As filed with the Securities and Exchange Commission on March 12, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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.
EMPLOYEE STOCK PURCHASE PLAN
(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) 507-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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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
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Proposed
Proposed Maximum Maximum
Amount Offering Price Aggregate Amount of
Title of Securities to be Registered to be registered (1)(2) Per Share (3) Offering Price (3) Registration Fee (3)
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<S> <C> <C> <C> <C>
Common Stock, Par Value $.01 Per Share 100,000 $ 10.78 $ 1,078,125 $ 318.05
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(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Includes preferred share purchase rights associated with the Common Stock.
No separate fee is payable in respect of the registration of such preferred
share purchase rights. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee stock purchase plan described herein.
(3) 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 March 6, 1998 on the New York
Stock Exchange as reported in The Wall Street Journal on March 9, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Santa Fe Energy Resources, Inc. (the "Company") hereby incorporates by
reference the following documents listed below. In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(2) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A (No. 1-7667) filed with the
Commission on February 21, 1990 pursuant to Section 12 of the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification
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provided for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Article NINTH of the Company's Certification of Incorporation states
that:
"No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article NINTH
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its 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, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article NINTH shall apply to, or have any effect
on, the liability or alleged liability of any director of the Corporation for or
with respect to any facts or omissions of such director occurring prior to such
amendment or repeal. If the General Corporation Law of the State of Delaware is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended."
In addition, Article VI of the Company's Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent permitted by law. Pursuant to such provision, the Company has entered
into agreements with various officers, directors and employees which provide for
indemnification of such persons.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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23.1 Consent of Independent Accountants.
23.2 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included in signature page).
99.1 Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan.
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:
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(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 this 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 this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Company 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
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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
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 12th day of
December, 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.
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Signature Title Date
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<S> <C> <C>
/s/ James L. Payne Chairman, President, Chief Executive December 12, 1997
- ---------------------------------------- Officer and Director (Principal Executive
James L. Payne Officer)
/s/ J.F. Clark Vice President and Chief Financial December 12 , 1997
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J. F. Clark Officer (Principal Financial and
Accounting Officer)
/s/ William E. Greehey Director December 12, 1997
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William E. Greehey
/s/ Melvyn N. Klein Director December 12, 1997
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Melvyn N. Klein
/s/ Alan V. Martini Director December 12, 1997
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Allan V. Martini
/s/ Reuben F. Richards Director December 12, 1997
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Reuben F. Richards
/s/Kathryn D. Wriston Director December 12, 1997
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Kathryn D. Wriston
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 11th day of March, 1998.
SANTA FE ENERGY RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Charles G Hain, Jr.
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Charles G. Hain, Jr.
Vice President-- Human and Data Resources
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EXHIBIT INDEX
Exhibit
Number
23.1 Consent of Independent Accountants.
23.2 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included in signature page).
99.1 Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan.
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 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.
PRICE WATERHOUSE LLP
Houston, Texas
March 11, 1998
Exhibit 23.2
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 Resource, Inc. Annual Report on Form 10-K for the year
ended December 31, 1997.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 9, 1998
Exhibit 99.1
SANTA FE ENERGY RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Santa Fe Energy Resources, Inc. hereby establishes
the Santa Fe Energy Resources, Inc. Employee Stock Purchase
Plan (the "Plan"), the terms of which are as set forth below.
1. Definitions.
As used in the Plan the following terms shall have the meanings set
forth below.
(a) "Account" means a brokerage account established on behalf of a
Participant pursuant to the terms of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Chief Executive Officer" means the Chief Executive Officer of
the Company.
(d) "Committee" means the Employee Benefits Committee of the
Company.
(e) "Common Stock" means the common stock, $0.01 par value, of
Santa Fe Energy Resources, Inc.
(f) "Company" means Santa Fe Energy Resources, Inc., a Delaware
corporation, or any successor.
(g) "Effective Date" means January 1, 1998.
(h) "Eligible Compensation" means, with respect to an Eligible
Employee who is a Participant, the total base compensation
paid to the Participant by the Participating Companies,
including any elective salary deferral contributions made
therefrom pursuant to Code Sections 125, 129 or 401(k).
(i) "Eligible Employee" means a full-time salaried employee of a
Participating Company, including any officer of the Company.
(j) "Enrollment Date" means the date an Eligible Employee's
election to participate (enrollment agreement) becomes
effective.
(k) "Participant" means an Eligible Employee or an outside
director of the Company who has elected to participate in the
Plan by filing an enrollment agreement with the Company.
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(l) "Participating Companies" means the Company and any
Subsidiary, which the President, in its sole discretion, may
from time to time designate as a Participating Company.
(m) "Recordkeeper" means the brokerage firm or other person
engaged by the Company to maintain the Accounts and purchase
shares of Common Stock on the open market pursuant to the
Plan.
(n) "Subsidiary" means any corporation, domestic or foreign, of
which the Company owns, directly or indirectly, not less than
50% of the total combined voting power of all classes of stock
or other equity interests and that otherwise qualifies as a
"subsidiary corporation" within the meaning of Section 424(f)
of the Code or any successor thereto.
2. Purpose of the Plan.
The purpose of the Plan is to provide an incentive for present and
future employees and outside directors of the Participating Companies to acquire
a proprietary interest (or increase an existing proprietary interest) in the
Company through the purchase of shares of Common Stock on the open market. No
shares of Common Stock shall be issued or sold by the Company pursuant to the
Plan.
3. Administration of the Plan.
(a) The Plan shall be administered by the Committee. The Committee
shall have authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan,
to correct any defect or rectify any omission in the Plan or
to reconcile any inconsistency in the Plan, and to make all
other determinations necessary or advisable for the
administration of the Plan, all of which actions and
determinations shall be final, conclusive and binding on all
persons. The act or determination of a majority of the members
of the Committee shall be deemed to be the act or
determination of the Committee.
(b) The Committee may request advice or assistance or employ such
other persons as it in its discretion deems necessary or
appropriate for the proper administration of the Plan,
including, but not limited to employing a brokerage firm, bank
or other financial institution to assist in the purchase of
shares, delivery of reports or other administrative aspects of
the Plan.
(c) All expenses of administering the Plan relating to purchases
of Common Stock by a Participant as well as maintaining
Accounts for Participants shall be paid by the Participating
Companies. Any fees relating to sales of Common Stock as well
as the issuance of certificates to a Participant shall be paid
by the Participant.
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4. Eligibility to Participate in the Plan.
Each Eligible Employee who is employed by a Participating Company and
any outside director shall be eligible to participate in the Plan, subject to
the provisions below.
5. Election to Participate in the Plan.
(a) Each Eligible Employee may elect to participate in the Plan by
completing an enrollment agreement in the form provided by the
Company and filing such enrollment agreement with the Company.
(b) Payroll deductions for a Participant shall commence on the
first payroll date following the Participant's Enrollment Date
and shall continue until (i) changed or terminated by the
Participant as provided below, (ii) the termination of the
Plan, or (iii) the Participant ceases to be an Eligible
Employee, whichever occurs first.
6. Payroll Deductions.
(a) Participant contributions for Eligible Employees pursuant to
the Plan may be made by payroll deductions. At the time a
Participant files the enrollment agreement, the Participant
shall authorize payroll deductions to be made on each payroll
date that is subsequent to the Participant's Enrollment Date
in a specified amount of the Participant's Eligible
Compensation.
(b) All payroll deductions made for a Participant by a
Participating Company shall be deposited periodically with the
Recordkeeper for the Participant. No interest shall accrue or
be credited with respect to the payroll deductions of a
Participant. A Participant may make any additional payments
into such Account pursuant to the terms and conditions
established by the Recordkeeper.
(c) Contributions by outside directors shall be made pursuant to
the terms and conditions established by the Recordkeeper.
7. Purchase of Shares.
Following the end of each calendar month the Recordkeeper shall
purchase in the open market the maximum number of shares of Common Stock that
may be purchased with the accumulated payroll deductions forwarded to the
Recordkeeper. Each Participant's Account shall be allocated pro rata share of
the total number of shares purchased. A Participant shall have all of the rights
and privileges of a stockholder of the Company with respect to the whole (but
not fractional) shares of Common Stock allocated to the Participant's Account.
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8. Changes.
A Participant may change the amount of his payroll deductions to the
Participant's Account at any future time by giving prior written notice to his
Participating Company. If completely stopped, payroll deductions will not resume
on behalf of a Participant unless a new enrollment agreement is delivered to the
Company directing the Participating Company to resume payroll deductions. In the
event a Participant ceases to be an Eligible Employee for any reason, his
payroll deductions will automatically stop and the Company will no longer be
responsible for any fees charged by the Recordkeeper for the individual's
account.
9. Reports.
Individual Accounts will be maintained for each Participant in the
Plan. Statements of Accounts will be given to Participants periodically which
will set forth the balance in the Accounts.
10. Amendment and Termination of the Plan.
The Chief Executive Officer or the Board, in their discretion, may at
any time or from time to time, amend the Plan in any respect and may terminate
the Plan.
11. Notices.
All notices or other communications by a Participant to the
Participating Company under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Participating
Company by the person designated by the Participating Company for the receipt
thereof.
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