-----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, Dp8KS3ShPW84ArCBe2GwoegmihDGu9pCp3tQyvWLnB+uk2Zblpq8hLqcankKV8Tc /xGj4aZCU40HIyiU5kbwtQ== 0000899243-02-002012.txt : 20020712 0000899243-02-002012.hdr.sgml : 20020711 20020711172419 ACCESSION NUMBER: 0000899243-02-002012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020711 EFFECTIVENESS DATE: 20020711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT OIL & GAS CORP CENTRAL INDEX KEY: 0000858470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 043072771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-92264 FILM NUMBER: 02701348 BUSINESS ADDRESS: STREET 1: 1200 ENCLAVE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815894600 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on July 11, 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 CABOT OIL & GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-3072771 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Enclave Parkway Houston, Texas 77077 (Addresses of Principal Executive Offices) (Zip Code) Cabot Oil & Gas Corporation Cabot Oil & Gas Corporation Second Amended and Restated Second Amended and Restated 1994 Non-Employee Director 1994 Long-Term Incentive Plan Stock Option Plan (Full title of the plans) Lisa A. Machesney Cabot Oil & Gas Corporation 1200 Enclave Parkway Houston, Texas 77077 (Name and address of agent for service) (281) 589-4600 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
Proposed Proposed maximum Amount of Title of securities Amount to be maximum offering price aggregate offering registration to be registered registered per share(1) price(1) fee ------------------- ------------ ----------------------- ------------------ ------------ Common Stock, par value $.10 1,400,000 (3) $21.63 $30,282,000 $2,786 per share(2)
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing the registration fee and based upon the average of the high and low prices reported in the consolidated reporting system for the Common Stock on the New York Stock Exchange on July 8, 2002. (2) Includes the Right to Purchase Preferred Stock associated with the Common Stock. (3) These shares represent the aggregate amount of additional shares that were added to the plans pursuant to amendments to such plans that were adopted by the stockholders of the Company on May 3, 2001. EXPLANATORY NOTE This registration statement is being filed by Cabot Oil & Gas Corporation pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended. This registration statement registers an additional 1,200,000 shares of Common Stock, par value $.10 per share ("Common Stock"), of Cabot Oil & Gas Corporation, a Delaware corporation, that may be issued from time to time pursuant to the Second Amended and Restated 1994 Long-Term Incentive Plan of Cabot Oil & Gas Corporation and an additional 200,000 shares of Common Stock that may be issued from time to time pursuant to the Second Amended and Restated 1994 Non-Employee Director Stock Option Plan of Cabot Oil & Gas Corporation. Cabot Oil & Gas Corporation previously registered an aggregate of 2,800,000 shares of Common Stock to be issued from time to time pursuant to these plans in the form of (a) a Registration Statement on Form S-8 (Registration No. 33-53723) filed with the Securities and Exchange Commission (the "Commission") on May 20, 1994, as amended by Post-Effective Amendment No. 1 to Form S-8 filed with the Commission on April 12, 2000 and (b) a Registration Statement on Form S-8 (Registration Statement No. 333-37632) filed with the Commission on May 23, 2000. Those registration statements, as so amended, are incorporated herein by this reference. Filed as exhibits hereto are the following: Incorporation of Documents by Reference. The following documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Cabot Oil & Gas Corporation ("Cabot") are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof: o Cabot's annual report on Form 10-K for the fiscal year ended December 31, 2001, as amended by a Form 10-K/A filed on June 28, 2002; o Cabot's quarterly report on Form 10-Q for the quarter ended March 31, 2002; and o Cabot's current report on Form 8-K filed with the SEC on July 1, 2002, as amended by a Form 8-K/A filed on July 3, 2002. All documents filed by Cabot with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document 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 or in any subsequently filed amendment or supplement to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Exhibits. Exhibit Number Description - ------- ----------- *4.1 Certificate of Incorporation of the Company (incorporated herein by this reference to the Registration Statement on Form S-1 of the Company (Registration No. 33-32553)). *4.2 Certificate of Amendment of Certificate of Incorporation (incorporated herein by this reference to the Current Report on Form 8-K of the Company dated July 1, 2002, File No. 1-10447). *4.3 Certificate of Designation for Series A Junior Participating Preferred Stock (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 1994, File No. 1-10447). *4.4 Certificate of Increase of Shares Designated Series A Junior Participating Preferred Stock (incorporated herein by this reference to the Current Report on Form 8-K of the Company dated July 1, 2002, File No. 1-10447). *4.5 Amended and Restated Bylaws of the Company (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2001, File No. 1-10447). *4.6 Form of Certificate of Common Stock of the Company (incorporated herein by this reference to the Registration Statement on Form S-1 of the Company (Registration No. 33-32553)). *4.7 Rights Agreement dated as of March 28, 1991 between the Company and The First National Bank of Boston, as Rights Agent, which includes as Exhibit A the form of Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by this reference to the Registration Statement on Form 8-A of the Company, File No. 1-10447). (a) Amendment No. 1 to the Rights Agreement dated February 24, 1994 (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 1994, File No. 1-10447). (b) Amendment No. 2 to the Rights Agreement dated December 8, 2000 (incorporated herein by this reference to the Current Report on Form 8-K dated December 8, 2000, File No. 1-10447). *4.8 Second Amended and Restated 1994 Long-Term Incentive Plan of the Company (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2001, File No. 1-10447). *4.9 Second Amended and Restated 1994 Non-Employee Director Stock Option Plan of the Company (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2001, File No. 1-10447). 5 Opinion of Baker Botts L.L.P. 15 Awareness Letter of PricewaterhouseCoopers LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Miller and Lents, Ltd. 23.3 Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to this registration statement). 24 Powers of Attorney (included in the signature pages hereof). - ------------------ * Incorporated by reference as indicated. 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 July 11, 2002. CABOT OIL & GAS CORPORATION By: /s/ Dan O. Dinges --------------------------------------------- Dan O. Dinges Chairman, Chief Executive Officer and President Each person whose signature appears below appoints Scott C. Schroeder and Lisa A. Machesney, and each of them, each of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on July 11, 2002. Signature Title - --------- ----- /s/ Dan O. Dinges Chairman, Chief Executive Officer and - ----------------------------------- President Dan O. Dinges /s/ Scott C. Schroeder Vice President, Chief Financial Officer - ----------------------------------- and Treasurer (Principal Financial Scott C. Schroeder Officer) /s/ Henry C. Smyth Vice President and Controller - ----------------------------------- (Principal Accounting Officer) Henry C. Smyth /s/ Robert F. Bailey Director - ----------------------------------- Robert F. Bailey /s/ Henry O. Boswell Director - ----------------------------------- Henry O. Boswell /s/ John G. L. Cabot Director - ----------------------------------- John G. L. Cabot /s/ James G. Floyd Director - ----------------------------------- James G. Floyd /s/ C. Wayne Nance Director - ----------------------------------- C. Wayne Nance /s/ P. Dexter Peacock Director - ----------------------------------- P. Dexter Peacock /s/ Arthur L. Smith Director - ----------------------------------- Arthur L. Smith /s/ William P. Vititoe Director - ----------------------------------- William P. Vititoe INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- *4.1 Certificate of Incorporation of the Company (incorporated herein by this reference to the Registration Statement on Form S-1 of the Company (Registration No. 33-32553)). *4.2 Certificate of Amendment of Certificate of Incorporation (incorporated herein by this reference to the Current Report on Form 8-K of the Company dated July 1, 2002, File No. 1-10447). *4.3 Certificate of Designation for Series A Junior Participating Preferred Stock (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 1994, File No. 1-10447). *4.4 Certificate of Increase of Shares Designated Series A Junior Participating Preferred Stock (incorporated herein by this reference to the Current Report on Form 8-K of the Company dated July 1, 2002, File No. 1-10447). *4.5 Amended and Restated Bylaws of the Company (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2001, File No. 1-10447). *4.6 Form of Certificate of Common Stock of the Company (incorporated herein by this reference to the Registration Statement on Form S-1 of the Company (Registration No. 33-32553)). *4.7 Rights Agreement dated as of March 28, 1991 between the Company and The First National Bank of Boston, as Rights Agent, which includes as Exhibit A the form of Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by this reference to the Registration Statement on Form 8-A of the Company, File No. 1-10447). (a) Amendment No. 1 to the Rights Agreement dated February 24, 1994 (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 1994, File No. 1-10447). (b) Amendment No. 2 to the Rights Agreement dated December 8, 2000 (incorporated herein by this reference to the Current Report on Form 8-K dated December 8, 2000, File No. 1-10447). *4.8 Second Amended and Restated 1994 Long-Term Incentive Plan of the Company (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2001, File No. 1-10447). *4.9 Second Amended and Restated 1994 Non-Employee Director Stock Option Plan of the Company (incorporated herein by this reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 2001, File No. 1-10447). 5 Opinion of Baker Botts L.L.P. 15 Awareness Letter of PricewaterhouseCoopers LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Miller and Lents, Ltd. 23.3 Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to this registration statement). 24 Powers of Attorney (included in the signature pages hereof). - ------------ * Incorporated by reference as indicated. EX-5 3 dex5.txt OPINION OF BAKER BOTTS L.L.P. BAKER BOTTS L.L.P. ONE SHELL PLAZA AUSTIN 910 LOUISIANA BAKU HOUSTON, TEXAS DALLAS 77002-4995 HOUSTON 713.229.1234 LONDON FAX 713.229.1522 NEW YORK RIYADH WASHINGTON July 11, 2002 EXHIBIT 5 Cabot Oil & Gas Corporation 1200 Enclave Parkway Houston, TX 77077 Ladies and Gentlemen: As set forth in the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance of an additional 1,200,000 shares of the Company's Common Stock, par value $.10 per share (the "Common Stock"), in connection with the Company's Second Amended and Restated 1994 Long-Term Incentive Plan and an additional 200,000 shares of Common Stock in connection with the Company's Second Amended and Restated 1994 Non-Employee Director Stock Option Plan (collectively, the "Plans"), we are passing upon certain legal matters in connection with such 1,400,000 shares of Common Stock (the "Shares") for the Company. At your request, we are furnishing this opinion to you for filing as Exhibit 5 to the Registration Statement. In our capacity as your counsel in the connection referred to above, we have examined the Plans, the Certificate of Incorporation, as amended, and Amended and Restated Bylaws of the Company and the originals, or copies, certified or otherwise identified, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. Based on our examination as aforesaid, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware. BAKER BOTTS L.L.P. Cabot Oil & Gas Corporation 2 July 11, 2002 2. Upon the issuance by the Company of the Shares pursuant to the provisions of each of the Plans and receipt of any consideration therefore provided in the applicable Plan, such Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filling of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Baker Botts L.L.P. JDK/ANM EX-15 4 dex15.txt AWARENESS LETTER EXHIBIT 15 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: Cabot Oil & Gas Corporation Registration Statement Form S-8 Commissioners: We are aware that our report dated April 25, 2002 on our review of the interim condensed consolidated financial information of Cabot Oil & Gas Corporation (the "Company") as of and for the three month periods ended March 31, 2002 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 11, 2002. PricewaterhouseCoopers LLP Houston, Texas July 11, 2002 EX-23.1 5 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 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 February 15, 2002 relating to the consolidated financial statements of Cabot Oil & Gas Corporation (the "Company"), which appears in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. PricewaterhouseCoopers LLP Houston, Texas July 11, 2002 EX-23.2 6 dex232.txt CONSENT OF MILLER AND LENTS, LTD EXHIBIT 23.2 July 10, 2002 Cabot Oil & Gas Corporation 1200 Enclave Parkway Houston, Texas 77077 Re: Securities and Exchange Commission Form S-8 of Cabot Oil & Gas Corporation Gentlemen: The firm of Miller and Lents, Ltd. consents to the use of its name and to the use of its report dated February 8, 2002, regarding Cabot Oil & Gas Corporation Proved Reserves and Future Net Revenues as of December 31, 2001, which report is to be included by reference in Form S-8 to be filed by Cabot Oil & Gas Corporation with the Securities and Exchange Commission. Miller and Lents, Ltd. has no financial interest in Cabot Oil & Gas Corporation or in any of its affiliated companies or subsidiaries and is not to receive any such interest as payment for such report and has no director, officer, or employee employed or otherwise connected with Cabot Oil & Gas Corporation. We are not employed by Cabot Oil & Gas Corporation on a contingent basis. Yours very truly, MILLER AND LENTS, LTD. By /s/ James A. Cole ------------------------------ James A. Cole Senior Vice President JAC/mk -----END PRIVACY-ENHANCED MESSAGE-----