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As filed with the Securities and Exchange Commission on December 21, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
PATINA OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2629477
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1625 Broadway, Denver, Colorado 80202
Telephone No. (303) 389-3600
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
_________________
Profit Sharing and Savings Plan and Trust
(Full title of the plan)
David J. Kornder
Vice President and Chief Financial Officer
1625 Broadway
Denver, Colorado 80202
(303) 389-3600
(Name, address, including zip code and telephone number of agent for service)
_________________
PLEASE SEND COPIES OF COMMUNICATIONS TO:
MICHAEL D. WORTLEY, ESQ.
Vinson & Elkins L.L.P.
3700 Trammell Crow Center, 2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 250,000 $20.6875 $5,171,875 $1,293
par value per share..
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933. The price for the
250,000 shares issuable under the 401(k) Profit Sharing and Savings Plan
and Trust was based on a price of $20.6875, the last sale price of the
Common Stock of the Company reported on the New York Stock Exchange on
December 20, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
a. The Registrant's Annual Report on From 10-K for the fiscal year
ended December 31, 1999, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 ("the "Exchange Act");
b. All other reports filed by the Registrant since December 31, 1999
with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act, including the Registrant's Quarterly Reports on Form
10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000;
c. The description of the Registrant's Common Stock contained in the
Registration Statement on Form S-4 (No. 333-572) as filed with the
Securities and Exchange Commission on March 20, 1996, including any
subsequent amendment(s) or report(s) filed for the purposes of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing such documents. Any statement contained in a 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 statements so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Registrant will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith. Requests for such documents
should be directed to Patina Oil & Gas Corporation, 1625 Broadway, Suite 2000,
Denver, Colorado 80202, Attention: Secretary, telephone (303) 389-3600.
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 Delaware General Corporation Law (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 a company's
certificate of incorporation and the bylaws were adopted or as may be thereafter
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amended. Each of Article VI of our Bylaws and Article Nine of our Certificate
of Incorporation expressly provide that it is not the exclusive method of
indemnification.
Article VI of our Bylaws also provides that we may maintain insurance,
at our expense, to protect us and any director, officer, employee or agent of
ours or of another entity against any expense, liability or loss, regardless of
whether we 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 that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for 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 Eight of our Certificate of Incorporation
contains such a provision.
We have entered into indemnification agreements with each of our
officers and directors and may in the future enter into such indemnification
agreements with our directors, officers, employees and agents. These
indemnification agreements 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. These indemnification agreements do not change
the basic legal standards for indemnification set forth in the DGCL or in our
Certificate of Incorporation. We have furthered, not limited, the general right
to indemnification provided in our Certificate of Incorporation and Bylaws.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
4.1 Patina Oil & Gas Profit Sharing and Savings Plan and Trust,
effective January 1, 1997 (incorporated herein by reference to
Exhibit 10.3 of the Company's Form 10K for the year ended,
December 31, 1997).
*5.1 Legal Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of Arthur Andersen LLP
23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 to this registration statement)
24.1 Powers of Attorney of Directors and Officers of Patina Oil & Gas
Corporation (included in signature page to this registration
statement)
___________________
*Filed herewith.
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Item 9. Undertakings
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 in Section 10(a)(3) of the
Securities Act of 1933;
(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;
(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 (1)(i) and (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 by Patina Oil &
Gas Corporation pursuant to Section 13 or Section 15(d) of the
Securities 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 of 1933, 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; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Patina Oil & Gas
Corporation's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 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 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 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, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on
the 21st day of December 2000.
PATINA OIL & GAS CORPORATION
(A Delaware Corporation)
By: /s/ David J. Kornder
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Name: David J. Kornder
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Title: Chief Financial Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Kornder 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 this registration statement and
any and 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 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 or amendment has been signed by the following persons in
the capacities indicated on the dates indicated.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Thomas J. Edelman Chairman of the Board December 21, 2000
---------------------------------------------- (Principal Executive Officer)
Thomas J. Edelman
/s/ Jay W. Decker President and Director December 21, 2000
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Jay W. Decker
/s/ David J. Kornder Vice President and Chief Financial Officer December 21, 2000
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David J. Kornder
/s/ Christopher C. Behrens Director December 21, 2000
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Christopher C. Behrens
/s/ Robert J. Clark Director December 21, 2000
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Robert J. Clark
/s/ Elizabeth K. Lanier Director December 21, 2000
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Elizabeth K. Lanier
/s/ Alexander P. Lynch Director December 21, 2000
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Alexander P. Lynch
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Index To Exhibits
4.1 Patina Oil & Gas Profit Sharing and Savings Plan and Trust,
effective January 1, 1997 (incorporated herein by reference to
Exhibit 10.3 of the Company's Form 10K for the year ended, December
31, 1997).
*5.1 Legal Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of Arthur Andersen LLP
23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as
Exhibit 5.1 to this registration statement)
24.1 Powers of Attorney of Directors and Officers of Patina Oil & Gas
Corporation (included in signature page to this registration
statement)
___________________
*Filed herewith.
