AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2000
REGISTRATION NO. 333 - ______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
BURLINGTON RESOURCES INC. 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
L. DAVID HANOWER
SENIOR VICE PRESIDENT, LAW AND ADMINISTRATION
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
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
OFFERING AGGREGATE OF
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (2) 250,000 shares (3) $44.875 $11,218,750 $2,961.75
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</TABLE>
(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 December 15, 2000.
(2) Includes Rights associated with the Common Stock under the Registrant's
Shareholder Rights Agreement.
(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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act") and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to Rule 428 under the Securities Act and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS 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, as amended, for the year ended
December 31, 1999;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 (as amended), June 30, 2000 and September 30, 2000;
(3) 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; and
(4) The description of the Rights associated with the Common Stock, contained
in the Registrant's Registration Statement on Form 8-A, filed with the
Commission on December 18, 1998.
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-
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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 Cahill Gordon &
Reindel. From time to time, Cahill Gordon & Reindel has represented and may
continue to represent the Registrant and its subsidiaries in connection with
various legal matters. Kenneth W. Orce, a partner of Cahill Gordon & Reindel, is
also a member of the Registrant's board of directors and the chairman of the
audit committee of the Registrant's board of directors. Kenneth W. Orce receives
compensation as a board member and chairman of the audit committee (including
options under the Burlington Resources Inc. 2000 Stock Option Plan for
Non-Employee Directors).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware; as
such it is governed by Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL"), which provides that a Delaware 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 indemnifi-
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cation 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 Delaware 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:
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Form of Shareholder Rights Agreement dated as of December 16, 1998, between
the Registrant and The First National Bank of Boston (filed as Exhibit 1 to
Form 8-A, filed December 18,1998, and incorporated herein by reference).
4.2 Form of Certificate of Incorporation, as amended November 18, 1999 (filed
as Exhibit 3.1 to Form 10-K, filed March 17, 2000, and incorporated herein
by reference).
4.3 Form of By-Laws of the Registrant, as amended January 13, 1999 (filed as
Exhibit 3.1 to Form 10-K, filed February 26, 1999, and incorporated herein
by reference).
4.4 Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors
(filed as Exhibit 10.30 to Form 10-Q, filed August 14, 2000, and
incorporated herein by reference).
5.1 Opinion of Cahill Gordon & Reindel regarding the legality of the securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Cahill Gordon & Reindel (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).
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;
(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; notwithstanding
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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 propectus filed with the Commission pursuant to Rule
424(b) under the Securities Act if, in the aggregate, the changes in
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 the effective 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
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
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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.
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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 20th day of
December, 2000.
BURLINGTON RESOURCES INC.
/s/ Bobby S. Shackouls
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Name: Bobby S. Shackouls
Title: Chairman of the Board, President
and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Steven J. Shapiro 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 this 20th day of December, 2000.
SIGNATURE TITLE
/s/ Bobby S. Shackouls Chairman of the Board, President and Chief
----------------------------------- Executive Officer
Bobby S. Shackouls
/s/ Steven J. Shapiro Senior Vice President and Chief Financial
----------------------------------- Officer
Steven J. Shapiro
/s/ Philip W. Cook Vice President and Controller (Chief
----------------------------------- Accounting Officer)
Philip W. Cook
/s/ S. Parker Gilbert Director
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S. Parker Gilbert
/s/ Laird I. Grant Director
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Laird I. Grant
/s/ John T. LaMacchia Director
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John T. LaMacchia
/s/ James F. McDonald Director
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James F. McDonald
/s/ Kenneth W. Orce Director
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Kenneth W. Orce
/s/ Donald M. Roberts Director
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Donald M. Roberts
/s/ John F. Schwarz Director
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John F. Schwarz
/s/ Walter Scott, Jr. Director
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Walter Scott, Jr.
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Form of Shareholder Rights Agreement dated as of December 16, 1998, between
the Registrant and The First National Bank of Boston (filed as Exhibit 1 to
Form 8-A, filed December 18, 1998, and incorporated herein by reference).
4.2 Form of Certificate of Incorporation, as amended November 18, 1999 (filed
as Exhibit 3.1 to Form 10-K, filed March 17, 2000, and incorporated herein
by reference).
4.3 Form of By-Laws of the Registrant, as amended January 13, 1999 (filed as
Exhibit 3.1 to Form 10-K, filed February 26, 1999, and incorporated herein
by reference).
4.4 Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors
(filed as Exhibit 10.30 to Form 10-Q, filed August 14, 2000, and
incorporated herein by reference).
5.1 Opinion of Cahill Gordon & Reindel regarding the legality of the securities
being registered.1
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of KPMG LLP.*
23.3 Consent of Cahill Gordon & Reindel (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).
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* Filed herewith.
