<PAGE>
As filed with the Securities and Exchange Commission on March 14, 2000
Registration No._________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
Vastar Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4446177
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
15375 Memorial Drive
Houston, Texas 77079
(Address, including zip code,
of registrant's principal executive offices)
____________________
VASTAR RESOURCES, INC.
AMENDED AND RESTATED EXECUTIVE LONG-TERM INCENTIVE PLAN
(Full title of the plan)
_____________________
ALBERT D. HOPPE
Vice President, General Counsel and Secretary
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
PROPOSED PROPOSED
TITLE OF AMOUNT(1) MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(2) FEE(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 400,000 $61.66 $24,464,000 $6,458.50
===============================================================================================
</TABLE>
(1) These are additional shares being registered pursuant to General
Instruction E to Form S-8. The number of shares of common stock registered
herein is subject to adjustment to prevent dilution resulting from stock
splits, stock dividends and similar transactions.
(2) In accordance with Rule 457(c), the aggregate offering price and the
amount of the registration fee are computed on the basis of the average of
the high and low prices of a share of the Company's Common Stock as reported
on the New York Stock Exchange Composite on March 10, 2000.
______________________________
Page 1 of 4 sequentially numbered pages.
The Index to Exhibits appears on sequential page 4.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of Form
S-8 for the purpose of registering additional shares of Common Stock, par value
$0.01 per share, of Vastar Resources, Inc., a Delaware corporation, for the
Vastar Resources, Inc. Amended and Restated Executive Long-Term Incentive Plan.
INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statements on Form S-8 filed by Vastar Resources, Inc. under Registration
No. 33-87814, Registration No. 333-24077, and Registration No. 333-77095 are
hereby incorporated by reference.
ITEM 5.
Albert D. Hoppe, whose opinion regarding the legality of shares is attached
hereto as Exhibit 5 is Vice President, General Counsel and Secretary of Vastar
Resources, Inc. (the "Company"). As of March 14, 2000, Mr. Hoppe owned options
to purchase 59,879 shares of the Company's Common Stock granted to him under
certain Company benefit plans.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
______________ ____________
5 Opinion of Albert D. Hoppe, Esq., dated March 14, 2000,
as to the validity of the shares of Common Stock of the
Registrant being registered (filed herewith)
10 Vastar Amended and Restated Executive Long-Term Incentive
Plan, effective March 5, 1998 (filed as Appendix A to
Vastar's Notice of 1998 Annual Meeting of Stockholders and
Proxy Statement dated March 23, 1998 and incorporated
herein by reference)
10.2 First Amendment to Amended and Restated Executive Long-
Term Incentive Plan, effective as of July 21, 1999 (filed
as Exhibit 10.7 to Vastar's report on Form 10-Q for the
quarterly period ended September 30, 1999)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Albert D. Hoppe, Esq. (included in Exhibit 5)
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vastar Resources,
Inc. 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 14th day of
March, 2000.
Vastar Resources, Inc.
By: /s/ CHARLES D. DAVIDSON
------------------------------
Charles D. Davidson
President and
Chief Executive 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
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ JIMMIE D. CALLISON
_____________________________ Director March 14, 2000
Jimmie D. Callison
/s/ TERRY G. DALLAS
_____________________________ Director March 14, 2000
Terry G. Dallas
/s/ CHARLES D. DAVIDSON
_____________________________ President, Chief Executive March 14, 2000
Charles D. Davidson Officer and Director
(Principal executive officer)
/s/ MARIE L. KNOWLES
_____________________________ Director March 14, 2000
Marie L. Knowles
/s/ ROBERT C. LEVINE
_____________________________ Director March 14, 2000
Robert C. LeVine
/s/ JOSEPH P. MCCOY
_____________________________ Vice President March 14, 2000
Joseph P. McCoy and Controller
(Principal accounting officer)
/s/ WILLIAM D. SCHULTE
_____________________________ Director March 14, 2000
William D. Schulte
/s/ STEVEN J. SHAPIRO
_____________________________ Senior Vice President, Chief March 14, 2000
Steven J. Shapiro Financial Officer and Director
(Principal financial officer)
/s/ DONALD R. VOELTE, JR.
_____________________________ Director March 14, 2000
Donald R. Voelte, Jr.
/s/ MICHAEL E. WILEY
_____________________________ Chairman of the Board March 14, 2000
Michael E. Wiley
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
Exhibit Description
No.
______________ ____________
5 Opinion of Albert D. Hoppe, Esq., dated March 14, 2000,
as to the validity of the shares of Common Stock of the
Registrant being registered (filed herewith)
10 Vastar Amended and Restated Executive Long-Term Incentive
Plan, effective March 5, 1998 (filed as Appendix A to
Vastar's Notice of 1998 Annual Meeting of Stockholders and
Proxy Statement dated March 23, 1998 and incorporated
herein by reference)
10.2 First Amendment to Amended and Restated Executive Long-
Term Incentive Plan, effective as of July 21, 1999 (filed
as Exhibit 10.7 to Vastar's report on Form 10-Q for the
quarterly period ended September 30, 1999)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Albert D. Hoppe, Esq. (included in Exhibit 5)
4
<PAGE>
EXHIBIT 5
(Vastar Logo)
Vastar Resources, Inc. Legal and Government Relations Department
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(281) 584-3492 Fax
Albert D. Hoppe
Vice President, General Counsel and Secretary
March 14, 2000
Board of Directors
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
OPINION OF COUNSEL
I am Vice President, General Counsel and Secretary of Vastar Resources, Inc.
(the "Company") and have acted as counsel for the Company in connection with
its Registration Statement on Form S-8 (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended, of
an additional 400,000 shares of the Company's common stock, $0.01 par value (the
"Common Stock") issuable pursuant to the Company's Amended and Restated
Executive Long-Term Incentive Plan as amended to date (the "Plan").
As the basis for the opinion hereinafter expressed, I have examined such
statutes, regulations, records and documents, certificates of corporate and
public officials and other instruments as I have deemed necessary or
advisable for the purposes of this opinion. In such examination, I have
assumed the authenticity of all documents submitted to me as originals and
the conformity with the original documents of all documents submitted to me
as copies.
Based on the foregoing, certain consultations with officers, employees and
agents of the Company and on such legal considerations as I deem relevant, I
am of the opinion that the shares of Common Stock to be issued by the Company
pursuant to the Plan, when issued in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
I am a member of the Bars of the States of Colorado, Missouri and Texas and I am
familiar with the general corporation law of the State of Delaware and the
federal laws of the United States, insofar as necessary for purposes of
rendering this opinion. I hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Albert D. Hoppe
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 2000, relating to the
financial statements, which appears in Vastar Resources, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1999.
/s/PRICEWATERHOUSECOOPERS LLP
Houston, Texas
March 14, 2000
