As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NUEVO ENERGY COMPANY
(Exact name of registrant as
specified in its charter)
DELAWARE 76-0304436
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
(Address, including zip code of registrant's principal executive offices)
NUEVO ENERGY COMPANY
401(K) RETIREMENT PLAN
(Full title of the plan)
ROBERT M. KING
1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
(Name and address of agent for service)
(713) 652-0706
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXI- PROPOSED MAXI- AMOUNT OF
SECURITIES TO BE TO BE MUM OFFERING MUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
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Common Stock, par value
$0.01 per share (1) 50,000(2) $33.84(2) $1,692,000 $499.14
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Interests in the Plan (3) (3) (3) (3)
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(1) Including preferred stock purchase rights issued under the Company's
Shareholder Rights Plan, dated March 5, 1997.
(2) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the high and low prices reported on the
New York Stock Exchange on April 27, 1998.
(3) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests in the Plan to be offered or sold pursuant to
the Plan, such interests constituting separate securities required to be
registered under the Securities Act of 1933, as amended, and not requiring a
separate registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to participants ("Plan Participants") of the Nuevo Energy Company
401(K) Plan ("Plan") as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the "1933 Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Nuevo Energy Company (the
"Registrant") (Commission File No. 001-10537) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), are incorporated herein by reference:
(a) Annual Report on Form 10-K405 for the fiscal year ended December 31,
1997.
(b)The description of common stock contained in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on May 15,
1990, including any future amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Plan have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware ("GCLD") empowers
the Registrant to indemnify, subject to the standards set forth therein, 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 by reason of the
fact that the person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another entity. The GCLD further provides that the
Registrant has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrant or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another entity against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Registrant would have the power to
indemnify such person against such liability under Section 145 of the GCLD.
The Registrant's Certificate of Incorporation and Bylaws allow for
indemnification by the Registrant of each director and officer of the Registrant
to the fullest extent permitted by applicable law.
The Registrant has purchased directors and officers liability insurance
policy which insures, among other things, (i) the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
while acting as directors and officers of the Registrant and (ii) the Registrant
to the extent that the Registrant has indemnified the directors and officers for
such loss.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ----------- --------------- --------
4.1 Specimen Stock Certificate Exhibit 4.1 to the
Registration Statement on
Form S-4 (Registration No.
33-33873)
5.1 Opinion of Counsel x
23.1 Consent of KPMG Peat Marwick x
23.2 Consent of Counsel Part of Exhibit 5.1
24 Power of Attorney Signature Page to
this Registration
Statement
The Registrant undertakes to submit the Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the plan.
</TABLE>
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
1933 Act;
(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 a 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% 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;
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 with the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act (and where applicable, each filing of an employee
benefits plan's annual report pursuant to Section 15(d) of the 1934
Act) that is incorporated by reference in the Registration Statement
shall be
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<PAGE>
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.
(h) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the
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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 April 17, 1998.
NUEVO ENERGY COMPANY
(Registrant)
By: \s\ DOUGLAS L. FOSHEE
Douglas L. Foshee, Chairman of the Board,
President and Chief Executive Officer
(principal executive officer)
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Douglas L. Foshee and Robert M. King, and each of
them, 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 (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, and any other regulatory authority, granting unto said
attorneys-in-fact and agents, 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 he might or
could do in person, thereby 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
<S> <C> <C>
\s\ DOUGLAS L. FOSHEE Chairman of the Board, President and April 17, 1998
Douglas L. Foshee Chief Executive Officer (principal executive
officer)
\s\ ROBERT M. KING Senior Vice President and Chief April 17, 1998
Robert M. King Financial Officer (principal accounting and
financial officer)
\s\ ROBERT L. GERRY, III Director April 17, 1998
Robert L. Gerry, III
\s\ DAVID ROSS Director April 17, 1998
David Ross
\s\ GARY R. PETERSEN Director April 17, 1998
Gary R. Petersen
\s\ THOMAS D. BARROW Director April 17, 1998
Thomas D. Barrow
\s\ ISAAC ARNOLD, JR. Director April 17, 1998
Isaac Arnold, Jr.
\s\ JAMES T. HACKETT Director April 17, 1998
James T. Hackett
\s\ ROBERT H. ALLEN Director April 17, 1998
Robert H. Allen
\s\ ROBERT W. SHOWER Director April 17, 1998
Robert W. Shower
\s\ CHARLES M. ELSON Director April 17, 1998
Charles M. Elson
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Nuevo Energy
Company 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 April 17, 1998.
NUEVO ENERGY COMPANY 401(K) RETIREMENT PLAN
By: Nuevo Energy Company Plan Administrator
By: \s\ DOUGLAS L. FOSHEE
Douglas L. Foshee, Chairman of the Board,
President, and Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
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<S> <C>
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
------ ----------- --------------- --------
4.1 Specimen Stock Certificate Exhibit 4.1 to the
Registration Statement on
Form S-4 (Registration No.
33-33873)
5.1 Opinion of Counsel x
23.1 Consent of KPMG Peat Marwick x
23.2 Consent of Counsel Part of Exhibit 5.1
24 Power of Attorney Signature Page to
this Registration
Statement
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EXHIBIT 5.1
Nuevo Energy Company
1331 Lamar, Suite 1650
Houston, Texas 77010
Re: Distribution of up to 50,000 shares of Common Stock of
Nuevo Energy Company pursuant to the Companys 401(k) Retirement Plan
Gentlemen:
We have acted as legal counsel for Nuevo Energy Company, a Delaware corporation
("Company"), in connection with the offer to eligible employees of the Company
and its subsidiaries of a total of up to 50,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share ("Common Stock"), issuable
pursuant to the Company's 401(k) Retirement Plan ("Plan"), which were made
available for distribution by the Board of Directors adoption of the Plan on
January 1, 1996 and the amendment and restatement of the Plan effective March 1,
1998.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purposes of giving the opinion
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction of the
following:
(i) the Certificate of Incorporation of the Company as filed with
the Secretary of State of Delaware on March 2, 1990, as amended;
(ii) the Bylaws of the Company as of the date of this opinion;
(iii) the Company's Registration Statement on Form S-8 covering the
Shares ("Registration Statement");
(iv) the Plan; and
(v) such other documents, corporate records, certificates and other
instruments as we have deemed necessary or appropriate for the
purpose of this opinion.
We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
The Shares of Common Stock covered by the Registration Statement have
been duly authorized and when issued and sold in accordance with the Plan, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Butler & Binion, L.L.P.
BUTLER & BINION, L.L.P.
Houston, Texas
April 22, 1998
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Nuevo Energy Company:
We consent to incorporation by reference in the registration statement
(No. 333- ) on Form S-8 of Nuevo Energy Company of our report dated
February 17, 1998, relating to the consolidated balance sheets of Nuevo Energy
Company and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three year period ended December 31, 1997,
which report appears in the December 31, 1997 annual report on Form 10-K of
Nuevo Energy Company.
\s\ KPMG Peat Marwick LLP
Houston, Texas
April 21, 1998
