<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1996
REGISTRATION NO. 333-
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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
MONTEREY RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0511993
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5201 TRUXTUN AVENUE
SUITE 100
BAKERSFIELD, CALIFORNIA 93309
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
1996 INCENTIVE STOCK COMPENSATION PLAN FOR KEY EMPLOYEES
1996 INCENTIVE STOCK COMPENSATION PLAN FOR NONEXECUTIVE EMPLOYEES
SAVINGS INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
R. GRAHAM WHALING
5201 TRUXTUN AVENUE
SUITE 100
BAKERSFIELD, CALIFORNIA 93309
(805) 322-3992
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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copy to:
G. MICHAEL O'LEARY
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
(713) 220-4200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered(1) Per Share(2) Offering Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 3,500,000 Shares $16.00 $56,000,000 $16,969
=============================================================================================================================
</TABLE>
1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
2. Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, based upon the average of the high
and low prices for the Company's Common Stock reported on the New York
Stock Exchange on November 20, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Monterey Resources, Inc. (the "Company") incorporates herein by
reference the following documents as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission"):
(a) The Company's prospectus filed with the Securities and
Exchange Commission (the "Commission") on November 14, 1996 pursuant to 424(b)
under the Securities Act of 1933, as amended (the "Act") contained in the
Company's Registration Statement on Form S-1 (No. 333-12201).
(b) The description of the Company's common stock, par
value $0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A (No. 1-12311 ) filed with the Commission on
October 22, 1996 pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner 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.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the
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adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defenses
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware 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 knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article Eleventh of the Company's Certificate of Incorporation states
that:
ELEVENTH: No director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty by such director as a director; provided, however,
that this Article ELEVENTH shall not eliminate or limit the liability
of a director to the extent provided by applicable law (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 General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived
an improper personal benefit. No amendment to or repeal of this
Article ELEVENTH shall apply to, or have any effect on, the liability
or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to
such amendment or repeal. If the General Corporation Law of the State
of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law
of the State of Delaware, as so amended.
In addition, Article VI of the Company's Bylaws further provides that
the Company shall indemnify its officers and directors to the fullest extent
permitted by law.
The Company has entered or will enter into indemnification agreements
with each of its directors and executive officers.
The form of Underwriting Agreement filed as Exhibit 1.1 to the
Company's Registration Statement on Form S-1 (No. 333-12201), provides for
indemnification of the Registrant and certain controlling persons under certain
circumstances against certain liabilities, including liabilities under the
Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Information required by Item 7 is not applicable to this Registration
Statement.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1+ Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Form S-1 (No. 333-12201)).
4.2+ Bylaws (incorporated by reference to Exhibit 3.2 to the
Company's Form S-1 (No. 333-12201)).
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ryder Scott Company Petroleum Engineers
23.3 Consent of Andrews & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
99.1+ Monterey Resources, Inc. 1996 Incentive Stock Compensation
Plan for Key Employees (incorporated by reference to Exhibit
10.7 to the Company's Form S-1 (No. 333-12201)).
99.2+ Monterey Resources, Inc. 1996 Incentive Stock Compensation
Plan for Nonexecutive Employees (incorporated by reference to
Exhibit 10.8 to the Company's Form S-1 (No. 333-12201)).
99.3+ Monterey Resources, Inc. Savings Investment Plan
(incorporated by reference to Exhibit 10.10 to the Company's
Form S-1 (No. 333-12201)).
_____________________________
+ Incorporated herein by reference
In addition, the registrant hereby undertakes to submit the
Monterey Resources, Inc. Savings Investment Plan to the Internal Revenue Service
(the "IRS") in a timely manner and will make any and all changes as may be
required by the IRS in order to qualify the plan under Section 401 of the
Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
(a) 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 by
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;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by the Registrant
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.
(b) 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 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 this 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.
(c) 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 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 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,
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 the City of Houston, State of Texas, on November 22, 1996.
MONTEREY RESOURCES, INC.
By: /s/ R. GRAHAM WHALING
-------------------------------
R. Graham Whaling
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, THAT EACH INDIVIDUAL WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS R. GRAHAM WHALING AND TERRY L. ANDERSON , AND
EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS 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 ANY SUBSEQUENT REGISTRATION
STATEMENT FILED BY THE REGISTRANT PURSUANT TO RULE 462(b) OF THE SECURITIES ACT
OF 1933, WHICH RELATES TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME,
WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, 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 HIS OR THEIR
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 DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ R. GRAHAM WHALING Chairman of the Board, Chief Executive November 22, 1996
-------------------------------- Officer and Director (Principal Executive
R. Graham Whaling and Financial Officer)
/s/ SCOTT D. HEFLIN Controller November 22, 1996
------------------------------------
Scott D. Heflin
/s/ JAMES L. PAYNE Director November 22, 1996
------------------------------------
James L. Payne
/s/ HUGH L BOYT Director November 22, 1996
------------------------------------
Hugh L. Boyt
/s/ CRAIG A HUFF Director November 22, 1996
------------------------------------
Craig A. Huff
/s/ MICHAEL A MORPHY Director November 22, 1996
------------------------------------
Michael A. Morphy
/s/ ROBERT F. VAGT Director November 22, 1996
------------------------------------
Robert F. Vagt
/s/ ROBERT J. WASIELEWSKI Director November 22, 1996
------------------------------------
Robert J. Wasielewski
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Compensation and Benefits Committee (which administers the subject plans) has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on November 22, 1996.
Monterey Resources, Inc. Compensation and
Benefits Committee
By: /s/ MICHAEL A. MORPHY
----------------------------------------
Name: Michael A. Morphy
Chairman, Compensation and
Benefits Committee
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EXHIBIT INDEX
Exhibit
Number
-------
4.1+ Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Form S-1 (No. 333-12201)).
4.2+ Bylaws (incorporated by reference to Exhibit 3.2 to the
Company's Form S-1 (No. 333-12201)).
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ryder Scott Company Petroleum Engineers
23.3 Consent of Andrews & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
99.1+ Monterey Resources, Inc. 1996 Incentive Stock Compensation
Plan for Key Employees (incorporated by reference to Exhibit
10.7 to the Company's Form S-1 (No. 333-12201)).
99.2+ Monterey Resources, Inc. 1996 Incentive Stock Compensation
Plan for Nonexecutive Employees (incorporated by reference
to Exhibit 10.8 to the Company's Form S-1 (No. 333-12201)).
99.3+ Monterey Resources, Inc. Savings Investment Plan
(incorporated by reference to Exhibit 10.10 to the Company's
Form S-1 (No. 333-12201)).
_____________________________
+ Incorporated herein by reference
<PAGE> 1
EXHIBIT 5.1
November 21, 1996
Board of Directors
Monterey Resources, Inc.
5201 Truxtun Avenue, Suite No. 100
Bakersfield, California 93309
Ladies and Gentlemen:
We have acted as counsel to Monterey Resources, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the issuance of up to 3,500,000 shares
(the "Shares") of the Company's common stock, $0.01 par value (the "Common
Stock"), pursuant to the Monterey Resources, Inc. 1996 Incentive Compensation
Plan for key Employees, the Monterey Resources, Inc. 1996 Incentive
Compensation Plan for Nonexecutive Employees and the Monterey Resources, Inc.
Savings Investment Plan (collectively, the "Plans").
In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.
Based upon the foregoing and having due regard for such
legal considerations as we deem relevant, we are of the opinion that the Shares
have been duly authorized, and that such Shares of Common Stock will, when
issued in accordance with the terms of the respective Plans, be legally issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
We express no opinion other than as to laws of the United
States and of the State of Texas and the corporate law of the State of
Delaware.
This opinion is rendered solely for your benefit in
connection with the above matter and may not be relied upon in any manner by
any other person or entity without our express written consent.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated September 17, 1996,
relating to the balance sheet of Monterey Resources, Inc. ("Monterey"), and of
our report dated September 17, 1996, relating to the financial statements of the
Western Division of Santa Fe Energy Resources, Inc. (the "Western Division"),
which are included in the Monterey Registration Statement on Form S-1, as filed
with the Commission on November 14, 1996. We also consent to the references to
us under the headings "Experts", "Summary Historical and Pro Forma Financial
Information" and "Selected Historical and Pro Forma Financial Information" in
the Prospectus constituting part of such Registration Statement. However, it
should be noted that Price Waterhouse LLP has not prepared or certified such
"Summary Historical and Pro Forma Financial Information" or "Selected Historical
and Pro Forma Financial Information."
PRICE WATERHOUSE LLP
Houston, Texas
November 22, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF RYDER SCOTT COMPANY
As petroleum engineers, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report included in
the Monterey Resources, Inc. Registration Statement on form S-1 (No. 333-12201)
as filed with the Commission on November 14, 1996.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
---------------------------------------
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
November 22, 1996
