<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2001.
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)
110 West Seventh Street
Tulsa, Oklahoma 74119
(Address of registrant's principal executive offices, including zip code)
Vintage Petroleum, Inc. 1990 Stock Plan
Vintage Petroleum, Inc. Non-Management Director Stock Option Plan
(Full title of the plans)
CHARLES C. STEPHENSON, JR.
Chairman of the Board
110 West Seventh Street
Tulsa, Oklahoma 74119
(918) 592-0101
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed
Title of securities Amount to be maximum offering Proposed maximum Amount of
to be registered registered/(1)(2)/ price aggregate offering registration
per share/(3)/ price/(3)/ fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 5,268,044 shares $15.19 $80,021,588 $20,006
$.005
====================================================================================================================================
(1) The shares of Common Stock being registered consist of shares that may be issued under the Vintage Petroleum, Inc. 1990 Stock
Plan (5,208,044 shares) or the Vintage Petroleum, Inc. Non-Management Director Stock Option Plan (60,000 shares). In addition,
pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of
additional shares that may be issued to adjust the number of shares issued pursuant to the Plans as the result of any future
stock split, stock dividend, or similar adjustment of the registrant's outstanding Common Stock.
(2) Each share of Common Stock is accompanied by a Preferred Share Purchase Right pursuant to the Rights Agreement dated March 16,
1999, with ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
(3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of
1933. With respect to the shares of Common Stock being registered for which the option price is unknown, the fee is calculated
on the basis of the average of the high and low sales prices for the registrant's Common Stock reported on the New York Stock
Exchange Composite Tape on January 5, 2001. With respect to the shares of Common Stock being registered for which options are
outstanding, the offering price is determined, and the fee is calculated, on the basis of the actual option exercise price.
====================================================================================================================================
</TABLE>
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EXPLANATORY NOTE
This Registration Statement relates to the registration of (i) an
additional 5,208,044 shares of the registrant's Common Stock, par value $.005
per share, issuable pursuant to its 1990 Stock Plan, as amended, as the result
of amendments to the 1990 Plan to increase the number of shares of Common Stock
available for issuance under the 1990 Plan and (ii) 60,000 shares of the
registrant's Common Stock issuable pursuant to its Non-Management Director Stock
Option Plan.
The contents of the registrant's Registration Statement on Form S-8,
Registration No. 33-37505, filed with the Securities and Exchange Commission on
October 31, 1990, including all amendments thereto (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.
2
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PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "1933 Act") and the Note to Part I of Form
S-8.
* * * * *
3
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the registrant 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, 1999;
(2) The registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000;
(3) The registrant's Current Reports on Form 8-K dated January 4, 2000,
January 11, 2000, February 23, 2000, April 18, 2000, May 4, 2000, May 11,
2000, May 22, 2000, June 30, 2000, September 5, 2000, and October 19,
2000;
(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 description of the registrant's Preferred Share Purchase Rights
contained in the registrant's Registration Statement on Form 8-A, dated
March 22, 1999, including any amendment or report heretofore or hereafter
filed for the purpose of updating the description of the registrant's
Preferred Share Purchase Rights contained therein.
In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that 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 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 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, except as so modified
or superseded, to constitute a part of this Registration Statement.
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 General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party to or is threatened to be made
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a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative in nature, by reason
of the fact that he 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, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
and, in a proceeding not by or in the right of the corporation, judgments,
fines, and amounts paid in settlement, actually and reasonably incurred by him
in connection with such suit or proceeding, if he acted in good faith and in a
manner 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. Delaware law further provides that a corporation may
not indemnify any person against expenses incurred in connection with an action
by or in the right of the corporation if such person shall have been adjudged to
be liable in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for the expenses which such court shall deem proper. The Restated By-
laws of the registrant provide that the registrant shall indemnify an officer or
director against liability incurred by such person as authorized under the
General Corporation Law of the State of Delaware. In addition, the registrant
has entered into specific agreements with the directors and officers of the
registrant providing for indemnification of such persons under certain
circumstances. The registrant's Restated Certificate of Incorporation also
eliminates the liability of the registrant's directors for monetary damages for
breach of their fiduciary duty as directors. This provision, however, does not
eliminate a director's liability (a) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) in respect of certain unlawful dividend payments or stock redemptions
or repurchases, or (d) for any transaction from which a director derived an
improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following are included as exhibits to this Registration Statement.
Those exhibits below incorporated by reference herein are indicated as such by
the information supplied in the parenthetical thereafter. If no parenthetical
appears after an exhibit, such exhibit is filed herewith.
Exhibit
Number Description
------ -----------
4.1 Amendment No. 1 to Vintage Petroleum, Inc. 1990 Stock Plan,
effective February 1, 1991 (filed as Exhibit 10.15 to the
registrant's report on Form 10-K for the year ended December 31,
1991, filed March 30, 1992).
4.2 Amendment No. 2 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
February 24, 1994 (filed as Exhibit 10.15 to the registrant's
report on Form 10-K for the year ended December 31, 1993, filed
March 29, 1994).
4.3 Amendment No. 3 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 15, 1996 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated April 1,
1996).
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4.4 Amendment No. 4 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 11, 1998 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated March 31,
1998).
4.5 Amendment No. 5 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 16, 1999 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated March 31,
1999).
4.6 Amendment No. 6 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 17, 2000 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated March 30,
2000).
4.7 Vintage Petroleum, Inc. Non-Management Director Stock Option Plan
(filed as Exhibit 10.18 to the registrant's report on Form 10-K
for the year ended December 31, 1992, filed March 31, 1993 (the
"1992 Form 10-K")).
4.8 Form of Incentive Stock Option Agreement under the Vintage
Petroleum, Inc. 1990 Stock Plan (filed as Exhibit 10.20 to the
registrant's report on Form 10-K for the year ended December 31,
1990, filed April 1, 1991).
4.9 Form of Non-Qualified Stock Option Agreement under the Vintage
Petroleum, Inc. 1990 Stock Plan (filed as Exhibit 10.20 to the
1992 Form 10-K).
4.10 Form of Non-Qualified Stock Option Agreement for non-employee
directors under the Vintage Petroleum, Inc. 1990 Stock Plan
(filed as Exhibit 10.13 to the registrant's report on Form 10-K
for the year ended December 31, 1999, filed March 13, 2000).
5 Opinion of Conner & Winters, A Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Netherland, Sewell & Associates, Inc.
23.3 Consent of DeGolyer and MacNaughton.
23.4 Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5).
24 Power of Attorney (set forth 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, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the 1933 Act;
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(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; 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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8, or Form F-3,
and 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 Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
1933 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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.
(h) Insofar as indemnification for liabilities arising under the 1933
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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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<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 12th day of
January, 2001.
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., S. Craig George
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 January 12, 2001
--------------------------------- of the Board
C. C. Stephenson, Jr.
/s/ S. Craig George Director, President and Chief January 12, 2001
--------------------------------- Executive Officer (Principal
S. Craig George Executive Officer)
/s/ William L. Abernathy Director, Executive Vice President January 12, 2001
--------------------------------- and Chief Operating Officer
William L. Abernathy
/s/ William C. Barnes Director, Executive Vice January 12, 2001
--------------------------------- President, Chief Financial Officer
William C. Barnes and Treasurer (Principal Financial
Officer)
/s/ Bryan H. Lawrence Director January 12, 2001
---------------------------------
Bryan H. Lawrence
/s/ John T. McNabb, II Director January 12, 2001
---------------------------------
John T. McNabb, II
/s/ Michael F. Meimerstorf Vice President and Controller January 12, 2001
--------------------------------- (Principal Accounting Officer)
Michael F. Meimerstorf
</TABLE>
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INDEX TO EXHIBITS
The following are included as exhibits to this Registration Statement.
Those exhibits below incorporated by reference herein are indicated as such by
the information supplied in the parenthetical thereafter. If no parenthetical
appears after an exhibit, such exhibit is filed herewith.
Exhibit
Number Description
------- -----------
4.1 Amendment No. 1 to Vintage Petroleum, Inc. 1990 Stock Plan,
effective February 1, 1991 (filed as Exhibit 10.15 to the
registrant's report on Form 10-K for the year ended December 31,
1991, filed March 30, 1992).
4.2 Amendment No. 2 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
February 24, 1994 (filed as Exhibit 10.15 to the registrant's
report on Form 10-K for the year ended December 31, 1993, filed
March 29, 1994).
4.3 Amendment No. 3 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 15, 1996 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated April 1,
1996).
4.4 Amendment No. 4 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 11, 1998 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated March 31,
1998).
4.5 Amendment No. 5 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 16, 1999 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated March 31,
1999).
4.6 Amendment No. 6 to Vintage Petroleum, Inc. 1990 Stock Plan, dated
March 17, 2000 (filed as Exhibit A to the registrant's Proxy
Statement for Annual Meeting of Stockholders dated March 30,
2000).
4.7 Vintage Petroleum, Inc. Non-Management Director Stock Option Plan
(filed as Exhibit 10.18 to the registrant's report on Form 10-K
for the year ended December 31, 1992, filed March 31, 1993 (the
"1992 Form 10-K")).
4.8 Form of Incentive Stock Option Agreement under the Vintage
Petroleum, Inc. 1990 Stock Plan (filed as Exhibit 10.20 to the
registrant's report on Form 10-K for the year ended December 31,
1990, filed April 1, 1991).
4.9 Form of Non-Qualified Stock Option Agreement under the Vintage
Petroleum, Inc. 1990 Stock Plan (filed as Exhibit 10.20 to the
1992 Form 10-K).
4.10 Form of Non-Qualified Stock Option Agreement for non-employee
directors under the Vintage Petroleum, Inc. 1990 Stock Plan
(filed as Exhibit 10.13 to the registrant's report on Form 10-K
for the year ended December 31, 1999, filed March 13, 2000).
5 Opinion of Conner & Winters, A Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
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23.2 Consent of Netherland, Sewell & Associates, Inc.
23.3 Consent of DeGolyer and MacNaughton.
23.4 Consent of Conner & Winters, A Professional Corporation (included
in Exhibit 5).
24 Power of Attorney (set forth on the signature page to this
Registration Statement).
