<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER , 1995
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEAGULL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1764876
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(Address of principal executive offices, including zip code)
____________________
SEAGULL ENERGY CORPORATION 1995 OMNIBUS STOCK PLAN
(Full title of the plan)
ROBERT W. SHOWER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(Name and address of agent for service)
(713) 951-4700
(Telephone number, including area code, of agent for service)
Copy to:
J. Mark Metts
Vinson & Elkins L.L.P.
2300 First City Tower
Houston, Texas 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate registration fee
registered per share* offering price*
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value** 1,200,000 shares $16.9619 $20,354,280 $7019
====================================================================================================================
</TABLE>
* Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(h), using, to the extent
known, the average exercise price for outstanding options, and to the extent
such price has not been determined, the average of the high and low prices
reported on the New York Stock Exchange Composite Tape for the Common Stock on
November 2, 1995.
** Including associated preferred stock purchase rights.
Prior to the occurrence of certain events, the preferred stock purchase rights
will not be evidenced or traded separately from the Common Stock.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Seagull Energy Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission") pursuant
to the Exchange Act: (i) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994; (ii) the Registrant's Quarterly Reports on Form
10-Q for the quarters ended March 31, 1995 and June 30, 1995; and (iii) the
description of the Registrant's Common Stock, par value $.10 per share ("Common
Stock"), contained in the Registration Statement on Form 8-A declared effective
by the Commission on January 30, 1981, together with the amendments on Form 8
filed with the Commission on January 29, 1981, January 30, 1981 and October 28,
1991.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering 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. Any statement contained herein or in any
document incorporated or deemed to be 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 such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to
any proceeding arising from actions taken in his official capacity, as a
director or officer, he may be indemnified so long as it shall be determined
that he conducted himself in good faith and that he reasonably believed that
such conduct was in the corporation's best interest. In cases not concerning
conduct in his official capacity as a director or officer, a director or
officer may be indemnified so long as it shall be determined that he conducted
himself in good faith and that he reasonably believed that his conduct was not
opposed to the corporation's best interest. In the case of any criminal
proceeding, a director or officer may be indemnified if he had no reasonable
cause to believe his conduct was unlawful. If a director or officer is wholly
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
Article VI of the Registrant's Bylaws requires the indemnification of
officers and directors to the fullest extent permitted by the Texas Business
Corporation Act. The Registrant also has policies insuring its officers and
directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933.
Reference is made to Article Eleven of the Articles of Incorporation of the
Registrant, which was adopted by the Registrant's shareholders on May 11, 1988
and which provides as follows:
"ARTICLE ELEVEN
A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders; (ii) for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) for any transaction from which the
director received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's office; (iv) for
acts or omissions for which the liability of a director is expressly
provided for by statute; or (v) for acts related to an unlawful stock
repurchase or dividend payment. Any repeal or amendment of this Article by
the shareholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment. In addition
to the circumstances in which a director of the corporation is not liable
as set forth in the preceding sentences, a director
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<PAGE> 3
shall not be liable to the fullest extent permitted by any provision of the
statutes of Texas hereafter enacted that further limits the liability of a
director."
Effective as of August 28, 1989, Article 7.06.B of the Texas Miscellaneous
Corporation Laws Act was amended to read in its entirety as follows:
"B. The articles of incorporation of a corporation may provide that a
director of the corporation shall not be liable, or shall be liable only to
the extent provided in the articles of incorporation, to the corporation or
its shareholders or members for monetary damages for an act or omission in
the director's capacity as a director, except that this article does not
authorize the elimination or limitation of the liability of a director to
the extent the director is found liable for:
(1) a breach of the director's duty of loyalty to the
corporation or its shareholders or members;
(2) an act or omission not in good faith that constitutes
a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing
violation of the law;
(3) a transaction from which the director received an
improper benefit, whether or not the benefit resulted from an
action taken within the scope of the director's office; or
(4) an act or omission for which the liability of a
director is expressly provided for by an applicable statute."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 Seagull Energy Corporation 1995 Omnibus Stock Plan
(incorporated by reference to Exhibit 10.3 to Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995).
4.2 Articles of Incorporation of the Company, as amended,
including Articles of Amendment filed May 12, 1988, May 21,
1991, and May 21, 1993 with the Secretary of State of the
State of Texas, that certain Statement of Relative Rights
and Preferences related to the designation and issuance of
the Company's $2.25 Convertible Exchangeable Preferred
Stock, Series A, filed August 6, 1986 with the Secretary of
State of the State of Texas and that certain Statement of
Resolution Establishing Series of Shares of Series B Junior
Participating Preferred Stock of Seagull Energy Corporation
filed March 21, 1989 with the Secretary of State of the
State of Texas (incorporated by reference to Exhibit 3.1 to
Quarterly Report on Form 10-Q for the quarter ended June
30, 1993).
4.3 Bylaws of the Company, as amended through March 17, 1995
(incorporated by reference to Exhibit 3.1 to Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
4.4 Rights Agreement dated as of March 17, 1989 between the
Company and NCNB Texas National Bank, as Rights Agent,
which includes the form of Statement of Resolution setting
forth the terms of the Series B Junior Participating
Preferred Stock, par value $1.00 per share, as Exhibit A,
the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.8 to Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993).
4.5 First Amendment to Rights Agreement by and between the
Company and NationsBank of Texas, N.A. (formerly NCNB
Texas National Bank) dated as of June 18, 1992
(incorporated by reference to Exhibit 3.4 to Registration
Statement on Form S-3 (File No. 33-55426).
5.1 Opinion of Vinson & Elkins L.L.P. regarding legality.
-3-
<PAGE> 4
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3 Consent of Ryder Scott Company, independent petroleum
engineers.
23.4 Consent of DeGolyer and MacNaughton, independent petroleum
engineers.
23.5 Consent of Netherland, Sewell and Associates, Inc.,
independent petroleum engineers.
24.1 Power of Attorney (included on the signature page to this
Registration Statement).
UNDERTAKINGS
The 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(c) 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;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if 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 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 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) That, for the 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 this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE> 5
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 the 7th day of November,
1995.
SEAGULL ENERGY CORPORATION
By: /s/ Robert W. Shower
----------------------------
Robert W. Shower
Executive Vice President and
Chief Financial 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 DATES INDICATED.
POWER OF ATTORNEY
Each person whose signature appears below appoints Barry J. Galt and
Robert W. Shower, and both of them, either of whom may act without the joinder
of the other, as 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 and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Evans Attwell Director November 7, 1995
- --------------------------
(J. Evans Attwell)
/s/ Rodney W. Bridges Vice President and Controller November 7, 1995
- -------------------------- (Principal Accounting Officer)
(Rodney W. Bridges)
/s/ John W. Elias Executive Vice President November 7, 1995
- -------------------------- and Director
(John W. Elias)
/s/ Peter J. Fluor Director November 7, 1995
- --------------------------
(Peter J. Fluor)
/s/ Barry J. Galt Chairman of the Board, President, November 7, 1995
- -------------------------- Chief Executive Officer and Director
(Barry J. Galt) (Principal Executive Officer)
- -------------------------- Director , 1995
(William R. Grant)
- -------------------------- Director , 1995
(Dean P. Guerin)
- -------------------------- Director , 1995
(Richard M. Morrow)
- -------------------------- Director , 1995
(Dee S. Osborne)
/s/ Sam F. Segnar Director November 7, 1995
- --------------------------
(Sam F. Segnar)
/s/ Robert W. Shower Executive Vice President, Chief November 7, 1995
- -------------------------- Financial Officer and Director
(Robert W. Shower) (Principal Financial Officer)
- -------------------------- Director , 1995
(George M. Sullivan)
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential Page
Number Description Number
----- ----------- ---------------
<S> <C> <C>
4.1 Seagull Energy Corporation 1995 Omnibus Stock Plan
(incorporated by reference to Exhibit 10.3 to Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995).
4.2 Articles of Incorporation of the Company, as amended,
including Articles of Amendment filed May 12, 1988, May 21,
1991, and May 21, 1993 with the Secretary of State of the
Sate of Texas, that certain Statement of Relative Rights
and Preferences related to the designation and issuance of
the Company's $2.25 Convertible Exchangeable Preferred
Stock, Series A, filed August 6, 1986 with the Secretary of
State of the State of Texas and that certain Statement of
Resolution Establishing Series of Shares of Series B Junior
Participating Preferred Stock of Seagull Energy Corporation
filed March 21, 1989 with the Secretary of State of the
State of Texas (incorporated by reference to Exhibit 3.1 to
Quarterly Report on Form 10-Q for the quarter ended June
30, 1993).
4.3 Bylaws of the Company, as amended through March 17, 1990
(incorporated by reference to Exhibit 3.1 to Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
4.4 Rights Agreement dated as of March 17, 1989 between the
Company and NCNB Texas National Bank, as Rights Agent,
which includes the form of Statement of Resolution setting
forth the terms of the Series B Junior Particiapating
Preferred Stock, par value $1.00 per share, as Exhibit A,
the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.8 to Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993).
4.5 First Amendment to Rights Agreement by and between the
Company and NationsBank of Texas, N.A. (formerly NCNB
Texas National Bank) dated as of June 18, 1992
(incorporated by reference to Exhibit 3.4 to Registration
Statement on Form S-3 (File No. 33-55426).
5.1 Opinion of Vinson & Elkins L.L.P. regarding legality.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3 Consent of Ryder Scott Company, independent petroleum
engineers.
23.4 Consent of DeGolyer and MacNaughton, independent petroleum
engineers.
23.5 Consent of Netherland, Sewell and Associates, Inc.,
independent petroleum engineers.
24.1 Power of Attorney (included on the signature page to this
Registration Statement).
</TABLE>
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<PAGE> 1
[VINSON & ELKINS LETTERHEAD]
(713) 758-2222 (713) 758-2346
November 6, 1995
Seagull Energy Corporation
1001 Fannin
Suite 1700
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as counsel for Seagull Energy Corporation, a Texas
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 1,200,000 shares (the "Shares") of
Common Stock, par value $.10 per share ("Common Stock"), of the Company
pursuant to Seagull Energy Corporation 1995 Omnibus Stock Plan (the "Plan").
Before rendering our opinion, we examined certain corporate records of
the Company, including its Articles of Incorporation, its Bylaws, and certain
resolutions of the Board of Directors of the Company. We also examined the
Registration Statement, together with the exhibits thereto, and such
certificates of officers of the Company, other documents and records as we have
deemed necessary for the purposes of this opinion. As to matters of fact
relevant to the opinions expressed herein, and as to factual matters arising in
connection with our examination of corporate documents, records and other
documents and writings, we relied upon certificates and other communications of
corporate officers of the Company, without further investigation as to the
facts set forth therein.
Based upon the foregoing, we are of the opinion that the Shares to be
issued pursuant to the Plan have been validly authorized for issuance and, when
the Registration Statement has become effective under the Securities Act of
1933, as amended (the "Act"), and the Shares are issued and paid for in
accordance with the terms of the Plan, the Shares so issued will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By 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
<PAGE> 2
Seagull Energy Corporation
Page 2
November 6, 1995
of the Securities and Exchange Commission issued thereunder. For purposes of
this opinion, we assume that the securities to be issued pursuant to the
Registration Statement will be issued in compliance with all applicable state
securities or Blue Sky laws.
Very truly yours,
/s/ VINSON & ELKINS
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Seagull Energy Corporation:
We consent to the incorporation by reference in the registration
statement to be filed on Form S-8 of Seagull Energy Corporation of our report
dated January 27, 1995, relating to the consolidated balance sheets of Seagull
Energy Corporation and Subsidiaries as of December 31, 1994 and 1993 and the
related consolidated statements of earnings, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1994,
which report appears or is incorporated by reference in the December 31, 1994
Annual Report on Form 10-K of Seagull Energy Corporation.
Our report refers to a change in accounting principle for the adoption
of the Financial Accounting Standards Board Statement of Financial Accounting
Standard No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions and No. 109, Accounting for Income Taxes.
/s/ KMPG PEAT MARWICK LLP
------------------------
KPMG Peat Marwick LLP
Houston, Texas
October 31, 1995
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the use of our name in the Annual Report on Form
10-K of Seagull Energy Corporation and Subsidiaries (the "Company") for the
year ended December 31, 1994, and the incorporation by reference thereof into
the Company's Registration Statement on Form S-8, to which this consent is an
exhibit.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
November 1, 1995
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference of our name in the
Annual Report on Form 10-K of Seagull Energy Corporation and Subsidiaries (the
"Company") for the year ended December 31, 1994 into the Company's Registration
Statement on Form S-8, to which this consent is an exhibit.
/s/ DeGOLYER AND MacNAUGHTON
DeGOLYER AND MacNAUGHTON
Dallas, Texas
November 1, 1995
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the use of our name in the Annual Report on Form
10-K of Seagull Energy Corporation and Subsidiaries (the "Company") for the
year ended December 31, 1994, and the incorporation by reference thereof into
the Company's Registration Statement on Form S-8, to which this consent is an
exhibit.
NETHERLAND, SEWELL & ASSOCIATES, INC.
PETROLEUM ENGINEERS
By /s/ CLARENCE M. NETHERLAND
Clarence M. Netherland
Chairman
Houston, Texas
November 1, 1995
