S-8 1 h81697s-8.txt OCEAN ENERGY, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2000 REGISTRATION NO. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- OCEAN ENERGY, INC. (Exact name of Registrant as specified in its charter) TEXAS 74-1764876 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1001 FANNIN, SUITE 1600 77002 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) OCEAN ENERGY, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ROBERT K. REEVES EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY OCEAN ENERGY, INC. 1001 FANNIN, SUITE 1600 HOUSTON, TEXAS 77002 (Name and address of agent for service) (713) 265-6000 (Telephone number, including area code, of agent for service) Copy to: KEITH FULLENWEIDER VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN HOUSTON, TEXAS 77002-6760 ---------- CALCULATION OF REGISTRATION FEE
================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE ------------------------------------------------------------------------------------------------------------------ Common Stock, $0.10 par value(3) ..... 1,500,000 $13.875 $20,812,500 $5,495 ==================================================================================================================
(1) The number of shares of common stock registered hereby is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457. (3) Includes associated preferred stock purchase rights. The rights are not currently separable from the shares of common stock and are not currently exercisable. 2 INTRODUCTORY STATEMENT This registration statement on Form S-8 relates to up to 1,500,000 shares of common stock, par value $.10 per share (the "Common Stock"), of Ocean Energy, Inc., a Texas corporation (the "Company"), that may be issued pursuant to the Ocean Energy, Inc. 2001 Employee Stock Purchase Plan, a copy of which is included as an exhibit to this registration statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the Commission on March 28, 2000. (b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, as filed with the Commission on May 12, 2000, August 1, 2000 and November 2, 2000, respectively. (c) The Company's Current Report on Form 8-K filed with the Commission on May 22, 2000. (d) The description of the Company's Common Stock contained in the Registration Statement on Form 8-A declared effective by the Commission on January 30, 1981, together with the amendments on Form 8 filed with the Commission on January 29, 1981, January 30, 1981 and October 28, 1981. (e) The description of the Company's Series B Junior Participating Preferred Stock and related rights contained in the Registration Statement on Form 8-A/A filed with the Commission on March 12, 1999. In addition, all documents subsequently 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"), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all 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 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 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. 1 3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. J. Evans Attwell serves as a director of the Company. Mr. Attwell is also of counsel with Vinson & Elkins L.L.P., counsel to the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 2.02-1 of the Texas Business Corporation Act provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding, in which he is a party or to which he is subject by reason of his position. With respect to any proceeding arising from actions taken in his official capacity, as a director or officer, he may be indemnified so long as it shall be determined that he conducted himself in good faith and that he reasonably believed that such conduct was in the corporation's best interest. In cases not concerning conduct in his official capacity as a director or officer, a director or officer may be indemnified so long as it shall be determined that he conducted himself in good faith and that he reasonably believed that his conduct was not opposed to the corporation's best interest. In the case of any criminal proceeding, a director or officer may be indemnified if he had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory. Article VI of the Company's Bylaws requires the indemnification of officers and directors to the fullest extent permitted by the Texas Business Corporation Act. The Company maintains insurance coverage providing its officers and directors with indemnification against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. Reference is made to Article Eleven of the Articles of Incorporation of the Company, which was adopted by the Company's shareholders on May 11, 1988 and which provides as follows: "ARTICLE ELEVEN. A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for any transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; (iv) for acts or omissions for which the liability of a director is expressly provided for by statute; or (v) for acts related to an unlawful stock repurchase or dividend payment. Any repeal or amendment of this Article by the shareholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or amendment. In addition to the circumstances in which a director of the corporation is not liable as set forth in the preceding sentences, a director shall not be liable to the fullest extent permitted by any provision of the statutes of Texas hereafter enacted that further limits the liability of a director." Effective as of August 28, 1989, Article 7.06.B of the Texas Miscellaneous Corporation Laws Act was amended to read in its entirety as follows: "B. The articles of incorporation of a corporation may provide that a director of the corporation shall not be liable, or shall be liable only to the extent provided in the articles of incorporation, to the corporation or its shareholders or members for monetary damages for an act or omission in the director's capacity as a director, except that this article does not authorize the elimination or limitation of the liability of a director to the extent the director is found liable for: (1) a breach of the director's duty of loyalty to the corporation or its shareholders or members; (2) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which the director received an improper benefit, whether or not the benefit resulted 2 4 from an action taken within the scope of the director's office; or (4) an act or omission for which the liability of a director is expressly provided for by an applicable statute." ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Articles of Incorporation of the Company including that certain Statement of Resolution Establishing Series of Shares of Series B Junior Participating Preferred Stock of the Company filed March 21, 1989 with the Secretary of State of the State of Texas, as amended, including Articles of Amendment filed May 12, 1988, May 21, 1991 and May 21, 1993 with the Secretary of State of the State of Texas (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and incorporated herein by reference), Articles of Merger filed March 30, 1999, with the Secretary of State of the State of Texas (filed as Exhibit 4.1 to the Company's Post-Effective Amendment No. 1 to Form S-4 on Form S-8 filed with the Securities and Exchange Commission on May 11, 1999 and incorporated herein by reference) and Articles of Amendment filed June 2, 1999 with the Secretary of State of the State of Texas (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by reference). 4.2 Bylaws of the Company, as amended through March 7, 1997 (filed as Exhibit 4.9 to the Company's Form S-3 filed with the Securities and Exchange Commission on September 3, 1997 and incorporated herein by reference). 4.3 Amended and Restated Rights Agreement, dated March 17, 1989, as amended effective June 13, 1992 and amended and restated as of December 12, 1997, between the Company and BankBoston, N.A. (as successor to NCNB Texas National Bank), including Form of Statement of Resolution Establishing the Series B Junior Participating Preferred Stock, the Form of Right Certificate and Form of Summary of Rights to Purchase Preferred Shares (filed as Exhibit 2 to the Company's Current Report on Form 8-K dated December 15, 1997 and incorporated herein by reference). 4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated November 24, 1998, between the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 1, 1998 and incorporated herein by reference). 4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated March 10, 1999, between the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 12, 1999 and incorporated herein by reference). 4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated May 19, 1999, between the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 21, 1999 and incorporated herein by reference). 4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated May 19, 2000, between the Company and Fleet National Bank (f/k/a BankBoston, N.A.)(filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 22, 2000 and incorporated herein by reference). 4.8* Ocean Energy, Inc. 2001 Employee Stock Purchase Plan. 5.1* Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered. 23.1* Consent of KPMG LLP. 3 5 23.2* Consent of Arthur Andersen L.L.P. 23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney (included in the signature page). ---------- *Filed herewith. 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 Securities 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 4 6 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 Securities Act and will be governed by the final adjudication of such issue. 5 7 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 November 13, 2000. OCEAN ENERGY, INC. By: /s/ James T. Hackett ---------------------------------- James T. Hackett Chairman, President and Chief Executive Officer The undersigned directors and officers of Ocean Energy, Inc. hereby constitute and appoint William L. Transier and Robert K. Reeves and each of them, with full power to act without the other and with full power of substitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement on Form S-8 and to file the same, with all exhibits thereto and other documents in connection therewith with the Commission and hereby ratify and confirm all that such attorneys-in-fact, or either of them, or their substitutes shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities indicated on November 13, 2000.
SIGNATURE TITLE --------- ----- /s/ James T. Hackett Chairman, President and Chief ------------------------------- Executive Officer James T. Hackett (Principal Executive Officer) /s/ William L. Transier Executive Vice President and Chief ------------------------------- Financial Officer) William L. Transier (Principal Executive Officer) /s/ Gordon L. McConnell Vice President and Controller ------------------------------- (Principal Accounting Officer) Gordon L. McConnell /s/ John B. Brock Director ------------------------------- John B. Brock /s/ Milton Carroll Director ------------------------------- Milton Carroll
8
SIGNATURE TITLE --------- ----- /s/ Thomas D. Clark, Jr. Director ------------------------------- Thomas D. Clark, Jr. /s/ James C. Flores Director ------------------------------- James C. Flores /s/ Peter J. Fluor Director ------------------------------- Peter J. Fluor /s/ Robert L. Howard Director ------------------------------- Robert L. Howard /s/ Charles F. Mitchell, M.D. Director ------------------------------- Charles F. Mitchell, M.D. /s/ J. Evans Attwell Director ------------------------------- J. Evans Attwell /s/ Barry J. Galt Director ------------------------------- Barry J. Galt /s/ Elvis L. Mason Director ------------------------------- Elvis L. Mason /s/ David K. Newbigging Director ------------------------------- David K. Newbigging /s/ Dee S. Osborne Director ------------------------------- Dee S. Osborne
9 INDEX TO EXHIBITS
Exhibit No. Description ----------- ----------- 4.1 Articles of Incorporation of the Company including that certain Statement of Resolution Establishing Series of Shares of Series B Junior Participating Preferred Stock of the Company filed March 21, 1989 with the Secretary of State of the State of Texas, as amended, including Articles of Amendment filed May 12, 1988, May 21, 1991 and May 21, 1993 with the Secretary of State of the State of Texas (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 and incorporated herein by reference), Articles of Merger filed March 30, 1999, with the Secretary of State of the State of Texas (filed as Exhibit 4.1 to the Company's Post-Effective Amendment No. 1 to Form S-4 on Form S-8 filed with the Securities and Exchange Commission on May 11, 1999 and incorporated herein by reference) and Articles of Amendment filed June 2, 1999 with the Secretary of State of the State of Texas (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by reference). 4.2 Bylaws of the Company, as amended through March 7, 1997 (filed as Exhibit 4.9 to the Company's Form S-3 filed with the Securities and Exchange Commission on September 3, 1997 and incorporated herein by reference). 4.3 Amended and Restated Rights Agreement, dated March 17, 1989, as amended effective June 13, 1992 and amended and restated as of December 12, 1997, between the Company and BankBoston, N.A. (as successor to NCNB Texas National Bank), including Form of Statement of Resolution Establishing the Series B Junior Participating Preferred Stock, the Form of Right Certificate and Form of Summary of Rights to Purchase Preferred Shares (filed as Exhibit 2 to the Company's Current Report on Form 8-K dated December 15, 1997 and incorporated herein by reference). 4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated November 24, 1998, between the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 1, 1998 and incorporated herein by reference). 4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated March 10, 1999, between the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 12, 1999 and incorporated herein by reference). 4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated May 19, 1999, between the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 21, 1999 and incorporated herein by reference). 4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated May 19, 2000, between the Company and Fleet National Bank (f/k/a BankBoston, N.A.)(filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 22, 2000 and incorporated herein by reference). 4.8* Ocean Energy, Inc. 2001 Employee Stock Purchase Plan. 5.1* Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered. 23.1* Consent of KPMG LLP. 23.2* Consent of Arthur Andersen L.L.P. 23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1 Powers of Attorney (included in the signature page).
---------- *Filed herewith.