As filed with the Securities and Exchange Commission on July 28, 2000.
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Arkansas 71-0205415
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1083 Sain Street
Fayetteville, Arkansas 72703
(Address of principal executive offices including zip code)
Southwestern Energy Company 2000 Stock Incentive Plan
Employee Stock Option and Restricted Stock Agreements
(Full title of the plan)
--------
George A. Taaffe, Jr.
1083 Sain Street
Fayetteville, Arkansas 72703
(501) 521-1141
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============== ================ ================ ================ ==============
Proposed
Title of Amount Proposed maximum
secturities to be maximum aggregate Amount of
to be registered offering price offering registration
registered (1)(2)(3) per share price(4) fee
-------------- ---------------- ---------------- ---------------- --------------
Common Stock, 1,254,000 shares (4) $8,952,468.75 $2,370.00
$.10 par value
============== ================ ================ ================ ==============
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of common stock as may become
issuable pursuant to terms designed to prevent dilution resulting from stock
splits, stock dividends, merger or combination or similar events.
(2) Each share is accompanied by a common stock purchase right pursuant to the
Amended and Restated Rights Agreement, dated April 12, 1999, with First Chicago
Trust Company of New York, as Rights Agent.
(3) Does not include an additional: (a) 1,275,000 shares of common stock being
carried forward pursuant to Rule 429 from the Registration Statement on Form
S-8, File No. 333-03787 (a registration fee of $6,397.85 was paid in connection
with the filing of such registration statement), (b) 616,480 shares of common
stock being carried forward pursuant to Rule 429 from the Registration Statement
on Form S-8, File No. 333-64961 (a registration fee of $1,771.00 was paid in
connection with the filing of such registration statement), and (c) 206,785
shares being carried forward pursuant to Rule 429 from the Registration
Statement on Form S-8, File No. 333-96161 (a registration fee of $310.50 was
paid in connection with the filing of such registration statement).
(4) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on (a) an aggregate of 3,000 shares presently
subject to stock options at a weighted average exercise price of $7.3125 per
share and (b) the average of the high and low sale prices reported on the New
York Stock Exchange on July 26, 2000, of $7.15625 per share with respect to
1,250,000 shares issuable under the stock incentive plan and the reoffering of
1,000 shares awarded under restricted stock agreements.
<PAGE>
EXPLANATORY NOTE AND
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement relates to (i) 1,250,000 shares of common
stock issuable pursuant to the Southwestern Energy Company 2000 Stock Incentive
Plan (the "Plan"), (ii) 3,000 shares of common stock issuable pursuant to stock
option agreements granted to certain employees and (iii) 1,000 shares of common
stock issued to certain employees under restricted stock agreements. Pursuant to
Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"),
the Registration Statement also incorporates by reference the contents of the
following registration statements filed by Southwestern Energy Company (the
"Company") with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Act:
(i) Registration Statement on Form S-8, No. 333-03787, filed with
the SEC on May 15, 1996, relating to shares of common stock
issuable under the Company's 1993 Stock Incentive Plan;
(ii) Registration Statement on Form S-8, No. 333-6496l, filed with
the SEC on September 30, 1998, relating to shares of common
stock that are issuable under the Company's 1993 Stock
Incentive Plan and stock option agreements granted to certain
employees and that were awarded to certain employees under the
Company's 1993 Stock Incentive Plan and under restricted stock
agreements; and
(iii) Registration Statement on Form S-8, No. 333-96161, filed with
the SEC on February 4, 2000, relating to shares of common
stock that are issuable under stock option agreements granted
to certain employees and that were awarded to certain
employees under restricted stock agreements.
Pursuant to the Note to Part I of Form S-8, the information relating to
the Plan specified by Part I of Form S-8 has been omitted. The prospectus filed
as a part of this Registration Statement, referred to as the reoffer prospectus,
has been prepared in accordance with the requirements of Part I of Form S-3
pursuant to the Instructions to Form S-8. The reoffer prospectus may be used for
reofferings and resales of shares of the Company's common stock which are deemed
to be control securities or restricted securities under the Securities Act.
<PAGE>
PROSPECTUS
Southwestern Energy Company
2,704,094 Shares of Common Stock
This prospectus relates to up to 2,704,094 shares of common stock of
Southwestern Energy Company which may be offered for resale by certain of our
officers and employees identified in this prospectus. The shares have or will be
acquired by the selling shareholders through the exercise of stock options
granted to them under our 2000 Stock Incentive Plan, 1993 Stock Incentive Plan
or separate stock option agreements or through awards of shares under the stock
incentive plans or separate restricted stock agreements.
The selling shareholders may sell their shares at prices prevailing on
the New York Stock Exchange on the date of sale, prices relating to prevailing
market prices or negotiated prices. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders. All expenses of registration
incurred in connection herewith are being borne by us, however, all selling
commissions and other expenses incurred by any selling shareholder in connection
with the sale of shares will be borne by the selling shareholder.
The selling shareholders and any broker or dealer participating in the
sale of shares on behalf of the selling shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act, in which case any
profit on the sale of shares by them or commissions received by such broker or
dealer may be deemed to be underwriting compensation under the Securities Act of
1933.
Our common stock is listed on the New York Stock Exchange under the
symbol "SWN." The last reported sale price of our common stock on the New York
Stock Exchange on July 26, 2000, was $7.1875.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The date of this prospectus is July 28, 2000
<PAGE>
You should rely only on the information contained or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with different information. Shares of common stock are being offered
and sold only in states where offers and sales are permitted. You should not
assume that the information contained in this prospectus is accurate as of any
date other than the date of this prospectus.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Where You Can Find More Information...........................................2
Incorporation of Certain Documents by Reference...............................3
The Company...................................................................3
Use of Proceeds...............................................................4
Selling Shareholders..........................................................4
Plan of Distribution..........................................................9
Experts......................................................................10
Legal Matters................................................................10
Indemnification..............................................................10
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any reports, statements or other information we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549,
or at the SEC's public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our filings with the SEC are also available to the
public from the SEC's web site at http://www.sec.gov. Our reports, proxy
statements and other information filed with the SEC can also be inspected at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus constitutes a part of a registration statement on Form
S-8 filed by us with the SEC. As allowed by the rules and regulations of the
SEC, this prospectus does not contain all the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them into this prospectus, which means we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus (except
for any information that is superseded by the information included directly in
this prospectus), and information that we file later with the SEC will
automatically update and supersede the information in this prospectus. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all the securities are sold:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
o Our Current Reports on Form 8-K dated June 22, 2000, and June 26, 2000;
o The description of our common stock contained in our Registration
Statement on Form 8-A dated October 23, 1981, as updated by our Current
Report on Form 8-K dated July 8, 1993; and
o The description of our common stock purchase rights contained in
Amendment No. 1 to our Registration Statement on Form 8-A dated
April 26, 1999.
We will provide you with a copy of these filings incorporated by
reference, at no cost, upon written or oral request. Written requests should be
directed to Southwestern Energy Company, P. O. Box 1408, Fayetteville, Arkansas
72702-1408, Attention: Corporate Secretary. Telephone requests may be directed
to (501) 521-1141.
THE COMPANY
We are an integrated energy company primarily focused on natural gas.
We were originally incorporated in Arkansas in 1929 as a local gas distribution
company. Today, we are an exempt holding company under the Public Utility
Holding Company Act of 1935 and are involved in the following business segments:
o Exploration and Production - We are engaged in natural gas and oil
exploration, development and production, with operations principally
located in Arkansas, Oklahoma, Texas, New Mexico and Louisiana.
o Natural Gas Distribution - We are engaged in the gathering,
distribution and transmission of natural gas to approximately 134,000
customers in northern Arkansas.
o Marketing and Transportation - We provide marketing and
transportation services in our core areas of operation and own a 25%
interest in the NOARK Pipeline
3
<PAGE>
System, Limited Partnership, a gas transmission system that includes
749 miles of pipeline with a total throughput capacity of 330 MMcfd.
Our business strategy is to provide long-term growth through focused
exploration and development of oil and natural gas, while creating additional
value through our natural gas distribution, marketing and transportation
activities. We seek to maximize cash flow and earnings and provide consistent
growth in oil and gas production and reserves through the discovery, production
and marketing of high margin reserves from a balanced portfolio of drilling
opportunities. This balanced portfolio includes low-risk development drilling in
the Arkoma Basin, moderate-risk exploration and exploitation in the Permian
Basin, and high-potential exploration opportunities in the Gulf Coast.
Additionally, we strive to operate our utility systems safely and efficiently
and to improve the competitive position and profitability of our utility
systems. We are also committed to enhancing shareholder value by creating and
capturing additional value beyond the wellhead through our marketing and
transportation activities.
Our principal executive offices are located at 1083 Sain Street,
Fayetteville, Arkansas 72703, and our telephone number is (501) 521-1141.
USE OF PROCEEDS
Shares which may be sold pursuant to this prospectus will be sold by
the selling shareholders for their own accounts and they will receive all
proceeds from any such sale. We will not receive any of the proceeds from any
sale of the shares, but we may receive funds upon the exercise of any of the
stock options granted to the selling shareholders. Any funds we receive on
option exercises will be added to our general funds for working capital and
general corporate purposes. See "Selling Shareholders" and "Plan of
Distribution."
SELLING SHAREHOLDERS
The shares offered under this prospectus are being registered for
reoffers and resales by selling shareholders who may acquire or have acquired
the shares pursuant to stock grants or pursuant to the exercise of stock options
granted to them. The selling shareholders named in the following table may
resell all, a portion of, or none of the shares they may acquire.
Participants under our 2000 Stock Incentive Plan who are deemed to be
"affiliates" of Southwestern Energy Company who acquire shares or options to
acquire shares may be added to the selling shareholders listed below from time
to time, and the number of shares eligible to be reoffered by the selling
shareholders listed below may be adjusted, either by means of a post-effective
amendment hereto or by use of a prospectus supplement filed pursuant to Rule
424(b) under the Securities Act.
The following table sets forth information concerning the selling
shareholders and the number of shares that may be offered hereby by each selling
shareholder as of the date of this prospectus.
4
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
That May be
Selling Shareholder Position with the Company Offered Hereby
------------------- ------------------------- ----------------
<S> <C> <C>
Charles E. Scharlau............. Chairman of the Board 414,996(1)
Harold M. Korell................ President and Chief Executive Officer 350,132(1)
Alan H. Stevens................. President and COO, Southwestern Energy 211,000(2)
Production Company, SEECO, Inc. and
Diamond "M" Production Company
Gregory D. Kerley............... Executive Vice President and 174,273(1)
Chief Financial Officer
Debbie J. Branch................ Senior Vice President, Southwestern Energy 49,920(1)
Services Company and Southwestern Energy
Pipeline Company
Charles V. Stevens.............. Senior Vice President, Arkansas Western Gas 64,643(1)
Company
George A. Taaffe................ Senior Vice President, General Counsel and 22,800(1)
Secretary
Richard F. Lane................. Vice President--Exploration, Southwestern 51,820(3)
Energy Production Company
Timothy J. O'Donnell............ Vice President--Human Resources, Treasurer and 22,130(1)
Assistant Secretary
Stanley T. Wilson............... Controller and Chief Accounting Officer 20,668(1)
John W. Batson.................. Staff Geophysicist, Southwestern Energy 2,500(4)
Production Company
Wilfred W. Baumann.............. Manager, E & P Accounting, Southwestern Energy 420(4)
Production Company
Charles A. Bayles............... Manager, Pipeline Systems, Arkansas Western Gas 420(4)
Company
Alan E. Bearden, Jr............. Manager, Accounting 420(4)
Thomas A. Brock................. Senior Landman, Southwestern Energy Production 1,000(4)
Company
Susan D. Burks.................. Manager, Gas Accounting and Analysis, Arkansas 1,000(4)
Western Gas Company
William K. Butler............... Senior Production Engineer, Southwestern Energy 1,420(4)
Production Company
Donna R. Campbell............... Utility Rate Analyst, Arkansas Western Gas Company 420(4)
5
<PAGE>
Number of Shares
That May be
Selling Shareholder Position with the Company Offered Hereby
------------------- ------------------------- ----------------
<S> <C> <C>
Alan R. Clemens................. Staff Geophysicist, Southwestern Energy 2,500(4)
Production Company
W. Brooks Clower, Jr............ Attorney 420(4)
Jeffrey L. Dangeau.............. General Counsel and Secretary, Arkansas Western Gas 1,000(4)
Company
Terrence T. Darilek............. Senior Landman, Southwestern Energy Production 1,100(4)
Company
James H. Denney, Jr............. Senior Geologist, Southwestern Energy Production 1,000(4)
Company
Jimmy R. Dewbre................. Land Manager, Southwestern Energy Production 4,500(4)
Company
Daniel J. Diebolt............... Manager, Marketing & Transportation, Southwestern 450(4)
Energy Services Company
Patric W. Dixon................. Manager, Gas Supply, Southwestern Energy Services 450(4)
Company
Terry M. England................ Division Operating Manager, Arkansas Western Gas 420(4)
Company
John C. Gargani................. Manager, Economic Planning & Acquisitions, 2,000(4)
Southwestern Energy Production Company
Michael K. Garner............... Senior Manager, Procurement & Facility Services 420(4)
Ronnie R. Gilbreath............. District Production Engineer, Southwestern Energy 500(4)
Production Company
Patrick T. Gordon............... Senior Production Geologist, Southwestern Energy 1,590(4)
Production Company
Teresa L. Grant................. Senior Landman, Southwestern Energy Production 660(4)
Company
Sheila K. Green................. Manager, Application Services 420(4)
Ricky A. Gunter................. Vice President--Rates and Regulations and Assistant 1,000(4)
Secretary, Arkansas Western Gas Company
Michael Z. Hays................. Director, Pipeline Operations, Arkansas Western Gas 500(4)
Company
Dee W. Hency.................... Vice President--Administration and Chief Information 3,500(4)
Officer
6
<PAGE>
Number of Shares
That May be
Selling Shareholder Position with the Company Offered Hereby
------------------- ------------------------- ----------------
<S> <C> <C>
Mark A. Hill.................... Senior Landman, Southwestern Energy Production 420(4)
Company
Mark A. Janik................... Senior Reservoir Engineer, Southwestern Energy 1,200(4)
Production Company
Carol S. Johnston............... Manager, Division Orders, Southwestern Energy 420(4)
Production Company
Dale J. Kardash................. District Engineer, Southwestern Energy Production 1,790(4)
Company
John R. Kehn, Jr................ Vice President--Distribution Operations, Arkansas 675(4)
Western Gas Company
Robin A. Kisling................ Superintendent--Production, Southwestern Energy 240(4)
Production Company
Karl A. Knudson................. Senior Reservoir Engineer, Southwestern Energy 2,200(4)
Production Company
Richard J. Kurtz................ Gas Marketing Representative, Southwestern Energy 450(4)
Services Company
Bob J. Lamb..................... Vice President--Community Development, Arkansas 1,200(4)
Western Gas Company
Mark D. McBryde................. Senior Production Engineer, Southwestern Energy 500(4)
Production Company
Steven K. McFarland............. Manager, Network Services 420(4)
Terry G. McMillin............... Safety/Health Environmental Coordinator, 420(4)
Southwestern Energy Production Company
Richard C. Merrill.............. Staff Exploration Geologist, Southwestern Energy 1,750(4)
Production Company
James W. Mitchell............... Manager, Field Procurement Services, Southwestern 420(4)
Energy Production Company
Glenn M. Morgan................. Treasurer and Controller, Arkansas Western Gas 1,000(4)
Company
James L. Mullins, Jr............ Director, Human Resources 420(4)
Michael E. Navolio.............. Staff Geophysicist, Southwestern Energy Production 1,200(4)
Company
Robert C. Pace.................. Staff Geologist, Southwestern Energy Production 2,200(4)
Company
7
<PAGE>
Number of Shares
That May be
Selling Shareholder Position with the Company Offered Hereby
------------------- ------------------------- ----------------
<S> <C> <C>
Anita M. Parisi................. Manager, Application Services 420(4)
David L. Rader.................. Manager, Accounting, Arkansas Western Gas 420(4)
Company
David L. Rolando................ Division Properties Manager, Southwestern Energy 420(4)
Production Company
Debra Rutan..................... Senior Geologist, Southwestern Energy Production 1,000(4)
Company
George E. Schneider............. Manager, Transmission Operations, Arkansas Western 420(4)
Gas Company
Phillip R. Shelby............... Senior Production Geologist, Southwestern Energy 840(4)
Production Company
Bruce A. Smallwood.............. Manager, Taxation 1,000(4)
Joe A. Stubblefield............. Exploitation and Drilling Manager, Southwestern 5,000(4)
Energy Production Company
Elsie C. Sullivan............... Staff Geologist, Southwestern Energy Production 667(4)
Company
Bradley D. Sylvester............ Investor Relations Coordinator 1,000(4)
John D. Thaeler................. SEECO Exploitation Manager, Southwestern Energy 900(4)
Production Company
Samuel G. Thompson.............. Senior Landman, Southwestern Energy Production 1,000(4)
Company
James M. Tully.................. Senior Drilling Engineer, Southwestern Energy 1,200(4)
Production Company
Douglas H. Van Slambrook........ Senior Reservoir Engineer 500(4)
Ricardo Vasquez................. Staff Geologist, Southwestern Energy Production 1,600(4)
Company
Eric M. Vaughn.................. Manager--Audit Services 420(4)
Freda R. Webb................... Staff Reservoir Engineer, Southwestern Energy 1,950(4)
Production Company
Matt B. Williams................ Senior Geologist, Southwestern Energy Production 1,800(4)
Company
Paul W. Williams................ Manager, Financial Reporting & Budgeting 1,000(4)
8
<PAGE>
Number of Shares
That May be
Selling Shareholder Position with the Company Offered Hereby
------------------- ------------------------- ----------------
<S> <C> <C>
William J. Winkelmann........... Staff Geologist, Southwestern Energy Production 1,000(4)
Company
Daniel R. Zebrowski............. Staff Geophysicist, Southwestern Energy 2,200(4)
Production Company
</TABLE>
[FN]
(1) Represents shares of common stock which may be acquired upon the exercise of
options granted under the 1993 Stock Incentive Plan and shares of restricted
common stock issued under the 1993 Stock Incentive Plan.
(2) Includes 88,250 shares of common stock which may be acquired upon the
exercise of options granted under the 1993 Stock Incentive Plan, 7,750 shares of
restricted common stock issued under the 1993 Stock Incentive Plan, 100,000
shares of common stock which may be acquired upon the exercise of options
granted pursuant to a non-qualified stock option and limited stock appreciation
right agreement and 15,000 shares of restricted common stock issued pursuant to
a restricted stock agreement.
(3) Includes 28,000 shares of common stock which may be acquired upon the
exercise of options granted under the 1993 Stock Incentive Plan, 7,000 shares of
restricted common stock issued under the 1993 Stock Incentive Plan, 15,000
shares of common stock which may be acquired upon the exercise of options
granted pursuant to a non-qualified stock option and limited stock appreciation
right agreement and 1,820 shares of restricted common stock issued pursuant to a
restricted stock agreement.
(4)Represents shares of restricted common stock issued pursuant to restricted
stock agreements.
</FN>
PLAN OF DISTRIBUTION
The selling shareholders have not advised us of any specific plans for
the sale of the shares offered under this prospectus but, if and when such
shares are sold, it is anticipated that the shares will be sold from time to
time primarily in transactions on the New York Stock Exchange at the market
price then prevailing. Sales also may be made through negotiated transactions or
otherwise, at prices related to the prevailing market price or otherwise. If
shares are sold through brokers, the selling shareholders may pay customary
brokerage commissions and charges. The selling shareholders may effect these
transactions by selling shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders and or the purchaser of the shares so
sold for whom such broker-dealers may act or to whom they may sell as principal
or both (which compensation, as to a particular broker-dealer, may be in excess
of customary commissions). Shares covered by this prospectus also may be sold
under Rule 144 or another exemption under the Securities Act rather than
pursuant to this prospectus.
In connection with the sale of shares, the selling shareholders and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profits on the sale of shares or
commissions they receive may be deemed to be underwriting discounts and
commissions under the Securities Act.
9
<PAGE>
There is no assurance that the selling shareholders will sell any or
all of the shares offered by them hereby.
EXPERTS
Our consolidated financial statements as of December 31, 1999, and for
each of the three years in the period ended December 31, 1999, included in our
Annual Report on Form 10-K for the year ended December 31, 1999, incorporated by
reference herein, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto and have been
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
LEGAL MATTERS
The validity of the shares being offered hereby will be passed upon for
us by Conner & Winters, P.L.L.C., Fayetteville, Arkansas.
INDEMNIFICATION
The Arkansas Business Corporation Act provides that a corporation shall
have the power 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 or proceeding
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, against expenses, judgments, fines and amounts paid in settlements
reasonably incurred by him in connection with such action or proceeding if he
acted in good faith in a manner reasonably believed to be in or not opposed to
the best interests of the corporation. In addition, a corporation shall have the
power 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 or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
against expenses actually reasonably incurred by him in connection with the
defense or settlement of such action if he acted in good faith in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim as to which such person shall have been adjudged to be liable for
negligence or misconduct unless and only to the extent the court in which such
action was brought shall determine that, despite the adjudication of liability,
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Our bylaws provide that our officers and directors shall be indemnified
to the fullest extent permitted by law in connection with any actual or
threatened action or proceeding arising out of their service to us (including
service to a subsidiary of ours) or to any other organization at our request.
10
<PAGE>
We have entered into indemnification agreements with each of our
directors and officers pursuant to which we have agreed to indemnify our
directors and officers against liabilities and litigation costs resulting from
their service to us. We also maintain directors' and officers' liability
insurance.
Our 2000 Stock Incentive Plan and 1993 Stock Incentive Plan each
provide that no member of the committee administering such plan shall be liable
for any action, omission or determination relating to the plan. In addition, we
have agreed in each plan to indemnify and hold harmless each member of the
committee, and each other director or employee of ours to whom any duty or power
relating to the administration or interpretation of the plan has been delegated,
against any cost or expense, including counsel fees, or liability arising out of
any action, omission or determination relating to the plan, unless, in either
case, such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
our best interests.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or controlling persons pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by one of our directors, officers or controlling persons in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
11
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Southwestern Energy
Company (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000;
(3) The Company's Current Reports on Form 8-K dated June 22, 2000,
and June 26, 2000;
(4) The description of the Company's common stock contained in the
Registration Statement on Form 8-A dated October 23, 1981, as
updated by the Company's Current Report on Form 8-K dated July
8, 1993; and
(5) The description of the common stock purchase rights contained
in Amendment No. 1 to the Company's Registration Statement on
Form 8-A dated April 26, 1999.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing. Any statement contained in
this Registration Statement, or in a document 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 incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 4-27-850 of the Arkansas Code Annotated provides that the
Company shall have the power 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 or
proceeding (other than an action by or in the right of the Company) by reason of
the fact that he is or was a director, officer, employee or agent of the
Company, against expenses, judgments, fines and amounts paid in settlements
reasonably incurred by him in connection with such action or proceeding if he
acted in good faith in a manner reasonably believed to be in or not opposed to
the best interests of the Company. In addition, the Company shall have the power
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 or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Company against expenses
actually reasonably incurred by him in connection with the defense or settlement
of such action if he acted in good faith in a manner reasonably believed to be
in or not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim as to which such person
shall have been adjudged to be liable for negligence or misconduct unless and
only to the extent the court in which such action was brought shall determine
that, despite the adjudication of liability, but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Article VII, Section 6, of the Company's Bylaws provides that the
Company's officers and directors shall be indemnified to the fullest extent
permitted by law in connection with any actual or threatened action or
proceeding arising out of their service to the Company (including service to a
subsidiary of the Company) or to any other organization at the Company's
request.
The Company has entered into indemnification agreements with each of
its directors and officers under which the Company has agreed to indemnify its
directors and officers against liabilities and litigation costs resulting from
their service to the Company. The Company also maintains directors' and
officers' liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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
II-2
<PAGE>
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
4.1 Southwestern Energy Company 2000 Stock Incentive Plan
(incorporated by reference herein by reference to
Appendix A to the Company's Proxy Statement dated March
29, 2000).
4.2 Form of Non-qualified Stock Option between Southwestern
Energy Company and employees granted stock options.
4.3 Form of Restricted Stock Agreement between Southwestern
Energy Company and employees awarded shares of
restricted stock.
5.1 Opinion of Conner & Winters, P.L.L.C.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Conner & Winters, P.L.L.C. (contained in the
opinion included in Exhibit 5.1).
24 Power of Attorney (included on the signature page to
this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
II-3
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of a prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the 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 this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
II-4
<PAGE>
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<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 Fayetteville, State of Arkansas on the 28th day of
July, 2000.
SOUTHWESTERN ENERGY COMPANY
By: /s/ Harold M. Korell
---------------------------
Harold M. Korell
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitutes, may lawfully 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 below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harold M. Korell President, Chief Executive July 28, 2000
--------------------------- Officer and Director
Harold M. Korell (Principal Executive Officer)
/s/ Greg D. Kerley Executive Vice President and July 28, 2000
--------------------------- Chief Financial Officer
Greg D. Kerley (Principal Financial Officer)
/s/ Stanley T. Wilson Controller and Chief Accounting July 28, 2000
--------------------------- Officer (Principal Accounting Officer)
Stanley T. Wilson
II-6
<PAGE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lewis E. Epley, Jr. Director July 28, 2000
---------------------------
Lewis E. Epley, Jr.
/s/ John Paul Hammerschmidt Director July 28, 2000
---------------------------
John Paul Hammerschmidt
/s/ Robert L. Howard Director July 28, 2000
---------------------------
Robert L. Howard
/s/ Kenneth R. Mourton Director July 28, 2000
---------------------------
Kenneth R. Mourton
/s/ Charles E. Scharlau Director and Chairman July 28, 2000
---------------------------
Charles E. Scharlau
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 Southwestern Energy Company 2000 Stock Incentive Plan
(incorporated by reference herein by reference to
Appendix A to the Company's Proxy Statement dated
March 29, 2000).
4.2 Form of Non-qualified Stock Option between Southwestern
Energy Company and employees granted stock options.
4.3 Form of Restricted Stock Agreement between Southwestern
Energy Company and employees awarded shares of
restricted stock.
5.1 Opinion of Conner & Winters, P.L.L.C.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Conner & Winters, P.L.L.C. (contained in the
opinion included in Exhibit 5.1).
24 Power of Attorney (included on the signature page to
this Registration Statement).
II-8
