<PAGE>
As filed with the Securities And Exchange Commission on June 19, 1997
Registration No. 33-61097
--------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BARRETT RESOURCES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0832476
- - ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1515 Arapahoe Street, Tower 3, Suite 1000 Denver, Colorado
- - --------------------------------------------------------------------------------
80202
- - -----
(Address of Principal Executive Offices) (Zip Code)
BARRETT RESOURCES CORPORATION
1985 STOCK OPTION PLAN,
1985 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS,
1989 STOCK OPTION PLAN,
AND
1992 STOCK OPTION PLAN
OF PLAINS PETROLEUM COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT)
- - --------------------------------------------------------------------------------
(Full titles of the plans)
Eugene A. Lang, Jr., Esq., Senior Vice President and General Counsel
Barrett Resources Corporation
1515 Arapahoe Street, Tower 3, Suite 1000
Denver, Colorado 80202
- - --------------------------------------------------------------------------------
(303) 572-3900
- - --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Bearman Talesnick & Clowdus
Professional Corporation
1200 Seventeenth Street, Suite 2600
Denver, Colorado 80202
(303) 572-6500
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
Title Of Securities Amount To Be Proposed Proposed Amount Of
To Be Registered Registered Maximum Maximum Registration Fee
Offering Price Aggregate (1)
Per Unit (1) Offering Price
- - -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 668,406 shares (2) $29.91 $10,904,285 $3,759.80 (3)
$.01 par value
===============================================================================================
</TABLE>
(1) The Proposed Maximum Offering Price Per Unit shown was calculated pursuant
to Rule 457(h) based upon the exercise price of outstanding options granted
pursuant to the Plans set forth on the cover page. The exercise prices for
shares underlying options that previously have been granted range from
$12.50 to $29.91 per share.
(2) Consists of 163,696 shares of the $.01 par value common stock of the
Company issued or issuable pursuant to outstanding options under the 1985
Stock Option Plan of Plains Petroleum Company ("Plains"), a wholly-owned
subsidiary of the Company, 33,800 shares issued or issuable pursuant to
outstanding options under Plains' 1985 Stock Option Plan For Non-Employee
Directors, 348,469 shares issued or issuable pursuant to outstanding
options under Plains' 1989 Stock Option Plan, and 122,441 shares issued or
issuable pursuant to outstanding options under Plains' 1992 Stock Option
Plan.
(3) This registration fee was previously paid with the Registrant's
Registration Statement on Form S-8 (Registration No. 33-61097) filed with
the Securities and Exchange Commission on July 18, 1995. This post-
effective Amendment No. 1 to that Registration Statement does not increase
the amount of securities registered or the offering price and thus no
additional registration fee is required to be paid.
2
<PAGE>
THE STOCK OPTION PLANS
This Registration Statement relates to an aggregate of 668,406 shares
of Barrett Resources Corporation (the "Company") common stock (the "Common
Stock") issuable upon the exercise of stock options that have been granted to
key employees and non-employee directors of Plains Petroleum Company ("Plains"),
a wholly-owned subsidiary of the Company, pursuant to Plains' 1985 Stock Option
Plan, 1985 Stock Option Plan For Non-Employee Directors, 1989 Stock Option Plan,
and 1992 Stock Option Plan (the "Plans"), which, the Company has been informed
by Plains, were approved by Plains' stockholders. Pursuant to the Agreement And
Plan Of Merger dated May 2, 1995 (the "Merger Agreement") between and among the
Company, Plains and Barrett Energy Inc., the Company agreed that each option (a
"Plains Stock Option") to purchase shares of the common stock of Plains ("Plains
Common Stock") which was outstanding immediately prior to the effective date of
the merger of Barrett Energy Inc. with and into Plains so that Plains became a
wholly-owned subsidiary of the Company would become and represent an option to
purchase the number of shares of the Common Stock of the Company determined by
multiplying the number of shares of Plains Common Stock subject to a Plains
Stock Option immediately prior to the effective date by 1.3 at an exercise price
per share of the Company's Common Stock equal to the exercise price per share of
Plains Common Stock immediately prior to the effective date divided by 1.3.
This Registration Statement also relates to the resale of 77,109
shares of Common Stock that may be acquired by certain persons upon the exercise
of options granted pursuant to the Plans. The portion of this Registration
Statement which relates to the resale of the 77,109 shares of Common Stock is
found at pages 4 through 15 of this Registration Statement.
3
<PAGE>
PROSPECTUS
77,109 Shares
BARRETT RESOURCES CORPORATION
Common Stock
-------------------------------
The 77,109 shares of Barrett Resources Corporation (the "Company" or
"Barrett") common stock (the "Common Stock") offered hereby consist of shares
which have been or may be acquired by certain persons upon exercise of options
granted to them by Plains Petroleum Company, a wholly-owned subsidiary of the
Company ("Plains") as stated under "Prospective Selling Stockholders". None of
the proceeds from any resale of these shares will be received by the Company.
The Company will receive proceeds only from the exercise of the outstanding
options described below under "Prospective Selling Stockholders" and "Plan Of
Distribution".
The Common Stock of the Company is traded on the New York Stock
Exchange ("NYSE") under the symbol "BRR". On June 16, 1997, the last reported
sale price for the Company's Common Stock on the NYSE was $32.375 per share.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS".
-------------------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
-------------------------------
The date of this Prospectus is June 19, 1997
4
<PAGE>
AVAILABLE INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form
S-8 (herein together with all amendments thereto referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all the information set forth in the Registration Statement and
exhibits thereto, and statements included in this Prospectus as to the content
of any contract or other document referred to are not necessarily complete. For
further information, reference is made to the Registration Statement and to the
exhibits and schedules filed therewith. All these documents may be inspected at
the Commission's principal office in Washington, D.C. without charge, and copies
of them may be obtained from the Commission upon payment of prescribed fees.
Statements contained in this Prospectus as to the contents of any contract or
other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024 and at
the following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048. Copies of such material also can be obtained at prescribed rates by
writing to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005. In addition, such materials filed electronically by the
Company with the Commission are available at the Commission's World Wide Web
site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in the
future to be, filed with the Commission (File No. 1-13446) pursuant to the
Exchange Act are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(iii) the Company's Current Reports on Form 8-K dated each of January
8, 1997, February 10, 1997 and February 13, 1997;
(iv) the description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A as filed with the
Commission on October 27, 1994;
(v) the Company's Proxy Statement dated April 24, 1997 concerning
the Company's Annual Meeting of Stockholders held June 17, 1997;
and
(vi) all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering
made hereby.
Any statement contained in a document incorporated by reference herein
shall be deemed to be
5
<PAGE>
modified or superseded for purposes of this Prospectus to the extent that such
statement is modified or replaced by a statement contained in this Prospectus or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference into this Prospectus. Any such statement so modified
or superseded shall not be deemed, except as so modified or replaced, to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents. Written or oral
requests for such copies should be directed to Eugene A. Lang, Jr., Senior Vice
President, Barrett Resources Corporation, 1515 Arapahoe Street, Tower 3, Suite
1000, Denver, Colorado 80202, (303) 572-3900.
6
<PAGE>
___________________
TABLE OF CONTENTS
___________________
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION...................................................... 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 5
THE COMPANY................................................................ 8
RISK FACTORS............................................................... 9
PROSPECTIVE SELLING STOCKHOLDERS........................................... 12
PLAN OF DISTRIBUTION....................................................... 13
LEGAL MATTERS.............................................................. 13
EXPERTS.................................................................... 13
INDEMNIFICATION............................................................ 14
</TABLE>
7
<PAGE>
THE COMPANY
Barrett was organized as a Colorado corporation in 1980 under the name
AIMEXCO Inc. In December 1983, the Company acquired Barrett Energy Company
("Barrett Energy"), which owned oil and gas leases in the Wattenberg Field and
other areas. The acquisition resulted in the former shareholders of Barrett
Energy owning 71.5 percent of the Company's shares. In 1984, the Company
changed its name to Barrett Resources Corporation, and in 1987 the Company
changed its state of incorporation from Colorado to Delaware. On July 18, 1995,
the Company completed the merger of a wholly-owned subsidiary of the Company and
Plains so that Plains became a wholly-owned subsidiary of the Company. Pursuant
to that merger, the Company agreed to substitute shares of the Common Stock of
the Company for shares of Common Stock of Plains issuable upon the exercise
options outstanding under the Plains 1985 Stock Option Plan (the "1985 Plan"),
1985 Stock Option Plan For Non-Employee Directors (the "Non-Employee Plan"),
1989 Stock Option Plan (the "1989 Plan"), and 1992 Stock Option Plan (the "1992
Plan"). The 1985 Plan, Non-Employee Plan, 1989 Plan, and 1992 Plan may be
referred to collectively as the "Plans". The executive offices of the Company
are located at 1515 Arapahoe Street, Tower 3, Suite 1000, Denver, Colorado
80202, and its telephone number at that address is (303) 572-3900.
Barrett is an independent natural gas and crude oil exploration and
production company with core areas of activity in the Rocky Mountain Region of
Colorado, Wyoming and Utah; the Mid-Continent Region of Kansas, Oklahoma, New
Mexico and Texas; and the Gulf of Mexico Region of offshore Texas and Louisiana.
At December 31, 1996, the Company's estimated proved reserves were 814.3 Bcfe
(83% natural gas and 17% crude oil) with an implied reserve life of 11.3 years
based on 1996 total production of 72 Bcfe.
The Company concentrates its activities in core areas in which it has
accumulated detailed geologic knowledge and developed significant management
expertise. The Company continues to build on its interests in the Piceance
Basin in northwestern Colorado, the Uinta Basin of northeastern Utah, the
Anadarko and Arkoma Basins in Oklahoma, and the Wind River Basin in Wyoming and
the Gulf of Mexico. The Company also has significant interests in the Hugoton
Embayment in Kansas and Oklahoma, the Permian Basin in Texas and New Mexico and
the Powder River Basin in Wyoming. At December 31, 1996, these principal areas
of focus represented approximately 94% of the Company's estimated proved
reserves.
As of December 31, 1996, the Company owned interests in 2,106
producing wells and operated 1,310 of these wells. These operated wells
contributed approximately 82% of Barrett's natural gas and oil production for
the year ended December 31, 1996. The Company also owns interests in and
operates a natural gas gathering system, a 27-mile pipeline and a natural gas
processing plant in the Piceance Basin.
Barrett markets all of its own natural gas and oil production from
wells that it operates. In addition, the Company engages in natural gas trading
activities, which involve purchasing natural gas from third parties and selling
natural gas to other parties at prices and volumes that management anticipates
will result in profits to the Company.
This Re-Offer Prospectus relates to the resale of shares which have
been or may be acquired by certain persons upon exercise of options that were
granted under the Plans.
8
<PAGE>
RISK FACTORS
Prospective investors should carefully consider, together with the
other information herein, the following factors that affect the Company.
VOLATILITY OF PRICES AND AVAILABILITY OF MARKETS
The Company's revenues, profitability and future rate of growth are
dependent in part upon prevailing prices for natural gas and oil, which can be
extremely volatile. There can be no assurance that current price levels can be
sustained. Prices also are affected by actions of state and local agencies, the
United States and foreign governments, and international cartels. These
external factors and the volatile nature of the energy markets make it difficult
to estimate future prices of natural gas and oil. Any substantial or extended
decline in the price of natural gas would have a material adverse effect on the
Company's financial condition and results of operations, including reduced cash
flow and borrowing capacity. All of these factors are beyond the control of the
Company. The marketability of the Company's production depends in part upon the
availability, proximity and capacity of natural gas gathering systems, pipelines
and processing facilities. Federal and state regulation of natural gas and oil
production and transportation, general economic conditions, changes in supply
and changes in demand all could adversely affect the Company's ability to
produce and market its natural gas and oil. If market factors were to change
dramatically, the financial impact on the Company could be substantial. For the
year ended December 31, 1995, the Company's production and reserve base were
approximately 82% and 87% natural gas, respectively, on an energy equivalent
basis. For the year ended December 31, 1996, the Company's production and
reserve bases were approximately 84% and 83% natural gas, respectively, on an
energy equivalent basis. As a result, the Company's earnings and cash flow are
more sensitive to fluctuations in the price of natural gas than to fluctuations
in the price of oil.
The Company engages in hedging activities with respect to some of its
natural gas and oil production through a variety of financial arrangements
designed to protect against price declines, including swaps. To the extent that
Barrett engages in such activities, it may be prevented from realizing the
benefits of price increases above the levels of the hedges. Risks related to
hedging activities include the risk that counterparties to hedge transactions
will default on obligations to the Company. The Company maintains a Risk
Management Committee to oversee its production hedging and trading activities.
The Company reports its operations using the full cost method of
accounting for natural gas and oil properties. Under full cost accounting
rules, the net capitalized costs of natural gas and oil properties may not
exceed a "ceiling" limit of the present value of estimated future net revenues
from proved reserves, discounted at 10%, plus the lower of cost or fair market
value of unproved properties. This rule requires calculating future revenues at
unescalated prices in effect as of the end of each fiscal quarter and requires a
write-down if the net capitalized costs of the natural gas and oil properties
exceed the ceiling limit, even if price declines are temporary. The risk that
the Company will be required to write-down the carrying value of its natural gas
and oil properties increases when natural gas and oil prices are depressed or
unusually volatile. A ceiling limitation write-down is a one-time charge to
earnings, which does not impact cash flow from operating activities.
OTHER INDUSTRY AND BUSINESS RISKS
9
<PAGE>
The Company competes in the areas of natural gas and oil exploration,
production, development and transportation with other companies, many of which
may have substantially greater financial and other resources. The nature of the
natural gas and oil business also involves a variety of risks, including the
risks of operating hazards such as fires, explosions, cratering, blow-outs,
encountering formations with abnormal pressures and, in horizontal wellbores,
the increased risk of mechanical failure and collapsed holes, and damage or loss
from adverse weather and seas, the occurrence of any of which could result in
losses to the Company. The operation of the Company's natural gas processing
plant and its natural gas gathering systems involves certain risks, including
explosions and environmental hazards caused by pipeline leaks and ruptures. The
effect of these hazards are increased with respect to the Company's Gulf of
Mexico activities due to the difficulty of containing leaks and ruptures in
offshore locations as well as hazards inherent in marine operations, such as
capsizing, grounding, collision and damage from weather or sea conditions or
unsound location. In accordance with customary industry practices, the Company
maintains insurance against some, but not all, of these risks in amounts that
management believes to be reasonable. The occurrence of a significant event
that is not fully insured could have a material adverse effect on the Company's
financial position. International operations are subject to certain risks,
including expropriation of assets, governmental changes in applicable law,
policies and contract terms, foreign government approvals, political
instability, guerilla activity, payment delays, and currency exchange and
repatriation losses.
The Company's revenues depend on its level of success in acquiring or
finding additional reserves. Certain areas in which the Company is engaged in,
or planning, significant exploration and development activities are experiencing
increased activity by other companies. This may result in shortages of, or
delays in the availability of, drilling rigs and other equipment and increased
costs as more users pursue available rigs. Except to the extent that the
Company acquires properties containing proved reserves or conducts successful
exploration and development activities, or both, the proved reserves of the
Company will decline as reserves are produced. There can be no assurance that
the Company's planned exploration and development projects will result in
additional reserves or that the Company will have future success in drilling
productive wells.
Natural gas trading activities involve a high degree of risk because
of the inherent uncertainties associated with the natural gas trading process.
These uncertainties include the lack of predictability in natural gas prices,
risk of non-performance by counterparties, market imperfections caused by
regional price differentials, possible lack of liquidity in the trading markets
and possible failure of physical delivery. Although the possibility of lower
natural gas prices tends to add risk to the Company's exploration and
development activities, it is the possibility of unexpected price volatility
that represents a primary risk for the Company's natural gas trading activities.
In addition, natural gas trading is highly competitive and the Company competes
with several other companies, many of which have more experience, personnel and
other resources available to them. However, the Company does not believe that
any one competitor is dominant in the industry.
ENGINEERS' ESTIMATES OF RESERVES AND FUTURE NET REVENUES
This Prospectus contains estimates of reserves and of future net
revenues which have been prepared by the Company and have been reviewed by
independent petroleum engineers. However, petroleum engineering is not an exact
science and involves estimates based on many variable and uncertain factors.
Estimates of reserves and of future net revenues prepared by different petroleum
engineers may vary substantially depending, in part, on the assumptions made and
may be subject to adjustment either up or down in the future. The actual amounts
of production, revenues, taxes,
10
<PAGE>
development expenditures, operating expenses, and quantities of recoverable
natural gas and oil reserves to be encountered may vary substantially from the
engineers' estimates. Estimates of reserves also are extremely sensitive to the
market prices for natural gas and oil.
GOVERNMENT REGULATION AND ENVIRONMENTAL RISKS
The production and sale of natural gas and oil are subject to a
variety of federal, state and local government regulations that may be changed
from time to time in response to economic or political conditions. The
regulations concern, among other matters, the prevention of waste, the discharge
of materials into the environment, the conservation of natural gas and oil,
pollution, permits for drilling operations, drilling bonds, reports concerning
operations, the spacing of wells, the unitization and pooling of properties, and
various other matters including taxes. The Company currently has a dispute with
the Internal Revenue Service. Although the Company believes it will prevail in
its position, there can be no assurance of a favorable outcome. Many
jurisdictions have at various times imposed limitations on the production of
natural gas and oil by restricting the rate of flow for natural gas and oil
wells below their actual capacity to produce. In addition, many states have
raised state taxes on energy sources and additional increases may occur,
although there can be no certainty of the effect that increases in state energy
taxes would have on natural gas and oil prices. Although the Company believes
it is in substantial compliance with applicable environmental and other
government laws and regulations and to date such compliance has not had a
material adverse effect on the earnings or competitive position of the Company,
there can be no assurance that significant costs for compliance will not be
incurred in the future. Compliance with environmental laws, including the
preparation of environmental assessments and impact statements, can delay
drilling activity, thereby potentially reducing revenue and cash flow.
11
<PAGE>
PROSPECTIVE SELLING STOCKHOLDERS
There are an aggregate of 668,406 shares of Common Stock reserved for
issuance under the Plans (the "Plan Shares"). The Plan Shares are covered by
the Registration Statement on Form S-8, of which this Re-Offer Prospectus is a
part, filed by the Company with the Commission.
The 77,109 shares of Common Stock, the resales of which are covered by
this Prospectus, consist of shares that have been or may be acquired by certain
option holders upon the exercise of options granted to them by Plains pursuant
to the Plans.
The following table sets forth the name and position of each
prospective selling stockholder, the number of shares of the Company's Common
Stock owned as of the date of this Prospectus (including shares which may be
acquired pursuant to the exercise of outstanding options), and the number of
shares and the percentage owned assuming the sale of all the shares covered
hereby.
<TABLE>
<CAPTION>
Prior To
Offering After Offering
------------ --------------
Number Of
Number Of Shares
Shares Covered By Number
Name Position Owned Prospectus(1) Of Shares Percent
- - ----------------------- ---------------- ------------ ------------- --------- --------
<S> <C> <C> <C> <C> <C>
Derrill Cody Director 13,560(2) 7,800 5,760 (3)
William W. Grant, III Director 26,150(4) 10,400 15,750 (3)
Eugene A. Lang, Jr. Senior Vice 49,903(5) 44,609 5,294 (3)
President--
General Counsel
Harry W. Welch Director 19,800(6) 14,300 5,500 (3)
- - ------------------
</TABLE>
(1) Consists of all shares that have been or may be acquired by certain
affiliates of the Company upon exercise of options issued under the Plans.
(2) Includes 7,800 shares underlying options granted under the Non-Employee
Plan and 5,500 shares underlying options granted under the Company's Non-
Discretionary Plan that currently are exercisable or that become exercisable
within the next 60 days.
(3) Less than one percent.
(4) Includes 7,800 shares underlying options granted under the Non-Employee
Plan and 6,000 shares underlying options granted under the Company's Non-
Discretionary Plan that currently are exercisable or that become exercisable
within the next 60 days.
12
<PAGE>
(5) Includes 17,459 shares underlying options granted under the 1989 Plan,
23,400 shares underlying options granted under the 1992 Plan and 2,400 shares
underlying options granted under the Company's 1994 Stock Option Plan that are
exercisable or become exercisable within the next 60 days.
(6) Includes 11,700 shares underlying options granted under the Non-Employee
Plan and 5,500 shares underlying options granted under the Company's Non-
Discretionary Plan that currently are exercisable or that become exercisable
within the next 60 days.
PLAN OF DISTRIBUTION
The 77,109 shares covered by this Prospectus will be offered, if at
all, by certain stockholders of the Company, and not by the Company. If any of
these shares are sold by a prospective selling stockholder, they will be sold on
behalf of that person and it is anticipated that the shares may be offered
pursuant to direct sales to private persons and in open market transactions.
The prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or discounts by
the prospective selling stockholders. The Company has no agreements with
brokers to sell any or all of the shares which may be offered hereby.
Of the 77,109 shares which may be offered pursuant to this Prospectus,
68,159 underlie options that currently are outstanding. If the options to
acquire all 68,159 shares are exercised, the Company will receive proceeds of
$1,344,505, which proceeds will be added to the working capital of the Company.
LEGAL MATTERS
Bearman Talesnick & Clowdus Professional Corporation, Denver,
Colorado, has acted as counsel for the Company in connection with the
Registration Statement of which this Prospectus is a part and has rendered an
opinion concerning the validity of the Common Stock underlying the options
covered hereby. Attorneys employed by this law firm beneficially own
approximately 14,700 shares of the Company's Common Stock.
EXPERTS
The Consolidated Financial Statements of Barrett Resources Corporation
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Arthur Andersen LLP, independent public
accountants as set forth in their report included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such firm as
experts in auditing and accounting.
13
<PAGE>
INDEMNIFICATION
Pursuant to Delaware law, the Company's Board of Directors has the
power to indemnify officers and directors, present and former, for expenses
incurred by them in connection with any proceeding they are involved in by
reason of their being or having been an officer or director of the Company. The
person being indemnified must have acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company. The Company's Certificate Of Incorporation and Bylaws grant this
indemnification to the Company's officers and directors.
In addition to the general indemnification section, the Company has
adopted a provision under Delaware law that eliminates and limits certain
personal liability of a director for monetary damages for breaches of the
director's fiduciary duty of care under certain circumstances.
Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has 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.
* * * * *
14
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
- - -------------------------------------------------
The documents listed in (a) through (e) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Registrant's Current Reports on Form 8-K dated each of
January 8, 1997, February 10, 1997 and February 13, 1997.
(d) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A filed with
the Securities And Exchange Commission on October 27, 1994.
(e) The Registrant's Proxy Statement dated April 24, 1997
concerning the Company's Annual Meeting of Stockholders held
on June 17, 1997.
Item 4. Description Of Securities.
- - -----------------------------------
Not Applicable.
Item 5. Interest Of Named Experts And Counsel.
- - -----------------------------------------------
Bearman Talesnick & Clowdus Professional Corporation, Denver,
Colorado, has acted as counsel for the Registrant in connection with this
Registration Statement. Attorneys employed by this law firm beneficially own
approximately 14,700 shares of the Registrant's Common Stock.
Item 6. Indemnification Of Officers And Directors.
- - ---------------------------------------------------
The Delaware General Corporation Law provides for indemnification by a
corporation of costs incurred by directors, employees, and agents in connection
with an action, suit, or proceeding brought by reason of their position as a
director, employee, or agent. The person being indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.
II-1
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In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the General
Corporation Law of Delaware. This section was enacted in June 1986 and allows a
Delaware corporation to include in its certificate of incorporation a provision
that eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:
"eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
section 174 of this Title [dealing with willful or negligent violation
of the statutory provision concerning dividends and stock purchases
and redemptions], or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective...."
With regard to employee benefit plans, the Delaware General
Corporation Law provides that a director's conduct for a purpose he reasonably
believed to be in the interest of the participants and beneficiaries of the Plan
is conduct satisfying the subject indemnity provision. A director's conduct for
a purpose that he did not reasonably believe to be in the interest of the
participants in or beneficiaries of the Plan shall be deemed as not satisfying
the indemnity provision.
The Board of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware General
Corporation Law. Under the Company's Bylaws, the Company is required to
indemnify its directors to the full extent permitted by the Delaware General
Corporation Law, common law and any other statutory provision.
The Company also maintains directors and officers insurance that
provides protection for directors and officers of the Company against personal
liability for wrongful acts, including protection for certain matters for which
the Company may not provide indemnification, such as stockholder derivative
actions.
Item 7. Exemption From Registration Claimed.
- - ---------------------------------------------
Not Applicable.
Item 8. Exhibits.
- - ------------------
4(a) Specimen Common Stock Certificate is incorporated by reference
from Registrant's Registration Statement on Form S-8 dated March
17, 1995 (Registration No. 33-90450).
5 Opinion Regarding Legality.*
10(a) Plains Petroleum Company ("Plains") 1985 Stock Option Plan is
incorporated by reference from the Registration Statement on
Form 10 of Plains (Registration No. 1-8975) file with the
Securities And Exchange Commission ("Commission") on August 21,
1985. Available on microfiche at the public reference facility
maintained by the Commission at
II-2
<PAGE>
6432 General Green Way, Alexandria, Virginia 22312, Attention
Records Management.
10(b) Plains Petroleum Company 1985 Stock Option Plan For Non-Employee
Directors is incorporated by reference from the Registration
Statement on Form 10 of Plains (Registration No. 1-8975) filed
with the Commission on August 21, 1985. Available on microfiche
at the public reference facility maintained by the Commission at
6432 General Green Way, Alexandria, Virginia 22312, Attention
Records Management.
10(c) Plains Petroleum Company 1989 Stock Option Plan is incorporated
by reference from the Registration Statement on Form S-8 of
Plains (Registration No. 33-30507) filed with the Commission on
August 11, 1989. Available on microfiche at the public reference
facility maintained by the Commission at 6432 General Green Way,
Alexandria, Virginia 22312, Attention Records Management.
10(d) Plains Petroleum Company 1992 Stock Option Plan, is incorporated
by reference from the Registration Statement on Form S-8 of
Plains (Registration No. 33-54636) filed with the Commission on
November 16, 1992.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Bearman Talesnick & Clowdus Professional Corporation
(included in Exhibit 5).
_______________
* Previously filed.
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 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-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the 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 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
Securities Exchange Act of 1934 and are incorporated by reference to
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
II-3
<PAGE>
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) 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
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 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.
(c) Insofar as indemnification for liabilities arising out of the Securities
Act of 1933 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 Securities and Exchange
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 liability (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 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.
II-4
<PAGE>
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 Denver, State of Colorado, on the 17th day of June,
1997.
BARRETT RESOURCES CORPORATION
By: /s/ William J. Barrett
-------------------------------------------
William J. Barrett, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to the
Registration Statement appearing below, hereby constitute and appoint Paul M.
Rady or John F. Keller and each or either of them, with full power of
substitution, as attorneys-in-fact in their names, place and stead to execute
any and all amendments to this Registration Statement in the capacities set
forth opposite their name and hereby ratify all that said attorneys-in-fact and
each of them or his substitutes may do by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ William J. Barrett Chief Executive Officer, Chairman Of June 17, 1997
- - ------------------------ The Board, and Director (Principal
William J. Barrett Executive Officer)
/s/ Paul M. Rady President, Chief Operating Officer, June 17, 1997
- - ------------------------ and Director
Paul M. Rady
/s/ A. Ralph Reed Executive Vice President, and Director June 17, 1997
- - ------------------------
A. Ralph Reed
/s/ John F. Keller Executive Vice President, Chief Finan- June 17, 1997
- - ------------------------ cial Officer, Secretary, and Director
John F. Keller (Principal Financial Officer)
/s/ C. Robert Buford Director June 17, 1997
- - ------------------------
C. Robert Buford
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
Director June __, 1997
- - ---------------------------
Derrill Cody
/s/ James M. Fitzgibbons Director June 17, 1997
- - ---------------------------
James M. Fitzgibbons
/s/ Hennie L.J.M. Gieskes Director June 17, 1997
- - ---------------------------
Hennie L.J.M. Gieskes
/s/ William W. Grant, III Director June 17, 1997
- - ---------------------------
William W. Grant, III
/s/ James T. Rodgers Director June 17, 1997
- - ---------------------------
James T. Rodgers
/s/ Philippe S.E. Schreiber Director June 17, 1997
- - ---------------------------
Philippe S.E. Schreiber
/s/ Harry S. Welch Director June 17, 1997
- - ---------------------------
Harry S. Welch
</TABLE>
II-6
<PAGE>
Exhibits.
Exhibit No.
- - -----------
4(a) Specimen Common Stock Certificate is incorporated by reference
from Registrant's Registration Statement on Form S-8 dated March
17, 1995 (Registration No. 33-90450).
5 Opinion Regarding Legality.*
10(a) Plains Petroleum Company ("Plains") 1985 Stock Option Plan is
incorporated by reference from the Registration Statement on Form
10 of Plains (Registration No. 1-8975) file with the Securities
And Exchange Commission ("Commission") on August 21, 1985.
Available on microfiche at the public reference facility
maintained by the Commission at 6432 General Green Way,
Alexandria, Virginia 22312, Attention Records Management.
10(b) Plains Petroleum Company 1985 Stock Option Plan For Non-Employee
Directors is incorporated by reference from the Registration
Statement on Form 10 of Plains (Registration No. 1-8975) filed
with the Commission on August 21, 1985. Available on microfiche at
the public reference facility maintained by the Commission at 6432
General Green Way, Alexandria, Virginia 22312, Attention Records
Management.
10(c) Plains Petroleum Company 1989 Stock Option Plan is incorporated by
reference from the Registration Statement on Form S-8 of Plains
(Registration No. 33-30507) filed with the Commission on August
11, 1989. Available on microfiche at the public reference facility
maintained by the Commission at 6432 General Green Way,
Alexandria, Virginia 22312, Attention Records Management.
10(d) Plains Petroleum Company 1992 Stock Option Plan, is incorporated
by reference from the Registration Statement on Form S-8 of Plains
(Registration No. 33-54636) filed with the Commission on November
16, 1992.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Bearman Talesnick & Clowdus Professional Corporation
(included in Exhibit 5).
_________________
* Previously filed.
<PAGE>
Exhibit 23(a)
CONSENT OF ARTHUR ANDERSEN
As independent public accountants, we hereby consent to the reference
to our firm under the caption "Experts" in the Registration Statement (Form S-8)
and related Prospectus pertaining to the Plains Petroleum Company (a wholly-
owned subsidiary of Barrett Resources Corporation) 1985 Stock Option Plan, the
Plains Petroleum Company 1985 Stock Option Plan For Non Employee Directors, the
Plains Petroleum Company 1989 Stock Option Plan and the Plains Petroleum Company
1992 Stock Option Plan and to the incorporation by reference therein of our
report dated February 28, 1997 with respect to the financial statements of
Barrett Resources Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1996.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Denver, Colorado
June 19, 1997
