-----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, AVM+e/6djXx2/N1gDoY4dqS5XkzZXYI/Q7zx2SJ9C7wfHU1wWXVMQl5zP+O/IFpB vnAQrGAlFw3RLaB8UTrJmQ== 0000910484-98-000120.txt : 19980921 0000910484-98-000120.hdr.sgml : 19980921 ACCESSION NUMBER: 0000910484-98-000120 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980918 EFFECTIVENESS DATE: 19980918 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE ENERGY RESOURCES INC CENTRAL INDEX KEY: 0000086772 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 362722169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63711 FILM NUMBER: 98711682 BUSINESS ADDRESS: STREET 1: 1616 S.VOSS RD. STREET 2: STE. 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 713-507-5000 MAIL ADDRESS: STREET 1: 1616 S VOSS ROAD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE NATURAL RESOURCES INC DATE OF NAME CHANGE: 19900111 S-8 1 SANTA FE ENERGY RESOURCES, INC. FORM S-8 As filed with the Securities and Exchange Commission on September 18, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Santa Fe Energy Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 36-2722169 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
1616 South Voss Road Houston, Texas 77057 (Address, including zip code, of Principal Executive Offices) SANTA FE ENERGY RESOURCES, INC. 1995 INCENTIVE STOCK COMPENSATION PLAN FOR NONEXECUTIVE EMPLOYEES (Full title of the plan) David L. Hicks Vice President - Law and General Counsel Santa Fe Energy Resources, Inc. 1616 South Voss Road Houston, Texas 77057 (713) 783-2401 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------- copy to: G. Michael O'Leary Andrews & Kurth L.L.P. 4200 Chase Tower 600 Travis Houston, Texas 77002 (713) 220-4200 -------------------------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= Proposed Proposed Maximum Amount Maximum Aggregate Amount of to be Offering Price Offering Registration Title of Securities to be Registered registered Per Share (1) Price (1) Fee Common Stock, Par Value $.01 Per Share 2,000,000 $8.656 $17,312,000 $5,107.04 =======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of the high and low prices of a share of the Company's Common Stock for September 15, 1998 on the New York Stock Exchange as reported in The Wall Street Journal on September 16, 1998. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is being filed solely to register additional securities. In accordance with General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of the Registrant's registration statements on Form S-8 (No. 33-59255 and No. 333-34161), each as filed with the Securities and Exchange Commission on May 12, 1995 and August 22, 1997, respectively, relating to the Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 5.1 Opinion of Andrews & Kurth L.L.P. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Independent Accountants. 23.3 Consent of Ryder Scott Company Petroleum Engineers. 24.1 Power of Attorney (included on signature page). 99.1 Third Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees. II-1 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 Houston, State of Texas, on the 18th day of September, 1998. Santa Fe Energy Resources, Inc. (Registrant) By: /s/ James L. Payne --------------------------- James L. Payne Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Santa Fe Energy Resources, Inc. (the "Company") hereby constitutes and appoints James L. Payne and David L. Hicks (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ James L. Payne Chairman of the Board, Chief Executive September 18, 1998 - ---------------------------------------- Officer and Director (Principal Executive James L. Payne Officer) /s/ J.F. Clark Senior Vice President and Chief Financial September 18, 1998 - ----------------------------------------- Officer (Principal Financial and J. F. Clark Accounting Officer) /s/ William E. Greehey Director September 18, 1998 - ---------------------------------------- William E. Greehey /s/ Melvyn N. Klein Director September 18, 1998 - ---------------------------------------- Melvyn N. Klein /s/ Allan V. Martini Director September 18, 1998 - ---------------------------------------- Allan V. Martini /s/ Reuben F. Richards Director September 18, 1998 - ---------------------------------------- Reuben F. Richards /s/ Marc J. Shapiro Director September 18, 1998 - ---------------------------------------- Marc J. Shapiro /s/ Kathryn D. Wriston Director September 18, 1998 - ---------------------------------------- Kathryn D. Wriston
II-2 EXHIBIT INDEX Exhibit Number 5.1 Opinion Letter of Andrews & Kurth L.L.P. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Independent Accountants. 23.3 Consent of Ryder Scott Company Petroleum Engineers. 24.1 Power of Attorney (included on signature page). 99.1 Third Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees. EX-5.1 2 SANTA FE ENERGY RESOURCES, INC. EX. 5.1 September 18, 1998 Board of Directors Santa Fe Energy Resources, Inc. 1616 South Voss Road Houston, Texas 77057 Ladies and Gentlemen: We have acted as counsel to Santa Fe Energy Resources, Inc. (the "Company") in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of an additional 2,000,000 shares (the "Shares") of the Company's common stock, $0.01 par value, to be issued pursuant to the Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees, as amended (the "Plan"). In connection herewith, we have examined copies of such statutes, regulations, corporate records and documents, certificates of public and corporate officials and other agreements, contracts, documents and instruments as we have deemed necessary as a basis for the opinion hereafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. We have also relied, to the extent we deem such reliance proper, upon information supplied by officers and employees of the Company with respect to various factual matters material to our opinion. Based upon the foregoing and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized, and that such Shares will, when issued in accordance with the terms of the Plan, be legally issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ANDREWS & KURTH L.L.P. 1198/2698 EX-23.2 3 SANTA FE ENERGY RESOURES, INC. EX. 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1998 appearing on page 32 of Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. PRICEWATERHOUSECOOPERS LLP Houston, Texas September 18, 1998 EX-23.3 4 SANTA FE ENERGY RESOURCES, INC. EX. 23.2 Exhibit 23.3 CONSENT OF EXPERTS As petroleum engineers, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report included in the Santa Fe Energy Resources, Inc. Annual Report on Form 10-K for the year ended December 31, 1997. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas September 18, 1998 -----END PRIVACY-ENHANCED MESSAGE-----