As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PATINA OIL & GAS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-2629477
State or other jurisdiction of (I. R. S. Employer
corporated or organization) Identification No.)
1625 Broadway
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
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PATINA OIL & GAS CORPORATION 1996 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
PATINA OIL & GAS CORPORATION 1996 STOCK OPTION PLAN
(Full title of the plan)
Keith M. Crouch
Senior Vice President & General Counsel
1625 Broadway
Denver, Colorado 80202
(Name and address of agent for service)
(303) 592-4600
(Telephone number, including area code, of agent for service)
Copy to:
Thomas J. Edelman
President
Patina Oil & Gas Corporation
595 Madison Ave., 27th Floor
New York, New York 10022
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share * price * fee
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Common Stock 1,500,000 shares
par value $6.4375 $9,656,250 $3,329.75
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* Estimated, solely for purposes of calculating the registration fee on the
basis of the average of the high and low prices for the Common Stock on the New
York Stock Exchange on June 12, 1996.
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PART I I
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Patina Oil & Gas Corporation, a
Delaware corporation (the "Company"), are incorporated herein by reference and
made a part hereof:
(a) The Company's final prospectus dated April 4, 1996 filed pursuant
to Rule 424(b) of the Securities Act of 1933 in connection with
the Company's Registration Statement on Form S-4 (File No.
333-572);
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the prospectus referred to in (a) above.
(c) The description of the Company's Common Stock, par value $.01 per
share, included in the Company's Registration Statement on Form
8-A as filed with the Commission with respect to the Common Stock
on April 25, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the DGCL, a Delaware corporation has the power,
under specified circumstances, to indemnify its directors, officers, employees
and agents in connection with threatened, pending or completed actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in right of the corporation), brought against them by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in any such action, suit or proceeding because
such person is or was an officer or director of the Company or is a person who
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation or of a partnership, joint venture trust or
other enterprise, including service relating to employee benefit plans, to the
fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Certificate of Incorporation and the Bylaws
were adopted or as may be thereafter amended Article VI of the Company's Bylaws
and Article Ninth of its Certificate of Incorporation expressly provided that
they are not the exclusive methods of indemnification.
Article VI of the Bylaws also provide that Company may maintain
insurance, at its own expense, to protect itself and any director, officer,
employee or agent of Company or of another entity against any expense, liability
or loss, regardless of whether Company would have the power to indemnify such
person against such expense, liability or loss under the DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (relating to liability for
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unauthorized acquisitions or redemptions of, or dividends on, capital stock) or
(iv) for any transaction from which the director derived an improper personal
benefit. Article Eighth of the Certificate of Incorporation contains such a
provision.
The Company has entered into indemnification agreements with each of its
officers and directors and may in the future enter into such indemnification
agreements with its directors, officers, employees and agents. Such
indemnification agreements are intended to provide a contractual right to
indemnification, to the extent permitted by law, for expenses (including
attorneys' fees and disbursements), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with any proceeding (including, to the extent permitted by law,
any derivative action) to which they are, or are threatened to be made, a party
by reason of their status in such positions. Such indemnification agreements do
not change the basic legal standards for indemnification set forth in the DGCL
or the Certificate of Incorporation of the Company. Such provisions are intended
to be in furtherance, and not in limitation of, the general right to
indemnification provided in the Certificate of Incorporation and By-laws of the
Company.
Item 7 Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit
Number Description of Exhibits
4.1 Certificate of Incorporation incorporated herein by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 (Registration No. 333-572)
4.2 Bylaws incorporated herein by reference to Exhibit 3.3
to the Company's Registration Statement on Form S-4
(Registration No. 333-572)
5.1 Opinion of Keith M. Crouch, Esq.
23.1 Consent of Keith M. Crouch, Esq. (included in Exhibit
5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Coopers & Lybrand LLP
24.1 Powers of attorney of directors (included on the
signature page hereto)
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Item 9. Undertakings.
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) 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;
(c) 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 (1)(a) and (1)(b) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
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.
4. That, for purposes of determining any liability under the Securities Act,
each filing of the Company'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.
5. Insofar as indemnification for liabilities rising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer,
or controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Denver, State of Colorado, on this 13th day of June,
1996.
PATINA OIL & GAS CORPORATION
By: /s/ Thomas J. Edelman
Thomas J. Edelman
Chairman, President, and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. Edelman, Rodney L. Waller and Keith M.
Crouch, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to 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 and
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 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.
Name Title Date
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/s/Thomas J. Edelman Chairman, President, Chief June 13, 1996
- ------------------- Executive Office And Director
Thomas J. Edelman
/s/Brian J. Cree Executive Vice President, Chief June 13, 1996
- ------------------ Executive Office And Director
Brian J. Cree
/s/David J. Kornder Vice President, Chief Financial Officer June 13, 1996
- ------------------- (Principal Accounting And Financial Officer)
David J. Kornder
/s/Robert J. Clark Director June 13, 1996
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Robert J. Clark
/s/Jay W. Decker Director June 13, 1996
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Jay W. Decker
/s/William J. Johnson Director June 13, 1996
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William J. Johnson
/s/Alexander P. Lynch Director June 13, 1996
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Alexander P.Lynch
/s/John C. Snyder Director June 13, 1996
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John C. Snyder
EXHIBIT 5.1
June 13, 1996
Patina Oil & Gas Corporation
1625 Broadway, Suite 2000
Denver, Colorado 80202
Re: Registration Statement on Form S-8
Dear Sirs:
As Senior Vice President and General Counsel of Patina Oil & Gas Corporation, a
Delaware corporation (the "Company"), I have acted as counsel to the Company in
connection with the preparation and filing of the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the offering of shares of common stock of the Company, par
value $.01 ("Common Stock"), to be issued pursuant to the Company's 1996
Employee Stock Option Plan and 1996 Director Stock Plan (collectively, the
"Plans").
In connection with the opinion expressed below, I have examined such documents,
corporate records and other writings as I have deemed necessary to enable me to
express the opinion set forth herein. In such examination I have assumed the
genuineness of all original documents and the conformity to original documents
of all copies submitted to me.
Based upon the foregoing, it is my opinion that the shares of Common Stock
issued under the Plans, when issued pursuant to the terms thereof and in the
manner contemplated therein, will be validly issued, fully paid and
non-assessable.
This opinion is limited to the substantive laws of the State of Colorado, the
General Corporation Law of the State of Delaware and the applicable federal laws
of the United States. I express no opinion as to any matter other than as
expressly set forth above, and no opinion or any other matter may be inferred
herefrom. This opinion is given as of the date hereof, and I undertake no, and
hereby disclaim any, obligation to advise you of any change in any matter set
forth herein.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal Opinions"
in the Prospectus. In giving such consent, I do not admit that I come within the
category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Keith M. Crouch
Keith M. Crouch
Senior Vice President
and General Counsel
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 19, 1996, on
the financial statements of Patina Oil & Gas Corporation included in Patina Oil
& Gas Corporations' Form S-4 (Registration Statement No. 333-572).
/s/ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Fort Worth, Texas
June 11, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 19, 1996, on
the financial statements of Gerrity Oil & Gas Corporation included in Patina Oil
& Gas Corporations' Form S-4 (Registration Statement No. 333-572).
/s/ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Denver, Colorado
June 11, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation in this registration on Form S-8 of our
report dated March 30, 1994 on our audit of the consolidated financial
statements for the year ended December 31, 1993 of Gerrity Oil & Gas
Corporation, appearing in the amended registration statement on Form S-4 of
Patina Oil & Gas Corporation (Registration Statement No. 333-572) filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
/s/COOPERS & LYBRAND LLP
Denver, Colorado
June 12, 1996
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