As filed with the Securities and Exchange Commission on May 24, 1995.
Registration No. 2-80978
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 75-1151855
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(Address of principal executive offices) (Zip Code)
</TABLE>
TRITON ENERGY CORPORATION 1981 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Robert B. Holland, III
Senior Vice President,
General Counsel and Secretary
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)
___________________________
COPIES TO:
James S. Ryan, III
Jackson & Walker, L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Triton Energy Corporation (the
"Company"), are incorporated herein by reference and made a part hereof:
(i) Transition Report on Form 10-K for the period from June 1, 1994
to December 31, 1994;
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995; and
(iii) The description of Common Stock contained in the Company's
Registration Statement on Form 8-B dated May 22, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the Common
Stock offered hereunder has been sold or which deregisters all of such Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the validity of the Common Stock
to be offered hereby have been passed upon by Robert B. Holland, III, Senior
Vice President and General Counsel of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables
a corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from
which a director derived an improper personal benefit.
Reference also is made to Section 145 of the DGCL, which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided such officer, director, employee or agent
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
that such officer or director actually and reasonably incurred.
The Certificate of Incorporation of the Company provides that except
under certain circumstances, directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duties as a director. In addition, the
<PAGE>
Certificate of Incorporation and the Bylaws of the Company provide for
indemnification of the officers and directors of the Company to the full
extent permitted by applicable law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
<TABLE>
<CAPTION>
<C> <S>
4.1 Certificate of Incorporation of Triton Energy Corporation, as amended. (1)
4.2 Bylaws of Triton Energy Corporation. (1)
4.3 Specimen Stock Certificate of Common Stock, $1.00 par value, of the Company. (1)
4.4 Rights Agreement dated as of June 26, 1990, between Triton and NationsBank of
Texas, N.A. (f/k/a NCNB Texas, N.A.), as Rights Agent. (3)
4.5 Statement of Cancellation of Redeemable shares, dated October 1, 1991. (2)
4.6 Form of Debt Securities. (4)
4.7 Proposed Form of Senior Indenture. (4)
4.8 Proposed Form of Senior Subordinated Indenture. (4)
4.9 Senior Subordinated Indenture by and between the Company and United States
Trust Company of New York, dated as of December 15, 1993. (5)
4.10 First Supplemental Indenture by and between the Company and United States
Trust Company of New York, dated as of December 15, 1993. (5)
4.11 Certificate of Designation Establishing and Designating a Series of Shares
of the Company, 5% Convertible Preferred Stock, no par value. (1)
5.1 Opinion of Robert B Holland, III.(6)
15.1 Letter of Price Waterhouse, LLP.(6)
23.1 Consent of Price Waterhouse, LLP.(6)
23.2 Consent of KPMG Peat Marwick, LLP, Dallas, Texas.(6)
23.3 Consent of KPMG, Brisbane, Australia.(6)
23.4 Consent of DeGolyer and MacNaughton.(6)
23.5 Consent of McDaniel & Associates Consultants, Ltd.(6)
23.6 Consent of Robert B. Holland, III (included in his opinion filed as Exhibit 5.1 to this
Registration Statement).(6)
24 Power of Attorney.(6)
25 None
27 None
28 None
</TABLE>
(1) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (No. 33-42430) and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1990 and incorporated
herein by reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(6) Filed herewith.
<PAGE>
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 registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 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 proceeding) 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 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.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Robert B. Holland, III and Peter Rugg, and each of them, each of whom may act
without joinder of the others, to execute in the name of each such person who
is then an officer or director of the Registrant and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in respect
thereof, in connection with the registration of the securities which are the
subject of this Registration Statement, which amendments may make such changes
in the Registration Statement as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Dallas, State of Texas, on May 22,
1995.
TRITON ENERGY CORPORATION
By: /s/ Robert B. Holland, III
Robert B. Holland, III
Senior Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
President, Chief
/s/ Thomas G. Finck* Executive Officer
Thomas G. Finck and Director May 22, 1995
(Principal Executive Officer)
Senior Vice President and
/s/ Peter Rugg* Chief
Peter Rugg Financial Officer May 22, 1995
(Principal Financial and Accounting
Officer)
/s/ Herbert L. Brewer* Director May 22, 1995
Herbert L. Brewer
/s/ Ernest E. Cook* Director May 22, 1995
Ernest E. Cook
/s/ Sheldon R. Erickson* Director May 22, 1995
Sheldon R. Erickson
/s/ Ray H. Eubank * Director May 22, 1995
Ray H. Eubank
/s/ Jesse E. Hendricks* Director May 22, 1995
Jesse E. Hendricks
/s/ Fitzgerald S. Hudson* Director May 22, 1995
Fitzgerald S. Hudson
/s/ John R. Huff* Director May 22, 1995
John R. Huff
/s/ William I Lee* Director May 22, 1995
William I. Lee
/s/ John P. Lewis* Director May 22, 1995
John P. Lewis
/s/ Michael E. McMahon* Director May 22, 1995
Michael E. McMahon
/s/ Wellslake D. Morse, Jr.* Director May 22, 1995
Wellslake D. Morse, Jr.
/s/ Edwin D. Williamson* Director May 22, 1995
Edwin D. Williamson
/s/ J. Otis Winters* Director May 22, 1995
J. Otis Winters
</TABLE>
*By: /s/ Robert B. Holland, III
Robert B. Holland, III,
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
<TABLE>
<CAPTION>
<C> <S>
4.1 Certificate of Incorporation of Triton Energy Corporation, as amended. (1)
4.2 Bylaws of Triton Energy Corporation. (1)
4.3 Specimen Stock Certificate of Common Stock, $1.00 par value, of the Company. (1)
4.4 Rights Agreement dated as of June 26, 1990, between Triton and NationsBank of
Texas, N.A. (f/k/a NCNB Texas, N.A.), as Rights Agent. (3)
4.5 Statement of Cancellation of Redeemable shares, dated October 1, 1991. (2)
4.6 Form of Debt Securities. (4)
4.7 Proposed Form of Senior Indenture. (4)
4.8 Proposed Form of Senior Subordinated Indenture. (4)
4.9 Senior Subordinated Indenture by and between the Company and United States
Trust Company of New York, dated as of December 15, 1993. (5)
4.10 First Supplemental Indenture by and between the Company and United States
Trust Company of New York, dated as of December 15, 1993. (5)
4.11 Certificate of Designation Establishing and Designating a Series of Shares
of the Company, 5% Convertible Preferred Stock, no par value. (1)
5.1 Opinion of Robert B Holland, III.(6)
15.1 Letter of Price Waterhouse, LLP.(6)
23.1 Consent of Price Waterhouse, LLP.(6)
23.2 Consent of KPMG Peat Marwick, LLP, Dallas, Texas.(6)
23.3 Consent of KPMG, Brisbane, Australia.(6)
23.4 Consent of DeGolyer and MacNaughton.(6)
23.5 Consent of McDaniel & Associates Consultants, Ltd.(6)
23.6 Consent of Robert B. Holland, III (included in his opinion filed as Exhibit 5.1 to this
Registration Statement).(6)
24 Power of Attorney.(6)
25 None
27 None
28 None
</TABLE>
(1) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Registration
Statementon Form S-3 (No. 33-42430) and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1990 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-69230) and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993 and incorporated by
reference herein.
(6) Filed herewith.
Triton Energy Corporation
May 8, 1995
page
Exhibit 5.1
May 22, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Dear Sirs:
This opinion is delivered in connection with Amendment No. 1 to the
Registration Statement (the "Registration Statement") on Form S-8 (No.
2-80978) to be filed with the Securities and Exchange Commission by Triton
Energy Corporation, a Delaware corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), relating to 400,000 shares of
the Company's common stock, par value $1.00 per share (the "Shares"), issuable
pursuant to the Company's 1981 Employee Nonqualified Stock Option Plan.
I am familiar with the Certificate of Incorporation and Bylaws of the
Company, each as amended to date. In addition, I have examined such corporate
records, documents and other instruments and have made such other examinations
and inquiries as we have deemed necessary to enable us to express the opinions
set forth herein.
Based upon the foregoing and subject to the qualifications and
limitations stated herein, I am of the opinion that the Shares have been duly
authorized, validly issued, fully paid and nonassessable.
I am a member of the bar of the State of Texas and I express no opinion
herein other than with respect to the laws of the State of Texas and the
federal law of the United States.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of my name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
Robert B. Holland, III
TJM/tdg
Exhibit 15.1
May 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Triton Energy Corporation has included our report dated May
2, 1995 (issued pursuant to the provisions of Statement on Auditing Standards
No. 71) in the Registration Statement on Form S-8 (No. 2-80978) to be filed on
or about May 22, 1995. We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE LLP
Dallas, Texas
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-80978) of our report dated February 14, 1995
appearing on page F-2 of Triton Energy Corporation's Transition Report on Form
10-K for the period from June 1, 1994 to December 31, 1994.
PRICE WATERHOUSE LLP
Dallas, Texas
May 22, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-80978) of our report dated August 14, 1992
appearing on page F-3 of Triton Energy Corporation's Transition Report on Form
10-K for the period from June 1, 1994 to December 31, 1994.
KPMG PEAT MARWICK LLP
Dallas, Texas
May 22, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-80978) of our report dated August 14, 1992
appearing on page F-50 of Triton Energy Corporation's Transition Report on
Form 10-K for the period from June 1, 1994 to December 31, 1994.
KPMG
Brisbane, Australia
May 22, 1995
Exhibit 23.4
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
May 19, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Gentlemen:
We hereby consent to (i) the incorporation by reference from Triton
Energy Corporation's (the Company's) Transition Report on Form 10-K for the
period from June 1, 1994 to December 31, 1994, and inclusion in the Company's
Registration Statement on Form S-8 relating to an offering of the Company's
securities, of certain data from our report dated January 30, 1995, entitled
"Appraisal Report as of December 31, 1994 on Certain Properties in Colombia
owned by Triton Colombia Incorporated" under the caption "Properties -
Reserves" in Item 2 of said Form 10K and (ii) the specific references to our
firm in "Experts" in Form 10-K and Form S-8.
Very truly yours,
DeGOLYER and MacNAUGHTON
Exhibit 23.5
MCDANIEL & ASSOCIATES
CONSULTANTS LTD.
Oil and Gas Reservoir engineering
May 19, 1995
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
Reference: Consent of Independent Petroleum Engineers
Dear Gentlemen:
We hereby consent to the incorporation by reference from Triton Energy
Corporation's (the "Company") Transition Report on Form 10-K for the period
from June 1, 1994 to December 31, 1994, and inclusion in the Company's
Registration Statement on Form S-8 (the "Form S-8") relating to an offering of
the Company's common stock, of the estimates of the net proved reserves and
future net cash inflows of the Company prepared by our firm in our evaluation
of Ausquacan Energy Ltd. as of December 31, 1994. We also hereby consent to
the specific references to our firm in "Experts."
Very truly yours,
McDANIEL & ASSOCIATES CONSULTANTS LTD.
B.H. Emslie, Vice President
Calgary, Alberta, Canada
Dated: May 19, 1995
EXHIBIT 24
page
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G. Finck,
Peter Rugg and Robert B. Holland, III, or any of them, to execute in the name
of each such person who is then an officer or director of the Registrant and
to file any amendments to the Registration Statements on Form S-8 (Nos.
2-80978, 33-4042, 33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3
(Nos. 33-11920, 33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-31319,
33-45847, 33-69230, 33-55347 and 33-46292) necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities
which are the subject of such Registration Statements, which amendments may
make such changes in such Registration Statements as such attorney may deem
appropriate.
page
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signatures Title Date
President, Chief Executive Officer, May 22, 1995
/s/ Thomas G. Finck Director
Thomas G. Finck Principal Executive Officer
Senior Vice President and Chief May 22, 1995
/s/ Peter Rugg Financial Officer (Principal
Peter Rugg Financial and Accounting Officer)
/s/ Herbert L. Brewer Director May 22, 1995
Herbert L. Brewer
/s/ Ernest E. Cook Director May 22, 1995
Ernest E. Cook
/s/ Sheldon R. Erickson Director May 22, 1995
Sheldon R. Erickson
/s/ Ray H. Eubank Director May 22, 1995
Ray H. Eubank
/s/ Jesse E. Hendricks Director May 22, 1995
Jesse E. Hendricks
/s/ Fitzgerald S. Hudson Director May 22, 1995
Fitzgerald S. Hudson
/s/ John R. Huff Director May 22, 1995
John R. Huff
/s/ William I Lee Director May 22, 1995
William I. Lee
/s/ John P. Lewis Director May 22, 1995
John P. Lewis
/s/ Michael E. McMahon Director May 22, 1995
Michael E. McMahon
/s/ Wellslake D. Morse, Jr. Director May 22, 1995
Wellslake D. Morse, Jr.
/s/ Edwin D. Williamson Director May 22, 1995
Edwin D. Williamson
/s/ J. Otis Winters Director May 22, 1995
J. Otis Winters
</TABLE>
