As filed with the Securities and Exchange Commission on June 12, 1998
Registration No. 33-80919
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
on
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 GAS EXPLORATION, INC.
1995 EMPLOYEE STOCK PURCHASE 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)
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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>
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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 Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share........ 100,000 n.a. n.a. n.a.
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</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) 2,250,000 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 $8,868 was paid. 2,150,000 of these shares
have been included in a separate Registration Statement on Form S-8
pursuant to Rule 429 under the Act, and the remaining 100,000 shares remain
under this registration statement.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to amend the
Form S-8 to reflect the removal of shares relating to the predecessor plans to
the Forcenergy Inc 1995 Stock Incentive Plan into a separate Form S-8 and to
amend certain information in Items 3 and 8, which 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)).
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
II-2
<PAGE>
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. 1995 Employee Stock Purchase Plan.
(Filed as Exhibit 10.9 to the Registration Statement on Form S-1 filed
on June 2, 1995, as amended on July 6, 1995 and July 25, 1995 and is
included herein by reference (File No. 33-93020)).
5.1** Opinion of Vinson & Elkins L.L.P., as to the legality of the securities
being registered.
23.1 Consent of Vinson & Elkins 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.
** Previously filed.
II-3
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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 Miami, State of Florida, on the
11th day of June, 1998.
FORCENERGY INC
By: /s/ E. Joseph Grady
-----------------------
E. Joseph Grady
Vice President and
Chief Financial Officer
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
* Chairman, President and Chief June 11, 1998
---------------------------------------- Executive Officer
Stig Wennerstrom (Principal Executive Officer)
/s/ E. Joseph Grady Vice President and June 11, 1998
----------------------------------------- Chief Financial Officer
E. Joseph Grady (Principal Financial and
Accounting Officer)
----------------------------------------- Director
Bruce L. Burnham
* Director June 11, 1998
----------------------------------------
Eric Forss
* Director June 11, 1998
-----------------------------------------
Robert Issal
Director
------------------------------------------
Antony T.F. Lundy
June 11, 1998
* /s/ E. Joseph Grady
-------------------------------------------
E. Joseph Grady, Attorney-in-Fact
</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 10, 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. 1995 Employee Stock Purchase Plan.
(Filed as Exhibit 10.9 to the Registration Statement on Form S-1 filed
on June 2, 1995, as amended on July 6, 1995 and July 25, 1995 and is
included herein by reference (File No. 33-93020)).
5.1** Opinion of Vinson & Elkins L.L.P., as to the legality of the
securities being registered.
23.1 Consent of Vinson & Elkins 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.
** Previously filed.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the registration statement on Form S-8 (File No.
33-80919) of Forcenergy Inc (the "Company") 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 10, 1998
CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.
To the Board of Directors of Forcenergy Inc:
We hereby consent to the incorporation by reference in the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(File No. 33-80919) of Forcenergy Inc (the "Company"), 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 10, 1998
EXHIBIT 23.4
June 10, 1998
To the Board of Directors of Forcenergy Inc:
We hereby consent to the incorporation by reference in the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(File No. 33-80919) of Forcenergy Inc (the "Company"), 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
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Dennis Jordan, P.E.
Senior Vice President
