<PAGE>
As filed with the Securities and Exchange Commission on December 11, 2000
Registration No. 333-49376
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
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FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 25-0484900
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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1600 BROADWAY
SUITE 2200
DENVER, COLORADO 80202
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FORCENERGY 1999 EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
Joan C. Sonnen
Vice President-Controller
and Chief Accounting Officer
1600 Broadway,
Suite 2200
Denver, Colorado 80202
(303) 812-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Alan P. Baden
Vinson & Elkins L.L.P.
1325 Avenue of the Americas
17th Floor
New York, New York 10019
917) 206-8000
(917) 206-8100 (fax)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Offering Price Aggregate Amount of
Title of Securities To Be Registered Amount To Be Registered Per Share Offering Price Registration Fee
------------------------------------ ----------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Forcenergy 1999 Employee Stock
Purchase Plan: Common Stock,
par value $0.10 per share 25,000 shares(1)(3) N/A(2) N/A(2) N/A(2)
</TABLE>
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(1) The number of shares registered is based on an estimate of the maximum
number of shares of Forest issuable upon exercise of options granted under
the Forcenergy 1999 Employee Stock Purchase Plan.
(2) The proposed maximum offering price was calculated and the fee was
previously paid in connection with the filing of the Preliminary Proxy
Statement on Schedule 14A of Forest on July 31, 2000 and the filing of the
Registration Statement on Form S-4 of Forest (File No. 333-49376), declared
effective on November 7, 2000.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover an
indeterminate number of interests to be offered or sold pursuant to the
Forcenergy 1999 Employee Stock Purchase Plan.
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein-see "Explanatory
Note."
<PAGE>
EXPLANATORY NOTE
Forest Oil Corporation, a New York corporation, ("Forest") hereby amends
its Registration Statement on Form S-4 (File No. 333-49376), declared effective
on November 7, 2000 (the "Form S-4"), by filing this Post-Effective Amendment
No. 1 on Form S-8 relating to 25,000 shares of common stock (taking into account
a 1-for-2 reverse stock split approved December 7, 2000), $0.10 par value per
share, of Forest ("Forest Common Stock"), that are issuable by Forest upon
exercise of stock options granted pursuant to the provisions of the Forcenergy
1999 Employee Stock Purchase Plan (the "Plan") which was assumed by Forest
pursuant to the Merger Agreement defined and described below. All such shares of
Forest Common Stock were originally registered on the Form S-4.
Pursuant to the Agreement and Plan of Merger dated as of July 10, 2000 (the
"Merger Agreement") among Forest, Forest Acquisition I Corporation, a Delaware
corporation and a wholly owned subsidiary of Forest ("Sub") and Forcenergy Inc,
a Delaware corporation, ("Forcenergy"), on December 7, 2000, Sub was merged with
and into Forcenergy. Immediately following this merger of Sub with and into
Forcenergy, Forcenergy was then merged with and into Forest. Each share of
Forcenergy common stock, $0.01 value, issued and outstanding immediately prior
to the effective time of the merger described in the Merger Agreement was
converted into the right to receive 0.8 shares of Forest Common Stock. Also, at
the effective time of the merger, each share of Forcenergy common stock
available for issuance or delivery under the Plan converted into the number of
shares of Forest Common Stock as adjusted to reflect the exchange ratio. In
addition, at the effective time of the merger, each outstanding option to
purchase or acquire a share of Forcenergy common stock under the Plan was
converted into an option to purchase a number of shares of Forest Common Stock
determined by multiplying 0.8 by the number of shares of Forcenergy common stock
that could have been obtained immediately prior to the effective time of the
merger upon the exercise of such option in full. No additional awards will be
granted under the Plan.
Before the merger, 480,000 shares of Forcenergy common stock were reserved
and expected to be issued or delivered under the Plan. Before the merger and
prior to approval of a 1-for-2 reverse stock split, Forest registered 48,215,228
shares of Forest Common Stock on the Form S-4 (24,107,614 shares of common
stock after a 1-for-2 reverse stock split approved December 7, 2000), which
included 50,000 shares of Forest Common Stock (25,000 shares of common stock
after taking into account the 1-for-2 reverse stock split) to be available
for issuance or delivery under the Plan after the effective time of the
merger.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This document incorporates by reference the documents listed below that
Forest has previously filed with the Securities and Exchange Commission. They
contain important information about our company and its financial condition.
Some of these filings have been amended by later filings, which are also listed.
<TABLE>
<CAPTION>
FOREST COMMISSION FILINGS
(FILE NO. 1-13515) DESCRIPTION OR PERIOD
------------------------- -------------------------------------
<S> <C>
Current Report on Form 8-K Press releases announcing financial
forecast information, merger with
Forcenergy Inc and 1-for-2 reverse
stock split of Forest common stock.
Current Report on Form 8-K Press release announcing completion of
testing on South African well
Current Report on Form 8-K Press Release announcing earnings for third
quarter of 2000 and press release
announcing operations results for the
third quarter of 2000
Quarterly Report on Form 10-Q Quarter Ended September 30, 2000
Quarterly Report on Form 10-Q Quarter Ended June 30, 2000
Current Report on Form 8-K Press release announcing merger agreement
between Forest and Forcenergy Inc,
dated July 10, 2000
Quarterly Report on Form 10-Q Quarter Ended March 31, 2000
Proxy Statement on Schedule 14A For Forest's 2000 annual meeting of
shareholders held May 10, 2000
Annual Report on Form 10-K Year Ended December 31, 1999
Current Report on Form 8-K Summary of year-end operations and plans
for 2000 for Canadian, Gulf of Mexico, Western
and International business units, dated February 15, 2000
Registration Statement on Form 8-A Description of Forest preferred share purchase
rights and common stock
</TABLE>
All documents filed by Forest pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, 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 in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock is registered pursuant to Section 12 of the Securities
Exchange Act of 1934. Therefore, the description of the securities is omitted.
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the common stock offered hereby has been passed on for
Forest by Vinson & Elkins L.L.P., 1325 Avenue of the Americas, 17th Floor, New
York, New York 10019, special counsel to Forest.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 725 of the Business Corporation Law of the State of
New York (the "BCL"), in which Forest is incorporated, permit New York
corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses. These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not entitled, (2) establish procedures for
indemnification and advancement of expenses that may be contained in the
certificate of incorporation or by-laws, or, when authorized by either of the
foregoing, set forth in a resolution of the shareholders or directors or an
agreement providing for indemnification and advancement of expenses, (3) apply a
single standard for statutory indemnification for third-party and derivative
suits by providing that indemnification is available if the director or officer
acted, in good faith, for a purpose which he reasonably believed to be in the
best interests of the corporation, and, in criminal actions, had no reasonable
cause to believe that his conduct was unlawful, (4) eliminate the requirement
for mandatory statutory indemnification that the indemnified party be "wholly"
successful and (5) provide for the advancement of litigation expenses upon
receipt of an undertaking to repay such advance if the director or officer is
ultimately determined not to be entitled to indemnification. Section 726 of the
BCL permits the purchase of insurance to indemnify a corporation or its officers
and directors to the extent permitted. Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other final adjudication adverse to
the indemnified party establishes that the acts were committed in bad faith or
were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.
Article IX of the By-laws of Forest contains very broad indemnification
provisions which permit Forest to avail itself of the amended BCL to extend
broad protection to its directors, officers and employees by way of indemnity
and advancement of expenses. It sets out the standard under which Forest will
indemnify directors and officers, provides for reimbursement in such instances,
for the advancement or reimbursement for expenses reasonably incurred in
defending an action, and for the extension of indemnity to persons other than
directors and officers, provides for reimbursement in such instances, for the
advancement or reimbursement for expenses reasonably incurred in defending an
action, and for the extension of indemnity to persons other than directors and
officers. It also establishes the manner of handling indemnification when a
lawsuit is settled. It is not intended that this By-law is an exclusive method
of indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934 as indicated in parentheses:
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBITS
------- --------
<S> <C>
4.1 - Forcenergy 1999 Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.2 to Forcenergy Inc's Current Report on Form
S-8 filed on February 16, 2000).
5.1 - Opinion of Vinson & Elkins L.L.P. (incorporated by reference to
Exhibit 5.1 to the Registration Statement on Form S-4 filed by
Forest on November 6, 2000, declared effective November 7, 2000,
File No. 333-49376).
23.1 - Consent of KPMG LLP
23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 - Powers of Attorney (incorporated by reference to Exhibit 24.1 to the
Registration Statement on Form S-4 filed by Forest on November 6,
2000, declared effective November 7, 2000, File No. 333-49376).
</TABLE>
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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; notwithstanding the foregoing, any
increase or decrease in the 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
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in 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 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.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 plan's 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 under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in Item 15, 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 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.
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 December 8, 2000.
FOREST OIL CORPORATION
By: /s/ Joan C. Sonnen
--------------------------------
Joan C. Sonnen
Vice President - Controller and
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933 this Post
Effective Amendment No. 2 to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
Signature Title Date
--------------------- ------------------------------------- ----------------
* Chairman and Chief Executive December 8, 2000
--------------------- Officer (Principal Executive
Robert S. Boswell Officer)
* Executive Vice President and December 8, 2000
--------------------- Chief Financial Officer
David H. Keyte (Principal Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller and December 8, 2000
--------------------- Chief Accounting Officer
Joan C. Sonnen (Principal Accounting Officer)
* Director December 8, 2000
---------------------
Philip F. Anschutz
* Director December 8, 2000
---------------------
William L. Britton
* Director December 8, 2000
---------------------
Corlandt S. Dietler
* Director December 8, 2000
---------------------
Cannon Y. Harvey
* Director December 8, 2000
---------------------
James H. Lee
* Director December 8, 2000
---------------------
J. J. Simmons, III
* Director December 8, 2000
---------------------
Craig D. Slater
* Director December 8, 2000
---------------------
Michael B. Yanney
*By: /s/ Joan C. Sonnen
---------------------
Joan C. Sonnen
As attorney-in-fact
