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As filed with the Securities and Exchange Commission on May 25, 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)
_________________
1996 Employee Stock Option Plan
1996 Stock Option Plan for Non-Employee Directors
(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 Trammel Crow Center, 2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering registration
registered registered share (1) price (1) fee
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Common Stock, $0.01 3,000,000 $16.375 $49,125,000 $12,969
par value per share..
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(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
3,000,000 shares issuable under the 1996 Employee Stock Option Plan and the
1996 Stock Option Plan for Non-Employee Directors was based on a price of
$16.375, the last sale price of the Common Stock of the Company reported on
the New York Stock Exchange on May 23, 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 Report on Form 10-Q for the
fiscal quarter ended March 31, 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
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.
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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
4.2 1996 Employee Stock Option Plan (incorporated herein by
reference to Exhibit 10.20 of Amendment No. 2 to the
Registration Statement on Form S-4 of Patina Oil & Gas
Corporation (Registration No. 333-572)).
4.2 First Amendment to the 1996 Employee Stock Option Plan
(incorporated herein by reference to Exhibit 10.2 of the
Company's Form 10-Q for the quarter ended June 30, 1999).
4.2 1996 Stock Option Plan for Non-Employee Directors (incorporated
herein by reference to Exhibit 10.21 of Amendment No. 2 to the
Registration Statement on Form S-4 of Patina Oil & Gas
Corporation (Registration No. 333-572)).
*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 23rd day of May, 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
-----------------------------
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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Signature Title Date
<S> <C> <C>
/s/ Thomas J. Edelman Chairman of the Board May 23, 2000
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Thomas J. Edelman
/s/ Jay W. Decker President and Director May 23, 2000
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Jay W. Decker
/s/ David J. Kornder Vice President and Chief Financial Officer May 23, 2000
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David J. Kornder
/s/ Christopher C. Behrens Director May 23, 2000
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Christopher C. Behrens
/s/ Robert J. Clark Director May 23, 2000
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Robert J. Clark
/s/ Thomas R. Denison Director May 23, 2000
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Thomas R. Denison
/s/ Elizabeth K. Lanier Director May 23, 2000
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Elizabeth K. Lanier
/s/ Alexander P. Lynch Director May 23, 2000
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Alexander P. Lynch
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Index To Exhibits
4.1 1996 Employee Stock Option Plan (incorporated herein by reference
to Exhibit 10.20 of Amendment No. 2 to the Registration Statement
on Form S-4 of Patina Oil & Gas Corporation (Registration No. 333-
572)).
4.2 First Amendment to the 1996 Employee Stock Option Plan
(incorporated herein by reference to Exhibit 10.2 of the Company's
Form 10-Q for the quarter ended June 30, 1999).
4.3 1996 Stock Option Plan for Non-Employee Directors (incorporated
herein by reference to Exhibit 10.21 of Amendment No. 2 to the
Registration Statement on Form S-4 of Patina Oil & Gas Corporation
(Registration No. 333-572)).
*5.1 Legal Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of Arthur Andersen LLP
23.3 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)
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*Filed herewith.
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EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
(214) 220-7700 (214) 999-7732
May 23, 2000
Patina Oil & Gas Corporation
1625 Broadway
Denver, Colorado 80202
Patina Oil & Gas Corporation
Registration Statement on Form S-8
Common Stock
Ladies and Gentlemen:
We have acted as counsel for Patina Oil & Gas Corporation, a Delaware
corporation (the "Company"), in connection with the Company's registration under
the Securities Act of 1933, as amended, (the "Securities Act") of 3,000,000
shares of common stock, par value $0.01 per share, of the Company (the "Shares")
which may be offered from time to time under the Patina Oil & Gas Corporation
1996 Employee Stock Option Plan and the 1996 Stock Option Plan for Non-Employee
(the "Plans") under the Company's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Commission") on May 23, 2000.
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) the
Certificate of Incorporation of the Company, as filed with the Secretary of
State of Delaware, (iii) the Bylaws of the Company, and (iv) the Plans.
We have assumed that (i) all information contained in all documents
reviewed by us is true and correct, (ii) the genuineness of all signatures on
all documents reviewed by us, (iii) the authenticity and completeness of all
documents submitted to us as originals, (iv) the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies,
(v) each natural person signing any document reviewed by us had the legal
capacity to do so, and (vi) each person signing in a representative capacity any
document reviewed by us had authority to sign in such capacity.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications stated below, we are of the opinion that the Shares, when offered
and issued by the Company pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement. We also consent to the reference to this firm under
the heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not admit that this firm is in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty
to advise you regarding any changes in the matters addressed herein.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
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 February 23,
2000 included in Patina Oil & Gas Corporation's Form 10-K for the year ended
December 31, 1999 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
May 23, 2000
