AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999
REGISTRATION NO. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
BURLINGTON RESOURCES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1413284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5051 WESTHEIMER, SUITE 1400
HOUSTON, TEXAS 77056
(Address of principal executive offices)
POCO PETROLEUMS LTD. INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
FREDERICK J. PLAEGER, II, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
BURLINGTON RESOURCES INC.
5051 WESTHEIMER, SUITE 1400
HOUSTON, TEXAS 77056
(713) 624-9500
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
PROPOSED
MAXIMUM PROPOSED
AMOUNT TO OFFERING MAXIMUM
TITLE OF SECURITIES BE PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 2,539,000 $34.78125 $88,309,594 $24,551
share (2) shares (3)
==============================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). Estimate is based on the average of the high
and low prices of the Registrant's Common Stock reported on the New
York Stock Exchange Composite Tape on November 12, 1999.
(2) Includes Rights associated with the Common Stock.
(3) Includes an indeterminate number of securities that may be issuable by
reason of stock splits, stock dividends or similar transactions, in
accordance with Rule 416 under the Securities Act of 1933.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
The following documents have been filed by Burlington Resources
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and are hereby incorporated by reference in this
Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1999, June 30, 1999 and March 31, 1999;
(3) The Registrant's Current Reports on Form 8-K dated August 19,
1999, August 18, 1999 and March 3, 1999;
(4) The definitive Joint Management Information Circular and Proxy
Statement with respect to an Arrangement involving the Registrant
and Poco Petroleums Ltd., filed by the Registrant on Form S-3
on November 12, 1999;
(5) The definitive Joint Management Information Circular and Proxy
Statement with respect to an Arrangement involving the Registrant
and Poco Petroleums Ltd., filed by the Registrant on Schedule 14A
on October 14, 1999; and
(6) The description of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A (Registration No. 1-9971)
dated June 21, 1988, filed with the Commission under Section
12 of the Exchange Act and as amended by the Registrant's Form 8
dated June 22, 1988.
All documents subsequently filed by the Registrant with the
Commission 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
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the issuance of the
securities offered hereby will be passed upon for the Registrant by Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations).
The financial statements incorporated by reference in this
Registration Statement from the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 have been incorporated herein in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given
on the authority of that firm as experts in accounting and auditing.
The financial statements incorporated by reference in this
Registration Statement from the Joint Management Information Circular and
Proxy Statements filed by the Registrant have been incorporated herein in
reliance on the report of KPMG LLP, chartered accountants, given on the
authority of that firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is governed by Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL"), which provides that
a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of
the corporation (a "Derivative Action")), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of Derivative Actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
Article X of the Registrant's By-Laws requires indemnification of
directors and officers to the full extent permitted under the DGCL as from
time to time in effect. Subject to any restrictions imposed by the DGCL,
the Registrant's By-Laws provide a right to indemnification for all
expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) actually
and reasonably incurred by any person in connection with any actual or
threatened proceeding by reason of the fact that such person is or was
serving as a director or officer of the Registrant, or that, being or
having been such a director or officer of the Registrant, such person is or
was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, including an employee benefit plan. The Registrant's
By-Laws also provide that the Registrant may, by action of its Board of
Directors, provide indemnification to its employees or agents with the same
scope and effect as the foregoing indemnification of directors and
officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall
not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(iii) payments of unlawful dividends or unlawful repurchases or
redemptions, or (iv) any transaction from which the director derived an
improper personal benefit.
Article 13 of the Registrant's Certificate of Incorporation, as
amended, provides that to the full extent that the DGCL permits the
limitation or elimination of the liability of directors, a director of the
Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as director. Any amendment or
repeal of such Article 13 will not adversely affect any right or protection
of a director of the Registrant for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal. The
DGCL and the Registrant's Certificate of Incorporation, as amended, may
have no effect on claims arising under the federal securities laws.
Officers and directors of the Registrant are covered by insurance
(with certain exceptions and within certain limitations) which indemnifies
them against losses and liabilities arising from certain alleged "wrongful
acts," including alleged errors or misstatements, or certain other alleged
wrongful acts or omissions constituting neglect or breach of duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1 Form of Shareholder Rights Agreement dated as of
December 16, 1998, between the Registrant and
BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed
December 1998, and incorporated herein by reference).
4.2 Form of Certificate of Incorporation (filed as Exhibit
3.1 to Form 10-K, filed February 26, 1999, and
incorporated herein by reference).
4.3 Form of By-Laws of the Registrant (filed as Exhibit 3.1
to Form 10-K, filed February 26, 1999, and incorporated
herein by reference).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations)
regarding the legality of the securities being
registered.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of KPMG LLP.*
23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
24.1 Powers of Attorney authorizing execution of
Registration Statement on Form S-8 on behalf of certain
directors of Registrant (included on signature pages to
this Registration Statement).
- ------------------------
*Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned hereby undertakes:
(a) 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, as amended (the "Securities
Act");
(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)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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.
(b) 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.
(c) 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.
(d) 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 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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
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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Houston, State of Texas, on this
18th day of November, 1999.
BURLINGTON RESOURCES INC.
/s/ Bobby S. Shackouls
----------------------------------------
Name: Bobby S. Shackouls
Title: Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes John E. Hagale and L. David Hanower and each of them as
attorneys-in-fact, with full power of substitution, to execute in the name
and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 18th day of November, 1999.
SIGNATURE TITLE
- ------------------------------- -------------------------------------------
/s/ Bobby S. Shackouls Chairman of the Board, President and Chief
- ---------------------------- Executive Officer
Bobby S. Shackouls
/s/ H. Leighton Steward Vice Chairman of the Board
- ----------------------------
H. Leighton Steward
/s/ John E. Hagale Executive Vice President and Chief Financial
- ---------------------------- Officer
John E. Hagale
/s/ Philip W. Cook Vice President and Controller (Chief
- ---------------------------- Accounting Officer)
Philip W. Cook
/s/ John V. Byrne Director
- ----------------------------
John V. Byrne
/s/ S. Parker Gilbert Director
- ----------------------------
S. Parker Gilbert
/s/ Laird I. Grant Director
- ----------------------------
Laird I. Grant
/s/ John T. LaMacchia Director
- ----------------------------
John T. LaMacchia
/s/ James F. McDonald Director
- ----------------------------
James F. McDonald
/s/ Kenneth W. Orce Director
- ----------------------------
Kenneth W. Orce
/s/ Donald M. Roberts Director
- ----------------------------
Donald M. Roberts
/s/ John F. Schwarz Director
- ----------------------------
John F. Schwarz
/s/ Walter Scott, Jr. Director
- ----------------------------
Walter Scott, Jr.
/s/ William E. Wall Director
- ----------------------------
William E. Wall
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1 Form of Shareholder Rights Agreement dated as of
December 16, 1998, between the Registrant and
BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed
December 1998, and incorporated herein by reference).
4.2 Form of Certificate of Incorporation (filed as Exhibit
3.1 to Form 10-K, filed February 26, 1999, and
incorporated herein by reference).
4.3 Form of By-Laws of the Registrant (filed as Exhibit 3.1
to Form 10-K, filed February 26, 1999, and incorporated
herein by reference).
5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a
partnership including professional corporations)
regarding the legality of the securities being
registered.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of KPMG LLP.*
23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
24.1 Powers of Attorney authorizing execution of
Registration Statement on Form S-8 on behalf of certain
directors of Registrant (included on signature pages to
this Registration Statement).
- ------------------------
*Filed herewith.
EXHIBIT 5.1
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson
(a partnership including professional corporations)]
November 18, 1999
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
Burlington Resources Inc. (the "Company") is filing with the
Securities and Exchange Commission a Registration Statement on Form S-8
(the "Registration Statement") with respect to an aggregate of 2,539,000
shares (the "Shares") of common stock, par value $.01 per share, of the
Company, issuable pursuant to the Poco Petroleums Ltd. Incentive Stock
Option Plan (the "Plan").
All assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to
the extent otherwise expressly stated, and we express no opinion with
respect to the subject matter or accuracy of such assumptions or items
relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company, as we have deemed necessary or appropriate
for the purposes of this opinion. In all examinations, we have assumed the
legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of original and certified documents and
the conformity to original or certified copies of all copies submitted to
us as conformed or reproduction copies. As to various questions of fact
relevant to the opinions expressed herein, we have relied upon, and assume
the accuracy of, representations and warranties contained in documents and
certificates and oral or written statements and other information of or
from representatives of the Company and others and assume compliance on the
part of all parties to the documents with their covenants and agreements
contained therein. We also have assumed that any future changes to the
terms and conditions of the Plan will be duly authorized by the Company and
will comply with all applicable laws.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares, when issued and paid for (with the consideration received by
the Company being not less than the par value thereof) in accordance with
the provisions of the Plan and the applicable option agreements thereunder,
will be duly authorized, validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware, as currently in effect, the provisions of the
Delaware Constitution applicable to corporations and the reported judicial
decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that
we are in the category of such persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to
Shareholders of Burlington Resources Inc., which is incorporated by
reference in Burlington Resources Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998. We also consent to the reference to us under
the heading "Interests of Named Experts and Counsel" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
November 18, 1999
EXHIBIT 23.2
The Board of Directors
Burlington Resources Inc.
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Burlington Resources Inc. dated November 18, 1999 of our
report dated February 18, 1999 (except as to Note 10 which is as of August
18, 1999) with respect to the consolidated balance sheets of Poco
Petroleums Ltd. as of December 31, 1998 and 1997 and the consolidated
statements of earnings, deficit and cash flows for each of the years in the
three year period ended December 31, 1998 which report appears in the
definitive Joint Management Information Circular and Proxy Statement on
Schedule 14A filed on October 14, 1999.
/s/ KPMG LLP
Calgary, Canada
November 18, 1999
