As filed with the Securities and Exchange Commission on June 30, 2000.
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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HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3036864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-5795
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
2000 PERFORMANCE AND EQUITY INCENTIVE PLAN
(Full title of plan)
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JAMES M. PICCONE, ESQ. WITH A COPY TO:
GENERAL COUNSEL RONALD R. LEVINE, ESQ.
1999 BROADWAY, SUITE 3600 DAVIS, GRAHAM & STUBBS LLP
DENVER, COLORADO 80202 370 17TH STREET, SUITE 4700
(303) 296-3600 DENVER, COLORADO 80202
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be registered offering price per aggregate offering Amount of
Amount to be registered share(1) price(1) registration fee
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<S> <C> <C> <C> <C
Common Stock ($.001 par value)(2) 1,250,000 $30.21875 $37,773,437.50 $9,972.1875
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</TABLE>
(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon the average of the high and low prices of the
Registrant's Common Stock on July 10, 2000, as quoted on The New York Stock
Exchange.
(2) Each share of Common Stock includes and is traded with one Series A Junior
Preferred Stock Purchase Right which becomes exercisable only in the event,
subject to certain exceptions, an acquiring party accumulates 15% of more of the
Registrant's voting stock, or if a third party announces an offer to acquire 30%
or more of the Registrant's voting stock.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed or to be filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are hereby incorporated
or deemed to be incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December31, 1999, filed with the Commission on March 24, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed with the Commission on May 11, 2000.
(c) The Registrant's Current Report on Form 8-K as filed with the
Commission on February 18, 2000.
(d) The Registrant's Current Report on Form 8-K as filed with the
Commission on May 25, 2000.
(e) The description of Registrant's Common Stock contained in the
Registrant's Form 10, File No. 000-18886, as filed with the Commission on
October 26, 1990.
(f) The description of the Registrant's Series A Junior Preferred Stock
Purchase Rights contained in the Registrant's Form 8-A, File No. 1-13152, as
filed with the Commission on March 11, 1996 and amended on March 14, 1996.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to the Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of 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 of this Registration Statement 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 of this Registration
Statement.
<PAGE>
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director officer, employee or agent in connection with the
threatened, pending or completed actions, suits and proceedings (other than
actions by or in the right of the corporation) in or to which any of such
persons is a party or is threatened to be made a party.
Article 12 of the Registrant's Amended and Restated Certificate of
Incorporation and Article IV, Section 2, of the Registrant's Third Amended and
Restated Bylaws provide that the Registrant may indemnify its directors,
officers, employees and agents to the fullest extent permitted by Delaware Law.
The Registrant currently maintains a policy insuring, subject to certain
exceptions, its directors and officers and the directors and officers of its
subsidiaries against liabilities that may be incurred by such persons acting in
such capacities.
Pursuant to indemnification agreements, the Registrant has agreed to
indemnify its directors and certain officers against all costs, charges and
expenses incurred by reason of being a director or officer of the Registrant,
provided that indemnification is not prohibited in whole or in part under
applicable law.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS
4.1 HS Resources, Inc. 2000 Performance and Equity Incentive Plan.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Counsel. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
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<PAGE>
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Netherland, Sewell and Associates, Inc.
25.1 Power of Attorney. Included on signature page.
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 Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or together, represent a fundamental change in the
information set forth in this Registration Statement; that 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 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;
and (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 or furnished to the Commission by the
Registrant pursuant to Section 13 or 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 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.
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<PAGE>
B. The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant 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 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, 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 San Francisco, State of California, on the 5th day
of July, 2000.
HS RESOURCES, INC.
By: /s/ Nicholas J. Sutton
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Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Nicholas J.
Sutton, P. Michael Highum, James E. Duffy and James M. Piccone, or any of them,
with full power to act alone as his true and lawful attorney-in-fact, 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 and any registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact, full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agents, or any of them, 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 dates indicated.
SIGNATURE TITLE DATE
/s/ Nicholas J. Sutton
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Nicholas J. Sutton Chairman of the Board and Chief July 5, 2000
Executive Officer (Principal
Executive Officer)
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<PAGE>
/s/ P. Michael Highum
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P. Michael Highum President and Director June 30, 2000
/s/ James E. Duffy
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James E. Duffy Chief Financial Officer and July 5, 2000
Director (Principal Financial
Officer)
/s/ Annette M. Montoya
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Annette M. Montoya Vice President-Accounting and July 5, 2000
Controller (Principal Accounting
Officer)
/s/ Barry Reder
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Barry Reder Director June 29, 2000
/s/ Robert G. Vanneman
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Robert G. Vanneman Director June 28, 2000
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<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
4.1 HS Resources, Inc. 2000 Performance and Equity Incentive Plan.
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP.
23.1 Consent of Counsel. See Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Williamson Petroleum Consultants, Inc.
23.4 Consent of Netherland, Sewell and Associations, Inc.
25.1 Power of Attorney. Included on Signature Page.
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