SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8, REGISTRATION NO. 33-62355
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.)
707 17th Street, Suite 3300, Denver, CO 80202-3403
-------------------------------------------------------------------------
(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, Chairman of the Board,
President and Chief Executive Officer Nick Nimmo, Esq.
Key Production Company, Inc. Holme Roberts & Owen LLP
707 17th Street, Suite 3300 1700 Lincoln, #4100
Denver, Colorado 80202-3403 Denver, Colorado 80203
(303) 295-3995
- ------------------------------
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
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
- ------------------ ------------ ---------------- -------------- ------------
Common Stock, 1,180,000(1) $10.40625(2) $12,279,375 $3,414(3)
$.25 Par Value
(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) Computed in accordance with Rule 457(h).
(3) The Registrant has previously registered an aggregate of 1,180,000 shares
and has previously paid a registration fee of $1,734.05. Pursuant to
Instruction E to Form S-8, the additional $3,414 registration fee is paid
with respect to the additional 1,180,000 shares registered hereby.
<PAGE>
AMENDMENT
The contents of the earlier Registration Statement on Form S-8,
Registration No. 33-62355, are hereby incorporated by reference.
<PAGE>
Part II of Form S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 8 EXHIBITS
--------
Exhibit Description
- ------- -----------
5.1 Opinion of Holme Roberts & Owen LLC as to the legality of the
securities being registered, including consent.
23.1 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1).
23.2 Consent of Independent Public Accountants
<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 28th day of July, 1999.
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, July 28, 1999
- -------------------------- Chairman of the Board &
F.H. Merelli Chief Executive Officer
/s/ MONROE W. ROBERTSON Senior Vice President July 28,1999
- -------------------------- and Secretary (Principal
Monroe W. Robertson Financial Officer)
/s/ CATHY L. ANDERSON Controller (Principal July 28, 1999
- -------------------------- Accounting Officer)
Cathy L. Anderson
/s/ CORTLANDT S. DIETLER Director July 28, 1999
- --------------------------
Cortlandt S. Dietler
/s/ L. PAUL TEAGUE Director July 28, 1999
- --------------------------
L. Paul Teague
EXHIBITS 5.1 & 23.1
-------------------
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
July 28, 1999
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 LLP
By: /s/ NICK NIMMO
------------------------------
Nick Nimmo, Partner
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, 1999 included in Key Production Company, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
----------------------------
Denver, Colorado
July 28, 1999
