-----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, ClaGAKcIX7puNwibken2HhgVg7/sVfV9dZ27t7NO1POSCRGuxgs1rba4umujPqML MK2swrmE5mQi4K6z9ixcUQ== 0000950129-99-002093.txt : 19990512 0000950129-99-002093.hdr.sgml : 19990512 ACCESSION NUMBER: 0000950129-99-002093 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19990511 EFFECTIVENESS DATE: 19990511 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: SEC FILE NUMBER: 333-78255 FILM NUMBER: 99617434 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7139514700 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL ENERGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 S-8 1 OCEAN ENERGY, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1999 REGISTRATION NO. __________ ================================================================================ 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. 1996 LONG-TERM INCENTIVE PLAN OCEAN ENERGY, INC. 1994 LONG-TERM INCENTIVE PLAN UNITED MERIDIAN CORPORATION 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION 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: J. MARK METTS VINSON & ELKINS LLP 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) ..... 3,874,290(4) $10.39 $40,272,006 $11,196 - --------------------------------------------------------------------------------------------------------------------
(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. (4) Consisting of 3,874,290 shares of common stock of the Registrant reserved for issuance under the Ocean Energy, Inc. 1996 Long-Term Incentive Plan and the Ocean Energy, Inc. 1994 Long-Term Incentive Plan (the "OEI Plans"), and the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan (the "UMC Plan"). At the effective time of the Merger (as defined below), the OEI Plans and the UMC Plan were assumed by the Registrant and each share of common stock of OEI (as defined below) issuable under the OEI Plans and the UMC Plan was converted into an equal number of shares of common stock of the Registrant. 2 INTRODUCTORY STATEMENT On March 30, 1999, the shareholders of Seagull Energy Corporation, a Texas corporation ("Seagull"), and the stockholders of Ocean Energy, Inc., a Delaware corporation ("OEI") approved and adopted the Agreement and Plan of Merger dated as of November 24, 1998, as amended (the "Merger Agreement") by and between Seagull and OEI providing for the merger of OEI with and into Seagull (the "Merger"). In connection with the Merger, Seagull changed its name to "Ocean Energy, Inc." (the "Company" or the "Registrant"). OEI's common stock, par value $0.01 per share ("OEI Common Stock") is no longer transferable, and certificates evidencing shares of OEI Common Stock represent only the right to receive, without interest, shares of the Company's common stock, par value $0.10 per share, ("Company Common Stock") in accordance with the provisions of the Merger Agreement. Pursuant to the Merger Agreement, the Company assumed the OEI Plans and the UMC Plan (each as hereinafter defined), and each unexpired and unexercised outstanding option to purchase OEI Common Stock under the OEI Plans and the UMC Plan was automatically converted into an option to purchase the equivalent number of shares of Company Common Stock at the same option exercise price. The UMC Plan was assumed by OEI in connection with the merger of United Meridian Corporation, a Delaware corporation, with and into OEI on March 27, 1998. This registration statement on Form S-8 relates to up to 3,874,290 shares of Company Common Stock, 947,711 of which are issuable under the Ocean Energy, Inc. 1996 Long-Term Incentive Plan and 2,731,579 of which are issuable under the Ocean Energy, Inc. 1994 Long-Term Incentive Plan (the "OEI Plans") and 195,000 of which are issuable under the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan (the "UMC Plan"). 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, 1998, as filed with the Commission on February 16, 1999. (b) The Company's amendment to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998, as filed with the Commission on March 1, 1999. (c) The Company's Current Reports on Form 8-K filed with the Commission on March 12, 1999, April 9, 1999 and May 4, 1999. (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. 1 3 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. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 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 2 4 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 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." The Merger Agreement provides that the Company will, for six years after the effective time of the Merger indemnify, defend and hold harmless each person who is, has been or becomes prior to the effective time of the Merger an officer or director of OEI and its subsidiaries or an employee of OEI or any of its subsidiaries who acts as fiduciary under any OEI benefit plan against all losses, claims, damages, liabilities, fees and expenses arising in whole or in part out of actions or omissions in their capacity as such which occur prior to the effective time. Such indemnification is made to the full extent permitted under Texas law or the Company's Articles of Incorporation and Bylaws and OEI's written indemnification agreements in effect as of November 24, 1998. Any determination of whether a person's conduct complies with the required standard will be made by independent counsel acceptable to both the Company and the indemnified party. The Company will also maintain OEI's existing directors' and officers' liability insurance policy (or a policy with substantially similar coverage) for not less than six years after the effective time of the Merger but only to the extent related to actions or omissions prior to the effective time of the Merger, provided that the aggregate premium for maintaining such policy for the six year period will not exceed $2,500,000.00. Additionally, the Company will maintain the directors' and officers' insurance policy of United Meridian Corporation as currently in effect until March 27, 2003. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1+ - Articles of Incorporation of the Company, 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, Articles of Merger filed March 30, 1999, with the Secretary of State of the State of Texas (filed herewith) and 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 (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). 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 18, 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). 3 5 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 - Ocean Energy, Inc. 1996 Long-Term Incentive Plan, as amended, (filed as Exhibit 99.1 to Ocean Energy Inc.'s Form S-8 (No. 333-45117) filed on January 29, 1998, and incorporated herein by reference). 4.7 - Ocean Energy, Inc. 1994 Long-Term Incentive Plan (filed as Exhibit 10.3 to Amendment No. 2 to Ocean Energy Inc.'s Registration Statement on Form S-1 (No. 33-84308) filed October 31, 1994 and incorporated herein by reference). 4.8 - United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan (filed as Exhibit 4.15 to United Meridian Corporation's Registration Statement on Form S-8 (No. 33-79160), and incorporated herein by reference). 4.9 - First Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated May 22, 1996 (filed as Exhibit 4.4.1 to United Meridian Corporation's Registration Statement on Form S-8 (No. 333-05401), and incorporated herein by reference). 4.10 - Second Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated November 13, 1996 (filed as Exhibit 4.4 to United Meridian Corporation's Registration Statement on Form S-8 (No. 333-28107), and incorporated herein by reference). 4.11 - Third Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated November 19, 1997 (filed as Exhibit 4.9 to United Meridian Corporation's Registration statement on Form S-8 (No. 333-42467), and incorporated herein by reference). 4.12 - Fourth Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated March 27, 1998 (filed as Exhibit 4.19 to Ocean Energy, Inc.'s Form S-8 (No. 333-43933) and incorporated herein by reference). 5.1* - Opinion of Vinson & Elkins L.L.P. as to the legality of the shares being registered. 23.1* - Consent of KPMG LLP - Company. 23.2* - Consent of Arthur Andersen LLP - OEI. 23.3* - Consent of Netherland, Sewell & Associates, Inc. - Company. 23.4* - Consent of Ryder Scott Company Petroleum Engineers - Company. 23.5* - Consent of DeGolyer and McNaughton - Company. 23.6* - Consent of Netherland, Sewell & Associates, Inc. - OEI. 23.7* - Consent of McDaniel & Associates Consultants, Ltd. - OEI. 23.8* - Consent of Ryder Scott Company Petroleum Engineers - OEI. 23.9 - 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 of this Post-effective Amendment No. 1). 4 6 ----------------- +filed herewith in part and incorporated herein by reference in part *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 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 May 11, 1999. OCEAN ENERGY, INC. By: /s/ James T. Hackett ----------------------------------------- James T. Hackett 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 May 11, 1999.
SIGNATURE TITLE - --------- ----- /s/ James C. Flores Chairman of the Board - ----------------------------------- James C. Flores /s/ James T. Hackett President and Chief Executive Officer - ----------------------------------- (Principal Executive Officer) James T. Hackett /s/ William L. Transier Executive Vice President and Chief Financial Officer - ----------------------------------- (Principal Financial Officer) William L. Transier /s/ Gordon L. McConnell Vice President and Controller - ----------------------------------- (Principal Accounting Officer) Gordon L. McConnell /s/ James L. Dunlap Vice Chairman of the Board of Directors - ----------------------------------- James L. Dunlap /s/ John B. Brock Director - ----------------------------------- John B. Brock
S-1 8
SIGNATURE TITLE - --------- ----- /s/ Milton Carroll Director - ----------------------------------- Milton Carroll Director - ----------------------------------- Thomas D. Clark, Jr. /s/ Peter J. Fluor Director - ----------------------------------- Peter J. Fluor /s/ Robert L. Howard Director - ----------------------------------- Robert L. Howard Director - ----------------------------------- Charles F. Mitchell, M.D. /s/ J. Evans Attwell Director - ----------------------------------- J. Evans Attwell /s/ Barry J. Galt Director - ----------------------------------- Barry J. Galt Director - ----------------------------------- Elvis L. Mason /s/ David K. Newbigging Director - ----------------------------------- David K. Newbigging Director - ----------------------------------- Dee S. Osborne Director - ----------------------------------- R.A. Walker
S-2 9 INDEX TO EXHIBITS
Exhibit Number Description of Exhibits - ------ ----------------------- 4.1+ Articles of Incorporation of the Company, 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, Articles of Merger filed March 30, 1999, with the Secretary of State of the State of Texas (filed herewith) and 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 (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). 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 18, 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 Ocean Energy, Inc. 1996 Long-Term Incentive Plan, as amended, (filed as Exhibit 99.1 to Ocean Energy Inc.'s Form S-8 (No. 333-45117) filed on January 29, 1998, and incorporated herein by reference). 4.7 Ocean Energy, Inc. 1994 Long-Term Incentive Plan (filed as Exhibit 10.3 to Amendment No. 2 to Ocean Energy Inc.'s Registration Statement on Form S-1 (No. 33-84308) filed October 31, 1994 and incorporated herein by reference). 4.8 United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan (filed as Exhibit 4.15 to United Meridian Corporation's Registration Statement on Form S-8 (No. 33-79160), and incorporated herein by reference). 4.9 First Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated May 22, 1996 (filed as Exhibit 4.4.1 to United Meridian Corporation's Registration Statement on Form S-8 (No. 333-05401), and incorporated herein by reference). 4.10 Second Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated November 13, 1996 (filed as Exhibit 4.4 to United Meridian Corporation's Registration Statement on Form S-8 (No. 333-28107), and incorporated herein by reference). 4.11 Third Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated November 19, 1997 (filed as Exhibit 4.9 to United Meridian Corporation's Registration statement on Form S-8 (No. 333-42467), and incorporated herein by reference).
10 4.12 Fourth Amendment to the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan, dated March 27, 1998 (filed as Exhibit 4.19 to Ocean Energy, Inc.'s Form S-8 (No. 333-43933) and incorporated herein by reference). 5.1* Opinion of Vinson & Elkins LLP as to the legality of the shares being registered. 23.1*- Consent of KPMG LLP - Company. 23.2* Consent of Arthur Andersen LLP - OEI. 23.3*- Consent of Netherland, Sewell & Associates, Inc. - Company. 23.4*- Consent of Ryder Scott Company Petroleum Engineers - Company. 23.5*- Consent of DeGolyer and McNaughton - Company. 23.6* Consent of Netherland, Sewell & Associates, Inc. - OEI. 23.7* Consent of McDaniel & Associates Consultants, Ltd. - OEI. 23.8* Consent of Ryder Scott Company Petroleum Engineers - OEI. 23.9 - 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 of this Post-effective Amendment No. 1).
- -------------------------------- +filed herewith in part and incorporated herein by reference in part *filed herewith EX-4.1 2 ARTICLES OF INCORPORATION OF THE COMPANY 1 EXHIBIT 4.1 ARTICLES OF MERGER OF OCEAN ENERGY, INC. (a Delaware corporation) INTO SEAGULL ENERGY CORPORATION (a Texas corporation) Pursuant to the provisions of Article 5.04 of Texas Business Corporation Act, the undersigned corporations adopt the following articles of merger for the purpose of effecting a merger in accordance with the provisions of Article 5.01 of the Texas Business Corporation Act. 1. The name of each of the undersigned corporations, the type of such corporation and the laws under which such corporations were organized are: NAME OF CORPORATION TYPE OF ENTITY STATE ------------------- -------------- ----- Ocean Energy, Inc. ("OEI") Profit corporation Delaware Seagull Energy Corporation Profit corporation Texas ("Seagull") 2. An Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 1998, as amended, was approved and adopted in accordance with the provisions of Article 5.03 of the Texas Business Corporation Act providing for the merger of OEI with and into Seagull. Seagull will be the corporation surviving the merger. 3. Upon consummation of the merger, Seagull's Articles of Incorporation will automatically be amended to: (1) increase the number of authorized shares of Seagull common stock from 100,000,000 to 450,000,000; (2) increase the number of authorized shares of Seagull preferred stock from 5,000,000 to 50,000,000; (3) change the name of Seagull to "Ocean Energy, Inc."; and (4) expand the purpose clause to permit Seagull to engage in any lawful business under Texas law, as follows: (a) Article ONE of such articles of incorporation shall be amended to read in its entirety as follows: "The name of the corporation is Ocean Energy, Inc." (b) Article THREE of such articles of incorporation shall be amended to read in its entirety as follows: 2 The purpose for which the corporation is organized is to transact any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. (c) The first paragraph of Article FOUR of such articles of incorporation shall be amended to read in its entirety as follows: The total number of shares of stock that the corporation shall have authority to issue is 500,000,000 shares, divided into 50,000,000 shares of Preferred Stock of the par value of $1.00 per share, and 450,000,000 shares of Common Stock of the par value of $.10 per share. Each share of Common Stock shall be entitled to one vote. 4. An executed copy of the Merger Agreement is on file at the principal place of business of Seagull located at 1001 Fannin, Suite 1700, Houston, Texas, 77002-6714. A copy of the Merger Agreement will be furnished by Seagull, on written request and without cost, to any shareholder of Seagull or OEI and to any creditor or obligee of the parties to the merger at the time of the merger if such obligation is then outstanding. 5. As to each of the undersigned corporations, the approval of whose shareholders is required, the number of outstanding shares of each class of stock of such corporation entitled to vote on the Merger Agreement are as follows: NUMBER OF SHARES NAME OF CORPORATION OUTSTANDING CLASS ------------------- ----------- ----- Ocean Energy, Inc.: 101,169,918 Common Stock, par value $0.01 50,000 Series A Convertible Preferred Stock, par value $0.01 Seagull Energy Corporation: 64,158,444 Common Stock, par value $0.10 The Ocean common stock and preferred stock vote together as a single class, with each share of Ocean common stock entitled to one vote and each share of Ocean preferred stock entitled to 67.91 votes. 6. As to each of the undersigned corporations, the approval of whose shareholders is required, the number of shares voted for and against the Merger Agreement, respectively, are as follows: -2- 3 TOTAL TOTAL VOTED VOTED NAME OF CORPORATION FOR AGAINST CLASS ------------------- ----- ------- ----- Ocean Energy, Inc.: 81,096,989 2,219,963 Common Stock /Preferred Stock (voting together as a single class) Seagull Energy Corporation: 44,408,585 8,815,291 Common Stock 7. The Merger Agreement and the performance of its terms were duly authorized by all action required by the laws under which each foreign corporation or other entity that is a party to the merger was incorporated or organized and by its constituent documents. -3- 4 Dated as of March 30, 1999 SEAGULL ENERGY CORPORATION, a Texas corporation By: /s/ James T. Hackett ------------------------------------------- James T. Hackett President and Chief Executive Officer OCEAN ENERGY, INC., a Delaware corporation By: /s/ James C. Flores ------------------------------------------- James C. Flores President and Chief Executive Officer -4- EX-5.1 3 OPINION OF VINSON & ELKINS LLP 1 EXHIBIT 5.1 [VINSON & ELKINS LETTERHEAD] May 11, 1999 Ocean Energy, Inc. 1001 Fannin, Suite 1600 Houston, Texas 77002 Gentlemen: We have acted as counsel to Ocean Energy, Inc., a Texas corporation (the "Company"), in connection with the preparation of the Company's Registration Statement (the "Registration Statement") on Form S-8 as filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement relates to the proposed offer and sale by the Company to certain of the former employees, officers and directors of Ocean Energy, Inc., a Delaware corporation ("OEI-Delaware"), of an aggregate of up to 3,874,290 shares of the Company's common stock, $0.10 par value (the "Shares"). The Shares are issuable upon the exercise of certain options (the "Options") granted under stock option and benefit plans (the "Plans") assumed by the Company pursuant to the merger between the Company and OEI-Delaware effective as of March 30, 1999. The assumed Plans include: the Ocean Energy, Inc. 1996 Long-Term Incentive Plan, the Ocean Energy, Inc. 1994 Long-Term Incentive Plan and the United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan. At your request, this opinion is being furnished to you for filing as an exhibit to the Registration Statement. Before rendering our opinion, we examined corporate records of the Company, including its Articles of Incorporation, its Bylaws and certain resolutions of the Board of Directors of the Company. We also examined the Registration Statement, together with exhibits thereto, and such certificates of officers of the Company, other documents and records as we have deemed necessary for the purposes of this opinion. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein. We have reviewed such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Based upon the foregoing examination and review, we are of the opinion that the Shares have been duly authorized for issuance and, when the Registration Statement becomes effective and the Shares are issued in accordance with the provisions of the agreements relating to the Options, such Shares will be validly issued, fully paid and non-assessable. 2 Ocean Energy, Inc. Page 2 April 22, 1999 This opinion is rendered as of the effectiveness of the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement. In giving this consent, however, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder. The foregoing opinion is limited to the laws of the United States of America and the State of Texas. For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or Blue Sky laws. Very truly yours, /s/ Vinson & Elkins L.L.P. VINSON & ELKINS L.L.P. EX-23.1 4 CONSENT OF KPMG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Ocean Energy, Inc.: We consent to the incorporation by reference in the registration statement to be filed on Form S-8 of Ocean Energy, Inc. of our report dated February 9, 1999, relating to the consolidated balance sheets of Seagull Energy Corporation and Subsidiaries as of December 31, 1998 and 1997 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1998, which report is included in the December 31, 1998 Annual Report on Form 10-K of Seagull Energy Corporation. KPMG LLP Houston, Texas May 10, 1999 EX-23.2 5 CONSENT OF ARTHUR ANDERSEN LLP - OEI 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 15, 1999 incorporated by reference in Ocean Energy's Form 8-K filed April 9, 1999 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP May 10, 1999 Houston, Texas EX-23.3 6 CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. 1 EXHIBIT 23.3 [NETHERLAND, SEWELL & ASSOCIATES, INC. LETTERHEAD] CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. We hereby consent to the incorporation by reference of our Firm's name in the Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries for the year ended December 31, 1998, into the Registration Statement on Form S-8 of Ocean Energy, Inc. (formerly known as Seagull Energy Corporation) to which this consent is an exhibit. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ DANNY D. SIMMONS ------------------------------------- Danny D. Simmons Senior Vice President Houston, Texas May 10, 1999 EX-23.4 7 CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS 1 EXHIBIT 23.4 [RYDER SCOTT COMPANY PETROLEUM ENGINEERS LETTERHEAD] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to incorporation by reference of our Firm's name in the Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries for the year ended December 31, 1996, into the Registration Statement on Form S-8 of Ocean Energy, Inc. (formerly known as Seagull Energy Corporation) to which this consent is an exhibit. /s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas May 10, 1999 EX-23.5 8 CONSENT OF DEGOLYER & MCNAUGHTON 1 EXHIBIT 23.5 [DEGOLYER AND MACNAUGHTON LETTERHEAD] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS We hereby consent to the incorporation by reference of our name in the Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries for the year ended December 31, 19998, into the Registration Statement on Form S-8 of Ocean Energy, Inc. (formerly known as Seagull Energy Corporation) to which this consent is an exhibit. /s/ DEGOLYER AND MACNAUGHTON DEGOLYER AND MACNAUGHTON Dallas, Texas May 10, 1999 EX-23.6 9 CONSENT OF NETHERLAND, SEWELL & ASSOICATES - OEI 1 EXHIBIT 23.6 [NETHERLAND, SEWELL & ASSOCIATES, INC. LOGO] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the reference to our firm in the Annual Report on Form 10-K of Ocean Energy, Inc. for the year ended December 31, 1998, incorporated by reference into the Registration Statement on Form S-8 of Ocean Energy, Inc. to be filed with the Securities and Exchange Commission on or about May 10, 1999. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ CLARENCE M. NETHERLAND ------------------------------------- Clarence M. Netherland Chairman Dallas, Texas May 10, 1999 EX-23.7 10 CONSENT OF MCDANIEL & ASSOCIATES CONSULTANTS, LTD 1 EXHIBIT 23.7 [MCDANIEL & ASSOCIATES LETTERHEAD] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS Dear Sirs: We hereby consent to the incorporation by reference of our Firm's name in the Annual Report on Form 10-K of Ocean Energy Inc., and subsidiaries for the year ended December 31, 1998, into the Company's Registration Statement of Form S-8 to which this consent is an exhibit. Sincerely, McDANIEL & ASSOCIATES CONSULTANTS LTD. /s/ P. A. WELCH - ----------------------------------- P. A. Welch, P. Eog. Vice President Calgary, Alberta Dated: May 10, 1999 EX-23.8 11 CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS 1 EXHIBIT 23.8 [RYDER SCOTT COMPANY PETROLEUM ENGINEERS LETTERHEAD] CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to incorporation by reference of our Firm's name in the Annual Report on Form 10-K of Ocean Energy, Inc. and subsidiaries for the year ended December 31, 1998, into the Company's Registration Statement on Form S-8 to which this consent is an exhibit. /s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas May 10, 1999 -----END PRIVACY-ENHANCED MESSAGE-----