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As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BENTON OIL AND GAS COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0196707
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(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
6267 CARPINTERIA AVENUE
SUITE 200
CARPINTERIA, CALIFORNIA 93013
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(Address of Principal Executive Offices ) (Zip Code)
1999 STOCK OPTION PLAN
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(Full Title of the Plan)
DAVID H. PRATT
BENTON OIL AND GAS COMPANY
6267 CARPINTERIA AVENUE
SUITE 200
CARPINTERIA, CALIFORNIA 93013
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(Name and Address of Agent For Service)
(805) 566-5600
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Telephone Number, Including Area Code, of Agent for Service
CALCULATION OF REGISTRATION FEE
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
<TABLE>
<CAPTION>
----------------------------- ------------------ -------------------- ---------------------- ----------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be To be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par 65,000 $ 1.875(2) $ 121,875 (2)
value (1) 1,629,000 $ 2.125(2) $3,461,625 (2)
125,000 $ 2.375(2) $ 296,875 (2)
681,000 $ 2.094(2) $1,426,014 (2)
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2,500,000 $5,306,389 (2)
$1,401
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</TABLE>
(1) Includes the Preferred Stock Purchase Rights issuable pursuant to
the Rights Agreement dated as of April 28, 1995 between the Registrant and First
Interstate Bank of California. As no separate consideration is payable with
respect to the Preferred Stock Purchase Rights, the registration fee with
respect to such securities is included in the registration fee for the Common
Stock.
(2) The price is estimated pursuant to Rule 457(h) of the Securities
Act of 1933, as amended (the "Act"), solely for the purpose of calculating the
registration fee and is the product resulting from multiplying (i) 65,000 shares
which may be issued upon exercise of options which have been granted under the
Plan by the exercise price of $1.875 per share for the options as granted, (ii)
1,629,000 shares which may be issued upon exercise of options which have been
granted under the Plan by the exercise price of $2.125 per share for the options
as granted, (iii) 125,000 shares which may be issued upon exercise of options
which have been granted under the Plan by the exercise price of $2.375 per share
for the options as granted, and (iv) 681,000, the number of additional shares
registered by this registration statement as to which options have not been
granted under the 1999 Stock Option Plan, by $2.094, the average of the high and
low prices of Benton Oil and Gas Company Common Stock as reported on the New
York Stock Exchange on October 31, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who are eligible to
participate in our 1999 Stock Option Plan. Such information is not being filed
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Benton Oil and Gas Company (the
"Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(ii) The Company's Amendment to the Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1999, filed May 1, 2000.
(iii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000.
(iv) The Company's Current Reports on Form 8-K filed June 6, 2000 and
October 12, 2000.
(v) The description of the Company's common stock contained in the Form
8-A registration statement filed April 9, 1997.
(vi) The Company's Proxy Statement filed June 19, 2000.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange of 1934, prior to the filing of a post-effective amendment indicating
that all of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document 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 herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITITES
Incorporated by reference to the description of the Common Stock of the
Company contained in the registration statement on Form 8-A filed April 9, 1997.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under provisions of the Certificate of Incorporation and Bylaws of the
Company, each person who is or was a director or officer of the Company shall be
indemnified by the Company as a matter of right to the full extent permitted or
authorized by law. The effects of the Certificate of Incorporation, Bylaws and
General Corporation Law of Delaware may be summarized as follows: (a) Under
Delaware law, to the extent that such a person is successful on the merits in
defense of a suit or proceeding brought against him by reason of the fact that
he is a director or officer of the Company, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action. (b) If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement 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 Company, and with respect to any criminal action, had no reasonable cause
to believe his conduct was unlawful. (c) If unsuccessful in defense of a suit
brought by or in the right of the Company, or if such suit is settled, such a
person shall be indemnified under such law only against expenses (including
attorneys' fees) incurred in the defense or settlement of such suit 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 Company except that if such a person is adjudged
to be liable in a suit in the performance of his duty to the Company, he cannot
be made whole even for expenses unless the court determines that he is fairly
and reasonably entitled to indemnity for such expenses. (d) The Company may not
indemnify a person in respect of a proceeding described in (b) or (c) above
unless it is determined that indemnification is permissible because the person
has met the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors not
at the time parties to the proceeding, (ii) if a quorum of directors not parties
to the proceeding cannot be obtained, or, if obtainable but the quorum so
directs, by independent legal counsel selected by the Board of Directors or the
committee thereof; or (iii) by the stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 1999 Stock Option Plan
5.1 Opinion of Baker & Hostetler LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in signature page)
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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 together, represent a fundamental change in
the information 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 the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration 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 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) 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 section
15(d) of 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.
(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 Securities Act of 1933 and is, therefore, unenforceable. In the event 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 in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person of the registrant
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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 Carpinteria, California on the 1st day of November, 2000.
BENTON OIL AND GAS COMPANY
By: /s/ Peter J. Hill
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Peter J. Hill
President, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints David H. Pratt, Chris C. Hickok, Jack A.
Bjerke and Amy M. Shepherd, or any of them, the undersigned's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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 the 1st day of November, 2000:
SIGNATURE TITLE
/s/ Peter J. Hill Chief Executive Officer, Director
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Peter J. Hill
/s/ David H. Pratt Chief Financial Officer
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David H. Pratt
/s/ Chris C. Hickok Chief Accounting Officer
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Chris C. Hickok
/s/ Stephen D. Chesebro' Director
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Stephen D. Chesebro'
/s/ John U. Clarke Director
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John U. Clarke
/s/ Byron Dunn Director
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Byron Dunn
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/s/ Richard W. Fetzner Director
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Richard W. Fetzner
/s/ H.H. Hardee Director
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H.H. Hardee
/s/ Patrick M. Murray Director
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Patrick M. Murray
/s/ Michael B. Wray Director
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Michael B. Wray
