<PAGE> 1
As filed with the Securities and Exchange Commission on __________________, 2000
Registration No. 333-__________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH COAST ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-1594000
----------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1993 Case Parkway
Twinsburg, Ohio 44087-2343
(Address of Principal Executive Offices, including Zip Code)
--------
NORTH COAST ENERGY, INC. 1999 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
--------
With a copy to:
--------------
Thomas A. Hill Gregory S. Harvey, Esq.
Secretary and General Counsel Calfee, Halter & Griswold LLP
North Coast Energy, Inc. 1400 McDonald Investment Center
1993 Case Parkway 800 Superior Avenue
Twinsburg, Ohio 44087-2343 Cleveland, Ohio 44114
(330) 425-2330 (216) 622-8200
(Name, Address and Telephone Number, including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Shares, without par value 400,000 (2) $4.00 $1,600,000 $423.00
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<FN>
FN:
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low sales prices of the Common Shares of North Coast Energy, Inc.
reported on the Nasdaq SmallCap Market on August 7, 2000.
(2) The 400,000 Common Shares being registered are issuable upon exercise
of options to be granted pursuant to the North Coast Energy, Inc. 1999
Employee Stock Option Plan.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As specified by Rule 428(b)(1) of the Securities Act of 1933, documents
containing the information specified in Part I of this Registration Statement
will be sent or given to each person who holds outstanding options issued under
the Company's employee benefit plan identified on the cover of this Registration
Statement. These documents, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II below, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of North Coast Energy, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 2000;
2. The description of the Company's Common Shares, without par
value (the "Common Shares"), contained in the Company's
Registration Statement on Form S-1, with an effective date of
October 4, 1989 (File No. 33-24656), and any amendments and
reports filed for the purpose of updating that description.
All documents subsequently filed by the Company 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 the filing of such documents, other than the
portions of such documents which by statute, by designation in such documents or
otherwise, are not deemed to be filed with the Commission or are not required to
be incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law Section 145 provides that a
corporation may indemnify or agree to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, by reason of the fact that he or she is or was a Director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar capacity with another corporation or enterprise,
against expenses actually incurred by such person in connection with an action
if he or she acted in good faith and in a manner not opposed to the best
interests of the corporation.
<PAGE> 3
Article VIII of the Company's Certificate of Incorporation implicitly
provides for the indemnification of Directors and officers against certain
liabilities to the maximum extent permitted by Delaware law by authorizing
corporate action to be taken to limit or eliminate personal liability of
Directors.
The Company has purchased a Directors and Officers Liability Insurance
Policy, which insures the Directors and officers of the Company against certain
liabilities incurred in the performance of their duties.
As of August 30, 1988, the Registrant entered into Indemnification
Agreements with each of its Directors and executive officers providing for
additional indemnification protection beyond that provided by the Directors and
Officers Liability Insurance Policy. In the Indemnification Agreements, the
Company has agreed, subject to certain exceptions, to indemnify and hold
harmless the Director or executive officer to the maximum extent then authorized
or permitted by the provisions of the Company's Certificate of Incorporation,
the General Corporation Laws of Delaware, or by any amendment(s) thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See the Exhibit Index at Page E-1 of this Registration Statement.
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 and 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 20 percent 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.
(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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) or
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
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(c) 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, 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 the 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 the Act
and will be governed by the final adjudication of such issue.
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 Twinsburg, State of Ohio, on this 31st day of July,
2000.
NORTH COAST ENERGY, INC.
By: /s/ Omer Yonel
----------------------
Omer Yonel, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 31st day of July, 2000.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Omer Yonel Chief Executive Officer and Director July 31, 2000
--------------------- (principal executive officer)
Omer Yonel
/s/ Garry Regan President and Director July 31, 2000
---------------------
Garry Regan
/s/ Ron Huff Chief Financial Officer July 31, 2000
--------------------- (principal accounting and financial officer)
Ron Huff
--------------------- Chairman of the Board and Director July __, 2000
Carel W. J. Kok
/s/ Cok Van Der Horst Director August 4, 2000
--------------------
Cok van der Horst
/s/ Jos J. M. Smits Director July 31, 2000
--------------------
Jos J. M. Smits
/s/ Ralph L. Bradley Director August 8, 2000
--------------------
Ralph L. Bradley
/s/ C. Rand Michaels Director July 31, 2000
--------------------
C. Rand Michaels
</TABLE>
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EXHIBIT INDEX
Exhibit Number Exhibit Description
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4.1 Certificate of Incorporation of the Company is incorporated
herein by reference to the appropriate exhibit to the
Company's Registration Statement on Form S-1 (Reg. No.
33-24656).
4.2 North Coast Energy, Inc. 1999 Employee Stock Option Plan is
incorporated herein by reference to Exhibit 10.21 of the
Company's Annual Report on Form 10-K for the period ended
March 31, 2000.
5.1 Opinion of Calfee, Halter & Griswold LLP as to the validity of
the securities being offered.
23.1 Consent of Hausser + Taylor, LLP.
23.2 Consent of Calfee, Halter & Griswold LLP (included in Exhibit
5.1).
Page E-1
