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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998.
REGISTRATION NO. 333-45117
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCEAN ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-1277752
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1201 LOUISIANA, SUITE 1400
HOUSTON, TEXAS 77002
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
OCEAN ENERGY, INC.
1996 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
ROBERT K. REEVES
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND SECRETARY
1201 LOUISIANA, SUITE 1400
HOUSTON, TEXAS 77002
(713) 654-9110
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
JAMES M. PRINCE, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
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DEREGISTRATION OF UNUSED SHARES UNDER THE PLAN
On January 28, 1998, Ocean Energy, Inc. (the "Company") filed a
Registration Statement on Form S-8, Registration No. 333-45117 (the
"Registration Statement"), which registered 1,000,000 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), for issuance
under the Company's 1996 Long-Term Incentive Plan (the "Plan"). On March 27,
1998, the stockholders of the Company approved the transactions contemplated by
the Agreement and Plan of Merger, dated as of December 22, 1997, as amended by
an Amendment No. 1, dated as of January 7, 1998, and an Amendment No. 2, dated
as of February 20, 1998 (as amended, the "Merger Agreement"), among the
Company, United Meridian Corporation, a Delaware corporation ("UMC"), and OEI
Holding Corporation, a Delaware corporation ("Newco"), including (i) the merger
of Newco with and into the Company, and the subsequent merger of UMC with and
into the Company (collectively, the "Mergers") and (ii) the adoption of the
Ocean Energy, Inc. 1998 Long-Term Incentive Plan (the "1998 Plan").
In connection with the Mergers, and pursuant to adjustment provisions
under the Plan, each of the options awarded to Plan participants was converted
into an option to receive 2.34 times the number of shares of Common Stock which
could have been obtained prior to the Mergers (the "Adjustment"). Of the
1,000,000 shares originally registered, immediately prior to the Mergers
455,000 shares were subject to options that remain outstanding. Giving effect
to the Adjustment, and pursuant to Rule 416 of the Securities Act of 1933, as
amended (the "Securities Act"), 1,064,712 shares will remain registered after
the date hereof pursuant to the Registration Statement for issuance upon the
exercise of such options. As a result of the Mergers and the adoption of the
1998 Plan, the Plan has been amended such that no further awards will be made
under the Plan. In accordance with Item 512(a)(3) of Regulation S-K under the
Securities Act, this Post-Effective Amendment No. 1 to the Registration
Statement is being filed solely to deregister the remaining 1,275,288 shares of
Common Stock covered by the Registration Statement that have not previously
been and will not be used for awards under the Plan.
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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 Houston, State of Texas, on the 1st day of
April, 1998.
OCEAN ENERGY, INC.
By: * /s/ JAMES C. FLORES
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James C. Flores
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
effective Amendment No.1 to Registration Statement has been signed by the
following persons in the capacities indicated on the 1st day of April, 1998.
Signature Title
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* /s/ JOHN B. BROCK Chairman of the Board of Directors
- -------------------------------
John B. Brock
* /s/ JAMES C. FLORES President, Chief Executive Officer
- ------------------------------- and Director (Principal
James C. Flores Executive Officer)
* /s/ JAMES L. DUNLAP Vice Chairman of the Board of Directors
- ------------------------------- and Director
James L. Dunlap
* /s/ ROBERT L. BELK Executive Vice President - Administration
- ------------------------------- and Director
Robert L. Belk
* /s/ THOMAS D. CLARK Director
- -------------------------------
Thomas D. Clark
Director
- -------------------------------
Lodwrick M. Cook
- ------------------------------- Director
Robert L. Howard
Director
- -------------------------------
Elvis L. Mason
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* /s/ CHARLES F. MITCHELL Director
- -------------------------------
Charles F. Mitchell
Director
- -------------------------------
James L. Murdy
Director
- -------------------------------
David K. Newbigging
* /s/ WILLIAM W. RUCKS, IV Director
- -------------------------------
William W. Rucks, IV
Director
- -------------------------------
Matthew R. Simmons
* /s/ MILTON J. WOMACK Director
- -------------------------------
Milton J. Womack
* /s/ JONATHAN M. CLARKSON Executive Vice President - Chief Financial
- ------------------------------- Officer
Jonathan M. Clarkson (Principal Financial Officer)
*/s/ CHRISTOPHER E. CRAGG Vice President and Controller
- ------------------------------- (Principal Accounting Officer)
Christopher E. Cragg
* By: /s/ ROBERT K. REEVES
- -------------------------------
Robert K. Reeves
(pursuant to a power of attorney previously
filed with this Registration Statement)
