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As filed with the Securities and Exchange Commission on March 7, 1994
Registration No. 33-35478
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3072771
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(Address of Principal Executive Offices) (Zip Code)
CABOT OIL & GAS CORPORATION CABOT OIL & GAS CORPORATION
INCENTIVE STOCK OPTION PLAN 1990 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
LISA A. MACHESNEY
SECRETARY
CABOT OIL & GAS CORPORATION
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(713) 589-4600
(Telephone number, including area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Cabot Oil & Gas Corporation (the
"Company") has filed with the Commission pursuant to the Securities Exchange
Act of 1934 ("Exchange Act") (File No. 1-10447), are incorporated by reference
in the Registration Statement and shall be deemed to be a part hereof:
(a) The Company's 1992 Annual Report on Form 10-K for the year
ended December 31, 1992.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993.
(c) The Company's Current Report on Form 8-K dated May 14,
1993, as amended by Amendment No. 1 to Current Report on
Form 8-K/A dated July 15, 1993.
(d) The Company's Current Report on Form 8-K dated October 8,
1993, as amended by Amendment No. 1 to Current Report on
Form 8-K/A dated November 15, 1993 and by Amendment No. 2
to Current Report on Form 8-K/A dated December 14, 1993.
(e) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993.
(f) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993.
(g) The description of the Class A Common Stock, par value $.10
per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed on January 24,
1990 and the description of Rights to Purchase Series A
Junior Participating Preferred Stock, par value $.10 per
share, contained in the Company's Registration Statement on
Form 8-A filed on April 1, 1991.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which
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deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in this Registration Statement or in a
document incorporated by reference herein 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 amendment to this
Registration Statement or in any document that is subsequently 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.
The consolidated balance sheets of the Company and subsidiaries
as of December 31, 1992 and 1991 and the related consolidated statements of
income, of cash flows and of stockholders' equity for the years ended December
31, 1992 and 1991, the three months ended December 31, 1990 and the year ended
September 30, 1990 included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1992 and incorporated by reference in this Registration
Statement, have been audited by Coopers & Lybrand, independent public
accountants, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.
The supplemental oil and gas information of the Company and
subsidiaries as of December 31, 1992, 1991 and 1990 and September 30, 1990 and
for the years ended December 31, 1992 and 1991, the three months ended December
31, 1990 and the year ended September 30, 1990 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1992 and incorporated by
reference in this Registration Statement, have been reviewed by Miller and
Lents, Ltd., independent petroleum engineers, as stated in their review letter
which is incorporated herein by reference, and have been so incorporated in
reliance upon such letter given upon the authority of that firm as experts in
petroleum engineering.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Certificate of Incorporation of the Company
provides: "a director of the Company shall not be personally liable to the
Company or its stockholder
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or stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholder or stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware (the "GCL"), as the same exists or hereafter may
be amended or replaced, or (iv) for any transaction from which the director
derived an improper personal benefit. If the GCL is amended after the date of
filing of this Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the GCL, as so amended. Any repeal or other modification of this
Article VII by the stockholder or stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification."
Additionally, Article XXXVIII of the Company's Amended and
Restated By-laws provides: "The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (and whether or not by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise or is or was serving as a fiduciary, of any employee
benefit plan, fund or program sponsored by the Company or such other company,
partnership, joint venture, trust 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 action, suit or
proceeding, to the extent and under the circumstances permitted by the GCL as
amended from time to time. Such indemnification (unless ordered by a court)
shall be made as authorized in a specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set forth
in the GCL. Such determination shall be made (1) by the board of directors by
vote of a majority of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs by
independent legal counsel in a written opinion, or (3) by the stockholders. The
foregoing right of indemnification shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person."
Pursuant to Section 145 of the GCL, the Company generally has
the power to indemnify its present and former directors, officers, employees
and agents against expenses and liabilities incurred by them in connection with
any suit to which they are, or
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are threatened to be made, a party by reason of their serving in such positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the Company, and with respect
to any criminal action, they had no reasonable cause to believe their conduct
was unlawful. With respect to suits by or in the right of the Company,
however, indemnification is generally limited to attorneys' fees and other
expenses and is not available if such person is adjudged to be liable to the
corporation unless the court determines that indemnification is appropriate.
The statute expressly provides that the power to indemnify authorized thereby
is not exclusive of any rights granted under by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The Company also has
the power to purchase and maintain insurance for such persons.
The above discussion of the Company's Certificate of
Incorporation and Amended and Restated By-laws and Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in
its entirety by each of such documents and such statute.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
*4.1 Certificate of Incorporation of Cabot Oil & Gas Corporation
(Exhibit 3.1 to the Company's Registration Statement on
Form S-1, Registration No. 33-32553).
*4.2 Amended and Restated Bylaws of Cabot Oil & Gas Corporation
(Exhibit 3.0 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1993, File No. 1-10447).
*4.3 Form of Certificate of Common Stock of Cabot Oil & Gas
Corporation (Exhibit 4 to the Company's Registration
Statement on Form S-1, Registration No. 33-32553).
*4.4 Rights Agreement dated as of March 28, 1991 between the
Company and The First National Bank of Boston, as Rights
Agent, which includes as Exhibit A the form of Certificate
of Designations of Series A Junior Participating Preferred
Stock (Exhibit 1 to the Company's Registration Statement on
Form 8-A filed on April 1, 1991, File No. 1-10447).
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**4.5 Cabot Oil & Gas Corporation Incentive Stock Option Plan.
**4.6 Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock
Option Plan.
**4.7 First Amendment to Cabot Oil & Gas Corporation Incentive
Stock Option Plan.
4.8 First Amendment to Cabot Oil & Gas Corporation 1990
Nonemployee Director Stock Option Plan.
*4.9 Certificate of Designations for Series A Junior
Participating Preferred Stock, par value $.10 per share, of
Cabot Oil & Gas Corporation (included in Exhibit 4.4 to
this Registration Statement).
*4.10 Certificate of Designations for $3.125 Convertible
Preferred Stock, par value $.10 per share, of Cabot Oil &
Gas Corporation (Exhibit 3 to the Company's Current Report
on Form 8-K dated May 13, 1993, File No. 1-10447).
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Miller and Lents, Ltd.
23.3 Consent of Baker & Botts, L.L.P. (included in Opinion filed
as Exhibit 5 to this Registration Statement)
The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
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* Incorporated by reference.
** Previously filed.
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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;
(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) 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) 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.
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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.
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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 the City of Houston, State of Texas, on March 7, 1994.
CABOT OIL & GAS CORPORATION
By: /s/ John H. Lollar
-------------------------------------------
(John H. Lollar)
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below does hereby appoint
John H. Lollar and John U. Clarke, and each of them severally, his true and
lawful attorneys or attorney-in-fact and agents or agent with power to act with
or without the other and with full power of substitution and resubstitution, to
execute for him and in his name, place and stead, in his capacity as a director
or officer or both, as the case may be, of Cabot Oil & Gas Corporation, any and
all amendments to this Registration Statement, including post-effective
amendments, as said attorneys or any of them shall deem necessary or
appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Securities and Exchange Commission. Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
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 March 7, 1994.
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<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Chairman of the Board, Chief Executive
Officer, President and Director (Principal
/s/ John H. Lollar Executive Officer)
- ----------------------------------
(John H. Lollar)
Executive Vice President and Chief
/s/ John U. Clarke Financial Officer (Principal Financial Officer)
- ----------------------------------
(John U. Clarke)
Controller and Assistant Treasurer
/s/ Thomas L. Gage (Principal Accounting Officer)
- ----------------------------------
(Thomas L. Gage)
/s/ Samuel W. Bodman Director
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Samuel W. Bodman
/s/ Henry O. Boswell Director
- ----------------------------------
Henry O. Boswell
/s/ Philip J. Burguieres Director
- ----------------------------------
Philip J. Burguieres
/s/ John G. L. Cabot Director
- ----------------------------------
John G. L. Cabot
</TABLE>
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<TABLE>
<S> <C>
/s/ William R. Esler Director
- ----------------------------------
William R. Esler
/s/ William H. Knoell Director
- ----------------------------------
William H. Knoell
/s/ Carl M. Mueller Director
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Carl M. Mueller
/s/ C. Wayne Nance Director
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C. Wayne Nance
/s/ Charles P. Siess, Jr. Director
- ----------------------------------
Charles P. Siess, Jr.
</TABLE>
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INDEX TO EXHIBITS
*4.1 Certificate of Incorporation of Cabot Oil & Gas Corporation
(Exhibit 3.1 to the Company's Registration Statement on Form
S-1, Registration No. 33-32553).
*4.2 Amended and Restated Bylaws of Cabot Oil & Gas Corporation
(Exhibit 3.0 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993, File No. 1-10447).
*4.3 Form of Certificate of Common Stock of Cabot Oil & Gas
Corporation (Exhibit 4 to the Company's Registration Statement
on Form S-1, Registration No. 33-32553).
*4.4 Rights Agreement dated as of March 28, 1991 between the Company
and The First National Bank of Boston, as Rights Agent, which
includes as Exhibit A the form of Certificate of Designations
of Series A Junior Participating Preferred Stock (Exhibit 1 to
the Company's Registration Statement on Form 8-A filed on April
1, 1991, File No. 1-10447).
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**4.5 Cabot Oil & Gas Corporation Incentive Stock Option Plan.
**4.6 Cabot Oil & Gas Corporation 1990 Nonemployee Director Stock
Option Plan.
**4.7 First Amendment to Cabot Oil & Gas Corporation Incentive Stock
Option Plan.
4.8 First Amendment to Cabot Oil & Gas Corporation 1990 Nonemployee
Director Stock Option Plan.
*4.9 Certificate of Designations for Series A Junior Participating
Preferred Stock, par value $.10 per share, of Cabot Oil & Gas
Corporation (included in Exhibit 4.4 to this Registration
Statement).
*4.10 Certificate of Designations for $3.125 Convertible Preferred
Stock, par value $.10 per share, of Cabot Oil & Gas Corporation
(Exhibit 3 to the Company's Current Report on Form 8-K dated May
13, 1993, File No. 1-10447)
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Miller and Lents, Ltd.
23.3 Consent of Baker & Botts, L.L.P. (included in Opinion filed as
Exhibit 5 to this Registration Statement)
- -----------------------------------------
* Incorporated by reference.
** Previously filed.
<PAGE> 1
EXHIBIT 4.8
CABOT OIL & GAS CORPORATION
1990 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
First Amendment
Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"), having
heretofore adopted the Cabot Oil & Gas Corporation 1990 Nonemployee Director
Stock Option Plan (the "Plan"), and having reserved the right under Paragraph
13 thereof to amend the Plan, does hereby amend the Plan as follows:
1. Paragraphs 4 of the Plan is amended to read in its entirety as
follows:
"4. Class A Stock Reserved for the Plan.
Subject to adjustment as provided in Paragraph 9 hereof, a total of
60,000 shares of Class A Stock shall be subject to the Plan. The
shares subject to the Plan shall consist of unissued shares or
previously issued shares reacquired and held by the Company, or any
parent or subsidiary of the Company, in its treasury and such number
of shares shall be and is hereby reserved for sale for such purpose.
If at the time of the exercise of an Option, the Company elects to
deliver treasury shares and there are not sufficient treasury shares
to satisfy the delivery requirements of such Option, the Company
shall have 360 days following the date on which it is notified of the
exercise of such Option to reacquire a sufficient number of
previously issued shares of Class A Stock to satisfy such delivery
requirements. The Company shall not be obligated to hold, pending the
exercise of any Option granted hereunder, any shares of Class A Stock
in its treasury. Any shares that remain unsold and are not subject to
outstanding Options at the termination of the Plan shall cease to be
reserved for the purpose of the Plan. Should any Option expire or be
cancelled prior to its exercise in full, the shares theretofore
subjected to such Option, to the extent it had not been exercised,
may again be subject to an Option under the Plan."
<PAGE> 2
2. Paragraph 13 of the Plan is amended by adding the following as the final
paragraph thereto:
"Notwithstanding any other provision hereof, the provisions
concerning the designation of Optionees and the timing and amount of
awards set forth in Paragraph 3 shall not be amended more than once
every six months other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder."
3. The amendments made hereby shall be effective as of July 1, 1993.
CABOT OIL & GAS CORPORATION
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[Letterhead]
G-46,900 March 7, 1994
Cabot Oil & Gas Corporation
15375 Memorial Drive
Houston, Texas 77079
Gentlemen:
As set forth in Post-Effective Amendment No. 2 to a Registration
Statement (Registration No. 33-35478) on Form S-8 (as amended, the
"Registration Statement") to be filed by Cabot Oil & Gas Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
proposed issuance of up to 60,000 shares of the Company's Class A Common Stock,
par value $.10 per share (the "Shares"), issuable pursuant to the Company 1990
Nonemployee Director Stock Option Plan, as amended (the "Plan"), certain legal
matters in connection with the Shares are being passed upon for the Company by
us. At the Company's request, this opinion of counsel is being furnished to
you for filing as Exhibit 5 to the Registration Statement.
In our capacity as counsel to the Company in the connection
referred to above, we have reviewed the Certificate of Incorporation and
By-laws of the Company, each as amended to date, and the Plan and have examined
the originals, or copies certified or otherwise identified, of corporate
records of the Company, including minute books of the Company as furnished to
us by the Company, certificates of public officials and of representatives of
the Company, statutes and other records, instruments and documents pertaining
to the Company as a basis for the opinions hereinafter expressed. In giving
such opinions we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificate.
Based upon our examination as aforesaid, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
<PAGE> 2
Cabot Oil & Gas Corporation -2- March 7, 1994
2. When issued and sold pursuant to the provisions of the Plan
for a consideration in excess of the par value thereof, the Shares will
be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 of the Registration Statement.
Very truly yours,
/s/ Baker & Botts, L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Cabot Oil & Gas Corporation on Form S-8 of our report dated March
5, 1993, on our audits of the consolidated financial statements and financial
statement schedules of Cabot Oil & Gas Corporation as of December 31, 1992 and
1991 and for each of the two years in the period ended December 31, 1992, the
three-month period ended December 31, 1990 and the year ended September 30,
1990, which report is included in Cabot Oil & Gas Corporation's Annual Report
on Form 10-K for the year ended December 31, 1992.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Houston, Texas
March 7, 1994
<PAGE> 1
EXHIBIT 23.2
MILLER AND LENTS, LTD.
[LETTERHEAD]
March 7, 1994
Cabot Oil & Gas Corporation
15375 Memorial Drive
Houston, Texas 77079
Re: Securities and Exchange Commission
Form S-8 of Cabot Oil & Gas Corporation
Gentlemen:
The firm of Miller and Lents, Ltd. consents to the use of its name and
to the use of its report dated February 11, 1994 regarding the Cabot Oil & Gas
Corporation Proved Reserves and Future Net Revenues as of January 1, 1994,
which report is to be included by reference in Form S-8 to be filed by Cabot
Oil & Gas Corporation with the Securities and Exchange Commission.
Miller and Lents, Ltd. has no interests in Cabot Oil & Gas
Corporation, or in any of its affiliated companies or subsidiaries and is not
to receive any such interest as payment for such report and has no director,
officer, or employee employed or otherwise connected with Cabot Oil & Gas
Corporation. We are not employed by Cabot Oil & Gas Corporation on a
contingent basis.
Yours very truly,
MILLER AND LENTS, LTD.
By /s/ Walter Crow
----------------------
Walter Crow
President
WC/cw
