As filed with the Securities and Exchange Commission on November 7, 2000
Registration No. 333-3552
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Post-Effective Amendment No. 1
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BELCO OIL & GAS CORP.
(Exact name of registrant as specified in its charter)
Nevada 13-3869719
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
767 Fifth Ave., 46th Floor 10153
New York, New York (Zip Code)
(Address of Principal Executive Offices)
BELCO OIL & GAS CORP. 1996 STOCK
INCENTIVE PLAN
(Full title of the plan)
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JOE CALLAWAY
5735 Pineland Drive, Suite 300
Dallas, Texas 75231
(214) 692-1800
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered (1) per share(2)(3) price(2)(3) fee(3)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value..... 1,000,000 $9.1875 $9,187,500 $2,555
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(1) The securities to be registered are 1,000,000 additional shares
reserved for issuance under the Registrant's 1996 Stock Incentive Plan.
The amount to be registered also includes such indeterminate number of
shares as may be issued to prevent dilution resulting from stock
splits,
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stock dividends or similar transactions in accordance with Rule 416
promulgated under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) For purposes of computing the aggregate offering price and the
registration fee relating to the shares to be registered pursuant to
the Belco Oil & Gas Corp. Stock Incentive Plan, such computation has
been made in accordance with paragraphs (c) and (h)(1) of Rule 457
promulgated under the Securities Act of 1933 based on the average high
and low sales prices of the Common Stock as reported on the New York
Stock Exchange on November 3, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities.
Pursuant to this registration statement, Belco Oil & Gas Corp. (the
"Company" or the "Registrant") hereby registers an additional 1,000,000 shares
of its common stock for issuance under the Belco Oil & Gas Corp. 1996 Stock
Incentive Plan. The current registration of 1,000,000 shares of common stock
will increase the number of shares registered for issuance under the
Registrant's 1996 Stock Incentive Plan to 3,250,000 shares.
Pursuant to General Instruction E of Form S-8, this registration
statement incorporates by reference the contents of Belco Oil & Gas Corp.'s
registration statement on Form S-8, Registration No. 333-3552, filed with the
Securities and Exchange Commission on April 15, 1996. Pursuant to General
Instruction E of Form S-8, all information that has been incorporated from the
original registration statement is not repeated in this registration statement.
Item 5. Interests of Named Experts and Counsel.
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The legality of the securities being offered hereby will be passed upon
by Joe Callaway, Vice President - Legal Affairs of the Company. Mr. Callaway has
options to purchase common stock of the Company and is eligible to receive
awards under the Company's 1996 Stock Incentive Plan.
Item 8. Exhibits.
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Exhibit
No. Exhibit
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4.1 Belco Oil & Gas Corp. 1996 Stock Incentive Plan (incorporated
by reference from Exhibit 10.2 of the Registration Statement
on Form S-1, Registration No. 333-1034).
4.2 First Amendment to Belco Oil & Gas Corp. 1996 Stock Incentive
Plan (incorporated by reference from Exhibit 10.2 of the Com-
pany's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, Commission File No. 1-14256).
5* Opinion of Joe Callaway.
23.1* Consent of Arthur Andersen LLP.
23.2* The consent of Joe Callaway is included in his opinion filed
as Exhibit 5 to this Registration Statement.
24 The power of attorney of officers and directors of the Company
is set forth on the signature page previously filed (Registra-
tion No. 333-3552).
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* Filed herewith.
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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 on November 6, 2000.
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<S> <C>
BELCO OIL & GAS CORP.
By: /s/ Grant W. Henderson
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Grant W. Henderson
President and Chief Operating Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
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Signature Title Date
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/s/ Robert A. Belfer Chairman of the Board November 6, 2000
------------------------- and Chief Executive Officer
Robert A. Belfer (Principal Executive Officer)
/s/ Laurence D. Belfer* Vice Chairman of the Board November 6, 2000
-------------------------
Laurence D. Belfer
/s/ Grant W. Henderson Director, President November 6, 2000
------------------------- and Chief Operating Officer
Grant W. Henderson
/s/ Dominick J. Golio* Senior Vice President - November 6, 2000
------------------------- Finance, Chief Financial Officer,
Dominick J. Golio Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Graham Allison* Director November 6, 2000
-------------------------
Graham Allison
/s/ Daniel C. Arnold* Director November 6, 2000
-------------------------
Daniel C. Arnold
/s/ Alan D. Berlin* Director November 6, 2000
-------------------------
Alan D. Berlin
/s/ Jack Saltz* Director November 6, 2000
-------------------------
Jack Saltz
*By: /s/ Robert A. Belfer
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Robert A. Belfer
Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
No. Description
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<S> <C>
4.1 Belco Oil & Gas Corp. 1996 Stock Incentive Plan (incorporated
by reference from Exhibit 10.2 of the Registration Statement
on Form S-1, Registration No. 333-1034)
4.2 First Amendment to Belco Oil & Gas Corp. 1996 Stock Incentive
Plan (incorporated by reference from Exhibit 10.2 of the Com-
pany's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, Commission File No. 1-14256).
5* Opinion of Joe Callaway.
23.1* Consent of Arthur Andersen LLP.
23.2* The consent of Joe Callaway is included in his opinion filed
as Exhibit 5 to this Registration Statement.
24 The power of attorney of officers and directors of the Com-
pany is set forth on the signature page previously filed
(Registration No. 333-3552).
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* Filed herewith.
