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