<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1133047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(Address of principal executive offices, including zip code)
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NEWFIELD EXPLORATION COMPANY 1998 OMNIBUS STOCK PLAN
(Full title of the plan)
TERRY W. RATHERT
VICE PRESIDENT-PLANNING AND ADMINISTRATION
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(Name and address of agent for service)
(281) 847-6000
(Telephone number, including area code, of agent for service)
Copy to:
JAMES H. WILSON
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
(713) 758-2222
(713) 758-2346 (FAX)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate registration fee
registered per share* offering price*
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,000,000 shares $ 21.75 $ 21,750,000 $6,417
======================================================================================================================
</TABLE>
*Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c), using the average of the
high and low prices reported on the New York Stock Exchange for the Common
Stock on July 15, 1998.
---------------------
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Newfield Exploration Company, a
Delaware corporation (the "Company"), under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), (File No. 1-12534) are incorporated
herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31,
1997;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; and
(c) description of the Company's Common Stock, par value $.01 per
share ("Common Stock"), contained in the Registration
Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on November 4, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Registration Statement, to the extent and for
the periods indicated in their reports, have been audited by
PricewaterhouseCoopers LLP, independent public accountants, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
Certain information incorporated by reference in this Registration
Statement relating to the Company's proved oil and gas reserves and future net
cash flows therefrom is derived from estimates prepared by Ryder Scott Company,
Petroleum Engineers, and is incorporated by reference herein in reliance upon
such firm as experts with respect to such matters.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in right of the corporation), brought against them by reason of the fact
that they were or are such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such action, suit or proceeding. Article Seventh of
the Company's Second Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), together with Article VI of its Restated
Bylaws (the "Bylaws") provide for indemnification of each person who is or was
made a party to any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding because such person is, was or has
agreed to become an officer or director of the Company or is a person who is or
was serving or has agreed to serve at the request of the Company as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another corporation or of a partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise to the fullest
extent permitted by the DGCL as it existed at the time the indemnification
provisions of the Certificate of Incorporation and Bylaws were adopted or as
may be thereafter amended. Article VI of the Bylaws expressly provides that it
is not the exclusive method of indemnification.
Article Seventh of the Certificate of Incorporation and Article VI of the
Bylaws also provide that the Company may maintain insurance, at its own
expense, to protect itself and any director, officer, employee or agent of the
Company or of another entity against any expense, liability or loss, regardless
of whether the Company would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
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<PAGE> 3
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (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 which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article Seventh of the Certificate of Incorporation
contains such a provision.
Article VI of the Company's Restated Bylaws provides that the Company may
maintain insurance at its expense, to protect itself and any of its directors,
officers, employees or agents or any person serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the DGCL.
Howard H. Newman, a director of the Company and a Managing Director of E.M.
Warburg, Pincus & Co., LLC ("Warburg"), is indemnified by an affiliate of
Warburg against certain liabilities that he may incur as a result of his
serving as director of the Company.
Thomas G. Ricks, a director of the Company and President and Chief
Executive Officer of The University of Texas Investment Management Company
("UTIMCO"), is indemnified by UTIMCO against certain liabilities that he may
incur as a result of his serving as a director of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
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<S> <C>
4.1.1 - Newfield Exploration Company 1998 Omnibus Stock Plan.
4.1.2 - Amendment of 1998 Omnibus Stock Plan, dated May 7, 1998.
4.2 - Second Restated Certificate of Incorporation of Newfield Exploration Company
(incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (Registration No. 33-69540)).
4.2.1 - Certificate of Amendment to Second Restated Certificate of Incorporation of the Company
dated May 15, 1997 (incorporated by reference to Exhibit 3.1.1 to the Company's
Registration Statement on Form S-3 (Registration No. 333-32582)).
4.3 - Restated Bylaws of Newfield Exploration Company (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994).
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3 - Consent of Ryder Scott Company.
24.1 - Power of Attorney (included on the signature page to this Registration Statement).
</TABLE>
UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
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<PAGE> 4
(b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) That, for the purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 and will be governed
by the final adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 the 17th day of July,
1998.
NEWFIELD EXPLORATION COMPANY
By: /s/ TERRY W. RATHERT
-----------------------------------------------
Terry W. Rathert
Vice President-Planning and Administration
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joe B. Foster and Terry W. Rathert, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney- in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 17th day of July, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ JOE B. FOSTER Chairman of the Board, President and Chief Executive Officer
- -------------------------------- (Principal Executive Officer)
Joe B. Foster
/s/ ROBERT W. WALDRUP Vice President - Operations and Director
- --------------------------------
Robert W. Waldrup
/s/ TERRY W. RATHERT Vice President-Planning and Administration and Secretary
- -------------------------------- (Principal Financial Officer)
Terry W. Rathert
/s/ RONALD P. LEGE Controller and Assistant Secretary (Principal Accounting Offic
- --------------------------------
Ronald P. Lege
/s/ CHARLES W. DUNCAN, JR. Director
- --------------------------------
Charles W. Duncan, Jr.
Director
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Howard H. Newman
/s/ THOMAS G. RICKS Director
- --------------------------------
Thomas G. Ricks
/s/ C. E. SHULTZ Director
- --------------------------------
C. E. Shultz
/s/ TERRY HUFFINGTON Director
- --------------------------------
Terry Huffington
/s/ DENNIS R. HENDRIX Director
- --------------------------------
Dennis R. Hendrix
/s/ PHILIP J. BURGUIERES Director
- --------------------------------
Philip J. Burguieres
/s/ JOHN C. SAWHILL Director
- --------------------------------
John C. Sawhill
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1.1 - Newfield Exploration Company 1998 Omnibus Stock Plan.
4.1.2. - Amendment of 1998 Omnibus Stock Plan, dated May 7, 1998.
4.2 - Second Restated Certificate of Incorporation of Newfield Exploration
Company (incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-69540)).
4.2.1 - Certificate of Amendment to Second Restated Certificate of Incorporation of
the Company dated May 15, 1997 (incorporated by reference to Exhibit 3.1.1
to the Company's Registration Statement on Form S-3 (Registration
No. 333-32582)).
4.3 - Restated Bylaws of Newfield Exploration Company (incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994).
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.3 - Consent of Ryder Scott Company.
24.1 - Power of Attorney (included on the signature page to this Registration
Statement).
</TABLE>
<PAGE> 1
EXHIBIT 4.1.1
NEWFIELD EXPLORATION COMPANY
1998 OMNIBUS STOCK PLAN
I. PURPOSE
The purpose of the NEWFIELD EXPLORATION COMPANY 1998 OMNIBUS STOCK PLAN
(the "Plan") is to provide a means through which NEWFIELD EXPLORATION COMPANY, a
Delaware corporation (the "Company"), and its subsidiaries may attract able
persons to enter the employ of the Company and to provide a means whereby
employees can acquire and maintain stock ownership, thereby strengthening their
concern for the welfare of the Company and their desire to remain in its employ.
A further purpose of the Plan is to provide employees with additional incentive
and reward opportunities designed to enhance the profitable growth of the
Company. Accordingly, the Plan provides for granting Incentive Stock Options,
options that do not constitute Incentive Stock Options, Restricted Stock Awards
or any combination of the foregoing, as is best suited to the circumstances of
the particular employee as provided herein.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:
(a) "AWARD" means, individually or collectively, any Option or
Restricted Stock Award.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CHANGE OF CONTROL" means the occurrence of any of the following
events: (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 other than a previously wholly-owned subsidiary of the Company), (ii) the
Company sells, leases or exchanges all or substantially all of its assets to any
other person or entity (other than a wholly-owned subsidiary of the Company),
(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 Exchange 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.
<PAGE> 2
(d) "CHANGE OF CONTROL VALUE" shall mean (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 Change of Control takes place, or (iii) if such Change of
Control occurs other than pursuant to a tender or exchange offer, the Fair
Market Value per share of the shares into which Awards are exercisable, as
determined by the Committee. In the event that the consideration offered to
stockholders of the Company consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the consideration
offered that is other than cash.
(e) "CODE" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to any section and any regulations under such
section.
(f) "COMMITTEE" means the Compensation Committee of the Board which
shall be (i) constituted so as to permit the Plan to comply with Rule 16b-3 and
(ii) constituted solely of "outside directors," within the meaning of section
162(m) of the Code and applicable interpretive authority thereunder.
(g) "COMPANY" means Newfield Exploration Company.
(h) "DIRECTOR" means an individual elected to the Board by the
stockholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.
(i) An "EMPLOYEE" means any person (including an officer or a Director)
in an employment relationship with the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code).
(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(k) "FAIR MARKET VALUE" means, as of any specified date, the mean of
the reported high and low sales prices of the Stock on that date on the
principal stock exchange, if any, on which the Stock is then traded, or 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.
(l) "HOLDER" means an employee who has been granted an Award.
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<PAGE> 3
(m) "INCENTIVE STOCK OPTION" means an incentive stock option within the
meaning of section 422 of the Code.
(n) "OPTION" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Stock and Options to purchase
Stock that do not constitute Incentive Stock Options.
(o) "OPTION AGREEMENT" means a written agreement between the Company
and a Holder with respect to an Option.
(p) "PLAN" means the Newfield Exploration Company 1998 Omnibus Stock
Plan, as amended from time to time.
(q) "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.
(r) "RESTRICTED STOCK AWARD" means an Award granted under Paragraph
VIII of the Plan.
(s) "RULE 16B-3" means SEC Rule 16b-3 promulgated under the Exchange
Act, as such may be amended from time to time, and any successor rule,
regulation or statute fulfilling the same or a similar function.
(t) "SEC" means the Securities and Exchange Commission.
(u) "SECURITIES ACT" means the Securities Act of 1933, as amended.
(v) "STOCK" means Common Stock, par value $.01, of the Company.
(w) "TREASURY REGULATIONS" means regulations issued by the Department
of the Treasury applicable to the Code.
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the stockholders of the Company within twelve
months thereafter and on or prior to the date of the first annual meeting of
stockholders of the Company held subsequent to the acquisition of an equity
security by a Holder hereunder for which exemption is claimed under Rule 16b-3.
No further Awards may be granted under the Plan after the expiration of ten
years from the date of its adoption by the Board. The Plan shall remain in
effect until all Awards granted under the Plan have been satisfied or expired.
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<PAGE> 4
IV. ADMINISTRATION
(a) COMMITTEE. The Plan shall be administered by the Committee.
(b) POWERS. Subject to the provisions of the Plan, the Committee shall
have sole authority, in its discretion, to determine which employees shall
receive an Award, the time or times when such Award shall be made, whether an
Incentive Stock Option, nonqualified Option or Restricted Stock Award shall be
granted, and the number of shares of Stock which may be issued under each Option
or Restricted Stock Award. In making such determinations, the Committee may take
into account the nature of the services rendered by the respective employees,
their present and potential contribution to the Company's success and such other
factors as the Committee in its discretion shall deem relevant.
(c) ADDITIONAL POWERS. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, the Committee is authorized to construe the Plan
and the respective agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each Award, including
such terms, restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in any agreement relating to an Award in the manner
and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to in this Article IV
shall be conclusive.
V. GRANT OF OPTIONS AND RESTRICTED STOCK AWARDS;
SHARES SUBJECT TO THE PLAN
(a) STOCK GRANT AND AWARD LIMITS. The Committee may from time to time
grant Awards to one or more employees determined by it to be eligible for
participation in the Plan in accordance with the provisions of Paragraph VI.
Subject to Paragraph IX, the aggregate number of shares of Stock that may be
issued under the Plan shall not exceed 1,000,000 shares of Stock. Shares of
Stock shall be deemed to have been issued under the Plan only to the extent
actually issued and delivered pursuant to an Award. To the extent that an Award
lapses or the rights of its Holder terminate, any shares of Stock subject to
such Award shall again be available for the grant of an Award to the extent
permissible pursuant to Rule 16b-3. 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 that does not constitute an Incentive Stock Option. Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Stock
that may be subject to Awards granted to any one employee during any calendar
year is 100,000 shares of Stock and with no more than 50,000 shares of Stock
that may be subject to Restricted Stock Awards (subject to adjustment in the
same manner as provided in Paragraph IX with respect to shares of Stock subject
to Awards then outstanding). The limitation set forth in the preceding sentence
shall be applied in a manner that
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<PAGE> 5
will permit compensation generated in connection with Restricted Stock Awards
(to the extent that such Awards are intended by the Committee to constitute
"performance-based" compensation) or the exercise of Options 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
cancelled or repriced or shares subject to Restricted Stock Awards that are
forfeited. Further, notwithstanding any provision of the Plan to the contrary,
the maximum number of shares of Stock that may be granted as Restricted Stock
Awards under Paragraph VIII during the term of the Plan is 250,000 shares of
Stock (subject to adjustment in the same manner as provided in Paragraph IX with
respect to shares of Stock subject to Awards then outstanding).
(b) STOCK OFFERED. The stock to be offered pursuant to the grant of an
Award may be authorized but unissued Stock or Stock previously issued and
outstanding and reacquired by the Company.
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are
employees of the Company or one of its subsidiaries. Awards may not be granted
to any Director who is not an employee of the Company or one of its
subsidiaries. An Award may be granted on more than one occasion to the same
person, and, subject to the limitations set forth in the Plan, such Award may
include an Incentive Stock Option, an Option that is not an Incentive Stock
Option, a Restricted Stock Award or any combination thereof.
VII. STOCK OPTIONS
(a) OPTION PERIOD. The term of each Option shall be as specified by the
Committee at the date of grant.
(b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable
in whole or in such installments and at such times as determined by the
Committee.
(c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. 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
granted after 1986 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 Incentive Stock
Options shall be treated as options that 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. No Incentive
Stock Option shall be granted to an individual if, at the time the Option is
granted, such individual owns stock
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<PAGE> 6
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.
(d) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. Such Option Agreement may also include, without
limitation, provisions relating to (i) subject to the provisions hereof
accelerating such vesting on a Change of Control, vesting of Options, (ii) tax
matters (including provisions (y) permitting the delivery of additional shares
of Stock or the withholding of shares of Stock from those acquired upon exercise
to satisfy federal or state income tax withholding requirements and (z) dealing
with any other applicable employee wage withholding requirements), and (iii) any
other matters not inconsistent with the terms and provisions of the Plan that
the Committee shall in its sole discretion determine. Further, an Option
Agreement may authorize and provide for an Optionee to exercise the Option and
direct immediate market sale of any Stock thereby acquired pursuant to an
extension of credit by the Company to such Optionee for the aggregate exercise
price and upon such other terms and conditions as the Committee may determine.
Moreover, an Option Agreement may provide for the payment of the purchase price
of shares of Stock to be purchased upon the exercise of an Option or portion
thereof, in whole or in part, by delivery of a number of shares of Stock (plus
cash if necessary) having a Fair Market Value equal to such purchase price. The
terms and conditions of the respective Option Agreements need not be identical.
(e) OPTION PRICE AND PAYMENT. The price at which a share of Stock may
be purchased upon exercise of an Option shall be determined by the Committee,
but such purchase price (i) shall not be less than the Fair Market Value of a
share of Stock on the date such Option is granted, and (ii) shall be subject to
adjustment as provided in Paragraph IX. An Option or portion thereof may be
exercised by delivery of an irrevocable notice of exercise to the Company. The
purchase price of shares of Stock to be purchased upon the exercise of an Option
or portion thereof shall be paid in full in the manner prescribed by the
Committee.
(f) STOCKHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled to
all the privileges and rights of a stockholder only with respect to such shares
of Stock as have been purchased under an Option and for which stock certificates
have been registered in the Holder's name.
VIII. RESTRICTED STOCK AWARDS
(a) RESTRICTION PERIOD TO BE ESTABLISHED BY THE COMMITTEE. At the time
a Restricted Stock Award is made, the Committee shall establish a period of time
(the "Restriction Period") applicable to such Award. Each Restricted Stock Award
may have a different Restriction Period,
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in the discretion of the Committee. The Restriction Period applicable to a
particular Restricted Stock Award shall not be changed except as permitted by
Paragraph VIII(b) or Paragraph IX.
(b) OTHER TERMS AND CONDITIONS. Stock awarded pursuant to a Restricted
Stock Award shall be represented by a stock certificate registered in the name
of the Holder of such Restricted Stock Award. The Holder shall have the right to
receive dividends during the Restriction Period, to vote Stock subject thereto
and to enjoy all other stockholder rights, except that (i) the Holder shall not
be entitled to delivery of the stock certificate until the Restriction Period
shall have expired, (ii) the Company shall retain custody of the Stock during
the Restriction Period, (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the Stock during the Restriction
Period, and (iv) a breach of the terms or a failure to satisfy the conditions
established by the Committee pursuant to the Restricted Stock Agreement shall
cause a forfeiture of the Restricted Stock Award. At the time of such Award, the
Committee may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to Restricted Stock Awards, including, but not limited to,
rules pertaining to the termination of employment (by retirement, disability,
death or otherwise) of a Holder prior to expiration of the Restriction Period.
Such additional terms, conditions or restrictions shall be set forth in a
Restricted Stock Agreement made in conjunction with the Award. Such Restricted
Stock Agreement may also include, without limitation, provisions relating to (i)
subject to the provisions hereof accelerating vesting on a Change of Control,
vesting of Awards, (ii) tax matters (including provisions (y) covering any
applicable employee wage withholding requirements and (z) prohibiting an
election by the Holder under section 83(b) of the Code), and (iii) any other
matters not inconsistent with the terms and provisions of the Plan that the
Committee shall in its sole discretion determine. Without limiting the
generality of the foregoing, it is intended that the Committee may establish
performance goals applicable to Restricted Stock Awards granted to employees
who, in the judgment of the Committee, may be Covered Employees (as such term is
defined in Section 162(m)(3) of the Code) in such a manner as shall permit lapse
of restrictions with respect thereto to qualify as "performance-based
compensation" as described in Section 162(m)(4)(C) of the Code. It is
specifically provided that the material terms of such performance goals for
employees who, in the judgment of the Committee, may be Covered Employees,
shall, until changed by the Committee with the approval of the stockholders, if
such stockholder approval is required by the Code, be as follows: the business
criteria on which the performance goals shall be based shall be the attainment
of target levels of one or more of net income, cash flows, reserve additions or
revisions, economic value added from reserves, total capitalization, total
stockholder return, assets, exploration successes, production volumes, finding
and development costs, costs reductions and savings, return on sales, profit
margin or earnings per share as may be specified by the Committee.
(c) PAYMENT FOR RESTRICTED STOCK. The Committee shall determine the
amount and form of any payment for Stock received pursuant to a Restricted Stock
Award, provided that in the absence of such a determination, a Holder shall not
be required to make any payment for Stock received pursuant to a Restricted
Stock Award, except to the extent otherwise required by law.
(d) AGREEMENTS. At the time any Award is made under this Paragraph
VIII, the Company and the Holder shall enter into a Restricted Stock Agreement
setting forth each of the
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matters contemplated hereby and such other matters as the Committee may
determine to be appropriate. The terms and provisions of the respective
Restricted Stock Agreements need not be identical.
IX. RECAPITALIZATION OR REORGANIZATION
(a) The shares with respect to which Awards 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.
(b) If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
Holder shall be entitled to (or entitled to purchase, if applicable) under such
Option, in lieu of the number of shares of Stock then covered by such Option,
the number and class of shares of stock and securities to which the Holder would
have been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the Holder had been the holder of record of the
number of shares of Stock then covered by such Option.
(c) In the event of a Change of Control, any unsatisfied Restriction
Periods with respect to outstanding Restricted Stock Awards shall immediately
lapse and the Stock previously subject to such restrictions shall be fully
vested. Further, in the event of a Change of Control, the Committee, in its
discretion, may act to effect one or more of the following alternatives with
respect to outstanding Options, which may vary among individual Holders and
which may vary among Options held by any individual Holder: (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 Change of Control) fixed by the Committee, after which
specified date all unexercised Options and all rights of Holders thereunder
shall terminate, (2) require the mandatory surrender to the Company by selected
Holders of some or all of the outstanding Options held by such Holders
(irrespective of whether such Options are then exercisable under the provisions
of the Plan) as of a date, before or after such Change of Control, specified by
the Committee, in which event the Committee shall thereupon cancel such Options
and the Company shall pay to each Holder an amount of cash per share of Stock
equal to the excess, if any, of the Change of Control Value of the shares of
Stock subject to such Option over the exercise price(s) under such Options for
such shares of Stock, (3) make such adjustments to Options then outstanding as
the Committee deems appropriate to reflect such Change of Control (provided,
however, that the Committee may determine in its sole discretion that no
adjustment is necessary to Options then outstanding) or (4) provide that
thereafter upon any exercise of an Option theretofore granted the Holder shall
be entitled to purchase under such Option, in lieu of
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<PAGE> 9
the number of shares of Stock then covered by such Option, the number and class
of shares of stock or other securities or property (including, without
limitation, cash) to which the Holder 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 Holder had been the holder of record of the number of
shares of Stock then covered by such Option. The provisions contained in this
Subparagraph (c) shall not terminate any rights of the Holder to further
payments pursuant to any other agreement with the Company following a Change of
Control.
(d) In the event of changes in the outstanding Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Award and not otherwise provided for by this Paragraph IX,
any outstanding Awards and any agreements evidencing such Awards shall be
subject to adjustment by the Committee at its discretion as to the number and
price of shares of Stock or other consideration subject to such Awards. In the
event of any such change in the outstanding Stock, the aggregate number of
shares available under the Plan may be appropriately adjusted by the Committee,
whose determination shall be conclusive.
(e) The existence of the Plan and the Awards 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.
(f) Any adjustment provided for in Subparagraphs (a), (b), (c) or (d)
above shall be subject to any required stockholder action.
(g) 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 Awards theretofore granted or the purchase
price per share, if applicable.
X. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares of Stock for which Awards 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 Award theretofore
granted may be made that would impair the rights of the Holder without the
consent of the Holder (unless such change is required in order to cause the
benefits under the Plan to qualify as performance-based compensation within the
meaning of section 162(m) of the Code
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and applicable interpretive authority thereunder), and provided, further, that
the Board may not, without approval of the stockholders, amend the Plan:
(a) to increase the maximum number of shares of Stock that may be
issued pursuant to the Plan, except as provided in Paragraph IX;
(b) to change the class of employees eligible to receive Awards or
materially increase the benefits accruing to employees under the Plan;
(c) to extend the term of the Plan;
(d) to modify materially the requirements as to eligibility for
participation in the Plan; or
(e) to decrease any authority granted to the Committee under the Plan
in contravention of Rule 16b-3.
XI. MISCELLANEOUS
(a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give an
employee any right to be granted an Award hereunder except as may be evidenced
by an Option Agreement or Restricted Stock Agreement duly executed on behalf of
the Company, and then only to the extent and on the terms and conditions
expressly set forth therein. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of funds or assets to assure the payment of any Award.
(b) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan shall
(i) confer upon any employee any right with respect to continuation of
employment with the Company or any subsidiary or (ii) interfere in any way with
the right of the Company or any subsidiary to terminate his or her employment at
any time.
(c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act 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 issuance and sale of such shares. No
fractional shares of Stock shall be delivered, nor shall any cash in lieu of
fractional shares be paid. The Company shall have the right to deduct in
connection with all Awards any taxes required by law to be withheld and to
require any payments required to enable it to satisfy its withholding
obligations.
(d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from taking any
corporate action that is
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deemed by the Company or such subsidiary to be appropriate or in its best
interest, whether or not such action would have an adverse effect on the Plan or
any Award made under the Plan. No employee, beneficiary or other person shall
have any claim against the Company or any subsidiary as a result of any such
action.
(e) RESTRICTIONS ON TRANSFER. An Award shall not be transferable
otherwise than by will or the laws of descent and distribution and shall be
exercisable during the Holder's lifetime only by such Holder or the Holder's
guardian or legal representative.
(f) RULE 16B-3. It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the Exchange Act meet all of the
requirements of Rule 16b-3. If any provision of the Plan or any such Award would
disqualify the Plan or such Award under, or would otherwise not comply with,
Rule 16b-3, such provision or Award shall be construed or deemed amended to
conform to Rule 16b-3.
(g) SECTION 162(M). It is intended that the Plan comply fully with and
meet all the requirements of Section 162(m) of the Code so that Options granted
hereunder with an exercise price not less than Fair Market Value of a share of
Stock on the date of grant shall constitute "performance-based" compensation
within the meaning of such section and the lapse of restrictions with respect to
Restricted Stock Awards that are intended to qualify as "performance-based"
compensation within the meaning of such section shall constitute
"performance-based" compensation. If any provision of the Plan would disqualify
the Plan or would not otherwise permit the Plan to comply with Section 162(m) as
so intended, such provision shall be construed or deemed amended to conform to
the requirements or provisions of Section 162(m); provided that no such
construction or amendment shall have an adverse effect on the economic value to
a Holder of any Award previously granted hereunder.
(h) GOVERNING LAW. This Plan shall be construed in accordance with the
laws of the State of Delaware and applicable federal law.
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EXHIBIT 4.1.2
AMENDMENT TO 1998 OMNIBUS STOCK PLAN DATED MAY 7, 1998
The 1998 Omnibus Stock Plan shall be, and hereby is, amended to provide
that no more than 10% of the shares subject to the plan may be awarded in the
form of restricted shares, excluding for the purposes of such limitation on
awards, restricted shares that are subject to a holding period of at least
(i) one year if the award is subject to performance criteria or (ii) three
years if the award is not subject to such criteria.
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
July 17, 1998
Newfield Exploration Company
363 N. Sam Houston Parkway E.
Suite 2020
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as counsel for Newfield Exploration Company, a Delaware
corporation (the "Company"), in connection with the Company's Form S-8
Registration Statement (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 1,000,000 shares (the "Shares") of
Common Stock, par value $.01 per share ("Common Stock"), of the Company pursuant
to the Newfield Exploration Company 1998 Omnibus Stock Plan (the "Plan").
Before rendering our opinion, we examined certain corporate records of
the Company, including its Second Restated Certificate of Incorporation, as
amended, its Restated Bylaws and certain resolutions of the Board of Directors
of the Company. We also examined the Registration Statement, together with the
exhibits thereto, and such certificates of officers of the Company, other
documents and records as we have deemed necessary for the purposes of this
opinion. As to matters of fact relevant to the opinions expressed herein, and as
to factual matters arising in connection with our examination of corporate
documents, records and other documents and writings, we relied upon certificates
and other communications of corporate officers of the Company, without further
investigation as to the facts set forth therein.
Based upon the foregoing, we are of the opinion that the Shares to be
issued pursuant to the Plan have been validly authorized for issuance and, when
the Registration Statement has become effective under the Securities Act of
1933, as amended (the "Act"), and the Shares are issued and paid for in
accordance with the terms of the Plan, the Shares so issued will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder. For purposes of this opinion, we assume that the securities
to be
<PAGE> 2
Newfield Exploration Company
Page 2
July 17, 1998
issued pursuant to the Registration Statement will be issued in compliance with
all applicable state securities or Blue Sky laws.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 6, 1998, on our audits of
the financial statements of Newfield Exploration Company as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997. We also hereby consent to the reference to our firm in the third paragraph
of Item 3.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Houston, Texas
July 14, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Newfield Exploration Company (the "Company") of our
name, which is set forth in "Item 2. Properties" of the Annual Report on Form
10-K of the Company for the year ended December 31, 1997. We also hereby consent
to the reference to our firm under the caption "Item 3. Incorporation of
Documents by Reference" in this Registration Statement on Form S-8.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
July 14, 1998
