As filed with the Securities and Exchange Commission on September 27, 1999
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
STONE ENERGY CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 72-1235413
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
(318) 237-0410
(Address of principal executive offices)
STONE ENERGY CORPORATION
1993 STOCK OPTION PLAN
(Full title of plan)
Andrew L. Gates, III
Vice President - Legal and General Counsel
625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
(Name and address of agent for service)
(318) 237-0410
(Telephone Number, including area code, of agent for service)
Copies to:
Alan P. Baden
Vinson & Elkins L.L.P.
1325 Avenue of the Americas
17th Floor
New York, New York 10019-6026
(917) 206-8000
(917) 206-8100 (fax)
--------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Offering Price Aggregate Amount of
Title of securities Amount to be Per Share Offering Registration
to be registered registered (1) Price (2) Fee
- --------------------------------------------------------------------------------
Common Stock 320,000 $41.45 $13,265,345 $3,688
================================================================================
(1) Calculated by dividing the proposed maximum aggregate offering price by the
amount to be registered.
<PAGE>
(2) The proposed maximum aggregate offering price has been estimated solely
for the purpose of calculating the registration fee pursuant to Rule
457(h)(i) of the Rules and Regulations of the Securities and Exchange
Commission under the Securities Act of 1933, as amended and is the sum
of (i) the product resulting from multiplying 181,000, the number of
additional shares registered by this Registration Statement to which
options have been granted (but not exercised) under the 1993 Stock
Option Plan, by $35.323 per share, the average exercise price of such
options and (ii) the product resulting from multiplying 139,000 the
number of additional shares registered by this Registration Statement
as to which options may be granted under the 1993 Stock Option Plan, by
$49.438, the average of the high and low prices of Common Stock as
reported on the New York Stock Exchange on September 22, 1999.
<PAGE>
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The contents of the Company's Registration Statement on Form S-8 (File
No. 33-67332), as filed with the Securities and Exchange Commission on August
12, 1993, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Lafayette, State of Louisiana on the 27th day of
September, 1999.
STONE ENERGY CORPORATION
By: /s/ James H. Prince
----------------------------
James H. Prince
Vice President, Chief Financial
Officer and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Peter Canty and James H. Prince and
each of them, any one of whom may act without the joinder of the others, as his
true and lawful attorney-in-fact to sign on his behalf and in the capacity
stated below and to file any and all amendments and post-effective amendments to
this registration statement, with all exhibits thereto, with the Securities and
Exchange Commission, which amendment or amendments may make such changes and
additions in this registration statement as such attorney-in-fact may deem
necessary or appropriate.
<PAGE>
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 indicated and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ James H. Stone
- ------------------
James H. Stone Chief Executive Officer September 27, 1999
and Chairman of the Board
(principal executive officer)
/s/ Joe R. Klutts
- -------------------
Joe R. Klutts Vice Chairman of the Board September 27, 1999
/s/ D. Peter Canty
- -------------------
D. Peter Canty President, Chief Operating September 27, 1999
Officer and Director
/s/ James H. Prince
- -------------------
James H. Prince Vice President, Chief Financial September 27, 1999
Officer and Treasurer
(principal financial officer)
/s/ J. Kent Pierret
- -------------------
J. Kent Pierret Vice President - Accounting, September 27, 1999
Chief Accounting Officer and Controller
(principal accounting officer)
/s/ David R. Voelker
- ---------------------
David R. Voelker Director September 27, 1999
/s/ John P. Laborde
- ----------------------
John P. Laborde Director September 27, 1999
/s/ Robert A. Bernhard
- -----------------------
Robert A. Bernhard Director September 27, 1999
/s/ Raymond B. Gary
- -----------------------
Raymond B. Gary Director September 27, 1999
/s/ B.J. Duplantis September 27, 1999
- -----------------------
B.J. Duplantis Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- ------- --------
4.1* Stone Energy Corporation 1993 Stock Option Plan, as amended and restated
(Incorporated by reference to Exhibit 4.3 to Registration Statement on
Form S-8 (No. 33-67332))
4.2* Form of Incentive Stock Option Agreement (Incorporated by reference to
Exhibit 10.12 to Registration Statement on Form S-1 (No. 33-62362))
4.3* Form of Nonstatutory Stock Option Agreement (Incorporated by reference
to Exhibit 10.12 to Registration Statement on Form S-1 (No. 33-62362)
5 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
- ---------
* Previously filed.
EXHIBIT 5
[VINSON & ELKINS L.L.P. LETTERHEAD]
September 27, 1999
Stone Energy Corporation
625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
RE: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Stone Energy Corporation, a Delaware
corporation (Stone), in connection with the preparation of the Registration
Statement on Form S-8 (the Registration Statement) to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(Act), with respect to 320,000 additional shares of Stone's common stock, par
value $.01 per share (the "Shares") to be issued under Stone's 1993 Stock Option
Plan (Plan).
We have examined such corporate records, other documents, and such
questions of law as we considered necessary or appropriate for purposes of this
opinion and, upon the basis of such examination, advise you that in our opinion
all necessary corporate proceedings by Stone have been duly taken to authorize
the issuance of the Shares pursuant to the Plan and that the Shares being
registered pursuant to the Registration Statement, when issued and paid for
under the Plan in accordance with the terms of the Plan, will be duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
Interests of Named Experts and Counsel in the Registration Statement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 relating to the Stone
Energy Corporation 1993 Stock Option Plan of our report dated March 2, 1999
included in Stone Energy Corporation's Form 10-K for the year ended December 31,
1998.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
September 27, 1999
