<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1996.
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
VINTAGE PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-1182669
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
4200 One Williams Center
Tulsa, Oklahoma 74172
(Address of principal executive
offices including zip code)
Vintage Petroleum, Inc. 401(k) Plan
(Full title of the plan)
--------
Charles C. Stephenson, Jr.
Chairman of the Board
4200 One Williams Center
Tulsa, Oklahoma 74172
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (918) 592-0101
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per share price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $24.00(2) $4,800,000(2) $1,656
$.005 par value shares (1)
- -------------------------------------------------------------------------------
</TABLE>
(1) The shares of Common Stock being registered consist of shares to be acquired
by the Trustee pursuant to the Vintage Petroleum, Inc. 401(k) Plan (the
"Plan") for the accounts of participants.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), on the basis of the average of the high and low
prices for the Common Stock on the New York Stock Exchange Composite Tape
for July 26, 1996.
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 Plan.
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to the registration of additional shares
of Common Stock of the registrant to be acquired by the Trustee pursuant to the
Vintage Petroleum, Inc. 401(k) Plan (the "Plan") for the accounts of
participants. The contents of the registrant's Registration Statement on Form
S-8, Registration No. 33-55706, filed with the Securities and Exchange
Commission on December 14, 1992 (the "Prior Registration Statement") are hereby
incorporated by reference. The Items below contain information required in this
Registration Statement that was not included in the Prior Registration
Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the registrant or the Plan, as
the case may be, with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which incorporates by reference, among other items,
pages 29 through 45 of the registrant's 1995 Annual Report to
Stockholders, containing the consolidated financial statements of the
registrant and its subsidiaries and certain supplementary data for the
fiscal year ended December 31, 1995, together with the report thereon
of Arthur Andersen LLP, independent public accountants;
(2) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(3) The registrant's Current Report on Form 8-K dated December 28, 1995;
(4) The description of the registrant's Common Stock contained in the
registrant's registration statement on Form 8-A, dated July 18, 1990,
including any amendment or report heretofore or hereafter filed for
the purpose of updating the description of the registrant's Common
Stock contained therein; and
(5) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1995.
In addition, all documents subsequently filed by the registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, 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 a document
incorporated by reference 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 8. Exhibits.
The following are filed as exhibits to this Registration Statement:
23(a)* Consent of Arthur Andersen LLP.
23(b)* Consent of Netherland, Sewell & Associates, Inc.
24* Power of Attorney (included on page II-2 of this Registration
Statement).
The opinion of counsel contemplated by Item 601(b)(5)(i) of Regulation S-K
is not being filed since the shares of Common Stock being registered are not
original issue shares.
- -------------
* Filed herewith.
II-1
<PAGE>
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 Tulsa, State of Oklahoma on the 30th day of
July, 1996.
Vintage Petroleum, Inc.
By: /s/ C. C. Stephenson, Jr.
-------------------------------
C. C. Stephenson, Jr.
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints C. C. Stephenson, Jr., Jo Bob Hille and William
C. Barnes, and 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/ C. C. Stephenson, Jr. Director and Chairman July 30, 1996
- ------------------------- of the Board
C. C. Stephenson, Jr.
/s/ Jo Bob Hille Director, Vice Chairman July 30, 1996
- ------------------------- of the Board and Chief
Jo Bob Hille Executive Officer (Principal
Executive Officer)
/s/ S. Craig George Director, President July 30, 1996
- ------------------------- and Chief Operating
S. Craig George Officer
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ William C. Barnes Director, Executive July 30, 1996
- ---------------------------- Vice President, Chief
William C. Barnes Financial Officer
and Treasurer
(Principal Financial
Officer)
/s/ Bryan H. Lawrence Director July 30, 1996
- --------------------------
Bryan H. Lawrence
/s/ John T. McNabb, II Director July 30, 1996
- ---------------------------
John T. McNabb, II
/s/ Michael F. Meimerstorf Vice President and July 30, 1996
- -------------------------- Controller (Principal
Michael F. Meimerstorf Accounting Officer)
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Tulsa, State of
Oklahoma on the 30th day of July, 1996.
Vintage Petroleum, Inc. 401(k) Plan
By: Vintage Petroleum, Inc.
Plan Administrator
By:/s/ Michael F. Meimerstorf
--------------------------
Michael F. Meimerstorf
Vice President and Controller
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
- ------ -----------------------
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Netherland, Sewell & Associates, Inc.
24 Power of Attorney (included on page II-2 of this
Registration Statement).
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 22, 1996,
incorporated by reference in Vintage Petroleum Inc.'s Form 10-K for the year
ended December 31, 1995 and of our report dated June 20, 1996, included in the
Vintage Petroleum, Inc. 401(k) Plan's Form 11-K for the year ended December 31,
1995, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
July 30, 1996
<PAGE>
EXHIBIT 23(b)
[LETTERHEAD OF NETHERLAND, SEWELL & ASSOCIATES, INC. APPEARS HERE]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
---------------------------------------------------------
As Petroleum Engineers, we hereby consent to the inclusion of the
information incorporated by reference in this Form S-8 Registration Statement
from Vintage Petroleum, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and its 1995 Annual Report of Stockholders incorporated
by reference therein, with respect to the oil and gas reserves of Vintage
Petroleum, Inc., the future net revenues from such reserves and the present
value thereof, which information has been so incorporated in this Form S-8
Registration Statement in reliance upon the report of this firm and upon the
authority of this firm as experts in petroleum engineering. We hereby further
consent to all references to our firm included in this Form S-8 Registration
Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Clarence M. Netherland
---------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
July 30, 1996
