@coxsmith.com
December 5, 2001
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 1800
San Antonio, Texas 78232
Re: Registration Statement on Form S-8 for
the Abraxas Petroleum Corporation Stock
Option Agreements
Gentlemen:
We have acted as counsel to Abraxas Petroleum Corporation (the
"Company") in connection with the preparation for filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to an aggregate of 410,089 shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of the Company. The Shares are
issuable pursuant to certain stock option agreements (the "Agreements").
We have examined such corporate records, documents, instruments and
certificates of the Company as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed herein. In such examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents, instruments, records and certificates submitted to us as copies or
originals.
Based upon the foregoing, we are of the opinion that the Shares will
have been duly authorized and legally issued and will constitute fully paid and
nonassessable shares of Common Stock of the Company when issued in accordance
with the Agreements.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, the rules or regulations of the Securities
and Exchange Commission promulgated thereunder or any similar provisions of any
state securities laws or regulations.
Very truly yours,
COX & SMITH INCORPORATED
By: /s/ Steven R. Jacobs
For the Firm
SRJ/cs
11
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Abraxas Petroleum Corporation on Form S-8 of our report dated March 22, 2001,
appearing and incorporated by reference in the Annual Report on Form 10-K of
Abraxas Petroleum Corporation for the year ended December 31, 2000.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
San Antonio, Texas
December 5, 2001
12
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated March 17, 2000,
except for Notes 2 and 18, as to which the date is March 31, 2000, with respect
to the consolidated financial statements of Abraxas Petroleum Corporation as of
December 31, 1999 and for each of the two years in the period ended December 31,
1999, included in its Annual Report (Form 10-K) for the year ended December 31,
2000, previously filed with the Securities and Exchange Commission, in this
Registration Statement on Form S-8 dated December 5, 2001 pertaining to the
Abraxas Petroleum Corporation Stock Option Agreements.
/s/ Ernst & Young LLP
San Antonio, Texas
December 5, 2001
13
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L.G. Watson, Robert W. Carington, Jr. and
Chris E. Williford, and each of them, as 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 the Registration
Statement on Form S-8 of Abraxas Petroleum Corporation and any or all amendments
(including post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 5, 2001
/S/ Craig S. Bartlett, Jr.
--------------------------
Craig S. Bartlett, Jr.
14
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L.G. Watson, Robert W. Carington, Jr. and
Chris E. Williford, and each of them, as 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 the Registration
Statement on Form S-8 of Abraxas Petroleum Corporation and any or all amendments
(including post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 5, 2001
/S/ Franklin A. Burke
------------------------
Franklin A. Burke
15
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L.G. Watson, Robert W. Carington, Jr. and
Chris E. Williford, and each of them, as 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 the Registration
Statement on Form S-8 of Abraxas Petroleum Corporation and any or all amendments
(including post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 5, 2001
/S/ Ralph F. Cox
-----------------------
Ralph F. Cox
16
Exhibit 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L.G. Watson, Robert W. Carington, Jr. and
Chris E. Williford, and each of them, as 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 the Registration
Statement on Form S-8 of Abraxas Petroleum Corporation and any or all amendments
(including post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 5, 2001
/S/ Frederick M; Pevow, Jr.
---------------------------
Frederick M. Pevow, Jr.
17
Exhibit 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L.G. Watson, Robert W. Carington, Jr. and
Chris E. Williford, and each of them, as 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 the Registration
Statement on Form S-8 of Abraxas Petroleum Corporation and any or all amendments
(including post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 5, 2001
/S/ James C. Phelps
---------------------
James C. Phelps
18
Exhibit 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Robert L.G. Watson, Robert W. Carington, Jr. and
Chris E. Williford, and each of them, as 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 the Registration
Statement on Form S-8 of Abraxas Petroleum Corporation and any or all amendments
(including post-effective amendments) thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, 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
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 5, 2001
/S/ Joseph A. Wagda
-----------------------
Joseph A. Wagda
19