<PAGE>
As filed with the Securities and Exchange Commission on September ______,
1999.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
CONSOL ENERGY INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0337383
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Delaware Avenue
Suite 567
Wilmington, Delaware 19801-1622
(Address of Principal Executive Offices) (Zip Code)
CONSOL Energy Inc. Equity Incentive Plan
(Full title of the plan)
Daniel L. Fassio, Esq.
Vice President and Secretary
c/o CONSOL INC.
Consol Plaza, 1800 Washington Road
Pittsburgh, Pennsylvania 15241
(Name and address of agent for service)
(412) 831-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
==================================================================================================
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price per Offering Registration
to be Registered Registered Share (1) Price Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par
Value $.01 (2)............ 3,250,000 $13.2500 $43,062,500 $11,971.38
==================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act"). The Proposed Maximum Offering Price is based on the
average of the high and low sale prices of the Common Stock of the
Registrant as reported on the New York Stock Exchange on September 20,
1999.
(2) This Registration Statement covers an indeterminate number of additional
shares which may become subject to options as a result of the adjustment
provisions of the plan and agreements. The registration fee is calculated
only on the stated number of shares.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is intended to register shares to be issued and
sold pursuant to the CONSOL Energy Inc. Equity Incentive Plan (the "Equity
Incentive Plan"). Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a Section 10(a)
prospectus to be distributed to each optionee is not being filed with the
Securities and Exchange Commission. Part II contains Information Required in
the Registration Statement pursuant to Part II of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:
1. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's final prospectus filed with the Commission on
April 29, 1999 pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act").
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed pursuant to the
Exchange Act.
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 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 have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the Commission. Any
statement contained 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 other subsequently
filed document which also is or is deemed to be 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; the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Certificate of Incorporation of the Registrant, each
director of the Registrant will be held harmless from personal liability for
breach of fiduciary duty as a director, except for liability arising from (i)
breach of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) acts under Section
174 of the Delaware General Corporation Law, or (iv) any transaction from which
a director derives an improper personal benefit.
CONSOL Energy's By-laws also provide that any present or prior
director, officer, employee or agent of CONSOL Energy shall be indemnified by
CONSOL Energy as of right to the full extent permitted by the Delaware General
Corporation Law against any liability, cost or expense asserted against and
incurred by such person by reason of his serving in such capacity. This right to
indemnification includes the right to be paid the expenses incurred in defending
any action, suit or proceeding in advance of its final disposition.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit No. Description
----------- -----------
4.1 CONSOL Energy Equity Incentive Plan (Incorporated by
reference to Exhibit 10.20 to the Registration
Statement on Form S-1 (Registration No. 333-68987)
declared effective on April 28, 1999).
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the Signature Page of
this Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (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 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.
(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 herein, 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 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.
C. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest quarterly report, to option holders that is
incorporated by reference in this registration statement and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Registration S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the registration statement to
provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
person of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
II-2
<PAGE>
that a claim for indemnification against such liabilities (other than the
payment by 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 Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
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 Washington, District of Columbia, on September 17,
1999.
CONSOL ENERGY INC.
(Registrant)
By: /s/ J. Brett Harvey
-----------------------------------------
J. BRETT HARVEY, PRESIDENT
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel L. Fassio as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including pre- or post-effective amendments) to the
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ J. Brett Harvey Director, President and September 17, 1999
- -------------------------
J. BRETT HARVEY Chief Executive Officer
(Principal Executive Officer)
/s/ Michael F. Nemser Vice President and Chief September 17, 1999
- -------------------------
MICHAEL F. NEMSER Financial Officer
(Principal Financial Officer)
/s/ William J. Lyons Vice President and Controller September 17, 1999
- -------------------------
WILLIAM J. LYONS (Principal Accounting Officer)
/s/ John L. Whitmire Chairman of the Board of September 17, 1999
- -------------------------
JOHN L. WHITMIRE Directors
/s/ Philip W. Baxter Director September 17, 1999
- -------------------------
PHILIP W. BAXTER
/s/ Berthold Bonekamp Director September 17, 1999
- -------------------------
BERTHOLD BONEKAMP
/s/ Bernd J. Breloer Director September 17, 1999
- -------------------------
BERND J. BRELOER
/s/ B. R. Brown Director September 17, 1999
- -------------------------
B. R. BROWN
II-5
<PAGE>
/s/ Dieter Henning Director September 17, 1999
- -------------------------
DR. DIETER HENNING
/s/ Rolf Zimmernmann Director September 17, 1999
- -------------------------
DR. ROLF ZIMMERMANN
II-6
<PAGE>
Exhibit 5.1
[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
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<CAPTION>
<S> <C> <C>
600 PEACHTREE ST., N.E., STE. 2400 399 PARK AVENUE 345 CALIFORNIA STREET
ATLANTA, GEORGIA 30308-2222 SAN FRANCISCO, CALIFORNIA 94104-2635
TELEPHONE (404) 815-2400 NEW YORK, NEW YORK 10022-4697 TELEPHONE (415) 835-1600
690 TOWN CENTER DRIVE TELEPHONE (212) 318-6000 1055 WASHINGTON BOULEVARD
COSTA MESA, CALIFORNIA 92626-1924 STAMFORD, CONNECTICUT 08901-2217
TELEPHONE (714) 668-6200 FACSIMILE (212) 319-4090 TELEPHONE (203) 961-7400
INTERNET www.phjw.com
THE INTERNATIONAL FINANCIAL CENTRE ARK MORI BUILDING
OLD BROAD STREET ------------------ 12-32, AKASAKA I-CHOME
LONDON EC2N IHQ ROBERT P. HASTINGS (1010-19AC) MINATO-KU, TOKYO 107, JAPAN
TELEPHONE 44 (171) 562-4000 COUNSEL TELEPHONE (03) 3586-4711
LEE C. PAUL
505 SOUTH FLOWER STREET LEONARD S. JANOFSKY 1299 PENNNSYLVANIA AVENUE, N.W.
LOS ANGELES, CALIFORNIA 90071-2371 CHARLES M. WALKER WASHINGTON, D.C. 20004-2400
TELEPHONE (215) 683-6000 TELEPHONE (202) 508-9500
</TABLE>
September 17, 1999
OUR FILE NO.
WRITER'S DIRECT ACCESS 30456.96178
CONSOL Energy Inc.
Consol Plaza
1800 Washington Road
Pittsburgh, Pennsylvania 15241
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are furnishing this opinion as counsel to CONSOL Energy Inc., a
Delaware corporation (the "Company"), with respect to the Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, in connection with the registration by the Company of up to
3,250,000 shares (the "Shares") of the Company's Common Stock, par value $0.01
per share, to be issued pursuant to stock or other awards to be granted and upon
the exercise of stock options granted or to be granted to employees and/or
directors under the CONSOL Energy Inc. Equity Incentive Plan (the "Plan").
In our capacity as counsel for the Company in connection with the
matters referred to above, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation
and the Bylaws of the Company, the Plan, originals or copies of records of
corporate action of the Company as furnished to us by the Company, certificates
of public officials and of representatives of the Company and such other
instruments and documents, as we deemed appropriate as a basis for the opinions
hereinafter expressed. For purposes of such examination, we have assumed the
genuineness of all signatures on and the authenticity of all documents submitted
to us as originals, and the conformity to the originals of all documents
submitted to us as copies. We have not independently verified such information
and assumptions.
<PAGE>
PAUL, HASTINGS, JANOFSKY & WALKER LLP
Subject to the foregoing, and based on such examination and review, we
are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.
2. The Shares are duly authorized and, when issued and paid for upon
exercise of options or other rights granted pursuant to the Plan, will be
validly issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts concerning or qualified to render opinions with respect
to any laws other than the laws of the State of New York, the federal laws of
the United States and the Delaware General Corporation Law.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
PAUL, HASTINGS, JANOFSKY & WALKER LLP
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-68987) pertaining to the CONSOL Energy Equity Incentive Plan of
CONSOL Energy Inc. of our report dated February 15, 1999 (except Note 23, as to
which the date is February 26, 1999), with respect to the consolidated financial
statements of CONSOL Energy Inc. included in the Registration Statement on Form
S-1 dated April 29, 1999 and the related Prospectus.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
September 22, 1999
