<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1999
Registration No.
================================================================================
UNITED STATES 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
1998 OMNIBUS STOCK PLAN
(Full title of the plan)
WILLIAM L. TRANSIER, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
1001 FANNIN, SUITE 1700
HOUSTON, TX 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, TX 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
unit (1) price (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par 2,500,000 shares $9.6562 $24,140,500 $6,712.00
value $.10 (2)
======================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating registration fee, in
accordance with Rule 457(h), on the basis of (i) the weighted average
price of $11.9356 per share at which outstanding awards have been
granted and (ii) the price of securities of the same class, as determined
in accordance with Rule 457(c), using the average of the high and low
prices reported on the New York Stock Exchange of $5.3125 per share for
the Registrant's Common Stock on January 27, 1999, for the remaining
860,397 shares registered hereunder, for which a price is not known.
(2) This Registration Statement also pertains to rights to purchase shares of
Series B Junior Participating Preferred Stock of the Registrant. One right is
attached to and trades with each share of the Registrant's Common Stock. Until
the occurrence of certain events, the rights are not exercisable and will not be
evidenced or transferred apart from the Registrant's Common Stock. Any value
attributable to such rights is reflected in the market price of the Registrant's
Common Stock.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Seagull Energy Corporation (Exchange
Act Registration No. 1-8094), a Texas corporation (the "Registrant"), are
incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998, as well as the
Form 10-Q/A No. 1 (which amended the Quarterly Report on Form
10-Q for the quarter ended September 30, 1998 and which was
filed on January 27, 1999);
(c) Current Reports on Form 8-K filed with the Commission on June
4, 1998 and December 1, 1998;
(d) the description of Registrant's 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; and
(e) the description of Registrant's Series B Junior Participating
Preferred Stock and related rights contained in the
Registration Statement on Form 8-A filed with the Commission
on March 17, 1989.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 that 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.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
J. Evans Attwell serves as a director of the Registrant. Mr. Attwell is
also an attorney with Vinson & Elkins L.L.P., counsel to the Registrant.
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, as amended (the "Act").
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 shall
not be liable to the fullest extent
-3-
<PAGE> 4
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 -- Articles of Incorporation of the Registrant, as
amended, 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 of
Registrant on Form 10-Q for the quarter ended June
30, 1998).
4.2 -- Bylaws of the Registrant, as amended through March 7,
1997 (incorporated by reference to Exhibit 4.9 to
Registration Statement (File No. 333-34841)
-4-
<PAGE> 5
on Form S-3 of Registrant filed with the Commission
on September 18, 1997).
4.3 -- Amended and Restated Rights Agreement dated March 17,
1989, as amended effective June 13, 1992, and amended
and restated as of December 12, 1997, between the
Registrant and BankBoston, N.A. (as successor to NCNB
Texas National Bank), including Form of Statement of
Resolution Establishing the Series of Shares of
Series B Junior Participating Preferred Stock, the
Form of Right Certificate and Form of Summary of
Rights to Purchase Preferred Shares (incorporated by
reference to Exhibit 2 to Current Report of
Registrant on Form 8-K dated December 15, 1997).
4.4 -- Amendment No. 1 to Amended and Restated Rights
Agreement, dated as of November 24, 1998, by and
between the Registrant and BankBoston, N.A.
(incorporated by reference to Exhibit 4.1 to Current
Report on Form 8-K dated November 24, 1998).
4.5 -- Seagull Energy Corporation 1998 Omnibus Stock Plan
(incorporated by reference to Exhibit 10.1 to
Quarterly Report of Registrant on Form 10-Q for the
quarter ended June 30, 1998).
5.1 -- Opinion of Vinson & Elkins L.L.P. regarding legality.
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in
Exhibit 5.1).
23.2 -- Consent of KPMG LLP.
23.3 -- Consent of Ryder Scott Company, independent petroleum
engineers.
23.4 -- Consent of DeGolyer and MacNaughton, independent
consulting petroleum engineers.
23.5 -- Consent of Netherland, Sewell & Associates, Inc.,
independent consulting petroleum engineers.
24.1 -- Powers of Attorney (set forth in 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:
(a) To include any prospectus required by Section 10(a)(3)
of the Act;
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<PAGE> 6
(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 with or furnished to the
Commission 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 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
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 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.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Act, 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 January 28, 1999.
SEAGULL ENERGY CORPORATION
By: /s/ James T. Hackett
------------------------------------
James T. Hackett
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons in the capacities indicated on the
dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below appoints James T. Hackett and
William L. Transier, 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/ James T. Hackett Chairman of the Board, January 28, 1999
- ------------------------------------- President and Chief Executive Officer
James T. Hackett (Principal Executive Officer)
/s/ Barry J. Galt Chairman of the Board and Director January 28, 1999
- -------------------------------------
Barry J. Galt
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ William L Transier Executive Vice President and January 28, 1999
- ------------------------------------- Chief Financial Officer and
William L. Transier (Principal Financial Officer)
/s/ Gordon L. McConnell Vice President and Controller January 28, 1999
- ------------------------------------- (Principal Accounting Officer)
Gordon L. McConnell
/s/ J. Evans Attwell Director January 28, 1999
- -------------------------------------
J. Evans Attwell
/s/ Richard J. Burgess Director January 28, 1999
- -------------------------------------
Richard J. Burgess
/s/ Milton Carroll Director January 28, 1999
- -------------------------------------
Milton Carroll
/s/ Thomas H. Cruikshank Director January 28, 1999
- -------------------------------------
Thomas H. Cruikshank
/s/ Peter J. Fluor Director January 28, 1999
- -------------------------------------
Peter J. Fluor
/s/ Dee S. Osborne Director January 28, 1999
- -------------------------------------
Dee S. Osborne
/s/ Sidney R. Petersen Director January 28, 1999
- -------------------------------------
Sidney R. Petersen
/s/ Sam F. Segnar Director January 28, 1999
- -------------------------------------
Sam F. Segnar
/s/ Robert F. Vagt Director January 28, 1999
- -------------------------------------
Robert F. Vagt
/s/ R. A. Walker Director January 28, 1999
- -------------------------------------
R. A. Walker
</TABLE>
-8-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
4.1 -- Articles of Incorporation of the Registrant, as
amended, 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 of
Registrant on Form 10-Q for the quarter ended June
30, 1998).
4.2 -- Bylaws of the Registrant, as amended through March 7,
1997 (incorporated by reference to Exhibit 4.9 to
Registration Statement (File No. 333-34841) on Form
S-3 of Registrant filed with the Commission on
September 18, 1997).
4.3 -- Amended and Restated Rights Agreement dated March 17,
1989, as amended effective June 13, 1992, and amended
and restated as of December 12, 1997, between the
Registrant and BankBoston, N.A. (as successor to NCNB
Texas National Bank), including Form of Statement of
Resolution Establishing the Series of Shares of
Series B Junior Participating Preferred Stock, the
Form of Right Certificate and Form of Summary of
Rights to Purchase Preferred Shares (incorporated by
reference to Exhibit 2 to Current Report of
Registrant on Form 8-K dated December 15, 1997).
4.4 -- Amendment No. 1 to Amended and Restated Rights
Agreement, dated as of November 24, 1998, by and
between the Registrant and BankBoston, N.A.
(incorporated by reference to Exhibit 4.1 to Current
Report on Form 8-K dated November 24, 1998).
4.5 -- Seagull Energy Corporation 1998 Omnibus Stock Plan
(incorporated by reference to Exhibit 10.1 to
Quarterly Report of Registrant on Form 10-Q for the
quarter ended June 30, 1998).
5.1 -- Opinion of Vinson & Elkins L.L.P. regarding legality.
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in
Exhibit 5.1).
23.2 -- Consent of KPMG LLP.
23.3 -- Consent of Ryder Scott Company, independent petroleum
engineers.
23.4 -- Consent of DeGolyer and MacNaughton, independent
consulting petroleum engineers.
</TABLE>
<PAGE> 10
<TABLE>
<S> <C>
23.5 -- Consent of Netherland, Sewell & Associates, Inc.,
independent consulting petroleum engineers.
24.1 -- Powers of Attorney (set forth in signature page).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
(713) 758-3381 (713) 615-5536
January 28, 1999
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 2,500,000 shares (the "Shares") of
Common Stock, par value $0.10 per share ("Common Stock"), of the Company
pursuant to the Seagull Energy Corporation 1998 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, the Plan and 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.
<PAGE> 2
Seagull Energy Corporation
Page 2
January 28, 1999
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 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,
VINSON & ELKINS L.L.P
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
Seagull Energy Corporation:
We consent to the incorporation by reference in this registration
statement on Form S-8 of Seagull Energy Corporation of our report dated
January 28, 1998, relating to the consolidated balance sheets of Seagull Energy
Corporation and Subsidiaries as of December 31, 1997 and 1996 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1997, which report
is incorporated by reference in the December 31, 1997 Annual Report on Form
10-K of Seagull Energy Corporation.
/s/ KPMG LLP
Houston, Texas
January 26, 1999
<PAGE> 1
EXHIBIT 23.3
[RYDER SCOTT COMPANY LETTERHEAD]
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, 1997 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
January 21, 1999
<PAGE> 1
EXHIBIT 23.4
[DeGOLYER AND MacNAUGHTON LETTERHEAD]
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, 1997, 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
January 22, 1999
<PAGE> 1
EXHIBIT 23.5
[NETHERLAND, SEWELL & ASSOCIATES, INC. LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference by Seagull Energy
Corporation and Subsidiaries (the Company) to our Firm's name and our Firm's
review of the oil and gas reserve quantities as of December 31, 1997 for
certain of the Company's interests in the Qarun, East Beni Suef, and West Abu
Gharadig Concessions located in the Western Desert of Egypt, as presented in
our reserve reports dated February 12, 1998 for Qarun and February 16, 1998 for
East Beni Suef and West Abu Gharadig and for those oil and gas reserve
quantities as of January 1, 1998 for certain oil and gas properties located in
the Block CI-11 Contract Area, offshore Cote d'Ivoire, as presented in our
reserve report and dated February 2, 1998 included in the Company's Annual
Report on Form 10-K into the Company's Registration Statement on Form S-8 to
which this consent is an exhibit.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ FREDERIC D. SEWELL
-------------------------------------
Frederic D. Sewell
President
Dallas, Texas
January 21, 1999
