As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Santa Fe Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 36-2722169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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 Chase Tower
600 Travis
Houston, Texas 77002
(713) 220-4200
--------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
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> <C> <C>
Common Stock, Par Value $.01 Per Share 2,000,000 $8.656 $17,312,000 $5,107.04
=======================================================================================================================
</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 September 15, 1998 on the New
York Stock Exchange as reported in The Wall Street Journal on September 16,
1998.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely
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 statements on Form S-8 (No. 33-59255 and No.
333-34161), each as filed with the Securities and Exchange Commission on May 12,
1995 and August 22, 1997, respectively, 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 Exhibit 5.1).
23.2 Consent of Independent Accountants.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included on signature page).
99.1 Third Amendment to Santa Fe Energy Resources, Inc. 1995
Incentive Stock Compensation Plan for Nonexecutive Employees.
II-1
<PAGE>
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 18th day of
September, 1998.
Santa Fe Energy Resources, Inc.
(Registrant)
By: /s/ James L. Payne
---------------------------
James L. Payne
Chairman of the Board
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 of the Board, Chief Executive September 18, 1998
- ---------------------------------------- Officer and Director (Principal Executive
James L. Payne Officer)
/s/ J.F. Clark Senior Vice President and Chief Financial September 18, 1998
- ----------------------------------------- Officer (Principal Financial and
J. F. Clark Accounting Officer)
/s/ William E. Greehey Director September 18, 1998
- ----------------------------------------
William E. Greehey
/s/ Melvyn N. Klein Director September 18, 1998
- ----------------------------------------
Melvyn N. Klein
/s/ Allan V. Martini Director September 18, 1998
- ----------------------------------------
Allan V. Martini
/s/ Reuben F. Richards Director September 18, 1998
- ----------------------------------------
Reuben F. Richards
/s/ Marc J. Shapiro Director September 18, 1998
- ----------------------------------------
Marc J. Shapiro
/s/ Kathryn D. Wriston Director September 18, 1998
- ----------------------------------------
Kathryn D. Wriston
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion Letter of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
23.2 Consent of Independent Accountants.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included on signature page).
99.1 Third Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive
Stock Compensation Plan for Nonexecutive Employees.
September 18, 1998
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 an additional 2,000,000 shares (the "Shares") of the
Company's common stock, $0.01 par value, to be issued 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 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,
/s/ANDREWS & KURTH L.L.P.
1198/2698
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 23, 1998 appearing on page 32 of Santa Fe
Energy Resources, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1997.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
September 18, 1998
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, 1997.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
September 18, 1998
