As filed with the Securities and Exchange Commission on May 8, 2008

Registration No. 33-88962

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COMSTOCK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		94-1667468 (I.R.S. Employer Identification No.)

Suite 500
Frisco, Texas 75034
(Address of Principal Executive Offices) (Zip Code)

Comstock Resources, Inc. 401(k) Profit Sharing Plan
(Full title of the plan)

M. Jay Allison
President and Chief Executive Officer
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
(972) 668-8800
(Name, address and telephone number, including area code, of agent for service)

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

Large accelerated filer o		Accelerated filer þ
Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

 

 

EXPLANATORY NOTE

     The Registration Statement on Form S-8 (Registration No. 33-88962) (the “Registration Statement”) of Comstock Resources, Inc., a Nevada corporation (“Comstock”), pertaining to the registration of shares of common stock, par value $0.50 per share, of Comstock (the “Comstock Common Stock”) issuable under the terms of Comstock’s 401(k) Profit Sharing Plan (the “Plan”), to which this Post-Effective Amendment No. 1 relates, was originally filed with the Securities and Exchange Commission on January 30, 1995.

     We are amending the Form S-8 because of an amendment to the Plan. We have included as Exhibit 4.1 to this Post-Effective Amendment No. 1 to the Registration Statement the current version of the Plan, amended and restated, effective as of April 1, 2008.

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 Frisco, State of Texas, on May 7, 2008.

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 dates indicated.

Signature		Title		Date
/s/ M. Jay Allison   M. Jay Allison		President, Chief Executive Officer, Chairman of the Board of Directors, Director (Principal Executive Officer)		May 7, 2008
/s/ Roland O. Burns   Roland O. Burns		Senior Vice President, Chief Financial Officer, Director (Principal Financial and Accounting Officer)		May 7, 2008
*   Cecil E. Martin, Jr.		Director		May 7, 2008
/s/ David W. Sledge   David W. Sledge		Director		May 7, 2008

*By: /s/ M. Jay Allison          
M. Jay Allison
Attorney-in-Fact

EXHIBITS

Exhibit No.		Description
4.1*		Comstock Resources, Inc. 401(k) Profit Sharing Plan
24.1+		Power of Attorney of certain officers and directors of the Registrant