-----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, IQLlaDn+NK05nZkf/XHAKzP2eBq+CfeSD3lJHmxeUVSr9mP1jv9aNq4d4EuJHC5r ZfDxTaJnQ6Sk6MfG6A0NkA== 0000895345-99-000547.txt : 19991119 0000895345-99-000547.hdr.sgml : 19991119 ACCESSION NUMBER: 0000895345-99-000547 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991118 EFFECTIVENESS DATE: 19991118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES INC CENTRAL INDEX KEY: 0000833320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 911413284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91247 FILM NUMBER: 99760635 BUSINESS ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 MAIL ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999 REGISTRATION NO. 333-________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- BURLINGTON RESOURCES INC. (Exact name of registrant as specified in its charter) DELAWARE 91-1413284 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5051 WESTHEIMER, SUITE 1400 HOUSTON, TEXAS 77056 (Address of principal executive offices) POCO PETROLEUMS LTD. INCENTIVE STOCK OPTION PLAN (Full title of the plan) FREDERICK J. PLAEGER, II, ESQ. VICE PRESIDENT AND GENERAL COUNSEL BURLINGTON RESOURCES INC. 5051 WESTHEIMER, SUITE 1400 HOUSTON, TEXAS 77056 (713) 624-9500 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ============================================================================================================== PROPOSED MAXIMUM PROPOSED AMOUNT TO OFFERING MAXIMUM TITLE OF SECURITIES BE PRICE PER AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1) - -------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per 2,539,000 $34.78125 $88,309,594 $24,551 share (2) shares (3) ============================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). Estimate is based on the average of the high and low prices of the Registrant's Common Stock reported on the New York Stock Exchange Composite Tape on November 12, 1999. (2) Includes Rights associated with the Common Stock. (3) Includes an indeterminate number of securities that may be issuable by reason of stock splits, stock dividends or similar transactions, in accordance with Rule 416 under the Securities Act of 1933.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE. The following documents have been filed by Burlington Resources Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998; (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, June 30, 1999 and March 31, 1999; (3) The Registrant's Current Reports on Form 8-K dated August 19, 1999, August 18, 1999 and March 3, 1999; (4) The definitive Joint Management Information Circular and Proxy Statement with respect to an Arrangement involving the Registrant and Poco Petroleums Ltd., filed by the Registrant on Form S-3 on November 12, 1999; (5) The definitive Joint Management Information Circular and Proxy Statement with respect to an Arrangement involving the Registrant and Poco Petroleums Ltd., filed by the Registrant on Schedule 14A on October 14, 1999; and (6) The description of the Registrant's Common Stock, par value $.01 per share (the "Common Stock"), contained in the Registrant's Registration Statement on Form 8-A (Registration No. 1-9971) dated June 21, 1988, filed with the Commission under Section 12 of the Exchange Act and as amended by the Registrant's Form 8 dated June 22, 1988. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which 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 such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the issuance of the securities offered hereby will be passed upon for the Registrant by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations). The financial statements incorporated by reference in this Registration Statement from the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 have been incorporated herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. The financial statements incorporated by reference in this Registration Statement from the Joint Management Information Circular and Proxy Statements filed by the Registrant have been incorporated herein in reliance on the report of KPMG LLP, chartered accountants, given on the authority of that firm as experts in accounting and auditing. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant is governed by Section 145 of the General Corporation Law of the State of Delaware (the "DGCL"), which provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation (a "Derivative Action")), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of Derivative Actions, except that indemnification only extends to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise. Article X of the Registrant's By-Laws requires indemnification of directors and officers to the full extent permitted under the DGCL as from time to time in effect. Subject to any restrictions imposed by the DGCL, the Registrant's By-Laws provide a right to indemnification for all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by any person in connection with any actual or threatened proceeding by reason of the fact that such person is or was serving as a director or officer of the Registrant, or that, being or having been such a director or officer of the Registrant, such person is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including an employee benefit plan. The Registrant's By-Laws also provide that the Registrant may, by action of its Board of Directors, provide indemnification to its employees or agents with the same scope and effect as the foregoing indemnification of directors and officers. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful repurchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit. Article 13 of the Registrant's Certificate of Incorporation, as amended, provides that to the full extent that the DGCL permits the limitation or elimination of the liability of directors, a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as director. Any amendment or repeal of such Article 13 will not adversely affect any right or protection of a director of the Registrant for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. The DGCL and the Registrant's Certificate of Incorporation, as amended, may have no effect on claims arising under the federal securities laws. Officers and directors of the Registrant are covered by insurance (with certain exceptions and within certain limitations) which indemnifies them against losses and liabilities arising from certain alleged "wrongful acts," including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement: EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1 Form of Shareholder Rights Agreement dated as of December 16, 1998, between the Registrant and BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed December 1998, and incorporated herein by reference). 4.2 Form of Certificate of Incorporation (filed as Exhibit 3.1 to Form 10-K, filed February 26, 1999, and incorporated herein by reference). 4.3 Form of By-Laws of the Registrant (filed as Exhibit 3.1 to Form 10-K, filed February 26, 1999, and incorporated herein by reference). 5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations) regarding the legality of the securities being registered.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of KPMG LLP.* 23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1). 24.1 Powers of Attorney authorizing execution of Registration Statement on Form S-8 on behalf of certain directors of Registrant (included on signature pages to this Registration Statement). - ------------------------ *Filed herewith. ITEM 9. UNDERTAKINGS. The undersigned hereby undertakes: (a) 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 of 1933, as amended (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; (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)(i) and (a)(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 by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b) 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. (c) 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. (d) 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 that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 Act and will be governed by the final adjudication of such issue. 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 this 18th day of November, 1999. BURLINGTON RESOURCES INC. /s/ Bobby S. Shackouls ---------------------------------------- Name: Bobby S. Shackouls Title: Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes John E. Hagale and L. David Hanower and each of them as attorneys-in-fact, with full power of substitution, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments. 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 18th day of November, 1999. SIGNATURE TITLE - ------------------------------- ------------------------------------------- /s/ Bobby S. Shackouls Chairman of the Board, President and Chief - ---------------------------- Executive Officer Bobby S. Shackouls /s/ H. Leighton Steward Vice Chairman of the Board - ---------------------------- H. Leighton Steward /s/ John E. Hagale Executive Vice President and Chief Financial - ---------------------------- Officer John E. Hagale /s/ Philip W. Cook Vice President and Controller (Chief - ---------------------------- Accounting Officer) Philip W. Cook /s/ John V. Byrne Director - ---------------------------- John V. Byrne /s/ S. Parker Gilbert Director - ---------------------------- S. Parker Gilbert /s/ Laird I. Grant Director - ---------------------------- Laird I. Grant /s/ John T. LaMacchia Director - ---------------------------- John T. LaMacchia /s/ James F. McDonald Director - ---------------------------- James F. McDonald /s/ Kenneth W. Orce Director - ---------------------------- Kenneth W. Orce /s/ Donald M. Roberts Director - ---------------------------- Donald M. Roberts /s/ John F. Schwarz Director - ---------------------------- John F. Schwarz /s/ Walter Scott, Jr. Director - ---------------------------- Walter Scott, Jr. /s/ William E. Wall Director - ---------------------------- William E. Wall INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 4.1 Form of Shareholder Rights Agreement dated as of December 16, 1998, between the Registrant and BankBoston, N.A. (filed as Exhibit 1 to Form 8-A, filed December 1998, and incorporated herein by reference). 4.2 Form of Certificate of Incorporation (filed as Exhibit 3.1 to Form 10-K, filed February 26, 1999, and incorporated herein by reference). 4.3 Form of By-Laws of the Registrant (filed as Exhibit 3.1 to Form 10-K, filed February 26, 1999, and incorporated herein by reference). 5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations) regarding the legality of the securities being registered.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of KPMG LLP.* 23.3 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1). 24.1 Powers of Attorney authorizing execution of Registration Statement on Form S-8 on behalf of certain directors of Registrant (included on signature pages to this Registration Statement). - ------------------------ *Filed herewith. EX-5.1 2 EXHIBIT 5.1 [Letterhead of Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations)] November 18, 1999 Burlington Resources Inc. 5051 Westheimer, Suite 1400 Houston, Texas 77056 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: Burlington Resources Inc. (the "Company") is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the "Registration Statement") with respect to an aggregate of 2,539,000 shares (the "Shares") of common stock, par value $.01 per share, of the Company, issuable pursuant to the Poco Petroleums Ltd. Incentive Stock Option Plan (the "Plan"). All assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company, as we have deemed necessary or appropriate for the purposes of this opinion. In all examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein. We also have assumed that any future changes to the terms and conditions of the Plan will be duly authorized by the Company and will comply with all applicable laws. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued and paid for (with the consideration received by the Company being not less than the par value thereof) in accordance with the provisions of the Plan and the applicable option agreements thereunder, will be duly authorized, validly issued, fully paid and non-assessable. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, the provisions of the Delaware Constitution applicable to corporations and the reported judicial decisions interpreting those laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of such persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 20, 1999 relating to the financial statements, which appears in the 1998 Annual Report to Shareholders of Burlington Resources Inc., which is incorporated by reference in Burlington Resources Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Houston, Texas November 18, 1999 EX-23.2 4 EXHIBIT 23.2 The Board of Directors Burlington Resources Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of Burlington Resources Inc. dated November 18, 1999 of our report dated February 18, 1999 (except as to Note 10 which is as of August 18, 1999) with respect to the consolidated balance sheets of Poco Petroleums Ltd. as of December 31, 1998 and 1997 and the consolidated statements of earnings, deficit and cash flows for each of the years in the three year period ended December 31, 1998 which report appears in the definitive Joint Management Information Circular and Proxy Statement on Schedule 14A filed on October 14, 1999. /s/ KPMG LLP Calgary, Canada November 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----