S-8 1 regstate.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 20, 2002 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BERRY PETROLEUM COMPANY (Exact name of registrant as specified in its charter) Delaware 77-0079387 (State or other (I.R.S. Employer jurisdiction Identification No.) of incorporation or organization) 5201 Truxtun Avenue, Suite 300 Bakersfield, California 93309 (Address of principal executive offices, including zip code) Berry Petroleum Company 1994 Stock Option Plan (Full Title of the Plan) Jerry V. Hoffman Copies to: Chairman of the Board, Laura K. McAvoy, Esq. President and Chief Executive Jackson DeMarco & Peckenpaugh Officer 2815 Townsgate Road, Suite 200 5201 Truxtun Avenue, Suite 300 Westlake Village, California Bakersfield, California 93309 91361 (661) 616-3900 (Name, Address, and Telephone number, including area code, of agent for service) 1 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount to Offering Aggregate Amount of to be be Price per Offering Registration Registered Registered Share Price Fee (1) (2) (3) (4) ___________ ___________ __________ ___________ ____________ _______ _______ ________ _______ ______ Class A 1,000,000 $16.65 $16,650,000 $1,531.80 Common shares Stock, $.01 par value Rights to 1,000,000 Purchase shares Shares of Class A Common Stock (1) This Registration Statement also covers such additional number of shares, presently indeterminable, as may become issuable in the event of stock dividends, stock splits, recapitalizations or other changes in the Class A Common Stock. (2) Includes Rights to purchase shares of Class A Common Stock upon the occurrence of certain events pursuant to the Berry Petroleum Company Rights Agreement dated December 8, 1999 ("Rights Agreement"). (3) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457 (c ) of the Securities Act of 1933, as amended (the "Securities Act"). The Proposed Maximum Offering Price Per Share has been computed on the basis of the price of securities of the same class using the average of the high and low prices of the Common Stock as reported by the New York Stock Exchange of $16.65 per share on August 16, 2002. (4) Amount to be Registered multiplied by the Proposed Maximum Offering Price Per Share. 2 The Company's Registration Statement on Form S-8 (File No. 33-61337) filed with the Commission on July 27, 1995 and the Registration Statement on Form S-8 (File No. 333-62873) filed with the Commission on September 4, 1998 are incorporated herein by reference. At the Annual Meeting of Stockholders of Berry Petroleum Company held on May 16, 2002, the Stockholders approved an amendment to the Berry Petroleum Company Restated and Amended 1994 Stock Option Plan (the "Plan") that (i) increased, by 1,000,000 shares, the number of shares of Class A Common Stock, $0.01 par value ("Shares"), authorized for issuance under the Plan to a total of 3,000,000 Shares and (ii) provided that the Option exercise price shall be not less than the Fair Market Value on the date of grant. This Registration Statement registers such additional securities. SIGNATURES THE REGISTRANT. 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 Bakersfield, State of California, on this 19 day of August 2002. BERRY PETROLEUM COMPANY By: s/s Jerry V. Hoffman Jerry V. Hoffman, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By: s/s Ralph J. Goehring Ralph J. Goehring, Senior Vice President and Chief Financial Officer (Principal Financial Officer) By: s/s Donald A. Dale Donald A. Dale, Controller (Principal Accounting Officer) 3 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURES TITLE DATE S/s Jerry V. Hoffman Chairman of the July 16, 2002 Jerry V. Hoffman Board, President and Director S/s William F. Berry Director July 22, 2002 William F. Berry S/s Ralph B. Busch, III Director July 19, 2002 Ralph B. Busch, III S/s William E. Bush Director July 22, 2002 William E. Bush, Jr. S/s Steven L. Cropper Director July 23, 2002 Steven L. Cropper S/s J. Herbert Gaul, Jr. Director July 19, 2002 J. Herbert Gaul, Jr. S/s John A. Hagg Director August 13, 2002 John A. Hagg S/s Robert Heinemann Director August 5, 2002 Robert Heinemann S/s Thomas J. Jamieson Director July 17, 2002 Thomas J. Jamieson S/s Roger G. Martin Director July 19, 2002 Roger G. Martin S/s Martin H. Young, Jr. Director July 30, 2002 Martin H. Young. Jr. 4 EXHIBIT INDEX Exhibit Description Sequentially No. Numbered Pages 4.1 Restated and Amended 1994 Stock Option Plan 6 5.1 Opinion of Jackson DeMarco & Peckenpaugh 13 regarding validity of securities 23.1 Consent of Jackson DeMarco & Peckenpaugh 13 (included in Exhibit 5.1) 23.2 Consent of PriceWaterhouseCoopers L.L.P. 14 5