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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 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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OCEAN ENERGY, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 74-1764876
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1001 FANNIN, SUITE 1600 77002
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
OCEAN ENERGY, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ROBERT K. REEVES
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
OCEAN ENERGY, INC.
1001 FANNIN, SUITE 1600
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 265-6000
(Telephone number, including area code, of agent for service)
Copy to:
KEITH FULLENWEIDER
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002-6760
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.10 par value(3) ..... 1,500,000 $13.875 $20,812,500 $5,495
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</TABLE>
(1) The number of shares of common stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
(3) Includes associated preferred stock purchase rights. The rights are not
currently separable from the shares of common stock and are not
currently exercisable.
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INTRODUCTORY STATEMENT
This registration statement on Form S-8 relates to up to 1,500,000
shares of common stock, par value $.10 per share (the "Common Stock"), of Ocean
Energy, Inc., a Texas corporation (the "Company"), that may be issued pursuant
to the Ocean Energy, Inc. 2001 Employee Stock Purchase Plan, a copy of which is
included as an exhibit to this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, as filed with the Commission on March 28, 2000.
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, as
filed with the Commission on May 12, 2000, August 1, 2000 and November 2, 2000,
respectively.
(c) The Company's Current Report on Form 8-K filed with the
Commission on May 22, 2000.
(d) The description of the Company'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, 1981.
(e) The description of the Company's Series B Junior
Participating Preferred Stock and related rights contained in the Registration
Statement on Form 8-A/A filed with the Commission on March 12, 1999.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that 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 of such documents. Any
statement contained in a 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
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
J. Evans Attwell serves as a director of the Company. Mr. Attwell is
also of counsel with Vinson & Elkins L.L.P., counsel to the Company.
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 (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by him in connection with or in defending
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an
action suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit or proceeding, in which he is a party or to which he is
subject 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 Company's Bylaws requires the indemnification of officers and directors
to the fullest extent permitted by the Texas Business Corporation Act.
The Company maintains insurance coverage providing its officers and
directors with indemnification 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 Company, which was adopted by the Company'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 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
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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.
4.1 Articles of Incorporation of the Company including
that certain Statement of Resolution Establishing Series of
Shares of Series B Junior Participating Preferred Stock of the
Company filed March 21, 1989 with the Secretary of State of
the State of Texas, 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 (filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 and incorporated herein by
reference), Articles of Merger filed March 30, 1999, with the
Secretary of State of the State of Texas (filed as Exhibit 4.1
to the Company's Post-Effective Amendment No. 1 to Form S-4 on
Form S-8 filed with the Securities and Exchange Commission on
May 11, 1999 and incorporated herein by reference) and
Articles of Amendment filed June 2, 1999 with the Secretary of
State of the State of Texas (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 and incorporated herein by reference).
4.2 Bylaws of the Company, as amended through March 7, 1997 (filed
as Exhibit 4.9 to the Company's Form S-3 filed with the
Securities and Exchange Commission on September 3, 1997 and
incorporated herein by reference).
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 Company and BankBoston, N.A.
(as successor to NCNB Texas National Bank), including Form of
Statement of Resolution Establishing the Series B Junior
Participating Preferred Stock, the Form of Right Certificate
and Form of Summary of Rights to Purchase Preferred Shares
(filed as Exhibit 2 to the Company's Current Report on Form
8-K dated December 15, 1997 and incorporated herein by
reference).
4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated
November 24, 1998, between the Company and BankBoston, N.A.
(filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on December 1, 1998 and incorporated herein by
reference).
4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated
March 10, 1999, between the Company and BankBoston, N.A.
(filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on March 12, 1999 and incorporated herein by
reference).
4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated
May 19, 1999, between the Company and BankBoston, N.A. (filed
as Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on May 21, 1999 and incorporated herein by reference).
4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated
May 19, 2000, between the Company and Fleet National Bank
(f/k/a BankBoston, N.A.)(filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K filed on May 22, 2000 and
incorporated herein by reference).
4.8* Ocean Energy, Inc. 2001 Employee Stock Purchase Plan.
5.1* Opinion of Vinson & Elkins L.L.P. as to the legality of the
shares being registered.
23.1* Consent of KPMG LLP.
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23.2* Consent of Arthur Andersen L.L.P.
23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included in the signature page).
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*Filed herewith.
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 Securities Act;
(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. 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 20 percent 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.
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 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 the 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.
(b) The undersigned registrant hereby undertakes that, for 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 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.
(c) 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
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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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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 November 13, 2000.
OCEAN ENERGY, INC.
By: /s/ James T. Hackett
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James T. Hackett
Chairman, President and
Chief Executive Officer
The undersigned directors and officers of Ocean Energy, Inc. hereby
constitute and appoint William L. Transier and Robert K. Reeves and each of
them, with full power to act without the other and with full power of
substitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
registration statement on Form S-8 and to file the same, with all exhibits
thereto and other documents in connection therewith with the Commission and
hereby ratify and confirm all that such attorneys-in-fact, or either of them, or
their substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated on November 13, 2000.
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SIGNATURE TITLE
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<S> <C>
/s/ James T. Hackett Chairman, President and Chief
------------------------------- Executive Officer
James T. Hackett (Principal Executive Officer)
/s/ William L. Transier Executive Vice President and Chief
------------------------------- Financial Officer)
William L. Transier (Principal Executive Officer)
/s/ Gordon L. McConnell Vice President and Controller
------------------------------- (Principal Accounting Officer)
Gordon L. McConnell
/s/ John B. Brock Director
-------------------------------
John B. Brock
/s/ Milton Carroll Director
-------------------------------
Milton Carroll
</TABLE>
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<TABLE>
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SIGNATURE TITLE
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<S> <C>
/s/ Thomas D. Clark, Jr. Director
-------------------------------
Thomas D. Clark, Jr.
/s/ James C. Flores Director
-------------------------------
James C. Flores
/s/ Peter J. Fluor Director
-------------------------------
Peter J. Fluor
/s/ Robert L. Howard Director
-------------------------------
Robert L. Howard
/s/ Charles F. Mitchell, M.D. Director
-------------------------------
Charles F. Mitchell, M.D.
/s/ J. Evans Attwell Director
-------------------------------
J. Evans Attwell
/s/ Barry J. Galt Director
-------------------------------
Barry J. Galt
/s/ Elvis L. Mason Director
-------------------------------
Elvis L. Mason
/s/ David K. Newbigging Director
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David K. Newbigging
/s/ Dee S. Osborne Director
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Dee S. Osborne
</TABLE>
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INDEX TO EXHIBITS
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Exhibit No. Description
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4.1 Articles of Incorporation of the Company including that
certain Statement of Resolution Establishing Series of Shares
of Series B Junior Participating Preferred Stock of the
Company filed March 21, 1989 with the Secretary of State of
the State of Texas, 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 (filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 and incorporated herein by
reference), Articles of Merger filed March 30, 1999, with the
Secretary of State of the State of Texas (filed as Exhibit 4.1
to the Company's Post-Effective Amendment No. 1 to Form S-4 on
Form S-8 filed with the Securities and Exchange Commission on
May 11, 1999 and incorporated herein by reference) and
Articles of Amendment filed June 2, 1999 with the Secretary of
State of the State of Texas (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999 and incorporated herein by reference).
4.2 Bylaws of the Company, as amended through March 7, 1997 (filed
as Exhibit 4.9 to the Company's Form S-3 filed with the
Securities and Exchange Commission on September 3, 1997 and
incorporated herein by reference).
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 Company and BankBoston, N.A.
(as successor to NCNB Texas National Bank), including Form of
Statement of Resolution Establishing the Series B Junior
Participating Preferred Stock, the Form of Right Certificate
and Form of Summary of Rights to Purchase Preferred Shares
(filed as Exhibit 2 to the Company's Current Report on Form
8-K dated December 15, 1997 and incorporated herein by
reference).
4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated
November 24, 1998, between the Company and BankBoston, N.A.
(filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on December 1, 1998 and incorporated herein by
reference).
4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated
March 10, 1999, between the Company and BankBoston, N.A.
(filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on March 12, 1999 and incorporated herein by
reference).
4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated
May 19, 1999, between the Company and BankBoston, N.A. (filed
as Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on May 21, 1999 and incorporated herein by reference).
4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated
May 19, 2000, between the Company and Fleet National Bank
(f/k/a BankBoston, N.A.)(filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K filed on May 22, 2000 and
incorporated herein by reference).
4.8* Ocean Energy, Inc. 2001 Employee Stock Purchase Plan.
5.1* Opinion of Vinson & Elkins L.L.P. as to the legality of the
shares being registered.
23.1* Consent of KPMG LLP.
23.2* Consent of Arthur Andersen L.L.P.
23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included in the signature page).
</TABLE>
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*Filed herewith.
