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As filed with the Securities and Exchange Commission on July 12, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MIDCOAST ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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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
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed
Amount to Offering Maximum Aggregate Amount of
Title of Securities to be Registered be Registered(1) Price per Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 550,000 $16.3125 $8,971,875 $2,368.58
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provision of the Midcoast Energy Resources, Inc. 1996 Incentive Stock Plan
(the "Incentive Plan") and the 1997 Non-Employee Director Stock Option
Plan (the "Director Plan" and, together with the Incentive Plan, the
"Plans").
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis
of the average of the high and low price of the Common Stock on the
American Stock Exchange Composite Tape on July 5, 2000, $16.3125 per
share. Pursuant to General Instruction E to Form S-8, the registration
fee is calculated only with respect to the additional securities
registered under the Plans.
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This registration statement registers an additional 468,750 shares of Common
Stock related to the 1996 Incentive Stock Plan and an additional 81,250 shares
of Common Stock related to the 1997 Non-Employee Director Stock Option Plan
which are the same class as other securities for which a registration statement
on Form S-8, No. 333-33127 (the "Previous Registration Statement"), has been
previously filed. Pursuant to General Instruction E of Form S-8, the contents
of the Previous Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibits Description
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4.1 -- Second Amendment to Midcoast Energy Resources, Inc. 1996 Incentive
Stock Plan (filed herewith).
4.2 -- First Amendment to Midcoast Energy Resources, Inc. 1997 Non-Employee
Director Stock Option Plan (filed herewith).
5.1 -- Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities (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).
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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 July 11, 2000.
MIDCOAST ENERGY RESOURCES, INC.
By: /s/ DAN C. TUTCHER
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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 this 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 registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
Signature Title Date
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<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
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INDEX TO EXHIBITS
Exhibits Description
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4.1 -- Second Amendment to Midcoast Energy Resources, Inc. 1996 Incentive
Stock Plan (filed herewith).
4.2 -- First Amendment to Midcoast Energy Resources, Inc. 1997 Non-Employee
Director Stock Option Plan (filed herewith).
5.1 -- Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities (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).
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