<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1997
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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SANTA FE ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2722169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
(Address, including zip code, of Principal Executive Offices)
SANTA FE ENERGY RESOURCES, INC.
1995 INCENTIVE STOCK COMPENSATION PLAN
FOR NONEXECUTIVE EMPLOYEES
(Full title of the plan)
DAVID L. HICKS
VICE PRESIDENT - LAW AND GENERAL COUNSEL
SANTA FE ENERGY RESOURCES, INC.
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
(713) 783-2401
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------
copy to:
G. MICHAEL O'LEARY
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $.01 Per Share 1,000,000 $10.1875 $10,187,500 $3,087.12
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low
prices of a share of the Company's Common Stock for August 19, 1997 on
the New York Stock Exchange as reported in The Wall Street Journal on
August 20, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to register
additional securities. In accordance with General Instruction E of Form S-8, the
registrant hereby incorporates by reference the contents of the registrant's
registration statement on Form S-8 (No. 33-59255), filed with the Securities and
Exchange Commission on May 12, 1995, relating to the Santa Fe Energy Resources,
Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Independent Accountants.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included in signature page).
99.1 First Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive
Stock Compensation Plan for Nonexecutive Employees.
99.2 Second Amendment to Santa Fe Energy Resources, Inc. 1995
Incentive Stock Compensation Plan for Nonexecutive Employees.
II-1
<PAGE> 3
SIGNATURES
The Registrant. 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 the
21st day of August, 1997.
SANTA FE ENERGY RESOURCES, INC.
(Registrant)
By: /s/ JAMES L. PAYNE
---------------------------------------
James L. Payne
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Santa Fe Energy Resources, Inc. (the "Company") hereby
constitutes and appoints James L. Payne and David L. Hicks (with full power to
each of them to act alone) his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES L. PAYNE Chairman, President, Chief
- --------------------------- Executive Officer and
James L. Payne Director (Principal August 21, 1997
Executive Officer)
/s/ J. F. CLARK Vice President and Chief Financial August 21, 1997
- --------------------------- Officer (Principal Financial and
J. F. Clark Accounting Officer)
/s/ WILLIAM E. GREEHEY Director August 21, 1997
- ---------------------------
William E. Greehey
Director
- ---------------------------
Melvyn N. Klein
/s/ ALLAN V. MARTINI Director August 21, 1997
- ---------------------------
Allan V. Martini
/s/ REUBEN F. RICHARDS Director August 21, 1997
- ---------------------------
Reuben F. Richards
/s/ MARC J. SHAPIRO Director August 21, 1997
- ---------------------------
Marc J. Shapiro
/s/ KATHRYN D. WRISTON Director August 21, 1997
- ---------------------------
Kathryn D. Wriston
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Independent Accountants.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included in signature page).
99.1 First Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive
Stock Compensation Plan for Nonexecutive Employees.
99.2 Second Amendment to Santa Fe Energy Resources, Inc. 1995
Incentive Stock Compensation Plan for Nonexecutive Employees.
</TABLE>
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[ANDREWS & KURTH, L.L.P. LETTERHEAD]
Exhibit 5.1
August 21, 1997
Board of Directors
Santa Fe Energy Resources, Inc.
1616 South Voss Road
Houston, Texas 77057
Ladies and Gentlemen:
We have acted as counsel to Santa Fe Energy Resources, Inc. (the
"Company") in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the issuance of up to an additional
1,000,000 shares (the "Shares") of the Company's common stock, $0.01 par
value (the "Common Stock"), pursuant to the Santa Fe Energy Resources, Inc.
1995 Incentive Stock Compensation Plan for Nonexecutive Employees, as amended
(the "Plan").
In connection herewith, we have examined copies of such statutes,
regulations, corporate records and documents, certificates of public and
corporate officials and other agreements, contracts, documents and instruments
as we have deemed necessary as a basis for the opinion hereafter expressed. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. We
have also relied, to the extent we deem such reliance proper, upon information
supplied by officers and employees of the Company with respect to various
factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares of Common Stock will, when issued in
accordance with the terms of the Plan, be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated
February 21, 1997, which appears on page 63 of Santa Fe Energy Resources, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1996, into this
Registration Statement on Form S-8, which hereby incorporates by reference the
Registration Statement on Form S-8 (No. 33-59255). We also consent to the
incorporation by reference of our report dated June 6, 1997, appearing on pages
4 and 5 of the Annual Report of the Santa Fe Energy Resources, Inc. Savings
Investment Plan on Form 11-K, as amended by Form 11-K/A, for the year ended
December 31, 1996, into this Registration Statement on Form S-8, which hereby
incorporates by reference the Registration Statement on Form S-8 (No.
33-59255).
PRICE WATERHOUSE LLP
Houston, Texas
August 22, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF EXPERTS
As petroleum engineers, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report included in
the Santa Fe Energy Resources, Inc. Annual Report on Form 10-K for the year
ended December 31, 1996.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
August 21, 1997
<PAGE> 1
EXHIBIT 99.1
SANTA FE ENERGY RESOURCES, INC.
1995 INCENTIVE STOCK COMPENSATION PLAN
FOR NONEXECUTIVE EMPLOYEES
(FIRST AMENDMENT)
WHEREAS, there is reserved to the Board of Directors of Santa Fe Energy
Resources, Inc. in Section XX of the Santa Fe Resources, Inc. 1995 Incentive
Stock Compensation Plan for Nonexecutive Employees (the "Plan") the right to
amend the Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Board deems it advisable to amend the Plan in the manner
hereafter set forth;
NOW, THEREFORE, the Plan is hereby amended effective as of July 1, 1995
by adding thereto the following:
Notwithstanding anything in the Plan to the contrary, from time to
time the Committee may authorize the President of the Company to grant
Awards under the Plan to eligible employees and in this regard may limit
the authority of the President in any manner the Committee deems
appropriate, including, without limitation, a limitation on the types of
Awards and/or the number of Awards (on an aggregate or individual
grantee basis) and, further, may require the President to report to the
Committee any grants he has made or intends to make, as the case may
be."
Except as amended and modified hereby, the Plan shall continue in full
force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
<PAGE> 1
EXHIBIT 99.2
SECOND AMENDMENT
TO THE
SANTA FE ENERGY RESOURCES, INC.
1995 INCENTIVE STOCK COMPENSATION PLAN
FOR NONEXECUTIVE EMPLOYEES
WHEREAS, the Board of Directors of Santa Fe Energy Resources, Inc. (the
"Board") is authorized by Section XX of the Santa Fe Energy Resources, Inc.
1995 Incentive Stock Plan for Nonexecutive Employees (the "Plan") to amend the
Plan from time to time; and
WHEREAS, the Board deems it advisable to amend the Plan to provide for
a sufficient number of shares of Common Stock for the transactions that will be
engendered upon the spinoff of Monterey Resources, Inc.;
NOW, THEREFORE, effective as of the date the stock of Monterey
Resources, Inc. is distributed to the stockholders of the Company (the
"Spinoff"), Section II of the Plan is hereby amended to read as follows:
"Subject to adjustment as provided in the Plan, the maximum aggregate
number of shares of Common Stock with respect to which Options, Restricted
Stock, Bonus Stock, Phantom Units and Stock Appreciation Rights may be granted
under the Plan in any one calendar year shall be 1,000,000. Provided, however,
in calendar year 1997, the maximum aggregate number of shares shall be the sum
of (a) 1,000,000 plus (b) the Spinoff Adjustment Number (as defined below). The
Spinoff Adjustment Number shall equal (a) the number of shares subject to
awards of Options and Phantom Units outstanding at the Spinoff times the
Company's Common Stock average market price for a reasonable period of time
preceding the Spinoff divided by (b) the Company's Common Stock average market
price for a reasonable period of time following the Spinoff, less (c) the
number of shares subject to awards of Options and Phantom Units outstanding at
the Spinoff. Notwithstanding the foregoing, in no event shall the aggregate
shares of Common Stock granted pursuant to Awards and available for Awards
equal or exceed 20% of the Company's "voting power outstanding" (as such term
is defined in Paragraph 312.03 of the New York Stock Exchange Listed Company
Manual). The Common Stock issued under the Plan may be either previously
authorized but unissued shares or treasury shares acquired by SFER. In the
event that any Award expires, lapses, is forfeited or otherwise terminates, any
shares of Common Stock allocable to the terminated portion of such Award may
again be made subject to an Award under the Plan. Further, to the extent an
Award is paid in cash, rather than in Common Stock, or shares of Common Stock
are tendered to the Company, or withheld by the Company from an Award, as
payment of the exercise price of an Award or in satisfaction of any Company tax
withholding obligation, such shares of Common Stock may again be made subject to
an Award under the Plan."
All terms used herein are defined in the Plan and shall have the same
meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue in full
force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
