As filed with the Securities and Exchange Commission on November 6, 1998
Registration No. 333-
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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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DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1474008
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
MARIAN J. MOON
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102-8260
(405) 235-3611
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area and telephone number, including area
code, of registrant's principal code, of agent for service)
executive offices)
COPIES TO:
C. KEVIN BARNETTE
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE
WASHINGTON, D.C. 20005
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNTS TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Devon Common Stock (1) 1,297,281 Shares (2) $22.28125 (3) $28,905,042 (3) $8,036 (4)
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(1) Includes the stock purchase rights associated with the Devon Common Stock.
(2) There is also being registered hereby such additional number of shares of
Devon Common Stock as may be issued pursuant to the anti-dilution provisions of
the Northstar Energy Corporation Stock Option Plan.
<PAGE>
(3) Estimated pursuant to Rule 457(c) solely for the purposes of computing the
registration fee based upon the average of the high and low prices of the Devon
Common Stock, as reported on the American Stock Exchange Composite Transactions
on November 2, 1998.
(4) In accordance with Rule 457 (b), the registration fee of $8,036 is offset by
the fee of $154,045, which was paid by the Registrant to the Securities and
Exchange Commission with respect to the Joint Proxy Statement filed on July 29,
1998 with respect to this transaction.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
Devon Energy Corporation ("Devon") hereby incorporates by reference
the following documents into this Registration Statement:
(i) Annual Report on Form 10-K for the year ended December 31,
1997, filed on March 13, 1998;
(ii) Quarterly report on Form 10-Q for the quarter ended March
31, 1998, filed on April 27, 1998;
(iii) Quarterly report on Form 10-Q for the quarter ended June 30,
1998, filed on August 6, 1998;
(iv) First Amendment to Quarterly Report on form 10-Q for the
quarter ended June 30, 1998, filed on October 14, 1998;
(v) Current Report on Form 8-K dated January 20, 1998, filed on
January 20, 1998;
(vi) Current Report on Form 8-K dated January 26, 1998, filed on
January 27, 1998;
(vii) Current Report on Form 8-K dated June 29, 1998, filed on
July 8, 1998;
(viii) Proxy Statement for Devon's 1998 Annual Meeting of
Shareholders, filed on March 30, 1998;
(ix) The Definitive Joint Proxy Statement of Devon and Management
Information Circular and Proxy Statement of Northstar (File
No 1-10067), filed with the SEC on November 6, 1998,
including any amendment or report for the purpose of
updating such material (the "Joint Proxy Statement"); and
(x) The description of the Devon Common Stock contained in
Devon's Registration Statement on Form 8-B, filed on June 7,
1995.
In addition, all documents subsequently filed by Devon
pursuant to Sections 13(a), 13(c), 14, and 15 of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
under the Northstar Energy Corporation Stock Option Plan have been sold or which
deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
The Oklahoma General Corporation Act (the "OGCA"), under which Devon
is incorporated, permits indemnification against expenses, including attorneys'
fees, actually and reasonably incurred by a director, officer or agent of a
corporation in connection with the defense of any action, suit or proceeding in
which such a person is a party by reason of such person being or having been a
director, employee or agent of the corporation, or of any corporation,
partnership, joint venture, trust or other enterprise in which he served as such
at the request of the corporation, provided that he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
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reasonable cause to believe his conduct was unlawful, and provided further (if
the threatened, pending or completed action or suit is by or in the right of the
corporation) that he shall not have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation (unless the court
determines that indemnity would nevertheless be proper under the circumstances).
Article Ninth of Registrant's Certificate of Incorporation, provides for the
elimination of directors' liability for monetary damages for a breach of certain
fiduciary duties and for indemnification of directors, officers, employees or
agents of Devon as permitted by the OGCA. These provisions cannot be amended
without the affirmative vote of the holders of at least 80% of the outstanding
shares entitled to vote. Under Devon's Certificate of Incorporation, even though
Devon's directors stand in a fiduciary relation to Devon, they are not liable to
stockholders of Devon for damages for breach of any such fiduciary duty, except
that a director will be personally liable for (i) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(ii) the payment of dividends or redemption or purchase of stock in violation of
the OGCA, (iii) any breach of the duty of loyalty to Devon or its stockholders
or (iv) any transaction from which the director derived an improper personal
benefit. Article Thirteenth of Devon's Certificate of Incorporation, also
provides for indemnification of Devon's directors and officers. Such Article
also permits Devon to purchase and maintain insurance on behalf of Devon's
directors and officers against any liability arising out of their status as
such, whether or not Registrant would have the power to indemnify such directors
and officers against such liability. These provisions may be sufficiently broad
to indemnify such persons for liabilities arising under the Securities Act of
1933.
Item 8. Exhibits
Exhibit No. Document
2.1 Amended and Restated Combination Agreement dated as of June 29,
1998 between Devon Energy Corporation and Northstar Energy
Corporation (incorporated by reference to Exhibit B to the
Registrant's definitive Joint Proxy Statement filed on November
6, 1998).
5.1 Opinion of McAfee & Taft A Professional Corporation.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of LaRoche Petroleum Consultants, Ltd.
23.4 Consent of AMH Group Ltd.
23.5 Consent of John P. Hunter & Associates Ltd.
23.6 Consent of Paddock Lindstrom & Associates Ltd.
26.7 Consent of McAfee & Taft A Professional Corporation (contained in
its opinion in Exhibit 5.1).
24.1 Power of Attorney.
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Item 9. Undertakings
(a) 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 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 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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registrations Statement is on Form S- 3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
(2) That, for the purposes 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 herein, 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; and
(b) The undersigned registrant hereby undertakes 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange 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 any 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 of
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whether or not such indemnification is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma, on the November 6, 1998.
DEVON ENERGY CORPORATION
By: /s/ J. Larry Nichols
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J. Larry Nichols, President and
Chief Executive Officer
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 November 6, 1998.
/s/ John W. Nichols /s/ J. Larry Nichols
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John W. Nichols, Chairman of the J. Larry Nichols, President, Chief
Board and Director Executive Officer and Director
/s/ William T. Vaughn /s/ Danny J. Heatly
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William T. Vaughn, Vice President Danny J. Heatly, Controller
- - Finance
/s/ Luke R. Corbett /s/ Thomas F. Ferguson
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Luke R. Corbett, Director Thomas F. Ferguson, Director
/s/ David M. Gavrin /s/ Michael E. Gellert
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David M. Gavrin, Director Michael E. Gellert, Director
/s/ Tom J. McDaniel /s/ H.R. Sanders, Jr.
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Torn J. McDaniel, Director H.R. Sanders, Jr., Director
/s/ Lawrence H. Towell
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Lawrence H. Towell, Director
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EXHIBIT INDEX
2.1 Amended and Restated Combination Agreement dated as of June 29, 1998
between Devon Energy Corporation and Northstar Energy Corporation
(incorporated by reference to Exhibit B to the Registrant's definitive
Joint Proxy Statement filed on November 6, 1998).
5.1 Opinion of McAfee & Taft A Professional Corporation.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of LaRoche Petroleum Consultants, Ltd.
23.4 Consent of AMH Group Ltd.
23.5 Consent of John P. Hunter & Associates Ltd.
23.6 Consent of Paddock Lindstrom & Associates Ltd.
26.7 Consent of McAfee & Taft A Professional Corporation (contained in its
opinion in Exhibit 5.1).
24.1 Power of Attorney.
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Exhibit 5.1
[Letterhead of McAfee & Taft A Professional Corporation]
November 6, 1998
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Ladies and Gentlemen:
We have reviewed the Amended and Restated Certificate of Incorporation
of Devon Energy Corporation, an Oklahoma corporation (the "Company"), the
Company's By-laws, as amended, and the Company's Registration Statement on Form
S-8 registering up to 1,297,281 shares of Company Common Stock, subject to
adjustment pursuant to the anti-dilution provisions of the Northstar Energy
Corporation Stock Option Plan (the "Plan"), to be issuable upon exercise of
options granted under the Plan (the "Registration Statement"), as initially
filed with the Securities and Exchange Commission, and have generally conducted
such investigations as we have deemed appropriate to satisfy ourselves with
respect to the opinions expressed herein.
We note that the Company's obligations under the Plan, and therefore
our opinion in paragraph 2 below, are subject to the effectiveness of that
certain Plan of Arrangement described in the Prospectus to the Registration
Statement (the "Plan of Arrangement").
Based upon the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Oklahoma.
2. The shares of Common Stock to be purchased pursuant to the
exercise of options granted under the Plan have been duly and validly authorized
for issuance and, when issued pursuant to and in accordance with the Plan after
the effective date of the Plan of Arrangement, will be validly issued, fully
paid and nonassessable in accordance with the Oklahoma General Corporation Act..
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We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the caption
"Certain Legal Matters" in the Prospectus.
Very truly yours,
/s/ McAfee & Taft
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A Professional Corporation
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Devon Energy Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
--------------------------
Oklahoma City, Oklahoma
November 6, 1998
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the Registration Statement on Form S-8 of Devon Energy
Corporation of our report dated March 19, 1998 (except as to Note 12 which is as
of July 31, 1998) to the shareholders of Northstar Energy Corporation, appearing
in the Joint Management Information Circular and Proxy Statement with Respect to
an Arrangement Involving Devon Energy Corporation and Northstar Energy
Corporation (the "Circular and Proxy Statement), which is a part of such
Registration Statement.
We also consent to the reference to us under the heading "Experts" in the
Circular and Proxy Statement.
Calgary, Alberta /s/ Deloitte & Touche LLP
Canada Chartered Accountants
November 6, 1998
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Exhibit 23.3
ENGINEER'S CONSENT
We consent the reference to our appraisal report for Devon Energy Corporation as
of the years ended December 31, 1993, 1994, 1995, 1996 and 1997, incorporated
herein by reference.
/s/ LAROCHE PETROLEUM CONSULTANTS, LTD.
November 6, 1998
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Exhibit 23.4
ENGINEER'S CONSENT
We consent the reference to our appraisal report for Devon Energy Corporation as
of the years ended December 31, 1996 and 1997, incorporated herein by reference.
/s/ AMH GROUP LTD.
November 6, 1998
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Exhibit 23.5
ENGINEER'S CONSENT
We consent reference to our appraisal for Northstar Energy Corporation
as of December 31, 1997, incorporated herein by reference.
/s/ JOHN P. HUNTER & ASSOCIATES LTD.
November 6, 1998
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Exhibit 23.6
Paddock Lindstrom & Associates Ltd.
ENGINEER'S CONSENT
We consent reference to our appraisal for Northstar Energy Corporation
as of December 31, 1997, incorporated herein by reference.
Paddock Lindstrom & Associates Ltd.
/s/ D.L. Paddock, P. Eng.
-----------------------------------
D.L. Paddock, P. Eng.
Vice-President
November 6, 1998
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Larry Nichols, H. Allen Turner and
Marian J. Moon, and each or any one of them, his true and lawful
attorney-in-fact and agent, each acting alone, with full powers of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ John W. Nichols /s/ J. Larry Nichols
- ---------------------------------- ----------------------------------
John W. Nichols J. Larry Nichols
Chairman of the Board and Director President, Chief Executive Officer
and Director
/s/ William T. Vaughn /s/ Danny J. Heatly
- ---------------------------------- ----------------------------------
William T. Vaughn Danny J. Heatly
Vice President Finance Controller
/s/ Luke R. Corbett /s/ Thomas F. Ferguson
- ---------------------------------- ----------------------------------
Luke R. Corbett Thomas F. Ferguson
Director Director
/s/ David M. Gavrin /s/ Michael E. Gellert
- ---------------------------------- ----------------------------------
David M. Gavrin Michael E. Gellert
Director Director
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/s/ Tom J. McDaniel /s/ H.R. Sanders, Jr.
- ---------------------------------- ----------------------------------
Tom J. McDaniel H.R. Sanders, Jr.
Director Director
/s/ Lawrence H. Towell
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Lawrence H. Towell
Director
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