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As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
3TEC ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 63-1081013
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
Two Shell Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002
(Address of principal executive offices and zip code)
3TEC ENERGY CORPORATION 2000 STOCK OPTION PLAN
3TEC ENERGY CORPORATION 1999 STOCK OPTION PLAN
MIDDLE BAY OIL COMPANY, INC. AMENDED AND RESTATED 1995 STOCK OPTION AND STOCK
APPRECIATION RIGHTS PLAN
(Full title of the plans)
Floyd C. Wilson
Chief Executive Officer, Chairman of the Board
3TEC Energy Corporation
Two Shell Plaza, 777 Walker Street, Suite 2400, Houston, Texas 77002
(713) 821-7100
(Name, address, and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
to be Registered to be Maximum Maximum Registration
Registered/1/ Offering Aggregate Fee
Price Per Offering
Share Price
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.02 per share
under the:
3TEC Energy Corporation
2000 Stock Option Plan 2,000,000/(1)/ $ 14.00/(2)/ $28,000,000 $ 7,392.00
3TEC Energy Corporation
1999 Stock Option Plan 500,000/(1)/ $ 14.00/(2)/ $ 7,000,000 $ 1,848.00
Middle Bay Oil Company,
Inc. Amended and Restated
1995 Stock Option and Stock
Appreciation Rights Plan 500,000/(1)/ $ 14.00/(2)/ $ 7,000,000 $ 1,848.00
------------------------------------------------------------------------------------------------------
Total 3,000,000 $42,000,000 $11,088.00
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to each
plan as the result of any future stock split, stock dividend or similar
adjustment to the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended, based on the average of the high ($14.25) and low ($13.75) sales prices
for the Common Stock on October 30, 2000, as reported for such date on the
Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Prospectus filed on June 28, 2000, pursuant to Rule
424(b) under the Securities Act of 1933;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above. These documents include, but are not limited to, the
following:
Annual Report on Form 10-KSB40 for the year ended December 31, 1999, filed
with the SEC on March 30, 2000;
Current Report on Form 8-K/A, filed with the SEC on January 13, 2000;
Current Report on Form 8-K, filed with the SEC on February 4, 2000;
Current Report on Form 8-K, filed with the SEC on April 3, 2000;
Current Report on Form 8-K, filed with the SEC on April 25, 2000;
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000, filed
with the SEC on May 15, 2000;
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000, filed
with the SEC on August 14, 2000.
(c) The description of our common stock contained in our registration
statement on Form 10-SB, filed on April 30, 1993, including any amendment or
report filed for the purpose of updating the description, and also as described
by the Description of Capital Stock section contained in our registration
statement on Form S-2, as filed with the SEC on April 28, 2000 (File No. 333-
35914) and as amended on Form S-2/A, as filed with the SEC on June 6, 2000 and
as further amended on Form S-2/A, as filed with the SEC on June 23, 2000, and as
described in the Registrant's Prospectus filed on June 28, 2000 (File No. 333-
35914) pursuant to Rule 424(b) under the Securities Act of 1933.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 after the date hereof, and
prior to the filing of a post-effective amendment which indicates that the
securities offered hereby have been sold or which deregisters the securities
covered hereby then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof commencing on
the respective dates on which such documents are filed.
ITEM 4 DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The opinion of counsel as to the legality of the securities being
registered is given by Hinkle Elkouri Law Firm L.L.C. David S. Elkouri, a
member of Hinkle Elkouri Law Firm L.L.C., is also the Secretary of the
Registrant.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation in a derivative action), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action, had
no reasonable cause to believe their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Article EIGHTH of the Registrant's Certificate of Incorporation provides
for indemnification of the Registrant's directors, officers, employees or agents
to the full extent permitted under the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article NINTH of the Registrant's Certificate of Incorporation provides for
the limitation or elimination of personal liability of its directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director to the fullest extent permitted by the Delaware General
Corporation Law.
These provisions in our certificate of incorporation may reduce the
likelihood of derivative litigation against our officers and directors and may
discourage or deter our stockholders or management from bringing a lawsuit
against our officers and directors for
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breach of their duty of care, even though the action, if successful, might
otherwise have benefitted us and our stockholders.
These provisions in our certificate of incorporation do not alter the
liability of our officers and directors under federal securities laws and do not
affect the right to sue under federal securities laws for violations thereof.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Description
------- ----------------------------------------------------------------
5.1 Opinion of Hinkle Elkouri Law Firm L.L.C.
23.1 Consent of KPMG LLP (Independent Accountants)
23.2 Consent of Hinkle Elkouri Law Firm L.L.C. (Included in the
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 3TEC Energy Corporation 2000 Stock Option Plan
99.2 Amendment No. 1 to 3TEC Energy Corporation 2000 Stock
Option Plan dated June 1, 2000
99.3 3TEC Energy Corporation 1999 Stock Option Plan
99.4 Amendment No. 1 to 3TEC Energy Corporation 1999 Stock
Option Plan dated June 1, 2000
99.5 Middle Bay Oil Company, Inc. Amended and Restated 1995
Stock Option and Stock Appreciation Rights Plan
99.6 Amendment No. 1 Middle Bay Oil Company, Inc. Amended and
Restated 1995 Stock Option and Stock Appreciation Rights Plan
dated June 18, 1998
3
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99.7 Amendment No. 1 to Middle Bay Oil Company, Inc. Amended and
Restated 1995 Stock Option and Stock Appreciation Rights Plan
dated August 24, 1999
99.8 Amendment No. 3 to Middle Bay Oil Company, Inc. Amended and
Restated 1995 Stock Option and Stock Appreciation Rights Plan
dated June 1, 2000
ITEM 9. UNDERTAKINGS
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 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 the 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 the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (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
Securities and Exchange Commission by the Registrant 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may
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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 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 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 November 6, 2000.
3TEC Energy Corporation
(Registrant)
By: /s/ Floyd C. Wilson
-------------------------------
Floyd C. Wilson
Chief Executive Officer
Chairman of the Board
(Signature and Title)
Each person whose signature appears below authorizes Floyd C. Wilson as
attorney-in-fact with full power of substitution, to execute in the name and on
behalf of each 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.
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.
Signature: Title: Date
---------- ------ ----
/s/ Floyd C. Wilson Chairman of the Board, Chief Executive 11/6/2000
---------------------- Officer, Director
Floyd C. Wilson
/s/ R.A. Walker President, Chief Financial Officer, 11/6/2000
---------------------- Director
R. A. Walker
/s/ Stephen W. Herod Executive Vice President - Corporate 11/6/2000
---------------------- Development, Treasurer, Assistant Secretary,
Stephen W. Herod Director
/s/ Shane M. Bayless Vice President, Controller 11/6/2000
----------------------
Shane M. Bayless
/s/ D. Martin Phillips Director 11/6/2000
----------------------
D. Martin Phillips
/s/ David B. Miller Director 11/6/2000
----------------------
David B. Miller
/s/ Gary R. Christopher Director 11/6/2000
----------------------
Gary R. Christopher
/s/ Larry L. Helm Director 11/6/2000
----------------------
Larry L. Helm
6
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INDEX TO EXHIBITS
Exhibit
Number Description
------- ---------------------------------------------------------------
5.1 Opinion of Hinkle Elkouri Law Firm L.L.C.
23.1 Consent of KPMG LLP (Independent Accountants)
23.2 Consent of Hinkle Elkouri Law Firm L.L.C. (Included in the
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 3TEC Energy Corporation 2000 Stock Option Plan
99.2 Amendment No. 1 to 3TEC Energy Corporation 2000 Stock
Option Plan dated June 1, 2000
99.3 3TEC Energy Corporation 1999 Stock Option Plan
99.4 Amendment No. 1 to 3TEC Energy Corporation 1999 Stock
Option Plan dated June 1, 2000
99.5 Middle Bay Oil Company, Inc. Amended and Restated 1995
Stock Option and Stock Appreciation Rights Plan
99.6 Amendment No. 1 Middle Bay Oil Company, Inc. Amended and
Restated 1995 Stock Option and Stock Appreciation Rights Plan
dated June 18, 1998
99.7 Amendment No. 1 to Middle Bay Oil Company, Inc. Amended and
Restated 1995 Stock Option and Stock Appreciation Rights Plan
dated August 24, 1999
99.8 Amendment No. 3 Middle Bay Oil Company, Inc. Amended and
Restated 1995 Stock Option and Stock Appreciation Rights Plan
dated June 1, 2000
7
