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As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
LONG-TERM INCENTIVE PLAN
FOR NONEXECUTIVE EMPLOYEES
(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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered(1) Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(2) 1,596,000 Shares $ 23.41 (3) $37,356,375(3) $11,020.14 (3)
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</TABLE>
(1) The number of Shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Includes associated Rights to purchase shares of the Registrant's Series A
Junior Participating Preferred Stock. The Rights are not currently
separable from the shares of Common Stock and are not currently
exercisable.
(3) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low sales prices of a share of the
Company's Common Stock on the New York Stock Exchange on March 30, 1998
pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of Form
S-8, the registrant hereby incorporates by reference the contents of the
registrant's registration statement on Form S-8 (No. 33-97154), filed with the
Securities and Exchange Commission on September 21, 1995, relating to the Ocean
Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees (formerly the
Flores & Rucks, Inc. Long-Term Incentive Plan for Nonexecutive Employees).
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
shares being registered.
*23.1 Consent of Arthur Andersen L.L.P.
23.2 Consent of Andrews & Kurth L.L.P. (included in the opinion filed
as Exhibit 5.1).
*23.3 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney (set forth on the signature page contained in
Part II of this Registration Statement).
99.1 Ocean Energy, Inc. Long-Term Incentive Plan for Non-Executive
Employees, as amended (filed as Exhibit 99.1 to the Company's
Registration Statement on Form S-8 (Reg No. 33-97154) filed with
the Commission on September 21, 1995, and incorporated herein by
reference).
*99.2 Second Amendment to the Ocean Energy, Inc. Long-Term Incentive
Plan for Nonexecutive Employees, dated March 27, 1998.
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* Filed herewith.
II-1
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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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Ocean Energy, Inc. (the "Company") hereby constitutes and
appoints Jonathan M. Clarkson and Robert K. Reeves, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power to act without the other and with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of April, 1998.
Signature Title
--------- -----
/s/ JOHN B. BROCK Chairman of the Board of Directors
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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
II-2
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- -------------------------------- Director
Robert L. Howard
- -------------------------------- Director
Elvis L. Mason
/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
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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
II-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
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<S> <C>
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of
the shares being registered.
*23.1 Consent of Arthur Andersen L.L.P.
23.2 Consent of Andrews & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1).
*23.3 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).
99.1 Ocean Energy, Inc. Long-Term Incentive Plan for
Non-Executive Employees, as amended (filed as Exhibit 99.1
to the Company's Registration Statement on Form S-8 (Reg
No. 33-97154) filed with the Commission on September 21,
1995, and incorporated herein by reference).
*99.2 Second Amendment to the Ocean Energy, Inc. Long-Term
Incentive Plan for Nonexecutive Employees, dated March 27,
1998.
</TABLE>
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* Filed herewith.
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EXHIBIT 5.1
[Letterhead of Andrews & Kurth L.L.P.]
April 1, 1998
Board of Directors
Ocean Energy, Inc.
1201 Louisiana
Suite 1400
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Ocean Energy, Inc. (the "Company")
in connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of the issuance of 1,596,000 shares (the "Shares") of the
Company's common stock, $0.01 par value, pursuant to the Company's Long-Term
Incentive Plan for Nonexecutive Employees (the "Plan").
In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Plan and related stock option agreements, be legally issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement on Form S-8 of Ocean Energy, Inc. relating to the Ocean
Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees.
Arthur Andersen LLP
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
April 1, 1998
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EXHIBIT 23.3
[Letterhead of Netherland, Sewell & Associates, Inc.]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the reference to our firm and to our report
effective December 31, 1995; December 31, 1996; and December 31, 1997, in the
Annual Report on Form 10-K of Ocean Energy, Inc., incorporated by reference into
this Registration Statement on Form S-8 of Ocean Energy, Inc. to be filed with
the Securities and Exchange Commission on or about April 1, 1998.
NETHERLAND, SEWELL & ASSOCIATES, INC.
/s/ CLARENCE M. NETHERLAND
------------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
March 31, 1998
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EXHIBIT 99.2
SECOND AMENDMENT
TO THE
OCEAN ENERGY, INC.
LONG-TERM INCENTIVE PLAN
FOR NONEXECUTIVE EMPLOYEES
WHEREAS, there is reserved to the Board of Directors of Ocean
Energy, Inc. in Section 7 of the Ocean Energy, Inc. Long-Term Incentive Plan for
Nonexecutive Employees (the "Plan") the right to amend the Plan;
NOW, THEREFORE, as of the effective date of the Ocean Energy,
Inc. 1998 Long- Term Incentive Plan, the Plan is hereby amended as follows:
1. Section 4(a) is amended to read as follows:
"Shares Available. Subject to adjustment as provided in
Section 4(c), the number of Shares with respect to which
Awards may be granted under the Plan shall be 3,000,000;
provided, however, if as of any January 1 the number of Shares
that are available for Awards under the Plan is less than
3,000,000 Shares, the maximum number of Shares available for
awards shall be increased automatically on such January 1 by
the number of Shares necessary to equal 3,000,000 Shares
available for Awards. If any Shares covered by an Award
granted under the Plan, or to which such an Award relates, are
forfeited, or if an Award otherwise terminates or is canceled
without the delivery of Shares or of other consideration, then
the Shares covered by such Award, or to which such Award
relates, or the number of Shares otherwise counted against the
aggregate number of Shares with respect to which Awards may be
granted, to the extent of any such forfeiture, termination or
cancellation, shall again be, or shall become, Shares with
respect to which Awards may be granted, but only if, and to
the extent that, the number of Shares then available for
Awards does not exceed 3,000,000 Shares."
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2. Section 6(h)(iii) is amended by adding thereto a new subparagraph
(C) to read as follows:
"Notwithstanding anything in the Plan or in an Award
Agreement to the contrary, Non-Qualified Stock Options may be
transferred by the optionee to one or more permitted
transferees; provided that (i) there may be no consideration
given for such transfer, (ii) the optionee (or such
optionee's estate or representative) shall remain obligated
to satisfy all employment tax and other withholding tax
obligations associated with the exercise of the transferred
Options, (iii) the optionee shall notify the Company in
writing that such transfer has occurred, the identity and
address of the permitted transferee and the relationship of
the permitted transferee to the optionee, and (iv) such
transfer shall be effected pursuant to transfer documents
approved from time to time by the Company. Any permitted
transferee may not further assign or transfer the transferred
Option otherwise than by will or the laws of descent and
distribution. Following any permitted transfer, any such
Options shall continue to be subject to the same terms and
conditions as were applicable to the Option immediately prior
to the transfer, provided that the term "optionee" as used in
the Plan shall be deemed to refer also to each permitted
transferee where required by the context. A transferred
Option may only be exercised by a transferee to the same
extent such Option could, at such time, be exercised by the
optionee "but for" such transfer. The term "permitted
transferees" shall mean one or more of the following: (i) any
member of the optionee's immediately family; (ii) a trust
established for the exclusive benefit of one or more members
of such immediately family; (iii) a partnership in which such
immediately family members are the only partners; or (iv) any
other person approved from time to time by the Committee. The
term "immediate family" is defined for such purpose as
spouses, children, stepchildren and grandchildren, including
relationships arising from adoption."
3. Section 8 is amended to read as follows:
"Notwithstanding any other provision of this Plan to the
contrary, in the event of a Change in Control of the Company,
all outstanding Awards granted prior to the date of the Change
in Control automatically shall become fully vested on such
Change in Control, all restrictions, if any, with respect to
such Awards shall lapse, and all performance criteria, if any,
with respect to such Awards shall be deemed to have been met
in full (at the maximum performance level). For purposes of
this Plan, a "Change in Control" shall be deemed to occur:
(i) if any person (as such term is used in sections 13(d)
and 14(d)(2) of the Exchange Act), other than the Company,
any parent corporation or subsidiary corporation of the
Company or any employee benefit plan of the Company or any
such entity, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the
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Company representing 25% or more of the combined voting
power of the Company's then outstanding securities,
(ii) upon the first purchase of the Company's common stock
pursuant to a tender or exchange offer (other than a
tender or exchange offer made by the Company),
(iii) on the date of consummation of a merger,
consolidation, recapitalization, reorganization, sale or
disposition of all or a substantial portion of the
Company's assets, or the issuance of shares of stock of
the Company in connection with the acquisition of the
stock or assets of another entity, provided, however, that
a Change in Control shall not occur under this clause
(iii) if consummation of the transaction would result in
at least 662/3% of the total voting power represented by
the voting securities of the Company (or, if not the
Company, the entity that succeeds to all or substantially
all of the Company's business) outstanding immediately
after such transaction being beneficially owned (within
the meaning of Rule 13d-3 promulgated pursuant to the
Exchange Act) by at least 662/3% of the holders of
outstanding voting securities of the Company immediately
prior to the transaction, with the voting power of each
such continuing holder relative to other such continuing
holders not substantially altered in the transaction, or
(iv) if, during any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board cease for any reason to constitute at least a
majority thereof, unless the election or nomination for
the election by the Company's stockholders of each new
director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at
the beginning of the period."
Except as amended by this Second Amendment, the Plan shall
continue without interruption or change.
Dated: March 27, 1998
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