-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nvcbat1nOrQGCIZFqmzAfijmT0rL12wXJ3GV4a7GjuXxWFaTLEhYNKgmUcIA4C2E WGRnssIy/O3nmh7w/vJwXw== 0000950129-02-005314.txt : 20021031 0000950129-02-005314.hdr.sgml : 20021031 20021031170703 ACCESSION NUMBER: 0000950129-02-005314 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021031 EFFECTIVENESS DATE: 20021031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN ENERGY INC /TX/ CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100903 FILM NUMBER: 02805409 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7132656000 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL ENERGY CORP DATE OF NAME CHANGE: 19920703 S-8 1 h00808sv8.txt OCEAN ENERGY, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2002 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) DELAWARE 74-1764876 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1001 FANNIN, SUITE 1600 HOUSTON, TEXAS 77002 (Address of principal executive offices, including zip code) ---------------------- 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 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: T. MARK KELLY 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 PRICE FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.10 per share 8,842,351 $17.55(2) $155,183,260.05(2) $14,276.86
================================================================================ (1) The number of Shares of Common Stock being registered herein is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The calculation of the proposed maximum offering price is based upon the average of the high and low sales prices of the Common Stock of the Registrant on October 29, 2002 as reported by the New York Stock Exchange consolidated reporting system. INTRODUCTORY STATEMENT STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES The additional shares to be registered by this Registration Statement are of the same class as those securities covered by Ocean Energy, Inc.'s previously filed Registration Statement on Form S-8 filed on May 11, 1999 (Registration No. 333-68679) (as amended to date, the "Registration Statement") with respect to the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement, including reports under the Securities Exchange Act of 1934, as amended, that Ocean Energy, Inc. filed after the date of the Registration Statement to maintain current information about Ocean Energy, Inc., are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following exhibits are filed herewith: 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of KPMG LLP 23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included on the signature page to this registration statement). 99.1 Seventh Amendment to the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees 1 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 31st day of October, 2002. OCEAN ENERGY, INC. By: /s/ ROBERT K. REEVES ----------------------------------------- Robert K. Reeves Executive Vice President, General Counsel and Secretary KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert K. Reeves and William L. Transier and each of them severally as his or her true and lawful attorneys-in-fact, with power to act, with or without the other, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and anything appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact may lawfully do or cause to be done by virtue hereof. 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 31st day of October, 2002.
SIGNATURE TITLE --------- ----- /s/ JAMES T. HACKETT ----------------------------- Chairman of the Board, President James T. Hackett and Chief Executive Officer /s/ WILLIAM L. TRANSIER ----------------------------- Executive Vice President and Chief William L. Transier Financial Officer /s/ J. EVANS ATTWELL ----------------------------- Director J. Evans Attwell /s/ JOHN B. BROCK ----------------------------- Director John B. Brock /s/ MILTON CARROLL ----------------------------- Director Milton Carroll /s/ THOMAS D. CLARK, JR. ----------------------------- Director Thomas D. Clark, Jr.
/s/ PETER J. FLUOR ----------------------------- Director Peter J. Fluor /s/ BARRY J. GALT ----------------------------- Director Barry J. Galt /s/ WANDA G. HENTON ----------------------------- Director Wanda G. Henton /s/ ROBERT L. HOWARD ----------------------------- Director Robert L. Howard /s/ ELVIS L. MASON ----------------------------- Director Elvis L. Mason /s/ Charles F. Mitchell ----------------------------- Director Charles F. Mitchell /s/ DAVID K. NEWBIGGING ----------------------------- Director David K. Newbigging /s/ DEE S. OSBORNE ----------------------------- Director Dee S. Osborne
EXHIBIT INDEX The following exhibits are filed herewith: 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of KPMG LLP 23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto). 24.1 Powers of Attorney (included on the signature page to this registration statement). 99.1 Seventh Amendment to the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees EX-5.1 3 h00808exv5w1.txt OPINION OF VINSON & ELKINS L.L.P. EXHIBIT 5.1 VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET [VINSON & ELKINS LETTERHEAD] HOUSTON, TEXAS 77002-6760 TELEPHONE (713) 758-2222 FAX (713) 758-2346 www.velaw.com October 31, 2002 Ocean Energy, Inc. 1001 Fannin St., Suite 1600 Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel for Ocean Energy, Inc., a Delaware corporation (the "Company"), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale of 8,842,351 shares of common stock, par value $.10 per share, of the Company (the "Shares") pursuant to the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees (the "Plan"). In connection with the foregoing, we have examined or are familiar with the Certificate of Incorporation of the Company, as amended, the Restated Bylaws of the Company, the corporate proceedings with respect to the issuance of the Shares, the registration statement on Form S-8 filed in connection with the registration of the Shares (the "Registration Statement"), and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued in accordance with the provisions of the Plan, will be validly issued and fully paid and non-assessable. The foregoing opinion is limited to the laws of the United States of America, the Constitution of the State of Delaware and the General Corporation Law of the State of Delaware, as interpreted by federal courts and the courts of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. Very truly yours, /s/ Vinson & Elkins L.L.P. AUSTIN o BEIJING o DALLAS o HOUSTON o LONDON o MOSCOW o NEW YORK SINGAPORE o WASHINGTON, D.C. EX-23.1 4 h00808exv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Ocean Energy, Inc.: We consent to the use of the following reports dated January 24, 2002, with respect to the consolidated balance sheets of Ocean Energy, Inc. and subsidiaries (the Company) as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flow for each of the years in the three-year period ended, incorporated herein by reference. Our report covering the December 31, 2001 consolidated financial statements of the Company refers to a change in the method of accounting for derivative financial instruments effective January 1, 2001. KPMG LLP /s/ KPMG LLP Houston, Texas October 31, 2002 EX-99.1 5 h00808exv99w1.txt SEVENTH AMEND.TO LONG-TERM INCENTIVE PLAN EXHIBIT 99.1 SEVENTH 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. (the "Board") in Section 7 of the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees (the "Plan") the right to amend the Plan: WHEREAS, the Board desires to amend the Plan; NOW, THEREFORE, effective immediately the Plan is amended as follows: 1. Section 4(a) of the Plan is deleted and the following is substituted therefor: "(a) 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 after the effective date of the Seventh Amendment to the Plan shall be 2,900,000. 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, 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." 2. The first sentence of Section 11 is deleted and the following is substituted therefor: "No Award shall be granted under the Plan after the date of the annual meeting of the stockholders of the Company held in 2003." 3. As amended hereby, the Plan is specifically ratified and reaffirmed. -----END PRIVACY-ENHANCED MESSAGE-----