<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CONOCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0370352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 NORTH DAIRY ASHFORD 77079
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
---------------------------
CONOCO INC.
1998 STOCK AND PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
---------------------------
R.A. HARRINGTON
SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(281) 293-1000
(Telephone number, including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (2) SHARE (3) PRICE (3) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Class B common stock, par value $.01 per share(1) 20,724,000 $27.844 $577,039,060 $160,416.86
====================================================================================================================================
</TABLE>
(1) Includes the associated rights to purchase preferred stock, which initially
are attached to and trade with the shares of Class B common stock being
registered hereby.
(2) Consists of the number of shares of Class B common stock reserved for
issuance pursuant to the Conoco Inc. 1998 Stock and Performance Incentive
Plan, as amended (the "Plan").
(3) For the purposes of computing the registration fee, Rule 457(h) under the
Securities Act of 1933, as amended (the "Securities Act"), provides that
the fee may be computed either (i) upon the basis of the market price of
securities of the same class or (ii) if there is no market for the
securities to be offered, the book value of such securities. Although there
is no market for the Class B common stock, Conoco estimates in good faith
that, in accordance with the provisions of Rule 457(c), the maximum
offering price of the Class B common stock registered hereunder is equal to
the average of the high and low prices reported on the New York Stock
Exchange for the Class A common stock on June 11, 1999.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Conoco
Inc. 1998 Stock and Performance Incentive Plan, as amended (the "Plan"),
required by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information and other information required by Item 2 of Form
S-8 will be sent or given to employees as specified by Rule 428 under the
Securities Act of 1933. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Conoco Inc. will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, Conoco Inc. will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Conoco Inc. has filed with the
Commission pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") (File No. 001-14521), are incorporated in
this registration statement by reference and shall be deemed to be a part
hereof:
(1) Conoco Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as amended by Amendment No. 1 on Form
10-K/A;
(2) Conoco Inc.'s Current Report on Form 8-K, as filed with
the Commission on March 23, 1999;
(3) Conoco Inc.'s Current Report on Form 8-K, as filed with
the Commission on April 16, 1999;
(4) Conoco Inc.'s Quarterly Report on Form 10-Q for the
period ended March 31, 1999; and
(5) the description of Conoco Inc.'s Class B common stock,
par value $.01 per share, contained in Conoco Inc.'s registration
statement on Form 8-A, as thereafter amended from time to time for the
purpose of updating, changing or modifying such description.
All documents filed by Conoco Inc. with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this registration statement, in an
amendment hereto or in a document 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 subsequently filed
amendment or supplement to this registration statement or in any document that
also is incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they
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<PAGE> 4
acted in good faith and in a manner they 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 their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, By-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:
o any breach of the director's duty of loyalty to the corporation
or its stockholders,
o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
o payments of unlawful dividends or unlawful stock repurchases or
redemptions, or
o any transaction from which the director derived an improper
personal benefit.
Article 5E(2) of Conoco Inc.'s Certificate of Incorporation provides
that no director shall be personally liable to Conoco Inc. or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:
o any breach of the director's duty of loyalty to Conoco Inc. or
its stockholders,
o acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
o liabilities pursuant to section 174 of the Delaware General
Corporation Law, or
o any transaction from which the director derived an improper
personal benefit.
Any repeal or modification of such Article 5E(2) shall not adversely affect any
right or protection of a director of the Conoco Inc. for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
Conoco Inc.'s By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.
Conoco Inc. has entered into indemnification agreements with each of
its directors. Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco Inc. shall indemnify and hold each director harmless
from and against any and all losses and expenses whatsoever (1) arising out of
any event or occurrence related to the fact that such director is or was a
director or officer of Conoco, Inc., is or was serving in another capacity with
Conoco Inc., consented to be named as a person to be elected as a director of
Conoco Inc. in connection with Conoco Inc.'s initial public offering of the
common stock, or by reason of anything done or not done by such director in
such capacity, and (2) incurred in connection with any threatened, pending or
completed legal proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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<PAGE> 5
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
- ------- --------------------
4.1 -- Second Amended and Restated Certificate of Incorporation of
Conoco Inc. (incorporated by reference to Exhibit 3.1 of the
Quarterly Report of Conoco Inc. on Form 10-Q for the quarterly
period ended September 30, 1998, File No. 001-14521).
4.2 -- By-laws of Conoco Inc., as amended May 12, 1999 (incorporated by
reference to Exhibit 3.2 of the Quarterly Report of Conoco Inc.
on Form 10-Q for the quarterly period ended March 31, 1999, File
No. 001-14521).
4.3 -- Form of certificate representing Conoco Inc. Class B common
stock (incorporated by reference to Exhibit 4.2 of the
registration statement of Conoco Inc. on Form S-1, Registration
No. 333-60119).
4.4 -- Rights Agreement dated as of October 19, 1998 between Conoco
Inc. and First Chicago Trust Company of New York, as Rights
Agent, which includes as Exhibit A the form of Certificate of
Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock, as Exhibit C the form of Class B
Rights Certificate and as Exhibit D the Summary of Rights to
Purchase Preferred Stock (incorporated by reference to Exhibit
4.4 of the registration statement of Conoco Inc. on Form S-8,
Registration No. 333-65977).
4.5 -- Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock (incorporated by reference
to Exhibit 4.5 of the registration statement of Conoco Inc. on
Form S-8, Registration No. 333-65977).
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998
between Conoco Inc. and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to Exhibit 4.6 of the
registration statement of Conoco Inc. on Form S-8, Registration
No. 333-65977).
4.7 -- Conoco Inc. 1998 Stock and Performance Incentive Plan, as
amended May 12, 1999 (incorporated by reference to Exhibit 10.2
of the Quarterly Report of Conoco Inc. on Form 10-Q for the
quarterly period ended March 31, 1999, File No. 001-14521).
*5.1 -- Opinion of Baker & Botts, L.L.P. as to the legality of
securities.
*23.1 -- Consent of PricewaterhouseCoopers LLP.
*23.2 -- Consent of Baker & Botts, L.L.P. (contained in Exhibit 5.1).
*24.1 -- Powers of Attorney (included on the signature page of this
registration statement).
- -----------------
* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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<PAGE> 6
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the
Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant'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.
(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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<PAGE> 7
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 ______________,
1999.
CONOCO INC.
By: /s/ Archie W. Dunham
-------------------------------------
Archie W. Dunham
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Archie W. Dunham,
Robert W. Goldman, Rick A. Harrington and Gary M. Pfeiffer, and each of them,
severally, as his true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with
full power of substitution and resubstitution, for him and in his name, place
and stead in his capacity as a director or officer or both, as the case may be,
of Conoco Inc., a Delaware corporation (the "Company"), to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and all documents or instruments necessary or appropriate to enable
the Company to comply with the Securities Act of 1933, and to file the same
with the Securities and Exchange Commission, with full power and authority to
each of said attorneys-in-fact and agents to do and perform in the name and on
behalf of each such director or officer, or both, as the case may be, each and
every act whatsoever that is necessary, appropriate or advisable in connection
with any or all of the above-described matters and 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 any of them 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 INDICATED AND ON _______________, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Archie W. Dunham President, Chief Executive Officer and Director
- ----------------------------
Archie W. Dunham
/s/ Robert W. Goldman Senior Vice President, Finance, and Chief
- ----------------------------
Robert W. Goldman Financial Officer (Principal Financial Officer)
/s/ W. David Welch Controller (Principal Accounting Officer)
- ----------------------------
W. David Welch
/s/ Edgar S. Woolard, Jr. Chairman of the Board and Director
- ----------------------------
Edgar S. Woolard, Jr.
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
/s/ Ruth R. Harkin Director
- ----------------------------
Ruth R. Harkin
/s/ Frank A. McPherson Director
- ----------------------------
Frank A. McPherson
/s/ Gary M. Pfeiffer Director
- ----------------------------
Gary M. Pfeiffer
/s/ William K. Reilly Director
- ----------------------------
William K. Reilly
/s/ William R. Rhodes Director
- ----------------------------
William R. Rhodes
/s/ Franklin A. Thomas Director
- ----------------------------
Franklin A. Thomas
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.1 -- Second Amended and Restated Certificate of Incorporation of
Conoco Inc. (incorporated by reference to Exhibit 3.1 of the
Quarterly Report of Conoco Inc. on Form 10-Q for the quarterly
period ended September 30, 1998, File No. 001-14521).
4.2 -- By-laws of Conoco Inc., as amended May 12, 1999 (incorporated by
reference to Exhibit 3.2 of the Quarterly Report of Conoco Inc.
on Form 10-Q for the quarterly period ended March 31, 1999, File
No. 001-14521).
4.3 -- Form of certificate representing Conoco Inc. Class B common
stock (incorporated by reference to Exhibit 4.2 of the
registration statement of Conoco Inc. on Form S-1, Registration
No. 333-60119).
4.4 -- Rights Agreement dated as of October 19, 1998 between Conoco
Inc. and First Chicago Trust Company of New York, as Rights
Agent, which includes as Exhibit A the form of Certificate of
Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock, as Exhibit C the form of Class B
Rights Certificate and as Exhibit D the Summary of Rights to
Purchase Preferred Stock (incorporated by reference to Exhibit
4.4 of the registration statement of Conoco Inc. on Form S-8,
Registration No. 333-65977).
4.5 -- Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock (incorporated by reference
to Exhibit 4.5 of the registration statement of Conoco Inc. on
Form S-8, Registration No. 333-65977).
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998
between Conoco Inc. and First Chicago Trust Company of New York,
as Rights Agent (incorporated by reference to Exhibit 4.6 of the
registration statement of Conoco Inc. on Form S-8, Registration
No. 333-65977).
4.7 -- Conoco Inc. 1998 Stock and Performance Incentive Plan, as
amended May 12, 1999 (incorporated by reference to Exhibit 10.2
of the Quarterly Report of Conoco Inc. on Form 10-Q for the
quarterly period ended March 31, 1999, File No. 001-14521).
*5.1 -- Opinion of Baker & Botts, L.L.P. as to the legality of
securities.
*23.1 -- Consent of PricewaterhouseCoopers LLP.
*23.2 -- Consent of Baker & Botts, L.L.P. (contained in Exhibit 5.1).
*24.1 -- Powers of Attorney (included on the signature page of this
registration statement).
</TABLE>
- -----------------------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Baker & Botts, L.L.P.]
June 17, 1999
Conoco Inc.
600 North Dairy Ashford
Houston, Texas 77079
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Conoco Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), relating to up to
20,724,000 shares (the "Shares") of Class B Common Stock of the Company, par
value $.01 per share, issuable pursuant to the Conoco Inc. 1998 Stock and
Performance Incentive Plan, as amended (the "Plan"), we are passing upon
certain legal matters in connection with the Shares for the Company. At your
request, we are furnishing this opinion to you for filing as Exhibit 5.1 to the
Registration Statement.
In our capacity as your counsel in the connection referred to above,
we have examined the Plan, the Amended and Restated Certificate of
Incorporation and Bylaws of the Company, each as amended to date, and the
originals, or copies certified or otherwise identified, of corporate records of
the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company and of public officials with respect to
the accuracy of the material factual matters contained in such certificates.
We have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete. In addition, we have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will be not
less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware.
2. In the case of Shares originally issued by the Company
pursuant to the provisions of the Plan following due authorization of
a particular award thereunder by a duly constituted and acting
committee of the Board of Directors of the Company as provided in and
in accordance with the Plan, the Shares issuable pursuant to such
award will have been duly authorized by all necessary corporate action
on the part of the Company. Upon issuance and delivery of such Shares
from time to time pursuant to the terms of such award for the
consideration established pursuant to the terms of the Plan and
otherwise in accordance with the terms and conditions of such award,
including, if applicable, the lapse of any restrictions relating
thereto, the satisfaction of any performance conditions associated
therewith and any requisite determinations by or pursuant to the
authority of the Board of Directors or a duly constituted and acting
committee thereof as provided therein, and, in the case of stock
options, the exercise thereof and payment for such Shares as provided
therein, such Shares will be validly issued, fully paid and
nonassessable.
The opinions set forth above are limited in all respects to the
General Corporation Law of the State of Delaware as in effect on the date
hereof.
<PAGE> 2
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE> 1
EXHIBIT NO. 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 February 15, 1999
relating to the consolidated financial statements of Conoco Inc., which appears
in the Company's Annual Report on Form 10-K for the year ended December 31,
1998, as amended.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 15, 1999
