As filed with the Securities and Exchange Commission on September 27, 1999
Registration No. 33- 67332
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Post-Effective Amendment No. 1
to
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)
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement (No.
33-67332) is being filed solely for the purpose of amending an exhibit.
<PAGE>
II-2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits
Exhibit
Number Exhibits
- ------ --------
*4.1 Stone Energy Corporation 1993 Nonemployee Directors' Stock Option Plan
*4.2 Form of Nonemployee Directors' Stock Option Agreement
4.3 Stone Energy Corporation 1993 Stock Option Plan, as amended and restated
*4.4 Form of Incentive Stock Option Agreement
*4.5 Form of Nonstatutory Stock Option Agreement
*5.1 Opinion of Vinson & Elkins L.L.P. regarding legality
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5)
*24 Powers of Attorney
- -------------
* Previously filed
<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
- ----------------------- September 27, 1999
James H. Prince Vice President, Chief
Financial 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
- ------------------------
B.J. Duplantis Director September 27, 1999
<PAGE>
2
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- --------- --------
*4.1 Stone Energy Corporation 1993 Nonemployee Directors' Stock Option Plan
*4.2 Form of Nonemployee Directors' Stock Option Agreement
4.3 Stone Energy Corporation 1993 Stock Option Plan, as amended and restated
*4.4 Form of Incentive Stock Option Agreement
*4.5 Form of Nonstatutory Stock Option Agreement
*5.1 Opinion of Vinson & Elkins L.L.P. regarding legality.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5)
*24 Powers of Attorney
- ----------
* Previously filed
EXHIBIT 4.3
STONE ENERGY CORPORATION
1993 STOCK OPTION PLAN
[As Amended and Restated]
I. Purpose of the Plan
The STONE ENERGY CORPORATION 1993 STOCK OPTION PLAN (the "Plan") is
intended to provide a means whereby certain employees of STONE ENERGY
CORPORATION, a Delaware corporation (the "Company"), and its subsidiaries may
develop a sense of proprietorship and personal involvement in the development
and financial success of the Company, and to encourage them to remain with and
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its stockholders. Accordingly, the Company may
grant to certain employees ("Optionees") the option ("Option") to purchase
shares of the common stock of the Company ("Stock"), as hereinafter set forth.
Options granted under the Plan may be either incentive stock options, within the
meaning of section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), ("Incentive Stock Options") or options which do not constitute
Incentive Stock Options.
The Plan as set forth herein constitutes an amendment and restatement
of the Plan as previously adopted by the Company, and shall supersede and
replace in its entirety such previously adopted plan. This amendment and
restatement of the Plan shall be effective as of May 15, 1997, provided this
amendment and restatement of the Plan is approved by the stockholders of the
Company on such date at the Company's 1997 Annual Meeting of Stockholders. If
this amendment and restatement of the Plan is not so approved by the
stockholders, then no Options shall be granted under the Plan on or after May
15, 1997.
II. Administration
The Plan shall be administered by a committee (the "Committee") of, and
appointed by, the Board of Directors of the Company (the "Board"), and the
Committee shall be comprised solely of two or more directors who are both (a)
outside directors (within the meaning of section 162(m) of the Code and
applicable interpretive authority thereunder), and (b) nonemployee directors
(within the meaning of Rule 16b-3, as currently in effect or as hereinafter
modified or amended ("Rule 16b-3"), promulgated under the Securities Exchange
Act of 1934, as amended (the "1934 Act")). The Committee shall have sole
authority to select the Optionees from among those individuals eligible
hereunder and to establish the number of shares which may be issued under each
Option; provided, however, that, notwithstanding any provision in the Plan to
the contrary, the maximum number of shares that may be subject to Options
granted under the Plan to an individual Optionee during any calendar year may
not exceed 100,000 (subject to adjustment in the same manner as provided in
Paragraph VIII hereof with respect to shares of Stock subject to Options then
outstanding). The limitation set forth in the preceding sentence shall be
applied in a manner which will permit compensation generated under the Plan to
constitute "performance-based" compensation for purposes of section 162(m) of
the Code, including, without limitation, counting against such maximum number of
shares, to the extent required under section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Options that are
canceled or repriced. In selecting the Optionees from among individuals eligible
hereunder and in establishing the number of shares that may be issued under each
Option, the Committee may take into account the nature of the services rendered
by such individuals, their present and potential contributions to the Company's
success and such other factors as the Committee in its discretion shall deem
relevant. The Committee is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, consistent with the provisions of the
Plan, as it may deem advisable to carry out the Plan. All decisions made by the
Committee in selecting the Optionees, in establishing the number of shares which
may be issued under each Option and in construing the provisions of the Plan
shall be final.
III. Option Agreements
(a) Each Option shall be evidenced by a written agreement between the
Company and the Optionee ("Option Agreement") which shall contain such terms and
conditions as may be approved by the Committee. The terms and conditions of the
respective Option Agreements need not be identical. Specifically, an Option
Agreement may provide for the surrender of the right to purchase shares under
the Option in return for a payment in cash or shares of Stock or a combination
of cash and shares of Stock equal in value to the excess of the fair market
value of the shares with respect to which the right to purchase is surrendered
over the option price therefor ("Stock Appreciation Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe; provided,
that, except as provided in Subparagraph VIII(c) hereof, the Committee shall
retain final authority (i) to determine whether an Optionee shall be permitted,
or (ii) to approve an election by an Optionee, to receive cash in full or
partial settlement of Stock Appreciation Rights. Moreover, an Option Agreement
may provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Stock (plus cash if necessary) having a fair
market value equal to such option price. Further, an Option Agreement may
provide for a "cashless exercise" of the Option pursuant to procedures
established by the Committee (as the same may be amended from time to time).
(b) For all purposes under the Plan, the fair market value of a share
of Stock on a particular date shall be equal to the mean of the high and low
sales prices of the Stock (i) reported by the National Market System of NASDAQ
on that date or (ii) if the Stock is listed on a national stock exchange,
reported on the stock exchange composite tape on that date; or, in either case,
if no prices are reported on that date, on the last preceding date on which such
prices of the Stock are so reported. If the Stock is traded over the counter at
the time a determination of its fair market value is required to be made
hereunder, its fair market value shall be deemed to be equal to the average
between the reported high and low or closing bid and asked prices of Stock on
the most recent date on which Stock was publicly traded. In the event Stock is
not publicly traded at the time a determination of its value is required to be
made hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.
(c) Each Option and all rights granted thereunder shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, and shall be exercisable during the Optionee's lifetime only
by the Optionee or the Optionee's guardian or legal representative.
IV. Eligibility of Optionee
Options may be granted only to individuals who are employees (including
officers and directors who are also employees) of the Company or any parent or
subsidiary corporation (as defined in section 424 of the Code) of the Company at
the time the Option is granted; provided, however, that members of the Committee
shall not be eligible to be granted Options. Options may be granted to the same
individual on more than one occasion. No Incentive Stock Option shall be granted
to an individual if, at the time the Option is granted, such individual owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the fair market value of the Stock
subject to the Option and (ii) such Option by its terms is not exercisable after
the expiration of five years from the date of grant. To the extent that the
aggregate fair market value (determined at the time the respective Incentive
Stock Option is granted) of stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year
under all incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such excess Incentive Stock Options
shall be treated as Options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code,
Treasury Regulations and other administrative pronouncements, which of an
Optionee's Incentive Stock Options will not constitute Incentive Stock Options
because of such limitation and shall notify the Optionee of such determination
as soon as practicable after such determination.
V. Shares Subject to the Plan
The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 1,170,000 shares of Stock. Such shares
may consist of authorized but unissued shares of Stock or previously issued
shares of Stock reacquired by the Company. Any of such shares which remain
unissued and which are not subject to outstanding Options at the termination of
the Plan shall cease to be subject to the Plan, but, until termination of the
Plan, the Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan. Should any Option hereunder expire
or terminate prior to its exercise in full, the shares theretofore subject to
such Option may again be subject to an Option granted under the Plan to the
extent permitted under Rule 16b-3. The aggregate number of shares which may be
issued under the Plan shall be subject to adjustment in the same manner as
provided in Paragraph VIII hereof with respect to shares of Stock subject to
Options then outstanding. Exercise of an Option in any manner, including an
exercise involving a Stock Appreciation Right, shall result in a decrease in the
number of shares of Stock which may thereafter be available, both for purposes
of the Plan and for sale to any one individual, by the number of shares as to
which the Option is exercised. Separate stock certificates shall be issued by
the Company for those shares acquired pursuant to the exercise of an Incentive
Stock Option and for those shares acquired pursuant to the exercise of any
Option which does not constitute an Incentive Stock Option.
VI. Option Price
The purchase price of Stock issued under each Option shall be
determined by the Committee, but such purchase price shall not be less than the
fair market value of Stock subject to the Option on the date the Option is
granted.
VII. Term of Plan
The Plan originally became effective on July 8, 1993 (the "Original
Effective Date"). This amendment and restatement of the Plan shall be effective
as provided in Paragraph I. Except with respect to Options then outstanding, if
not sooner terminated under the provisions of Paragraph IX, the Plan shall
terminate upon and no further Options shall be granted after the expiration of
ten years from the Original Effective Date.
VIII. Recapitalization or Reorganization
(a) The existence of the Plan and the Options granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.
(b) The shares with respect to which Options may be granted are shares
of Stock as presently constituted, but if, and whenever, prior to the expiration
of an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event
of an increase in the number of outstanding shares shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (ii) in the event of a reduction in the number of outstanding shares shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
(c) If the Company recapitalizes, reclassifies its capital stock, or
otherwise changes its capital structure (a "recapitalization"), the number and
class of shares of Stock covered by an Option theretofore granted shall be
adjusted so that such Option shall thereafter cover the number and class of
shares of stock and securities to which the Optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to the
recapitalization, the Optionee had been the holder of record of the number of
shares of Stock then covered by such Option. If (i) the Company shall not be the
surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity), (ii) the Company sells, leases or
exchanges all or substantially all of its assets to any other person or entity,
(iii) the Company is to be dissolved and liquidated, (iv) any person or entity,
including a "group" as contemplated by Section 13(d)(3) of the 1934 Act,
acquires or gains ownership or control (including, without limitation, power to
vote) of more than 50% of the outstanding shares of the Company's voting stock
(based upon voting power), or (v) as a result of or in connection with a
contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board (each
such event is referred to herein as a "Corporate Change"), no later than (a) ten
days after the approval by the stockholders of the Company of such merger,
consolidation, reorganization, sale, lease or exchange of assets or dissolution
or such election of directors or (b) thirty days after a change of control of
the type described in Clause (iv), the Committee, acting in its sole discretion
without the consent or approval of any Optionee, shall act to effect one or more
of the following alternatives, which may vary among individual Optionees and
which may vary among Options held by any individual Optionee: (1) accelerate the
time at which Options then outstanding may be exercised so that such Options may
be exercised in full for a limited period of time on or before a specified date
(before or after such Corporate Change) fixed by the Committee, after which
specified date all unexercised Options and all rights of Optionees thereunder
shall terminate, (2) require the mandatory surrender to the Company by selected
Optionees of some or all of the outstanding Options held by such Optionees
(irrespective of whether such Options are then exercisable under the provisions
of the Plan) as of a date, before or after such Corporate Change, specified by
the Committee, in which event the Committee shall thereupon cancel such Options
and the Company shall pay to each Optionee an amount of cash per share equal to
the excess, if any, of the amount calculated in Subparagraph (d) below (the
"Change of Control Value") of the shares subject to such Option over the
exercise price(s) under such Options for such shares, (3) make such adjustments
to Options then outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may determine in its
sole discretion that no adjustment is necessary to Options then outstanding) or
(4) provide that the number and class of shares of Stock covered by an Option
theretofore granted shall be adjusted so that such Option shall thereafter cover
the number and class of shares of stock or other securities or property
(including, without limitation, cash) to which the Optionee would have been
entitled pursuant to the terms of the agreement of merger, consolidation or sale
of assets and dissolution if, immediately prior to such merger, consolidation or
sale of assets and dissolution, the Optionee had been the holder of record of
the number of shares of Stock then covered by such Option.
(d) For the purposes of clause (2) in Subparagraph (c) above, the
"Change of Control Value" shall equal the amount determined in clause (i), (ii)
or (iii), whichever is applicable, as follows: (i) the per share price offered
to stockholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to stockholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place, or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options. In the
event that the consideration offered to stockholders of the Company in any
transaction described in this Subparagraph (d) or Subparagraph (c) above
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than
cash.
(e) Any adjustment provided for in Subparagraphs (b) or (c) above shall
be subject to any required stockholder action.
(f) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or the purchase
price per share.
IX. Amendment or Termination of the Plan
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided, that no change in any Option theretofore granted may be
made which would impair the rights of the Optionee without the consent of such
Optionee; and provided, further, that the Board may not, without the approval of
the stockholders of the Company, make any alteration or amendment which would
(a) increase the aggregate number of shares which may be issued pursuant to the
provisions of the Plan or (b) change the class of individuals eligible to
receive Options under the Plan.
X. Securities Laws
(a) The Company shall not be obligated to issue any Stock pursuant to
any Option granted under the Plan at any time when the offering of the shares
covered by such Option have not been registered under the Securities Act of 1933
and such other state and federal laws, rules or regulations as the Company or
the Committee deems applicable and, in the opinion of legal counsel for the
Company, there is no exemption from the registration requirements of such laws,
rules or regulations available for the offering and sale of such shares.
(b) It is intended that the Plan and any grant of an Option made to a
person subject to Section 16 of the 1934 Act meet the requirements of Rule 16b-3
so that any transaction under the Plan involving a grant, award, or other
acquisition from the Company or disposition to the Company is exempt from
Section 16(b) of the 1934 Act. If any provision of the Plan or any such Option
would result in any such transaction not being exempt from Section 16(b) of the
1934 Act, such provision or Option shall be construed or deemed amended so that
such transaction will be exempt from Section 16(b) of the 1934 Act.
