As filed with the Securities and Exchange Commission on
June 25, 1997
Securities Act Registration No. 333-_________
Exchange Act Registration No. 0-20872
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ST. MARY LAND & EXPLORATION COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 41-0518430
(State or Other Juris- IRS Employer Iden-
diction of Incorporation) tification Number)
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
fax: (303) 861-0934
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
St. Mary Land & Exploration Company
Stock Option Plan and
Incentive Stock Option Plan
(Full Title of the Plans)
Mark A. Hellerstein, President and Chief Executive Officer
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
fax: (303) 861-0934
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Roger V. Davidson
Nicole A. Elias
Cohen Brame & Smith Professional Corporation
1700 Lincoln Street, Suite 1800
Denver, Colorado 80203
(303) 837-8800
fax: (303) 894-0475
CALCULATION OF REGISTRATION FEE
Title of Each Proposed
Class of Proposed Maximum Amount of
Securities Maximum Offering Aggregate Regis-
to be Amount to be Price Offering tration
Registered Registered Per Share Price(1) Fee
$.01 par 754,614
value common shares (1) $34.25(2) $25,845,529(1) $8,076.73
stock
(1) The number of shares of common stock set forth is the
maximum allowed in aggregate of shares available for the grant of
stock options under both the St. Mary Land & Exploration Company
Stock Option Plan and Incentive Stock Option Plan. This
Registration Statement also covers an indeterminate number of
additional shares as may be issuable under the Plan by reason of
adjustments in the number of shares covered thereby as described
in the Plan and Prospectus.
(2) For the purpose of computing the registration fee only, the
price shown is based upon the price of $34.25 per share, the
closing bid for the Registrant's common stock on the Nasdaq
National Market System on June 24, 1997 in accordance
with Rule 457(h).
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company's definitive Proxy Statement dated May 21, 1997,
and the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, which have been filed by the Company
with the Commission, are incorporated herein by reference. All
other reports or documents filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the above-mentioned definitive Proxy
Statement and Annual Report on Form 10-K are incorporated herein
by reference. All other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in the Registration Statement and to be a part hereof from the
date of filing of such documents.
The class of securities to be offered pursuant to this
Registration Statement is the Company's common stock, par value
$.01 per share, which is registered under Section 12. The
description of the Company's common stock is contained in the
Company's Registration Statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934 and is incorporated herein by
reference, including any subsequent amendments or reports filed
for the purpose of updating such description.
Item 4. Description of Securities
The class of securities to be offered is registered under
Section 12 and described under Item 3.
Item 5. Interests of Named Experts and Counsel
Named experts and counsel do not have a substantial
interest, direct or indirect, in the Company or any of its
parents or subsidiaries and were not connected with the Company
or any of its parents or subsidiaries as a promoter, managing
underwriter (or any principal underwriter), voting trustee,
director, officer or employee.
Item 6. Indemnification of Directors and Officers
Directors, officers or employees of the Company or persons
serving at its request as directors, officers or employees of
another corporation or enterprise are entitled to indemnification
as provided in the Certificate of Incorporation of the Company,
which provide for indemnification to the fullest extent permitted
under the Delaware General Corporation Law. These provisions are
broad enough to permit indemnification of such persons from
liabilities arising under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index appearing on Page 7.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) 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 a post-
effective amendment to 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) The undersigned Registrant hereby undertakes 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 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.
(5) 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.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8, and authorized this Registration Statement to be
signed on its behalf by the undersigned, in the City of Denver,
Colorado on the 25th day of June, 1997.
ST. MARY LAND & EXPLORATION COMPANY
By: /s/ Mark A. Hellerstein
Mark A. Hellerstein,
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
constitutes and appoints as his true and lawful
attorney(s)-in-fact with full power of substitution to execute in
the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to
this Registration Statement, including any and all post-effective
amendments.
In accordance with the requirements of the Securities Act of
1933, as amended, this Registration Statement on Form S-8 was
signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Thomas E. Congdon(1) Chairman of the June 25, 1997
Thomas E. Congdon Board of Directors
and Director
<PAGE>
/s/ Mark A. Hellerstein President and Chief June 25, 1997
Mark A. Hellerstein Executive Officer
and Director
/s/ Ronald D. Boone Executive Vice- June 25, 1997
Ronald D. Boone President, Chief
Operating Officer
and Director
Ralph H. Smith Senior Vice- June 25, 1997
President
/s/ David L. Henry Vice-President June 25, 1997
David L. Henry and Chief
Financial Officer
Larry W. Bickle Director June 25, 1997
/s/ David C. Dudley (1) Director June 25, 1997
David C. Dudley
/s/ Richard C. Kraus (2) Director June 25, 1997
Richard C. Kraus
R. James Nicholson Director June 25, 1997
Arend J. Sandbulte Director June 25, 1997
John M. Seidl Director June 25, 1997
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this
Registration Statement:
Exhibit No. Description Page
4.1 St. Mary Land & Exploration Company
Stock Option Plan (incorporated by
reference to Exhibit 10.47 to Form
10K for period ended December 31,
1996).
4.2 St. Mary Land & Exploration Company
Incentive Stock Option Plan
(incorporated by reference to
Exhibit 10.48 to Form 10K for period
ended December 31, 1997).
4.3 Stock Option Plan (incorporated by
reference to Registrant's S-1
Registration Statement - File No.
33-53512).
4.4 Stock Option Agreement - Mark A.
Hellerstein (incorporated by
reference to S-1 Registration Statement
File No. 33-53512).
4.5 Stock Option Agreement - Ronald D.
Boone (incorporated by reference
to S-1 Registration Statement -
File No. 33-53512).
5 Opinion of Cohen Brame & Smith P.C. 8
23.1 Consent of CPA 9
23.2 Consent of Cohen Brame & Smith P.C. 8
(included in exhibit 5)
<PAGE>
EXHIBIT NOS. 5 and 23.2
Opinion and Consent of Cohen Brame & Smith, P.C.
<PAGE>
Cohen Brame & Smith Professional Corporation
Attorneys at Law
1700 Lincoln Street, Suite 1800
Denver, Colorado 80203
(303) 837-8800
FAX (303) 894-0475
June 10, 1997
Mark A. Hellerstein, President
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
Re: Form S-8 Registration Statement Relating to Shares of
$.01 Par Value Common Stock
Dear Mr. Hellerstein:
We have acted as counsel for St. Mary Land & Exploration
Company ("St. Mary") in connection with the Form S-8 Registration
Statement to be filed by St. Mary with the Securities and
Exchange Commission relating to the shares of St. Mary $.01 par
value common stock (the "Common Stock") underlying the options to
be issued pursuant to the St. Mary Land & Exploration Company
Stock Option Plan and Incentive Stock Option Plan. As such
counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment
are necessary or appropriate to form the basis for the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
(i) St. Mary is a corporation duly incorporated, validly
existing and in good standing under the laws of the
State of Delaware.
(ii) The shares of Common Stock issuable in connection with
the exercise of the options (as defined in the
Registration Statement), when issued in accordance with
the terms set forth in the Registration Statement, will
be validly issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Cohen Brame & Smith Professional
Corporation
EXHIBIT NO. 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statement of St. Mary Land & Exploration Company on Form S-8 of
our report dated March 3, 19987, except for the second paragraph
of Note 14, as to which the date is March 21, 1997, on our audits
of the consolidated financial statements of St. Mary Land &
Exploration Company as of December 31, 1996 and 1995, and for the
years ended December 31, 1996, 1995 and 1994, which report is
included in the Annual Report on Form 10-K.
Coopers & Lybrand LLP
Denver, Colorado
June 25, 1997
