<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 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
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE NO. 41-0747868
<S> <C>
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APACHE CORPORATION
2000 STOCK OPTION PLAN
(FULL TITLES OF THE PLAN)
Z.S. KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered(1) Registered Share(2) Price(2) Fee(2)
-------------------------- ---------------- ------------------ ------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.25 per share, and 1,000,000 shares $56.75 $56,750,000 $14,982.00
associated Preferred Stock
Purchase Rights(3)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and
registration fee are computed on the basis of the average of the high
and low prices of the Common Stock, as reported on The New York Stock
Exchange, Inc. Composite Transactions Reporting System for October 25,
2000.
(3) Preferred Stock Purchase Rights are evidenced by certificates for
shares of the Common Stock and automatically trade with the Common
Stock. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
<PAGE> 2
This registration statement on Form S-8 is being filed by the registrant,
Apache Corporation ("Apache"), for the purposes of registering 1,000,000 shares
of Apache Common Stock, par value $1.25 per share ("Apache Common Stock"), for
issuance under the terms of the Apache Corporation 2000 Stock Option Plan. Such
1,000,000 shares of Apache Common Stock have been reserved and authorized for
issuance from the capital stock held in Apache's treasury.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Apache Corporation (the "Registrant" or
"Apache") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Commission File No. 1-4300, are incorporated by reference into this
Registration Statement:
(1) Annual Report on Form 10-K for the year ended December 31,
1999.
(2) Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000.
(3) Current Reports on Form 8-K dated December 17, 1999, filed
February 7, 2000; dated February 3, 2000, filed February 16,
2000; dated July 5, 2000, filed July 21, 2000; dated July 27,
2000, filed July 27, 2000; and dated July 27, 2000, filed
August 1, 2000.
(4) All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
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 this Registration
Statement and to be a part hereof from the date of filing of
such documents.
The descriptions set forth below of the common stock of Apache, par value $1.25
per share ("Apache Common Stock"), the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and Wells Fargo Bank Minnesota, N.A. ("Wells Fargo"), formerly
known as Norwest Bank Minnesota, N. A., and are qualified in their entirety by
reference to the relevant provisions of such documents, all of which are listed
under Item 8 as exhibits to this Registration Statement and are incorporated
herein by reference.
APACHE COMMON STOCK
All outstanding shares of Apache Common Stock are fully paid and
nonassessable, and all holders of Apache Common Stock have full voting rights
and are entitled to one vote for each share held of record on all matters
submitted to a vote of stockholders. The Board of Directors of Apache is
classified into three groups of approximately equal size, one-third elected
each year. Stockholders do not have the right to cumulate votes in the election
of directors and have no preemptive or subscription rights. Apache Common Stock
is neither redeemable nor convertible, and there are no sinking fund provisions
relating to such stock.
Subject to preferences that may be applicable to any shares of
preferred stock outstanding at the time, holders of Apache Common Stock are
entitled to dividends when and as declared by the Board of Directors from funds
legally available therefor and are entitled, in the event of liquidation, to
share ratably in all assets remaining after payment of liabilities.
Apache's current policy is to reserve one ten-thousandth (1/10,000) of
a share of Series A Preferred Stock (as defined below) for each share of Apache
Common Stock issued in order to provide for possible exercises of Rights (as
defined below) under Apache's existing Rights Agreement.
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The currently outstanding Apache Common Stock and the Rights (as
defined below) under Apache's existing Rights Agreement are listed on the New
York Stock Exchange and the Chicago Stock Exchange. Wells Fargo is the transfer
agent and registrar for Apache Common Stock.
Apache typically mails its annual report to stockholders within 120
days after the end of its fiscal year. Notices of stockholder meetings are
mailed to record holders of Apache Common Stock at their addresses shown on the
books of the transfer agent and registrar.
PREFERRED STOCK
Apache has five million shares of no par preferred stock authorized,
of which (i) 25,000 shares have been designated Series A Junior Participating
Preferred Stock ("Series A Preferred Stock") and authorized for issuance
pursuant to the Rights (as defined below) that trade with Apache Common Stock,
(ii) 100,000 shares have been designated 5.68% Cumulative Preferred Stock,
Series B ("Series B Preferred Stock"), and (iii) 140,000 shares have been
designated Automatically Convertible Equity Securities, Conversion Preferred
Stock, Series C ("Series C Preferred Stock"). A total of 100,000 shares of
Series B Preferred Stock and 138,482 shares of Series C Preferred Stock are
currently outstanding, and shares of Series A Preferred Stock have been
reserved for issuance in accordance with the Rights Agreement relating to the
Rights. Additional shares of preferred stock may be authorized for issuance and
issued by the Board of Directors with such voting powers and in such classes
and series, and with such designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof (including conversion into or exchange for Apache Common
Stock or other securities of Apache or its subsidiaries), as may be stated and
expressed in the resolution or resolutions providing for the issuance of such
preferred stock adopted by the Board of Directors providing for the issuance of
such preferred stock.
RIGHTS
In December 1995, Apache declared a dividend of one right (a "Right")
for each outstanding share of Apache Common Stock effective January 31, 1996.
Each Right entitles the registered holder to purchase from Apache one
ten-thousandth (1/10,000) of a share of Series A Preferred Stock at a price of
$100 per one ten-thousandth of a share, subject to adjustment. The Rights are
exercisable ten calendar days following a public announcement that certain
persons or groups have acquired 20 percent or more of the outstanding shares of
Apache Common Stock or ten business days following commencement of an offer for
30 percent or more of the outstanding shares of Apache Common Stock. Unless and
until the Rights become exercisable, they will be transferred with and only
with the shares of Apache Common Stock.
In addition, if a person or group becomes the beneficial owner of 20
percent or more of the outstanding shares of Apache Common Stock (a "flip in
event"), each Right will become exercisable for shares of Apache Common Stock
at 50 percent of the then market price. If a 20-percent stockholder acquires
Apache, by merger or otherwise, in a transaction where Apache does not survive
or in which Apache Common Stock is changed or exchanged (a "flip over event"),
the Rights become exercisable for shares of the common stock of the corporation
acquiring Apache at 50 percent of the then market price of Apache Common Stock.
Any Rights that are or were beneficially owned by a person who has acquired 20
percent or more of the outstanding shares of Apache Common Stock, and who
engages in certain transactions or realizes the benefits of certain
transactions with Apache, will become void. Apache may redeem the Rights at
$.01 per Right at any time until ten business days after public announcement of
a flip in event. The Rights will expire on January 31, 2006, unless earlier
redeemed by Apache. Unless the Rights have been previously redeemed, all shares
of Apache Common Stock will include Rights, including the Apache Common Stock
issuable under the terms of the Deferred Delivery Plan of Apache Corporation.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, authorizes a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) because the person is or was a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with the suit or proceeding if
the person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reason to believe his conduct was
unlawful. Similar indemnity is authorized against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any pending, completed or threatened action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and provided further that (unless a
court of competent jurisdiction otherwise provides) the person shall not have
been adjudged liable to the corporation. The indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.
Section 145 of the DGCL further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and
incurred by him in any capacity, or arising out of his status as such, whether
or not the corporation would otherwise have the power to indemnify him. Apache
maintains policies insuring the officers and directors of Apache and its
subsidiaries against certain liabilities for actions taken in their capacities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
Article VII of Apache's Bylaws provides, in substance, that directors,
officers, employees and agents of Apache shall be indemnified to the extent
permitted by Section 145 of the DGCL. Additionally, the Seventeenth Article of
Apache's Restated Certificate of Incorporation eliminates in certain
circumstances the monetary liability of directors of Apache for a breach of
their fiduciary duty as directors. These provisions do not eliminate the
liability of a director (i) for a breach of a director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions by a director not
in good faith; (iii) for acts or omissions by a director involving intentional
misconduct or a knowing violation of the law; (iv) under Section 174 of the
DGCL (relating to the declaration of dividends and purchase or redemption of
shares in violation of the DGCL); and (v) for transactions from which the
director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 6
ITEM 8. EXHIBITS.
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current Report
on Form 8-K, dated December 17, 1999, Commission File No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended May 4, 2000 (incorporated by
reference to Exhibit 3.1 to Apache's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, Commission File No. 1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for
the year ended December 31, 1995, Commission File No. 1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and Norwest
Bank Minnesota, N.A. (now known as Wells Fargo Bank Minnesota, N.A.),
rights agent (incorporated by reference to Exhibit (a) to Apache's
Registration Statement on Form 8-A, dated January 24, 1996, Commission
File No. 1-4300)
*4.5 Apache Corporation 2000 Stock Option Plan, as amended and restated
September 14, 2000.
*5.1 Opinion of legal counsel regarding legality of securities being
registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ryder Scott Company, L. P.
*23.3 Consent of Netherland, Sewell & Associates, Inc.
*23.4 Consent of legal counsel included in Exhibit 5.1
*24.1 Power of Attorney included as part of the signature pages of this
Registration Statement
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*Filed herewith
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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;
(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 with or furnished to the
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.
(4) That, 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 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 relating to the
securities offered herein shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this registration statement as of the time it was declared
effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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(b) 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 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 Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. 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.
APACHE CORPORATION
Date: October 26, 2000 By: /s/ Raymond Plank
------------------------------------
Raymond Plank,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and
Roger B. Plank, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any
and all amendments (including post-effective amendments) to this Registration
Statement; and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done 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 dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Raymond Plank Chairman and Chief
------------------------------- Executive Officer
Raymond Plank (Principal Executive Officer) October 26, 2000
/s/ Roger B. Plank Executive Vice President and
------------------------------- Chief Financial Officer
Roger B. Plank (Principal Financial Officer) October 26, 2000
/s/ Thomas L. Mitchell Vice President and
------------------------------- Controller
Thomas L. Mitchell (Principal Accounting Officer) October 26, 2000
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<TABLE>
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Frederick M. Bohen Director
---------------------------------
Frederick M. Bohen October 26, 2000
/s/ G. Steven Farris Director
---------------------------------
G. Steven Farris October 26, 2000
/s/ Randolph M. Ferlic Director
---------------------------------
Randolph M. Ferlic October 26, 2000
/s/ Eugene C. Fiedorek Director
---------------------------------
Eugene C. Fiedorek October 26, 2000
/s/ A. D. Frazier, Jr. Director
---------------------------------
A. D. Frazier, Jr. October 26, 2000
/s/ John A. Kocur Director
---------------------------------
John A. Kocur October 26, 2000
/s/ George D. Lawrence Jr. Director
---------------------------------
George D. Lawrence Jr. October 26, 2000
/s/ Mary Ralph Lowe Director
---------------------------------
Mary Ralph Lowe October 26, 2000
/s/ F. H. Merelli Director
---------------------------------
F. H. Merelli October 26, 2000
/s/ Rodman D. Patton Director
---------------------------------
Rodman D. Patton October 26, 2000
Director
---------------------------------
Charles J. Pitman
/s/ Joseph A. Rice Director
---------------------------------
Joseph A. Rice October 26, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current Report
on Form 8-K, dated December 17, 1999, Commission File No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended May 4, 2000 (incorporated by
reference to Exhibit 3.1 to Apache's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, Commission File No. 1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for
the year ended December 31, 1995, Commission File No. 1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and Norwest
Bank Minnesota, N.A. (now known as Wells Fargo Bank Minnesota, N.A.),
rights agent (incorporated by reference to Exhibit (a) to Apache's
Registration Statement on Form 8-A, dated January 24, 1996, Commission
File No. 1-4300)
*4.5 Apache Corporation 2000 Stock Option Plan, as amended and restated
September 14, 2000.
*5.1 Opinion of legal counsel regarding legality of securities being
registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ryder Scott Company, L. P.
*23.3 Consent of Netherland, Sewell & Associates, Inc.
*23.4 Consent of legal counsel included in Exhibit 5.1
*24.1 Power of Attorney included as part of the signature pages of this
Registration Statement
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*Filed herewith
