<PAGE> 1
As filed with the Securities and Exchange Commission on May 19, 2000.
Registration No. 333-
--------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LOUIS DREYFUS NATURAL GAS CORP.
(Name of Registrant as specified in its charter)
Oklahoma 73-1098614
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14000 QUAIL SPRINGS PARKWAY, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73134
(405) 749-1300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
-------------------------------------
LOUIS DREYFUS NATURAL GAS CORP.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Kevin R. White
14000 Quail Springs Parkway, Suite 600
Oklahoma City, Oklahoma 73134
(405) 749-1300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
J. Bradford Hammond, Esq.
Crowe & Dunlevy, A Professional Corporation
500 Kennedy Building
321 South Boston
Tulsa, Oklahoma 74103-3133
(918) 592-9800
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<TABLE>
CALCULATION OF REGISTRATION FEE
===============================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 500,000 $31.34 $15,670,000 $4,137
===============================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the
registration fee. A total of 500,000 shares have been reserved under the Registrants 2000
Employee Stock Purchase Plan and are being registered hereby. The proposed maximum
aggregate offering price has been calculated based on the average of the high and low sales
prices of the Common Stock as reported on the New York Stock Exchange for May 18, 2000,
which average price was $31.34 per share.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated October 19,
1993.
In addition, all documents subsequently filed by the Registrant 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 this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
This Registration of Statement covers only Common Stock, par value $0.01
per share, of the Registrant, which is registered under Section 12(b) of the
Securities Exchange Act of 1934. Accordingly, the information required
pursuant to Item 202 of Regulation S-K is not required to be included herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
There are no interests of any expert of counsel that are required to be
disclosed pursuant to Item 5.
<PAGE> 4
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, the Registrant's directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders. The provision in the Certificate of Incorporation does
not eliminate the duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Oklahoma law. However, such remedies may not be effective in
all cases. In addition, each director will continue to be subject to liability
for breach of the director's duty of loyalty to the Registrant, as well as
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Oklahoma law. The provision also does not
affect a director's responsibilities under any other law, such as the state or
federal securities laws.
Under Section 1031 of the Oklahoma General Corporation Act, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933 (the "Securities Act").
The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Oklahoma law. The Certificate of Incorporation requires the
Registrant to indemnify such persons against expenses, judgments, fines,
settlements and other amounts incurred in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an officer of the
Registrant or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and with respect to any
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect to any claim, issue or
matter as to which such person is adjudged to be liable to the Registrant,
unless and only to the extent that the court in which the action was brought
determines that such person is fairly and reasonably entitled to indemnity for
expenses.
The Registrant has entered into Indemnification Agreements with each
director of the Registrant which require the Registrant to indemnify such
persons against certain liabilities and expenses incurred by any such persons
by reason of their status or service as directors or officers of the
Registrant and which set forth procedures that will apply in the event of a
claim for indemnification under such agreements. The Indemnification
Agreements also require that the Registrant use commercially reasonable
efforts to maintain policies of directors' liability insurance. The
Registrant's directors and officers are covered by directors and officers
insurance policies providing insurance protection for liabilities specified in
such policies.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
There are no restricted securities being offered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation, on
legality of securities.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Crowe & Dunlevy, A Professional Corporation (included
in Exhibit 5.1).
24.1 Powers of Attorney.
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 the undertakings set forth in paragraphs (1)(I)
and (1)(ii) above 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
this 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.
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(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
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 provisions referred to in Item 6 of the
Registration Statement, 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 Securities Act of 1933 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 Securities Act of 1933 and
will be governed by the final adjudication of such issue.
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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 in the City of Oklahoma City, State of Oklahoma on
May 19, 2000.
LOUIS DREYFUS NATURAL GAS CORP.
By: /s/ Jeffrey A. Bonney
---------------------------------
Jeffrey A. Bonney
Executive Vice President and Chief
Financial Officer
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.
<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
Mark E. Monroe * President, Chief Executive Officer and May 19, 2000
- ------------------------- Director (principal executive officer)
Mark E. Monroe
Richard E. Bross * Executive Vice President and Director May 19, 2000
- --------------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Executive Vice President and Chief May 19, 2000
- -------------------------- Financial Officer (principal financial
Jeffrey A. Bonney and accounting officer)
Simon B. Rich, Jr. * Chairman of the Board of Directors May 19, 2000
- --------------------------
Simon B. Rich, Jr.
Mark E. Andrews, III * Director May 19, 2000
- --------------------------
Mark E. Andrews, III
E. William Barnett * Director May 19, 2000
- --------------------------
E. William Barnett
Daniel R. Finn, Jr. * Director May 19, 2000
- --------------------------
Daniel R. Finn, Jr.
Peter G. Gerry * Director May 19, 2000
- --------------------------
Peter G. Gerry
John H. Moore * Director May 19, 2000
- --------------------------
John H. Moore
</TABLE>
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<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
James R. Paul * Director May 19, 2000
- --------------------------
James R. Paul
Nancy K. Quinn * Director May 19, 2000
- --------------------------
Nancy K. Quinn
*By: /s/ Jeffrey A. Bonney
-------------------------
Jeffrey A. Bonney
Attorney in Fact
</TABLE>
<PAGE>
<PAGE> 9
INDEX TO EXHIBITS
-----------------
Exhibit
No. Description
--- -----------
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation, on
legality of securities.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Crowe & Dunlevy, A Professional Corporation included in
Exhibit 5.1).
24.1 Powers of Attorney.
<PAGE> 1
Exhibit 5.1
May 19, 2000
Louis Dreyfus Natural Gas Corp.
14000 Quail Springs Parkway, Suite 600
Oklahoma City, Oklahoma 73134
Re: Louis Dreyfus Natural Gas Corp. - Registration Statement on
Form S-8 Relating to 500,000 Shares of Common Stock in
Connection with the Louis Dreyfus Natural Gas Corp. 2000
Employee Stock Purchase Plan
Ladies and Gentlemen:
On February 7, 2000, the Board of Directors of Louis Dreyfus Natural Gas
Corp. (the Company) authorized and on May 16, 2000 the shareholders of the
Company approved the adoption of the Company's 2000 Employee Stock Purchase
Plan (the Plan). A total of 500,000 shares (the Shares) of common stock,
$0.01 par value per share, of the Company are issuable pursuant to the Plan.
You have requested our advice with respect to the legality of the Shares
issuable in connection with the Plan.
We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all
documents and other instruments we have deemed necessary to express the
opinions hereinafter set forth. We have assumed the accuracy and completeness
of such documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is
our opinion that the Shares that may be issued in connection with the Plan
will, upon payment therefor and delivery thereof in accordance with the Plan,
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement.
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By:/s/ J. Bradford Hammond
---------------------------
J. Bradford Hammond
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-_______) pertaining to the Louis Dreyfus Natural Gas Corp.
2000 Employee Stock Purchase Plan and in the related Prospectus (not included
herein) of our report dated February 7, 2000, with respect to the consolidated
financial statements and schedule of Louis Dreyfus Natural Gas Corp. included
in its Annual Report on Form 10-K for the year ended December 31, 1999, filed
with the Securities and Exchange Commission. We also consent to the reference
to our firm in the Summary Plan Description included in the related Prospectus
(not included herein).
ERNST & YOUNG, LLP
Oklahoma City, Oklahoma
May 15, 2000
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Jeffrey A. Bonney and Kevin R. White, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 under the Securities
Act of 1933 of Louis Dreyfus Natural Gas Corp. (the Corporation) relating to
500,000 shares reserved for issuance pursuant to the 2000 Employee Stock
Purchase Plan of the Corporation, and any and all amendments thereto
(including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
DATED this 19th day of May, 2000.
<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
/s/ Mark E. Monroe * President, Chief Executive Officer and May 19, 2000
- ------------------------- Director (principal executive officer)
Mark E. Monroe
/s/ Richard E. Bross * Executive Vice President and Director May 19, 2000
- --------------------------
Richard E. Bross
/s/ Jeffrey A. Bonney Executive Vice President and Chief May 19, 2000
- -------------------------- Financial Officer (principal financial
Jeffrey A. Bonney and accounting officer)
/s/ Simon B. Rich, Jr. * Chairman of the Board of Directors May 19, 2000
- --------------------------
Simon B. Rich, Jr.
/s/ Mark E. Andrews, III * Director May 19, 2000
- --------------------------
Mark E. Andrews, III
/s/ E. William Barnett * Director May 19, 2000
- --------------------------
E. William Barnett
/s/ Daniel R. Finn, Jr. * Director May 19, 2000
- --------------------------
Daniel R. Finn, Jr.
/s/ Peter G. Gerry * Director May 19, 2000
- --------------------------
Peter G. Gerry
/s/ John H. Moore * Director May 19, 2000
- --------------------------
John H. Moore
</TABLE>
<PAGE> 2
<TABLE>
<C> <C> <C>
Name Position Date
- ---- -------- ----
/s/ James R. Paul * Director May 19, 2000
- --------------------------
James R. Paul
/s/ Nancy K. Quinn * Director May 19, 2000
- --------------------------
Nancy K. Quinn
*By: /s/ Jeffrey A. Bonney
-------------------------
Jeffrey A. Bonney
Attorney in Fact
</TABLE>
