As filed with the Securities and Exchange Commission on January 2, 2001
Registration No. 333-
UNITED STATES
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 issuer as specified in its charter)
Delaware 84-1089744
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
707 17th Street, Suite 3300, Denver, CO 80202-3404
(Address of principal executive offices) (Zip Code)
Columbus Energy Corp. 1985 Stock Option Plan
Columbus Energy Corp. 1995 Empployees' Stock Option Plan
Columbus Energy Corp. Individual Stock Option Agreements
(Full title of the plans)
--WITH A COPY TO--
F.H. Merelli, Chairman of the
Board and Chief Executive Officer
Key Production Company, Inc. Nick Nimmo, Esq.
707 17th Street, Suite 3300 Holme Roberts & Owen LLP
Denver, Colorado 80202-3404 1700 Lincoln, #4100
(Name and address of agent for service) Denver, Colorado 80203
(303) 295-3995
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock 214,000 $33.00 $7,062,000 $1,765.50
shares
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) on the basis of the average of the high and low sales prices
reported on the New York Stock Exchange on December 28, 2000.
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Part II of Form S-8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
Key Sec Filings
(File No. 000-11769) Period
-------------------- ------
Description of Common Stock contained in Form
8-A Registration Statement.................. Filed September 2, 1988
Annual Report on Form 10-K................... Year ended December 31, 1999
Quarterly Report on Form 10-Q................ Quarter ended March 31, 2000
Quarterly Report on Form 10-Q................ Quarter ended June 30, 2000
Quarterly Report on Form 10-Q................ Quarter ended September 30, 2000
Proxy Statement on Schedule 14A.............. For Annual Meeting May 25, 2000
Form 425..................................... Filed August 29, 2000
Form 425..................................... Filed November 2, 2000
Current Report on Form 8-K................... Filed November 3, 2000
Current Report on Form 8-K................... Filed December 1, 2000
All documents subsequently filed by the Company with the Commission 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 be reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
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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 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.
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 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.
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<PAGE>
Item 8. Exhibits.
Exhibit No. Description
5.1 Legality Opinion of Holme Roberts & Owen LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Holme Roberts & Owen LLP. See Exhibit 5.1.
24.1 Powers of Attorney. See signature page hereof.
Item 9 UNDERTAKINGS
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(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;
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
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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.
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<PAGE>
(h) Request for Acceleration of Effective Date or Filing Registration
Statement on Form S-8
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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.
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<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
Post-Effective Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Denver, Colorado on the 29th day
of December, 2000.
KEY PRODUCTION COMPANY, INC.
By: /s/ MONROE W. ROBERTSON
------------------------------------
Monroe W. Robertson
President and Chief Operating Officer
Power of Attorney
Signatures
We, the undersigned officers and directors of Key Production Company, Inc.
hereby severally constitute and appoint, Monroe W. Robertson and Paul
Korus, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all pre-effective and post-effective amendments to
this Registration Statement and any abbreviated Registration Statement in
connection with this Registration Statement, including but not limited to any
Registration Statement filed to register additional Common Stock which may be
acquired pursuant to the benefit plans covered by this Registration Statement;
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission; and to
sign all documents in connection with the qualification and sale of the
Common Stock with Blue Sky authorities and with the New York Stock Exchange;
granting unto said attorneys-in-fact full power and authority to perform any
other act on behalf of the undersigned required to be done in the premises,
hereby ratifying and confirming all that said attorneys-in-fact lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ F. H. MERELLI Director, Chairman
---------------------------- and Chief Executive Officer
F.H. Merelli (Principal Executive Officer) December 29, 2000
/s/ MONROE W. ROBERTSON President and Chief Operating
---------------------------- Officer
Monroe W. Robertson December 29, 2000
/s/ PAUL KORUS Vice President
---------------------------- (Principal Accounting and
Paul Korus Financial Officer) December 29, 2000
/s/ CORTLANDT S. DIETLER Director December 29, 2000
----------------------------
Cortlandt S. Dietler
/s/ L. PAUL TEAGUE Director December 29, 2000
----------------------------
L. Paul Teague
</TABLE>
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