As filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 33-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3072771
(State of incorporation) (I.R.S. Employer
Identification Number)
1200 ENCLAVE PARKWAY, HOUSTON, TEXAS 77077
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
AMENDED AND RESTATED 1994 NONEMPLOYEE DIRECTOR
1994 LONG-TERM INCENTIVE PLAN STOCK OPTION PLAN
OF CABOT OIL & GAS CORPORATION OF CABOT OIL & GAS CORPORATION
(Full title of the plans)
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SCOTT C. SCHROEDER
VICE PRESIDENT AND TREASURER
CABOT OIL & GAS CORPORATION
1200 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077
(Name and address of agent for service)
(281) 589-4600
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.10 per share(2)..... 1,200,000 (3) $21.66 $25,992,000 $6,862
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</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing
the registration fee and based upon the average of the high and low prices
reported in the consolidated reporting system for the Class A Common Stock
on the New York Stock Exchange on May 17, 2000.
(2) Includes the Right to Purchase Preferred Stock associated with the Class A
Common Stock.
(3) These shares represent the aggregate amount of additional shares that were
added to the plans pursuant to amendments to such plans that were adopted
by the shareholders on May 12, 1998.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed by Cabot Oil & Gas Corporation
pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended. This registration statement registers an additional 1,000,000 shares
of Class A Common Stock, par value $.10 per share ("Common Stock"), of Cabot Oil
& Gas Corporation, a Delaware corporation, that may be issued from time to time
pursuant to the Amended and Restated 1994 Long-Term Incentive Plan of Cabot Oil
& Gas Corporation and an additional 200,000 shares of Common Stock that may be
issued from time to time pursuant to the Amended and Restated 1994 Nonemployee
Director Stock Option Plan of Cabot Oil & Gas Corporation. Cabot Oil & Gas
previously registered an aggregate of 1,600,000 shares of Common Stock to be
issued from time to time pursuant to these plans in the form of a Registration
Statement on Form S-8 (Registration No. 33-53723) filed with the Securities and
Exchange Commission on May 20, 1994, as amended by Post-Effective Amendment No.
1 to Form S-8 filed with the Securities and Exchange Commission on April 12,
2000. That registration statement, as so amended, is incorporated herein by this
reference. Filed as exhibits hereto are the following:
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<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
*4.1 Certificate of Incorporation of the Company (incorporated herein by this
reference to the Registration Statement on Form S-1 of the Company
(Registration No. 33-32553))
*4.2 Amended and Restated Bylaws of the Company (incorporated herein by this
reference to the Registration Statement on Form S-3 of the Company
(Registration No. 333-83819))
*4.3 Form of Certificate of Common Stock of the Company (incorporated herein
by this reference to the Registration Statement on Form S-1 of the
Company (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 Designation of Series A Junior
Participating Preferred Stock (incorporated herein by this reference to
the Registration Statement on Form 8-A of the Company, File No. 1-10477)
(a) Amendment No. 1 to the Rights Agreement dated February 24, 1994
(incorporated herein by this reference to the Annual Report on
Form 10-K of the Company for the year ended December 31, 1994,
File No. 1-10477)
*4.5 Amended and Restated 1994 Long-Term Incentive Plan of the Company
(incorporated herein by this reference to the Annual Report on Form 10-K
of the Company for the year ended December 31, 1998, File No. 1-10477).
<PAGE>
*4.6 Amended and Restated 1994 Nonemployee Director Stock Option Plan of the
Company (incorporated herein by this reference to the Annual Report on
Form 10-K of the Company for the year ended December 31, 1998, File No.
1-10477).
5 Opinion of Baker Botts L.L.P.
15 Awareness Letter of PricewaterhouseCoopers LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
24 Powers of Attorney (included in the signature pages hereof).
</TABLE>
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* Incorporated by reference as indicated.
<PAGE>
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 May 23, 2000.
CABOT OIL & GAS CORPORATION
By: /s/ Ray R. Seegmiller
-------------------------------------
Ray R. Seegmiller
Chairman of the Board,
Chief Executive Officer and President
Each person whose signature appears below appoints Scott C. Schroeder and
Lisa A. Machesney, and each of them, each of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this registration
statement, including post-effective amendments, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their 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 below by the following persons in the
capacities indicated on May 23, 2000.
<PAGE>
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
/s/ Ray R. Seegmiller Chairman of the Board, Chief
- --------------------------- Executive Officer and President
Ray R. Seegmiller (Principal Executive Officer)
/s/ Paul F. Boling Vice President, Finance
- --------------------------- (Principal Financial Officer)
Paul F. Boling
/s/ Henry C. Smyth Controller
- --------------------------- (Principal Accounting Officer)
Henry C. Smyth
/s/ Robert F. Bailey Director
- ---------------------------
Robert F. Bailey
/s/ Henry O. Boswell Director
- ---------------------------
Henry O. Boswell
/s/ John G. L. Cabot Director
- ---------------------------
John G. L. Cabot
/s/ William R. Esler Director
- ---------------------------
William R. Esler
/s/ C. Wayne Nance Director
- ---------------------------
C. Wayne Nance
<PAGE>
Signature Title
- --------------------------------------------------------------------------------
Director
- ---------------------------
P. Dexter Peacock
/s/ Charles P. Siess, Jr. Director
- ---------------------------
Charles P. Siess, Jr.
/s/ Arthur L. Smith Director
- ---------------------------
Arthur L. Smith
/s/ William P. Vititoe Director
- ---------------------------
William P. Vititoe
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
*4.1 Certificate of Incorporation of the Company (incorporated herein by this
reference to the Registration Statement on Form S-1 of the Company
(Registration No. 33-32553))
*4.2 Amended and Restated Bylaws of the Company (incorporated herein by this
reference to the Registration Statement on Form S-3 of the Company
(Registration No. 333-83819))
*4.3 Form of Certificate of Common Stock of the Company (incorporated herein
by this reference to the Registration Statement on Form S-1 of the
Company (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 Designation of Series A Junior
Participating Preferred Stock (incorporated herein by this reference to
the Registration Statement on Form 8-A of the Company, File No. 1-10477)
(a) Amendment No. 1 to the Rights Agreement dated February 24, 1994
(incorporated herein by this reference to the Annual Report on
Form 10-K of the Company for the year ended December 31, 1994,
File No. 1-10477)
*4.5 Amended and Restated 1994 Long-Term Incentive Plan of the Company
(incorporated herein by this reference to the Annual Report on Form 10-K
of the Company for the year ended December 31, 1998, File No. 1-10477).
*4.6 Amended and Restated 1994 Nonemployee Director Stock Option Plan of the
Company (incorporated herein by this reference to the Annual Report on
Form 10-K of the Company for the year ended December 31, 1998, File No.
1-10477).
5 Opinion of Baker Botts L.L.P.
15 Awareness Letter of PricewaterhouseCoopers LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Miller and Lents, Ltd.
<PAGE>
23.3 Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to
this registration statement).
24 Powers of Attorney (included in the signature pages hereof).
</TABLE>
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* Incorporated by reference as indicated.
EXHIBIT 5
[Letterhead of Baker Botts L.L.P.]
May 23, 2000
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, TX 77077
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (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 issuance of an additional
1,000,000 shares of the Company's Class A common stock, par value $.10 per share
(the "Common Stock"), in connection with the Company's Amended and Restated 1994
Long-Term Incentive Plan and an additional 200,000 shares of Common Stock in
connection with the Company's Amended and Restated 1994 Nonemployee Director
Stock Option Plan (collectively, the "Plans"), we are passing upon certain legal
matters in connection with such 1,200,000 shares of Common Stock (the "Shares")
for the Company. At your request, we are furnishing this opinion to you for
filing as Exhibit 5 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we
have examined the Plans, the Certificate of Incorporation and Amended and
Restated Bylaws of the Company and 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 instruments
and documents as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company and of
public officials with respect to the accuracy of the material factual matters
contained in such certificates.
Based on 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. Upon the issuance by the Company of the Shares pursuant to the provisions
of each of the Plans and receipt of any consideration therefore provided in
the applicable Plan, such Shares will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filling of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Baker Botts L.L.P.
EXHIBIT 15
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cabot Oil & Gas Corporation
Registration Statement on Form S-8
We are aware that our report dated April 25, 2000 on our review of interim
financial information of Cabot Oil & Gas Corporation (the "Company") for the
three-month periods ended March 31, 2000 and 1999 included in the Company's
quarterly report on Form 10-Q for the quarter then ended is incorporated by
reference in this Registration Statement on Form S-8. Pursuant to Rule 436(c)
under the Securities Act of 1933, this report should not be considered a part of
the registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of the Act.
PricewaterhouseCoopers LLP
Houston, Texas
May 23, 2000
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 2000 relating to the
consolidated financial statements of Cabot Oil & Gas Corporation (the
"Company"), which appears in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
PricewaterhouseCoopers LLP
Houston, Texas
May 23, 2000
EXHIBIT 23.2
[Miller and Lents, Ltd. Letterhead]
May 23, 2000
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
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 the
use of its report dated February 4, 2000 regarding Cabot Oil & Gas Corporation
Proved Reserves and Future Net Revenues as of December 31, 1999, 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 financial interest 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.
Very truly yours,
MILLER AND LENTS, LTD.
By: /s/ James A. Cole
------------------------------
James A. Cole
Senior Vice President
