As filed with the Securities and Exchange Commission on August 25, 2000
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
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THE COASTAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1734212
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
(Address of Principal Executive Offices) (Zip Code)
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THE COASTAL CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
THE COASTAL CORPORATION
1997 DIRECTORS STOCK PLAN
(Full title of the plans)
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Austin M. O'Toole, Esq.
Senior Vice President and Secretary
The Coastal Corporation, Coastal Tower, Nine Greenway Plaza
Houston, Texas 77046-0995
(Name and address of agent for service)
(713) 877-1400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per unit offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock of The Coastal Corporation: $25.375-
par value $.331/3 per share................... 150,000 shs $60.88(1) $6,564,876 $1,733
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<FN>
(1) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457 under the Securities Act of 1933, as
amended, is based upon option prices of shares subject to options granted
to date and upon the average of the high and low prices of shares of Common
Stock on the New York Stock Exchange Composite Transactions with respect to
shares to be subject to options not yet granted.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
</FN>
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
PART II
Item 3. Incorporation of Documents by Reference
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by The Coastal Corporation ("Coastal") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
(a) Coastal's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1999 (the "1999 Annual Report");
(b) Coastal's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2000 and June 30, 2000; and
(c) Coastal's Registration Statement on Form S-3 describing Coastal's
Common Stock - Registration No. 33-30902 filed with the
Commission on September l, 1989.
All documents subsequently filed by Coastal pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act and prior to the filing of the
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 herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Legal Matters
The legality of the securities offered hereby has been passed upon by
Austin M. O'Toole, Esq., Senior Vice President and Secretary of Coastal, Coastal
Tower, Nine Greenway Plaza, Houston, Texas 77046-0995. As of August 24, 2000,
Mr. O'Toole beneficially owned approximately 56,527 shares of Common Stock and
368 shares of Class A Common Stock of Coastal.
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Experts
The annual consolidated financial statements of Coastal incorporated in
this Registration Statement by reference to the 1999 Annual Report have been
incorporated in reliance on the report of Deloitte & Touche, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
Information derived from the report of Huddleston & Co., Inc., independent
petroleum engineering consultants, with respect to the estimates of the oil and
gas reserves of Coastal and its subsidiaries included in the 1999 Annual Report
has been incorporated in reliance upon the authority of such firm as experts
with respect to the matters contained therein.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation to indemnify its officers, directors and other agents against
certain liabilities at least to the extent provided for in the Certificates of
Incorporation and By-Laws of Coastal.
Article FIFTH of Coastal's Certificate of Incorporation provides as
follows:
FIFTH: 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 (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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article 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 Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
Article IX of Coastal's By-Laws reads as follows:
ARTICLE IX
INDEMNIFICATION
SECTION 1. Third Party Actions. The Corporation shall 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 proceedings,
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. The termination
of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the
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<PAGE>
person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.
SECTION 2. Actions by or in the Right of the Corporation. The
Corporation shall 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 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)
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 and 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 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 3. Determination of Conduct. The determination that an
officer, director, employee or agent, has met the applicable standard of
conduct set forth in Section 1 and 2 of this Article IX (unless
indemnification is ordered by a court) shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceedings or (ii) if such
quorum is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders.
SECTION 4. Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article IX.
SECTION 5. Definition. As used in this Article IX, the term
"Corporation" includes all constituent corporations absorbed by The
Coastal Corporation or a subsidiary thereof in a consolidation, merger
or other acquisition transaction, as well as the resulting or surviving
corporation, so that any person who is or was a director, officer,
employee or agent of such a constituent corporation, or is or was
serving at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article IX with respect to The Coastal
Corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
SECTION 6. Indemnity Not Exclusive. The indemnification and
advancement of expenses provided hereunder shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any other by-law,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such
a person. It is the intent of this Article IX that the Corporation shall
indemnify those persons eligible hereunder to the fullest extent
permitted under The General Corporation Laws of Delaware.
An Indemnity Agreement was approved on May 27, 1981, at the annual meeting
of the holders of the common and convertible preferred stocks of Coastal and is
incorporated herein by reference to the definitive Proxy Statement
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of Coastal (Exhibit A) dated April 15, 1981. In April of 1988, the Board of
Directors of Coastal approved a revised and updated Indemnity Agreement which is
incorporated herein by reference to the 1990 Annual Report (Exhibit 28).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), 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 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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following documents are filed as a part of this Registration Statement:
4.1 The Coastal Corporation Deferred Compensation Plan for Directors,
Amended and Restated Effective October 9, 1997.
4.2 The Coastal Corporation 1997 Directors Stock Plan.
5 Opinion of Austin M. O'Toole, Esq., Senior Vice President and
Secretary of The Coastal Corporation, as to the legality of
securities to be registered.
24.1 Consent of Deloitte & Touche.
24.2 Consent of Huddleston & Co., Inc.
24.3 Consent of Austin O'Toole, Esq. (included in Exhibit 5).
25 Powers of Attorney (included on the signature pages hereof).
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 Act;
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(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 (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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 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 deeded 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 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints David A. Arledge,
Coby C. Hesse and Austin M. O'Toole and each of them, any of whom may act
without the joinder of the others, as his attorney-in-fact to sign on his behalf
and in the capacity stated below and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
SIGNATURES
The Registrant. 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 August 24, 2000.
THE COASTAL CORPORATION
(Registrant)
By /S/ DAVID A. ARLEDGE
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David A. Arledge
President and Chief Executive Officer
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 date indicated.
Signature Title Date
--------- ----- -----
/S/ DAVID A. ARLEDGE Chairman of the Board, August 24, 2000
---------------------------- President, Chief Executive
David A. Arledge Officer, and Director
/S/ COBY C. HESSE Principal Accounting Officer August 24, 2000
---------------------------- and Principal Financial Officer
Coby C. Hesse
/S/ JOHN M. BISSELL Director August 24, 2000
----------------------------
John M. Bissell
/S/ GEORGE L. BRUNDRETT, JR. Director August 24, 2000
----------------------------
George L. Brundrett, Jr.
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Signature Title Date
--------- ----- -----
/S/ HAROLD BURROW Director August 24, 2000
----------------------------
Harold Burrow
/S/ JAMES F. CORDES Director August 24, 2000
----------------------------
James F. Cordes
/S/ ROY L. GATES Director August 24, 2000
----------------------------
Roy L. Gates
/S/ ANTHONY W. HALL, JR. Director August 24, 2000
----------------------------
Anthony W. Hall, Jr.
/S/ KENNETH O. JOHNSON Director August 24, 2000
----------------------------
Kenneth O. Johnson
/S/ JEROME S. KATZIN Director August 24, 2000
----------------------------
Jerome S. Katzin
Director
----------------------------
J. Carleton MacNeil, Jr.
/S/ THOMAS R. MCDADE Director August 24, 2000
----------------------------
Thomas R. McDade
/S/ O.S. WYATT, JR. Director August 24, 2000
----------------------------
O. S. Wyatt, Jr.
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INDEX TO EXHIBITS
THE COASTAL CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
THE COASTAL CORPORATION
1997 DIRECTORS STOCK PLAN
Exhibit
No. Description
------- ----------------------------------------------------------------------
4.1 The Coastal Corporation Deferred Compensation Plan for Directors,
Amended and Restated Effective January 1, 1998.
4.2 The Coastal Corporation 1997 Directors Stock Plan.
5 Opinion of Austin M O'Toole, Esq., Senior Vice President and Secretary
of The Coastal Corporation, as to the legality of the securities to be
registered.
24.1 Consent of Deloitte & Touche.
24.2 Consent of Huddleston & Co., Inc.
24.3 Consent of Austin M. O'Toole (included in Exhibit 5).
25 Powers of Attorney (included on the signature pages hereof).
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