<PAGE>
As filed with the Securities and Exchange Commission on July 12, 2000.
Registration No. 333-33127
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
MIDCOAST ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
_______________________
Texas/+/
(State or Other Jurisdiction of Incorporation or Organization)
76-0378638
(I.R.S. Employer Identification No.)
1100 Louisiana, Suite 2950
Houston, Texas 77002
(Address, including Zip Code, of Registrant's Principal Executive Offices)
MIDCOAST ENERGY RESOURCES, INC.
1996 INCENTIVE STOCK PLAN
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
-----------------------
Name, Address and Telephone Copy of communications to:
Number of Agent for Service:
Dan C. Tutcher Robert G. Reedy
President and Chief Executive Officer Porter & Hedges, L.L.P.
Midcoast Energy Resources, Inc. 700 Louisiana, 35th Floor
1100 Louisiana, Suite 2950 Houston, Texas 77002-2764
Houston, Texas 77002 Phone: (713) 226-0600
Phone: (713) 650-8900 Fax: (713) 228-1331
Fax: (713) 650-3232
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed
Amount to Offering Maximum Aggregate Amount of
Title of Securities to be Registered be Registered Price Per Share Offering Price Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share N/A N/A N/A N/A
====================================================================================================================
</TABLE>
+ This Post-Effective Amendment is being filed by Midcoast Energy Resources,
Inc., a Texas corporation, as successor issuer to Midcoast Energy
Resources, Inc., a Nevada corporation, pursuant to Rule 414 promulgated
under the Securities Act of 1933, as amended.
<PAGE>
General
This Post-Effective Amendment No. 2 to the Registration Statement on Form
S-8 (Commission File No. 333-33127) of Midcoast Energy Resources, Inc., a Nevada
corporation, is filed pursuant to Rule 414(d) promulgated under the Securities
Act of 1933, by Midcoast Energy Resources, Inc., a Texas corporation. In
connection with the reincorporation of the original Nevada corporation in Texas,
the Texas corporation hereby adopts the registration statement as its own for
all purposes of the Securities Act of 1933 and the Securities Exchange Act of
1934. After giving effect to the filing of this post-effective amendment, the
original registrant, the Nevada company, will no longer be the issuer of the
securities covered by this Registration Statement or be the registrant under
this registration statement.
As originally filed with the Securities and Exchange Commission, the
registration statement registered 280,000 shares of common stock, par value
$0.01 per share, of the original Nevada company and an indeterminate number of
shares pursuant to anti-dilution provisions, which shares were to be offered or
sold pursuant to the 1996 Incentive Stock Plan (the "Incentive Plan") and the
1997 Non-Employee Director Stock Option Plan (the "Director Plan")
(collectively, the "Plans"). Post-Effective Amendment No. 1 increased the number
of shares registered under the Plans to 452,000 shares of the original Nevada
company. Pursuant to Rule 416(a) of the Securities Act of 1933, an additional
148,000 shares are deemed registered as a result of the anti-dilution provisions
of the Plans. After giving effect to the filing of this Post-Effective Amendment
No. 2, the securities covered by this registration statement will be an
aggregate of 600,000 shares of common stock, par value $0.01 per share (531,250
for the Incentive plan and 68,750 for the Director Plan), and an indeterminate
number of shares pursuant to anti-dilution provisions of the Plans of the
successor Texas corporation. After giving effect to the filing of this Post-
Effective Amendment No. 2, the Plans to which the registration statement relates
will be the Plans of the Texas corporation.
Description of the Reincorporation. On February 22, 1999, the Board of
Directors of the original Nevada company approved, subject to shareholder
approval, a reincorporation proposal. Under that proposal the original Nevada
company would be merged into its wholly owned subsidiary, a successor Texas
corporation. The shareholders approved of the reincorporation at the annual
meeting on May 17, 1999. The reincorporation was accomplished according to an
Agreement and Plan of Merger, dated as of September 22, 1999, between the
original Nevada company and the successor Texas corporation. Under that
agreement, (i) the original Nevada company merged with and into the Texas
corporation, with the Texas corporation being the surviving corporation, (ii)
each outstanding share of the original Nevada company was converted into one
share of the Texas corporation's common stock and (iii) the articles of
incorporation and bylaws of the Texas corporation became the governing documents
for the surviving corporation. As a result of the reincorporation, the original
Nevada company became a Texas company.
The reincorporation is described more fully in the 1999 Proxy Statement of
the original Nevada company.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents we have previously filed with the Securities and
Exchange Commission are incorporated into this registration statement by
reference:
. Annual Report on Form 10-K for the year ended December 31, 1999;
. Quarterly Report on Form 10-Q for the period ended March 31, 2000;
. Definitive Proxy Statement on Schedule 14A filed on April 14, 2000;
and
. The description of our common stock contained in our Form 8-K filed
on September 29, 1999, including any amendments or reports filed for
the purpose of updating the description.
All documents we file with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
filing 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 have been sold or
2
<PAGE>
which deregisters all 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 such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Officers and Directors
Our Articles of Incorporation and Bylaws require us to indemnify our
directors and officers to the fullest extent permitted under Texas law. Our
Articles of Incorporation limit the personal liability of a director to the
corporation or its shareholders to damages for: (i) any breach of the director's
duty of loyalty to the Company or its shareholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) an act or omission for which the liability of a director is expressly
provided for by an applicable statute, or (iv) any transaction from which the
director derived an improper personal benefit.
Furthermore, pursuant to certain indemnity agreements executed by each
current director and executive officer, we must indemnify, defend and hold
harmless our directors and officers from and against any loss, liability or
claim arising out of or relating to their capacities as such. We have in effect
an insurance policy providing directors and officers with indemnification,
subject to certain exclusions and to the extent not otherwise indemnified by us,
against loss (including expenses incurred in the defense of actions, suits or
proceedings in connection therewith) arising from any negligent act, error,
omission or breach of duty while acting in their capacity as our directors and
officers. The policy also reimburses us for liability incurred in the
indemnification of our directors and officers.
Summary of Texas Law. The following is a summary of the indemnification
provisions of Texas law.
Scope. A corporation is permitted to provide indemnification or
-----
advancement of expenses, by a bylaw provision, agreement, security arrangement
or otherwise against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by an indemnified party in connection with a
proceeding. However, if the person is found liable to the corporation, or if the
person is found liable on the basis he received an improper personal benefit,
indemnification under Texas law is limited to the reimbursement of reasonable
expenses, and no indemnification will be available if the person is found liable
for willful or intentional misconduct.
Advancement of Expenses. Reasonable court costs and attorneys' fees
-----------------------
incurred by a director who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a director
of such corporation may be paid or reimbursed by the corporation in advance of
the final disposition of the proceeding after the corporation receives (i) a
written affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification under Texas law and (ii) a
written undertaking by or on behalf of the director to repay the amount paid or
reimbursed if it is ultimately determined that he has not met those requirements
or if indemnification for such expenses is precluded under Texas law.
Procedure for Indemnification. Texas law provides that a determination
-----------------------------
that indemnification is appropriate under Texas law shall be made (i) by a
majority vote of a quorum consisting of directors who are not party to the
proceeding, (ii) if such a quorum cannot be obtained, by a special committee of
the board of directors consisting of at least two directors not party to the
proceeding, (iii) by special legal counsel, or (iv) by stockholder vote.
Mandatory Indemnification. Under Texas law, indemnification by the
-------------------------
corporation is mandatory only if the director is wholly successful, on the
merits or otherwise, in the defense of the proceeding.
Insurance. Texas law allows a corporation to purchase and maintain
---------
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against such person and
incurred by such person in such a capacity or arising out of his status as such
a person whether or not the corporation would have the power to indemnify him
against that liability. In addition, a corporation may also establish and
maintain arrangements, other than insurance, to protect these individuals,
including a trust fund or surety arrangement.
3
<PAGE>
Standard of Care. In general, directors are charged with the duty in their
----------------
decision-making process and oversight responsibilities to act as would a
reasonably prudent person in the conduct of such person's own affairs.
Stockholder Reports. Texas law requires a report to the stockholders upon
-------------------
indemnification or advancement of expenses.
Limited Liability of Directors. Texas law permits a corporation to
------------------------------
eliminate in its charter all monetary liability of a director to the corporation
or its stockholders for conduct in the performance of such director's duties.
However, Texas law does not permit any limitation of the liability of a director
for: (i) breaching the duty of loyalty to the corporation or its stockholders;
(ii) failing to act in good faith; (iii) engaging in intentional misconduct or a
known violation of law; (iv) engaging in a transaction from which the director
obtains an improper benefit; or (v) violating applicable statutes which
expressly provide for the liability of a director.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibits Description
-------- -----------
5.1 -- Opinion of Porter & Hedges, L.L.P. (filed herewith).
23.1 -- Consent of Hein + Associates LLP (filed herewith).
23.2 -- Consent of PricewaterhouseCoopers LLP (filed herewith).
23.3 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit
5.1).
24.1 -- Powers of Attorney (included on signature page).
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 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-effect 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 Commission pursuant to Rule 424(b) 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.
(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.
4
<PAGE>
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 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 out of the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, we have been informed 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 that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by one of our directors, officers or controlling
persons 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, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.
5
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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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 11, 2000.
MIDCOAST ENERGY RESOURCES, INC.
By: /s/ DAN C. TUTCHER
---------------------------------------
Dan C. Tutcher, Chairman of the Board
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dan C. Tutcher and Duane S. Herbst, and each of
them, either of whom may act without joinder of the other, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to the Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, 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, and each of them, or the substitute or substitutes of either of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 2 to the 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/ DAN C. TUTCHER Chairman of the Board, President and July 11, 2000
---------------------------------- Chief Executive Officer
Dan C. Tutcher (Principal Executive Officer)
/s/ I. J. BERTHELOT, II Executive Vice President, July 11, 2000
---------------------------------- Chief Operating Officer and Director
I. J. Berthelot, II
/s/ RICHARD A. ROBERT Chief Financial Officer and Treasurer July 11, 2000
---------------------------------- (Principal Financial and
Richard A. Robert Accounting Officer)
/s/ TED COLLINS, JR. Director July 11, 2000
----------------------------------
Ted Collins, Jr.
/s/ CURTIS J. DUFOUR, III Director July 11, 2000
----------------------------------
Curtis J. Dufour, III
/s/ RICHARD N. RICHARDS Director July 11, 2000
----------------------------------
Richard N. Richards
/s/ BRUCE M. WITHERS Director July 11, 2000
----------------------------------
Bruce M. Withers
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
Exhibits Description
---------- -----------
5.1 -- Opinion of Porter & Hedges, L.L.P. (filed herewith).
23.1 -- Consent of Hein + Associates LLP (filed herewith).
23.2 -- Consent of PricewaterhouseCoopers LLP (filed herewith).
23.3 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on signature page).
7
