As filed with the Securities and Exchange Commission on May 12, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
McMoRan Oil & Gas Co.
(Exact name of registrant as specified in its charter)
Delaware 72-1266477
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address, including zip code, of registrant's
principal executive offices)
McMoRan Oil & Gas Co. 1998 Stock Option Plan
(Full title of the plan)
__________
John G. Amato
General Counsel
McMoRan Oil & Gas Co.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Amount to be maximum maximum registration
securities to be registered(1) offering aggregate fee
registered price per unit offering price
Common Stock (par
value $.01 per
share) .......... 2,000,000 Shares $ 4.96875(2) $9,937,500.00(2) $2,931.57(2)
Preferred Stock
Purchase Rights 2,000,000 Rights $ --.--(3) $--.--(3) $ --.--(3)
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares and rights registered
shall be automatically increased to cover the additional shares and
rights in accordance with Rule 416(a) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on May 5, 1998.
(3) Preferred Stock Purchase Rights are attached to and trade with the
Common Stock of the Company. The value attributable to such Rights, if
any, is reflected in the market price of such Common Stock. Because no
separate consideration is paid for such Rights, the registration fee for
such securities is included in the fee for such Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by McMoRan
Oil & Gas Co. (the "Company") with the Securities and Exchange
Commission (the "SEC"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act");
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 filed pursuant to Section 13 of the
Exchange Act;
(3) All other reports filed by the Company pursuant to
Section 13 of the Exchange Act since December 31, 1997; and
(4) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 10 effective as
of May 18, 1994, filed under the Exchange Act, including
amendments thereto and any report filed for the purpose of
updating such description.
All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all
securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule
promulgated by the SEC, be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
empowers the Company to indemnify, subject to the standards
therein prescribed, any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such with respect to
another corporation or other entity at the request of the
Company. Under the Company's Certificate of Incorporation, the
Company is obligated to indemnify its directors and officers to
the fullest extent permitted by Delaware law. The Company's
Certificate of Incorporation makes such indemnification rights
contract rights and entitles directors and officers to initiate
legal action against the Company to enforce such indemnification
rights.
The Company's Certificate of Incorporation also provides
that, to the fullest extent permitted by Delaware law, a director
shall not be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director.
However, the Company's Certificate of Incorporation does not
eliminate a director's liability for breach of the duty of
loyalty, acts or omissions not in good faith, certain payments
not permitted under the Delaware General Corporation Law, or
transactions in which the director derives an improper benefit.
The Company's Certificate of Incorporation also authorizes
the Company to enter into indemnification agreements with any
such persons providing for indemnification rights to the maximum
extent permitted by law.
The Company has purchased from Zurich Insurance Company and
Executive Risk Indemnity Inc. directors and officers liability
policies with a combined annual aggregate limit of $10,000,000 to
insure certain liabilities of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration
Statement has been signed on behalf of certain officers
and directors of the Company.
Item 9. Undertakings.
(a) 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 regis
tration statement to include any material information with re
spect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amend
ment 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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.
(c) 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 foregoing provisions, 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 Act 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
proceedings) 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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. 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 New
Orleans, State of Louisiana, on May 12, 1998.
McMoRan OIL & GAS CO.
By: /s/ Richard C. Adkerson
Richard C. Adkerson
Co-Chairman of the Board 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 dates indicated.
Signature Title Date
* Director and Co-Chairman of the Board May 12, 1998
James R. Moffett
/s/Richard C. Adkerson Director, Co-Chairman of the Board and May 12, 1998
Richard C. Adkerson Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)
* Controller - Financial Reporting May 12, 1998
C. Donald Whitmire, Jr. (Principal Accounting Officer)
* Director May 12, 1998
Robert A. Day
* Director May 12, 1998
Gerald J. Ford
* Director May 12, 1998
B.M. Rankin, Jr.
*By: /s/ Richard C. Adkerson
Richard C. Adkerson
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
5 Opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on
behalf of certain officers and directors of
the Company.
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
May 12, 1998
McMoRan Oil & Gas Co.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for McMoRan Oil & Gas Co., a
Delaware corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the offering by the Company of
2,000,000 shares (the "Shares") of common stock, $.01 par value
for each share, pursuant to the terms of the 1998 Stock Option
Plan (the "Plan") of the Company.
Based upon the foregoing and upon our examination of such
matters as we deem necessary to furnish this opinion, we are of
the opinion that the Shares have been duly authorized and, when
issued for at least par value upon the terms described in the
Plan and the Registration Statement, will be validly issued and
outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
Margaret F. Murphy, Partner
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 20, 1998 included in McMoRan Oil & Gas Co.'s
Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
May 12, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of McMoRan Oil & Gas Co. (the "Company"), does
hereby make, constitute, and appoint RICHARD C. ADKERSON, C.
HOWARD MURRISH and JOHN G. AMATO, and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned
as aforesaid, a Registration Statement of the Company on Form S-
8, or on such other Form as may be determined to be applicable,
providing for the registration under the Act of shares of Company
common stock that may be issued under the 1998 Stock Option Plan,
and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and
each of them full power and authority to do and perform each and
every act and thing whatsoever that said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power
of attorney this 12th day of May, 1998.
/s/ James R. Moffett
JAMES R. MOFFETT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of McMoRan Oil & Gas Co. (the "Company"), does
hereby make, constitute, and appoint JAMES R. MOFFETT, C. HOWARD
MURRISH and JOHN G. AMATO, and each of them acting individually,
the true and lawful attorney of the undersigned with power to act
without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf
of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for
the registration under the Act of shares of Company common stock
that may be issued under the 1998 Stock Option Plan, and any
amendment or amendments to such Registration Statement and any
other document in support thereof or supplemental thereto, and
the undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act and
thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power
of attorney this 12th day of May, 1998.
/s/ Richard C. Adkerson
RICHARD C. ADKERSON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of McMoRan Oil & Gas Co. (the "Company"), does
hereby make, constitute, and appoint RICHARD C. ADKERSON, JAMES
R. MOFFETT, C. HOWARD MURRISH and JOHN G. AMATO, and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned
as aforesaid, a Registration Statement of the Company on Form S-
8, or on such other Form as may be determined to be applicable,
providing for the registration under the Act of shares of Company
common stock that may be issued under the 1998 Stock Option Plan,
and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and
each of them full power and authority to do and perform each and
every act and thing whatsoever that said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power
of attorney this 12th day of May, 1998.
/s/ C. Donald Whitmire, Jr.
C. DONALD WHITMIRE, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of McMoRan Oil & Gas Co. (the "Company"), does
hereby make, constitute, and appoint RICHARD C. ADKERSON, JAMES
R. MOFFETT, C. HOWARD MURRISH and JOHN G. AMATO, and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned
as aforesaid, a Registration Statement of the Company on Form S-
8, or on such other Form as may be determined to be applicable,
providing for the registration under the Act of shares of Company
common stock that may be issued under the 1998 Stock Option Plan,
and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and
each of them full power and authority to do and perform each and
every act and thing whatsoever that said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power
of attorney this 12th day of May, 1998.
/s/ Robert A. Day
ROBERT A. DAY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of McMoRan Oil & Gas Co. (the "Company"), does
hereby make, constitute, and appoint RICHARD C. ADKERSON, JAMES
R. MOFFETT, C. HOWARD MURRISH and JOHN G. AMATO, and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned
as aforesaid, a Registration Statement of the Company on Form S-
8, or on such other Form as may be determined to be applicable,
providing for the registration under the Act of shares of Company
common stock that may be issued under the 1998 Stock Option Plan,
and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and
each of them full power and authority to do and perform each and
every act and thing whatsoever that said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power
of attorney this 12th day of May, 1998.
/s/ Gerald J. Ford
GERALD J. FORD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of McMoRan Oil & Gas Co. (the "Company"), does
hereby make, constitute, and appoint RICHARD C. ADKERSON, JAMES
R. MOFFETT, C. HOWARD MURRISH and JOHN G. AMATO, and each of them
acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full
power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned
as aforesaid, a Registration Statement of the Company on Form S-
8, or on such other Form as may be determined to be applicable,
providing for the registration under the Act of shares of Company
common stock that may be issued under the 1998 Stock Option Plan,
and any amendment or amendments to such Registration Statement
and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and
each of them full power and authority to do and perform each and
every act and thing whatsoever that said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of
the foregoing as the undersigned might or could do personally or
in the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power
of attorney this 12th day of May, 1998.
/s/ B.M. Rankin, Jr.
B.M. RANKIN, JR.
