As filed with the Securities and Exchange Commission on June 8, 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
FORCENERGY INC
(Exact name of registrant as specified in its charter)
Delaware 65-0429338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2730 S.W. 3rd Avenue
Suite 800
Miami, Florida 33129-2356
(Address of Principal Executive Offices) (Zip Code)
FORCENERGY INC
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
E. Joseph Grady
Vice President, Treasurer
and Chief Financial Officer
2730 S.W. 3rd Avenue, Suite 800
Miami, Florida 33129-2356
(Name and address of agent for service)
(305) 856-8500
(Telephone number, including area code,
of agent for service)
---------------------------
Copy to:
David C. Buck
Andrews & Kurth L.L.P.
600 Travis Street, Suite 4200
Houston, Texas 77002
(713) 220-4301
(Fax) (713) 220-4285
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered (1)(2) registered (3) Per Share (4) Price (4) Fee (3)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share........ 3,850,000 $17.78125 $68,457,812 $20,195
========================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Includes preferred share purchase rights associated with the Common Stock.
No separate fee is payable in respect of the registration of such preferred
share purchase rights.
(3) 2,150,000 shares of Common Stock, par value $.01 per share ("Common
Stock"), were registered on Form S-8 (File No. 33-80919) on December 28,
1995, on which date a fee of $8,474 was paid (pro rata, based on the
2,250,000 shares originally registered), and 3,850,000 shares are being
registered herewith. Pursuant to Rule 429 under the Act, the Prospectus
included herein shall relate to the 2,150,000 shares of the registrant's
Common Stock previously registered relating to the predcessor plans to the
Forcenergy Inc 1995 Stock Incentive Plan.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Act, based upon the average of the high
and low prices of a share of the registrant's Common Stock on the New York
Stock Exchange on June 3, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to register
additional securities. In accordance with General Instruction E of Form S-8, the
Company hereby incorporates by reference the contents of the Company's
registration statement on Form S-8 (No. 33-80919), originally filed with the
Securities and Exchange Commission (the "Commission") on December 28, 1995,
relating to the predecessor plans to the Forcenergy Inc 1995 Stock Incentive
Plan; provided, the information provided in Items 3 and 8 are hereby amended in
their entirety to reflect the following additional information.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Forcenergy Inc (the "Company") incorporates herein by reference the
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1998; and
(c) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), and preferred share purchase rights contained in the
Company's Registration Statement on Form 8-A (File No. 1-13095) filed with the
Commission on June 13, 1997 pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as amended on Forms 8-A/A filed
with the Commission on December 10, 1997, December 23, 1997 and May 28, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1* Amended and Restated Certificate of Incorporation of the Company dated
July 25, 1995. (Filed as Exhibit 3.1 to the Quarterly Form on 10-Q
filed on November 14, 1995 for the nine month period ending September
30, 1995 and incorporated herein by reference (File No. 0-26444)) and
Amendment No. 1 thereto filed with Amendment No. 2 to Form S-1 filed on
June 6, and incorporated herein by reference (File No. 333-4600).
4.2* Bylaws of the Company. (Filed as Exhibit 3.2 to the Registration
Statement on Form S-1 filed on June 2, 1995, as amended on July 6, 1995
and July 25, 1995 and incorporated herein by reference (File No.
33-93020)).
4.3* Specimen Common Stock certificate. (Filed as Exhibit 4.1 to the
Registration Statement on Form S-1 on June 2, 1995, as amended on July
6, 1995 and July 25, 1995 and incorporated herein by reference (File
No. 33-93020)).
4.4* Rights Agreement, dated as of November 26, 1997, between the Company
and American Stock Transfer & Trust Company, as Rights Agent,
specifying the terms of the Rights, including the form of Certificate
of Designation of Junior Participating Preferred Stock as Exhibit A,
the form of Right Certificate as Exhibit B and the form of the Summary
of Rights to Purchase Preferred Shares as Exhibit C. (Included as
Exhibit 2 to the Company's Form 8-A filed with the Commission on
December 10, 1997 and incorporated herein by reference (File No.
1-13095)).
II-2
<PAGE>
4.5* Form of Certificate of Designation of Junior Participating Preferred
Stock setting forth the terms of the Junior Participating Preferred
Stock, par value $.01 per share. (Included as Exhibit 2 to the
Company's Form 8-A filed with the Commission on December 10, 1997 and
incorporated herein by reference (File No. 1-13095)).
4.6* Forcenergy Gas Exploration, Inc. 1993 Stock Option Plan for Officers
and Key Employees and forms of incentive and nonqualified stock option
agreements. (Filed as Exhibit 10.6 to the Registration Statement on
Form S-1 filed on June 2, 1995, as amended on July 6, 1995 and July 25,
1995 and incorporated herein by reference (File No. 33-93020)).
4.7* Forcenergy Gas Exploration, Inc. 1995 Stock Option Plan and forms of
incentive and nonqualified stock option agreements. (Filed as Exhibit
10.7 to the Registration Statement on Form S-1 filed on June 2, 1995,
as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.8* Forcenergy Gas Exploration, Inc. 1995 Non-Employee Director Stock
Option Plan and forms of nonqualified stock option agreement. (Filed as
Exhibit 10.8 to the Registration Statement on Form S-1 filed on June 2,
1995, as amended on July 6, 1995 and July 25, 1995 and incorporated
herein by reference (File No. 33-93020)).
4.9* Amendment to the Forcenergy Inc 1995 Stock Option Plan filed as
Appendix B to Schedule 14A filed on April 21, 1997 and incorporated
herein by reference.
4.10* Amendment to the Forcenergy Inc 1995 Stock Option Plan. (Filed as
Exhibit 10.2 to the Quarterly Form on 10-Q filed on November 7, 1996
and incorporated herein by reference (File No 0-26444)
4.11* Form of Incentive Stock Option Agreement between the Company and Stig
Wennerstrom under the 1995 Stock Option Plan. (Filed as Exhibit 10.28
to the Registration Statement on Form S-1 filed on June 2, 1995, as
amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.12* Form of Non-Qualified Stock Option Agreement between the Company and
Stig Wennerstrom under the 1995 Stock Option Plan. (Filed as Exhibit
10.29 to the Registration Statement on Form S-1 filed on June 2, 1995,
as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.13* Form of Incentive Stock Option Agreement between the and its officers
and directors excluding Stig Wennerstrom under the 1995 Stock Option
Plan or the 1995 Non-Employee Director Plan. (Filed as Exhibit 10.30 to
the Registration Statement on Form S-1 filed on June 2, 1995, as
amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.14* Form of Non-Qualified Stock Option Agreement between the Company and
its officers and directors excluding Stig Wennerstrom under the 1995
Stock Option Plan or the 1995 Non-Employee Director Plan. (Filed as
Exhibit 10.31 to the Registration Statement on Form S-1 filed on June
2, 1995, as amended on July 6, 1995 and July 25, 1995 and incorporated
herein by reference (File No. 33-93020).
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the securities
being registered.
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Netherland, Sewell & Associates, Inc.
23.4 Consent of Collarini Engineering Inc.
24.1 Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
* Incorporated herein by reference.
II-3
<PAGE>
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 Miami, State of Florida, on the 8th day of June,
1998.
FORCENERGY INC
By: /s/ E. Joseph Grady
------------------------------
E. Joseph Grady
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
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.
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Forcenergy Inc hereby constitutes and appoints Stig Wennerstrom
and E. Joseph Grady, 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 of
substitution, 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 substitute or
substitutes, may lawfully do or cause to be done.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
/s/ Stig Wennerstrom Chairman, President and Chief June 8, 1998
---------------------------------------- Executive Officer
Stig Wennerstrom (Principal Executive Officer)
Vice President and June 8, 1998
/s/ E. Joseph Grady Chief Financial Officer
---------------------------------------- (Principal Financial and
E. Joseph Grady Accounting Officer)
/s/ Bruce L. Burnham Director June 8, 1998
----------------------------------------
Bruce L. Burnham
/s/ Eric Forss Director June 8, 1998
----------------------------------------
Eric Forss
/s/ Robert Issal Director June 8, 1998
----------------------------------------
Robert Issal
/s/ Antony T.F. Lundy Director June 8, 1998
----------------------------------------
Antony T.F. Lundy
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1* Amended and Restated Certificate of Incorporation of the Company dated
July 25, 1995. (Filed as Exhibit 3.1 to the Quarterly Form on 10-Q
filed on November 14, 1995 for the nine month period ending September
30, 1995 and incorporated herein by reference (File No. 0-26444)) and
Amendment No. 1 thereto filed with Amendment No. 2 to Form S-1 filed on
June 6, and incorporated herein by reference (File No. 333-4600).
4.2* Bylaws of the Company. (Filed as Exhibit 3.2 to the Registration
Statement on Form S-1 filed on June 2, 1995, as amended on July 6, 1995
and July 25, 1995 and incorporated herein by reference (File No.
33-93020)).
4.3* Specimen Common Stock certificate. (Filed as Exhibit 4.1 to the
Registration Statement on Form S-1 on June 2, 1995, as amended on July
6, 1995 and July 25, 1995 and incorporated herein by reference (File
No. 33-93020)).
4.4* Rights Agreement, dated as of November 26, 1997, between the Company
and American Stock Transfer & Trust Company, as Rights Agent,
specifying the terms of the Rights, including the form of Certificate
of Designation of Junior Participating Preferred Stock as Exhibit A,
the form of Right Certificate as Exhibit B and the form of the Summary
of Rights to Purchase Preferred Shares as Exhibit C. (Included as
Exhibit 2 to the Company's Form 8-A filed with the Commission on
December 9, 1997 and incorporated herein by reference (File No.
1-13095)).
4.5* Form of Certificate of Designation of Junior Participating Preferred
Stock setting forth the terms of the Junior Participating Preferred
Stock, par value $.01 per share. (Included as Exhibit 2 to the
Company's Form 8-A filed with the Commission on December 10, 1997 and
incorporated herein by reference (File No. 1-13095)).
4.6* Forcenergy Gas Exploration, Inc. 1993 Stock Option Plan for Officers
and Key Employees and forms of incentive and nonqualified stock option
agreements. (Filed as Exhibit 10.6 to the Registration Statement on
Form S-1 filed on June 2, 1995, as amended on July 6, 1995 and July 25,
1995 and incorporated herein by reference (File No. 33-93020)).
4.7* Forcenergy Gas Exploration, Inc. 1995 Stock Option Plan and forms of
incentive and nonqualified stock option agreements. (Filed as Exhibit
10.7 to the Registration Statement on Form S-1 filed on June 2, 1995,
as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.8* Forcenergy Gas Exploration, Inc. 1995 Non-Employee Director Stock
Option Plan and forms of nonqualified stock option agreement. (Filed as
Exhibit 10.8 to the Registration Statement on Form S-1 filed on June 2,
1995, as amended on July 6, 1995 and July 25, 1995 and incorporated
herein by reference (File No. 33-93020)).
4.9* Amendment to the Forcenergy Inc 1995 Stock Option Plan filed as
Appendix B to Schedule 14A filed on April 21, 1997 and incorporated
herein by reference.
4.10* Amendment to the Forcenergy Inc 1995 Stock Option Plan. (Filed as
Exhibit 10.2 to the Quarterly Form on 10-Q filed on November 7, 1996
and incorporated herein by reference (File No 0-26444)
4.11* Form of Incentive Stock Option Agreement between the Company and Stig
Wennerstrom under the 1995 Stock Option Plan. (Filed as Exhibit 10.28
to the Registration Statement on Form S-1 filed on June 2, 1995, as
amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.12* Form of Non-Qualified Stock Option Agreement between the Company and
Stig Wennerstrom under the 1995 Stock Option Plan. (Filed as Exhibit
10.29 to the Registration Statement on Form S-1 filed on June 2, 1995,
as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
<PAGE>
4.13* Form of Incentive Stock Option Agreement between the and its officers
and directors excluding Stig Wennerstrom under the 1995 Stock Option
Plan or the 1995 Non-Employee Director Plan. (Filed as Exhibit 10.30 to
the Registration Statement on Form S-1 filed on June 2, 1995, as
amended on July 6, 1995 and July 25, 1995 and incorporated herein by
reference (File No. 33-93020)).
4.14* Form of Non-Qualified Stock Option Agreement between the Company and
its officers and directors excluding Stig Wennerstrom under the 1995
Stock Option Plan or the 1995 Non-Employee Director Plan. (Filed as
Exhibit 10.31 to the Registration Statement on Form S-1 filed on June
2, 1995, as amended on July 6, 1995 and July 25, 1995 and incorporated
herein by reference (File No. 33-93020).
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the securities
being registered.
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Netherland, Sewell & Associates, Inc.
23.4 Consent of Collarini Engineering Inc.
24.1 Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
* Incorporated herein by reference.
EXHIBIT 5.1
[Andrews & Kurth L.L.P. Letterhead]
June 5, 1998
Board of Directors
Forcenergy Inc
2730 S.W. 3rd Avenue, Suite 800
Miami, Florida 33129-2356
Gentlemen:
We have acted as counsel to Forcenergy Inc, a Delaware Corporation
(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 offering of up to 3,850,000
shares (the "Shares") of the Company's common stock, $.01 par value (the
"Common Stock"), in addition to the 2,250,000 shares previously authorized
pursuant to the Forcenergy Inc 1995 Stock Incentive Plan, as amended and
restated (the "Plan"), as the successor to the Forcenergy Gas Exploration,
Inc. 1993 Stock Option Plan for Officers and Key Employees, the Forcenergy
Gas Exploration, Inc. 1995 Stock Option Plan and the 1995 Non-Employee
Director Stock Option 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 hereafter
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, when issued in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
This opinion is limited in all respects to the General Corporation
Law of the State of Delaware and the laws of the United States of America
insofar as such laws are applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus without admitting that we are "experts"
under the Securities Act of 1933, as amended, or the rules and regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Forcenergy Inc (the "Company") on Form S-8 of our report dated
March 20, 1998, on our audits of the consolidated financial statements and
consolidated financial statement schedule of the Company as of December 31,
1997 and 1996, and for the three years ended December 31, 1997, 1996 and
1995 which report is included in the Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Miami, Florida
June 3, 1998
EXHIBIT 23.3
CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.
To the Board of Directors of Forcenergy Inc:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Forcenergy Inc (the "Company") pertaining to 3,850,000
shares of the Company's common stock, par value $.01 per share, of our reports
dated March 4, 1998, March 3, 1997 and March 1, 1996, of the estimates of net
proved oil and natural gas reserves of Forcenergy Inc, and their present values,
as of January 1, 1998, 1997 and 1996, included in this Annual Report on Form
10-K for the year ended December 31, 1997.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Danny D. Simmons
----------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
June 3, 1998
EXHIBIT 23.4
June 3, 1998
To the Board of Directors of Forcenergy Inc:
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 of Forcenergy Inc (the "Company") pertaining to 3,850,000
shares of the Company's common stock, par value $.01 per share, of our audit
letter dated February 16, 1998, our reports dated February 7, 1997 and February
9, 1996, our estimates of the net proved natural gas and oil reserves of the
Company, as of January 1, 1997 and 1996, our audit of such reserves as of
January 1, 1998, and to all references to our estimates of the net proved
natural gas and oil reserves of the Company as of those dates, and included in
this Annual Report on Form 10-K for the year ended December 31, 1997.
COLLARINI ENGINEERING INC.
By: /s/ Dennis Jordan
-----------------------
Dennis Jordan, P.E.
Senior Vice President
