8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   May 8, 2008

FOREST OIL CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-13515	25-0484900
(Commission File Number)	(IRS Employer Identification No.)
707 17th Street, Suite 3600, Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

303.812.1400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, effective May 8, 2008, James D. Lightner was elected to serve as Chairman of the Board of Directors of Forest Oil Corporation.   Mr. Lightner has served as a director of Forest since 2004 and also serves as Chairman of two standing committees of the Board, including the Compensation Committee and the Executive Committee.  In addition, in conjunction with the Annual Meeting of Shareholders, effective May 8, 2008, the Board decreased the number of members of the Board from eight to seven members.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 8, 2008, the Board of Directors approved an amendment to the Bylaws as restated on February 14, 2001 (the “Bylaws”).  The amendment (“Amendment No. 4”) is effective immediately and replaces in its entirety Article I, Section 4 of the Bylaws concerning the advance notification requirements for any shareholder proposals, including without limitation any nominations of candidates for election as directors of Forest, if such matter is to be brought before an annual meeting or special meeting of the shareholders.  Section 4, as amended, shall be the exclusive means for a shareholder to make nominations or submit other business before a meeting of Forest’s shareholders.

Generally, Amendment No. 4 extends the advance notification periods for shareholder proposals, clarifies the application of advance notice provision to extend to all proposals and nominations for election as directors of Forest, revises and expands the scope of information that a shareholder needs to provide to Forest in connection with any proposal, and requires the person making the proposal to provide Forest with a completed written questionnaire concerning the director nominee and provide certain representations to Forest.  Section 4 requires that a shareholder making a proposal must be a holder of record at the time of giving the required notice and, as of the time of the meeting, be entitled to vote at the meeting, and comply with the other requirements contained in Section 4. To be timely, any nomination or any other business to be brought before the annual meeting must be in writing and delivered to Forest not earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary date on which Forest first mailed its proxy materials and/or its notice of access to proxy materials for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding year’s annual meeting, notice by the shareholder to be timely must be delivered not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 100^th day prior to the date of such meeting or, if the first public announcement of the date of such meeting is less than 100 days prior to the date of such meeting, the 10^th day following the day on which public announcement of the date of such meeting is first made by Forest.  Amendment No. 4 also includes advance notice requirements regarding any proposals to be presented at any special meeting of shareholders that are similar to the advance notification provisions concerning any annual meetings of shareholders.  The adjournment or postponement of an annual meeting or special meeting will not commence a new time period for the giving of a shareholder’s notice.

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As amended, Section 4 requires that a shareholder making a proposal provide Forest with certain information, including information about their proposal, their ownership interest in Forest (including, for example, any derivative instruments directly or indirectly owned beneficially by the shareholder), and other economic interests in Forest’s securities and the proposal, and the reason for conducting any such business at the meeting.

Previously, the advance notice periods included in Article I, Section 4 of the Bylaws required a shareholder to provide prior notice not less than 60 days nor more than 90 days prior to the first anniversary of the date on which Forest first mailed its proxy materials to shareholders for the preceding year’s annual meeting; provided, if the date of the annual meeting was advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the preceding year’s annual meeting, a shareholder notice, to be timely, had to be delivered not earlier than the 90^th day prior to such annual meeting and not later than the close of business on the later of the 60^th day prior to such annual meeting, or not later than the 10^th day following the date on which the public announcement of the date of the meeting was made.  The superseded advance notice provisions applied to special meetings as well as annual meetings, but did not apply to proposals that were made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

A complete copy of Amendment No.4 to the Bylaws is included in this Current Report on Form 8-K as Exhibit 3.1.  Forest intends to file a complete copy of its Bylaws, as amended by Amendment No.4, as an Exhibit to its next quarterly report on Form 10-Q.

Item 7.01Regulation FD Disclosure.

On May 8, 2008, Forest announced that it had secured commitments from its existing and new lenders under its bank credit facilities to amend the credit facilities and to exercise an accordion option to increase the size of the credit facilities.  The pending amendment and accordion option will increase the combined commitments under the U.S. credit facility and the Canadian credit facility to $1.8 billion and establish the global borrowing base at $1.8 billion.   Currently, the lender commitments under the credit facility total $1 billion and the global borrowing base is set at $1.4 billion.  The amended credit facilities will consist of the U.S. credit facility in the increased amount of $1.65 billion and the Canadian credit facility in the amount of $150 million.     Forest expects to complete the amendment documentation and implement the expanded credit facilities in mid-May, 2008.

The information in this Current Report under Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
3.1	Amendment No. 4 dated May 8, 2008 to the Bylaws of Forest Oil Corporation Restated on February 14, 2001.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FOREST OIL CORPORATION
		(Registrant)
Dated:	May 9, 2008	By	/s/ CYRUS D. MARTER IV
			Cyrus D. Marter IV
			Senior Vice President, General
			Counsel and Secretary

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Index to Exhibits Filed with the Current Report on Form 8-K

Exhibit	Description
3.1	Amendment No. 4 dated May 8, 2008 to the Bylaws of Forest Oil Corporation Restated on February 14, 2001.

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EX-3.1

Exhibit 3.1

AMENDMENT NO. 4 TO THE

RESTATED BYLAWS OF FOREST OIL CORPORATION

Dated as of May 8, 2008

Section 4 of Article I, “Shareholder Meetings,” of the Forest Oil Corporation Restated Bylaws dated as of February 14, 2001, shall be and hereby is deleted and replaced in its entirety as follows:

Section 4.

All matters to be considered and brought before any annual or special meeting of shareholders of the corporation, whether or not such matter is to be included in the corporation’s proxy statement prepared pursuant to the federal securities laws, including the proxy rules set forth in the Securities Exchange Act of 1934, as amended ( the “Exchange Act”), shall be properly brought before any such meeting only if in compliance with the procedures set forth in this Section 4.

(A)Annual Meetings of Shareholders.

(1)Nominations of persons for election to the board of directors and the proposal of other business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the corporation’s notice of meeting, (b) by or at the direction of the board of directors or (c) by any shareholder of the corporation who (i) was a shareholder of record at the time of giving of notice provided for in this by-law and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this Section 4 as to such business or nomination; clause (c) shall be the exclusive means for a shareholder to make nominations or submit other business before an annual meeting of shareholders.

(2)Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a shareholder pursuant to Section 4(A)(1)(c) of this Section 4, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation and such other business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary date on which the corporation first mailed its proxy materials and, or its notice of access to proxy materials for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 100th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which

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public announcement of the date of such meeting is first made by the corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

To be in proper form, a shareholder’s notice (whether given pursuant to this Section 4(A)(2) or Section 4(B)) to the Secretary must:

(a) set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the corporation which are, directly or indirectly, owned beneficially and of record by such shareholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder has a right to vote any shares of any security of the corporation, (D) any short interest in any security of the corporation (for purposes of this by-law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the corporation owned beneficially by such shareholder that are separated or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s immediate family sharing the same household (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(b) if the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder;

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(c) set forth, as to each person, if any, whom the shareholder proposes to nominate for election or reelection to the board of directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all biographical and related party transaction and other information that would be required to be disclosed pursuant to the federal and state securities laws if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) with respect to each nominee for election or reelection to the board of directors, include a completed and signed questionnaire, representation and agreement required by Section 4(D) below.

The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(3)Notwithstanding anything in the second sentence of Section 4(A)(2) to the contrary, in the event that the number of directors to be elected to the board of directors is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 4 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.

(B)Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the board of directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the corporation who (a) is a shareholder of record at the time of giving of notice provided for in this by-law and at the time of the special meeting, (b) is entitled to vote at the meeting, and (c) complies with the notice procedures set forth in this Section 4 as to such nomination. In the event the corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the board of directors, any such shareholder may

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nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the shareholder’s notice required by Section 4(A)(2)  with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 4(D) below) shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 100th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above.

(C)General.

(1)Only such persons who are nominated in accordance with the procedures set forth in this by-law shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 4. Except as otherwise provided by law, or the corporation’s Certificate of Incorporation or its Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 4 and, if any proposed nomination or business is not in compliance with this Section 4, to declare that such defective proposal or nomination shall be disregarded.

(2)For purposes of this Section 4, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3)Notwithstanding the foregoing provisions of this Section 4, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 4; provided, however, that any references in the corporation’s Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 4(A)(1)(c) or Section 4(B) above. Nothing in this Section 4 shall eliminate or limit any obligations of any shareholder pursuant to Rule 14a-8 under the Exchange Act or any other applicable federal or state securities law with respect to that shareholder’s request to include proposals in the corporation’s proxy statement.

(D)Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 4) to the Secretary at the principal executive offices of the corporation a written questionnaire

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with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.

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