<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KEY PRODUCTION COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1089744
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
One Norwest Center, 20th Floor, 1700 Lincoln St., Denver, CO 80203-4520
-------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
KEY PRODUCTION COMPANY, INC.
1992 STOCK OPTION PLAN
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
--------------------------------------------
(Full title of the Plans)
-With a copy to-
F.H. Merelli, President
Key Production Company, Inc. Thomas A. Richardson, Esq.
1700 Lincoln St., 20th Floor Holme Roberts & Owen LLC
Denver, Colorado 80203-4520 1700 Lincoln, #4100
(303) 837-0779 Denver, Colorado 80203
- ----------------------------
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maxi- Amount of
Securities to be to be Offering Price mum Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ------------------ ------------ ---------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 1,180,000/1/ $4.26/2/ $5,028,740 $1,734.05
$.25 Par Value
</TABLE>
/1/Consisting of 1,000,000 shares that may be issued under the 1992 Stock Option
Plan and 180,000 shares that may be issued under the Stock Option Plan for Non-
Employee Directors.
/2/Determined by aggregating the average exercise price for 590,000 shares
covered by existing options ($3.15 per share) and the average of the high and
low sale prices as reported on the Nasdaq Stock Market on August 10, 1995
($5.375) for the remaining 590,000 shares.
<PAGE>
Part II of Form S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3 DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
The following documents filed with the Securities and
Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for its fiscal
year ended December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31 and June 30, 1995.
(c) 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, 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 of such
documents.
(d) The description of the Company's Common Stock contained in
the Company's Form 8-A Registration Statement, dated September 2,
1988.
Item 4 DESCRIPTION OF SECURITIES
-------------------------
Because the class of securities offered under the Plans is
registered under Section 12 of the Exchange Act (see Item 3(d) above),
this item is not applicable.
Item 5 INTEREST OF NAMED EXPERTS AND COUNSEL
-------------------------------------
None.
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
In accordance with the General Corporation Law of the State of
Delaware, the Company has included a provision in its Certificate to
limit the personal liability of its directors for violations of their
fiduciary duties. The provision eliminates
<PAGE>
such directors' personal liability to the Company or its
stockholders for monetary damages, except:
(1) for any breach of the directors' duty of loyalty to the
Company or its stockholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(3) for unlawful payments of dividends or unlawful stock
purchases or redemptions; or
(4) for any transaction from which any director derived an
improper personal benefit.
This provision protects the Company's directors against personal
liability for monetary damages arising from breaches of their duty of
care. Directors remain liable for breaches of their duty of loyalty
to the Company and its stockholders and for the specific matters set
forth above, as well as for violations of the federal securities laws.
The provision has no effect on the availability of equitable remedies
such as injunction or recision. Additionally, these provisions do not
protect a director from activities undertaken in any capacity other
than that of director.
All actions taken and all interpretations and determinations made
in good faith by the Committee appointed by the Company's Board of
Directors to administer the 1992 Stock Option Plan and Stock Option
Plan for Non-Employee Directors shall be final and binding upon all
Participants, the Company and all other interested persons. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the
Plan, and all members of the Committee shall, in addition to their
rights as directors, be fully protected by the Company with respect to
any such action, determination or interpretation.
Section 145 of the Delaware General Corporation Law, inter alia,
----- ----
authorizes a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any suit or proceeding (other
than an action by or in the right of the corporation) because such
person is or was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorney's fees), 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 he reasonably believed to be in or not opposed
to the best interests of the corporation. Similar indemnity is
authorized for such persons against expenses (including attorneys'
fees) actually
<PAGE>
and reasonably incurred in defense or settlement of any pending,
completed or threatened action or suit by or in the right of a
corporation, if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have
been adjudged liable to the corporation. Any such indemnification may
be made only as authorized in each specific case upon a determination
by the shareholders or disinterested directors that indemnification is
proper because the indemnitee has met the applicable standard of
conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who 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 or enterprise, against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8 EXHIBITS
--------
Exhibits not incorporated by reference to a prior filing are
designated by an asterisk (*) and are included or filed herewith; all
exhibits not so designated are incorporated by reference to a prior
SEC filing as indicated.
Exhibit Description
- ------- -----------
3.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on
Form S-4, Registration No. 33-23533 filed with the SEC on August 5,
1988).
3.2 Amendment to Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4, Registration No. 33-23533 filed
with the SEC on August 5, 1988).
3.4 Bylaws of the Registrant, amended and restated as of June 8, 1995
(incorporated by reference to Exhibit 3.4 to the Registrant's Form 10-
Q for the fiscal quarter ended June 30, 1995, File No. 0-17162).
<PAGE>
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.12 to the Registrant's Amendment No. 1 to Registration Statement on
Form S-4, Registration No. 33-23533 filed with the SEC on August 15,
1988).
* 5.1 Opinion of Holme Roberts & Owen LLC as to the legality of the
securities being registered, including consent.
10.7 Key Production Company, Inc. 1992 Stock Option Plan, (incorporated by
reference to Exhibit 10.7 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-17162).
10.8 Key Production Company, Inc. Stock Option Plan for Non-Employee
Directors, (incorporated by reference to Exhibit 10.8 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1992,
File No. 0-17162).
* 23.1 Consent of Holme Roberts & Owen LLC (included in Exhibit 5.1).
* 23.2 Consent of Arthur Andersen LLP.
* 24.1 Powers of Attorney are on the signature pages of the
Registration Statement.
Item 9 UNDERTAKINGS
------------
(a) Rule 415 Undertakings
---------------------
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 Securities Act of 1933;
(ii) to reflect in the prospectus any fact 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;
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(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 Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filings Incorporating Subsequent Exchange Act Documents by Reference
--------------------------------------------------------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.
(h) Request for Acceleration of Effective Date or Filing Registration
-----------------------------------------------------------------
Statement on Form S-8
---------------------
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions discussed in Item 6, 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 such 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 such act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Key
Production Company, Inc. 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 Denver, Colorado on the 25th day of August, 1995.
KEY PRODUCTION COMPANY, INC.
By: /s/ F.H. MERELLI
----------------
F.H. Merelli,
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below does hereby make, constitute
and appoint F.H. Merelli and Monroe W. Robertson, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver and file with the Securities and Exchange
Commission, for and on his or her behalf, and in any and all capacities, any and
all amendments (including post-effective amendments) to this Registration
Statement with all exhibits thereto and other documents in connection therewith,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ F.H. MERELLI President, Director, August 25, 1995
- ----------------
F.H. Merelli Chairman of the Board &
Chief Executive Officer
/s/ MONROE W. ROBERTSON Senior Vice President August 25, 1995
- -----------------------
Monroe W. Robertson and Secretary (Principal
Financial Officer)
<PAGE>
Signatures Title Date
- ---------- ----- ----
/s/ CATHY L. ANDERSON Controller (Principal August 25, 1995
- ---------------------
Cathy L. Anderson Accounting Officer)
/s/ CORTLANDT S. DIETLER Director August 25, 1995
- ------------------------
Cortlandt S. Dietler
/s/ TIMOTHY J. MOYLAN Director August 25, 1995
- ---------------------
Timothy J. Moylan
<PAGE>
EXHIBITS 5.1 & 23.1
-------------------
[LETTERHEAD OF HOLME ROBERTS & OWEN APPEARS HERE]
August 24, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Key Production Company, Inc.
Form S-8 Registration Statement
1992 Stock Option Plan
Stock Option Plan for Non-Employee Directors
Gentlemen:
This firm has acted as counsel to Key Production Company, Inc. (the
"Company"), in connection with the preparation and filing of its registration
statement on Form S-8 under the Securities Act of 1933, as amended, covering the
sale of an aggregate of 1,180,000 shares of the Company's common stock, $.25 par
value (the "Common Stock"), which may be acquired through participation in the
Company's 1992 Stock Option Plan and the Company's Stock Option Plan for Non-
Employee Directors (the "Plans").
We have examined the Company's Certificate of Incorporation and Bylaws
and the record of its corporate proceedings with respect to the registration
statement and have made such other investigation as we have deemed necessary in
order to express the following opinion.
The Common Stock, when sold and delivered as contemplated by the Plans
and the registration statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to all references to this firm in the registration
statement and all amendments to the registration statement. We further consent
to the use of this opinion as an exhibit to the registration statement.
Very truly yours,
HOLME ROBERTS & OWEN LLC.
By: /s/ THOMAS A. RICHARDSON
------------------------
Thomas A. Richardson,
Member
<PAGE>
EXHIBIT 23.2
------------
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 24, 1995 included in Key Production Company, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado
August 25, 1995
