-----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, FMP5ANqIDgmlRWWqKpkwcv88iyFNv48dpRD/j7HTuJuDeqvdTfC73qfI+kLtl0gj 1kJ7X1ceyYUIU23aFOApFw== 0000950129-97-003499.txt : 19970825 0000950129-97-003499.hdr.sgml : 19970825 ACCESSION NUMBER: 0000950129-97-003499 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970822 EFFECTIVENESS DATE: 19970822 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: 1933 Act SEC FILE NUMBER: 333-34161 FILM NUMBER: 97668291 BUSINESS ADDRESS: STREET 1: 1616 S VOSS RD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137832401 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. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1997 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 TEXAS COMMERCE 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 1,000,000 $10.1875 $10,187,500 $3,087.12 =============================================================================================================
(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 August 19, 1997 on the New York Stock Exchange as reported in The Wall Street Journal on August 20, 1997. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is being filed 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 statement on Form S-8 (No. 33-59255), filed with the Securities and Exchange Commission on May 12, 1995, 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 their opinion filed as Exhibit 5.1). 23.2 Consent of Independent Accountants. 23.3 Consent of Ryder Scott Company Petroleum Engineers. 24.1 Power of Attorney (included in signature page). 99.1 First Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees. 99.2 Second Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees. II-1 3 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 21st day of August, 1997. SANTA FE ENERGY RESOURCES, INC. (Registrant) By: /s/ JAMES L. PAYNE --------------------------------------- James L. Payne President 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, President, Chief - --------------------------- Executive Officer and James L. Payne Director (Principal August 21, 1997 Executive Officer) /s/ J. F. CLARK Vice President and Chief Financial August 21, 1997 - --------------------------- Officer (Principal Financial and J. F. Clark Accounting Officer) /s/ WILLIAM E. GREEHEY Director August 21, 1997 - --------------------------- William E. Greehey Director - --------------------------- Melvyn N. Klein /s/ ALLAN V. MARTINI Director August 21, 1997 - --------------------------- Allan V. Martini /s/ REUBEN F. RICHARDS Director August 21, 1997 - --------------------------- Reuben F. Richards /s/ MARC J. SHAPIRO Director August 21, 1997 - --------------------------- Marc J. Shapiro /s/ KATHRYN D. WRISTON Director August 21, 1997 - --------------------------- Kathryn D. Wriston
II-2 4 EXHIBIT INDEX
Exhibit Number - ------ 5.1 Opinion of Andrews & Kurth L.L.P. 23.1 Consent of Andrews & Kurth L.L.P. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of Independent Accountants. 23.3 Consent of Ryder Scott Company Petroleum Engineers. 24.1 Power of Attorney (included in signature page). 99.1 First Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees. 99.2 Second Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees.
EX-5.1 2 OPINION OF ANDREWS & KURTH LLP 1 [ANDREWS & KURTH, L.L.P. LETTERHEAD] Exhibit 5.1 August 21, 1997 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 the issuance of up to an additional 1,000,000 shares (the "Shares") of the Company's common stock, $0.01 par value (the "Common Stock"), 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 of Common Stock 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, ANDREWS & KURTH L.L.P. EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference of our report dated February 21, 1997, which appears on page 63 of Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996, into this Registration Statement on Form S-8, which hereby incorporates by reference the Registration Statement on Form S-8 (No. 33-59255). We also consent to the incorporation by reference of our report dated June 6, 1997, appearing on pages 4 and 5 of the Annual Report of the Santa Fe Energy Resources, Inc. Savings Investment Plan on Form 11-K, as amended by Form 11-K/A, for the year ended December 31, 1996, into this Registration Statement on Form S-8, which hereby incorporates by reference the Registration Statement on Form S-8 (No. 33-59255). PRICE WATERHOUSE LLP Houston, Texas August 22, 1997 EX-23.3 4 CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS 1 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, 1996. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas August 21, 1997 EX-99.1 5 AMEND.#1 TO 1995 INCENTIVE STOCK COMPENSATION PLAN 1 EXHIBIT 99.1 SANTA FE ENERGY RESOURCES, INC. 1995 INCENTIVE STOCK COMPENSATION PLAN FOR NONEXECUTIVE EMPLOYEES (FIRST AMENDMENT) WHEREAS, there is reserved to the Board of Directors of Santa Fe Energy Resources, Inc. in Section XX of the Santa Fe Resources, Inc. 1995 Incentive Stock Compensation Plan for Nonexecutive Employees (the "Plan") the right to amend the Plan, subject to certain restrictions set forth therein; and WHEREAS, the Board deems it advisable to amend the Plan in the manner hereafter set forth; NOW, THEREFORE, the Plan is hereby amended effective as of July 1, 1995 by adding thereto the following: Notwithstanding anything in the Plan to the contrary, from time to time the Committee may authorize the President of the Company to grant Awards under the Plan to eligible employees and in this regard may limit the authority of the President in any manner the Committee deems appropriate, including, without limitation, a limitation on the types of Awards and/or the number of Awards (on an aggregate or individual grantee basis) and, further, may require the President to report to the Committee any grants he has made or intends to make, as the case may be." Except as amended and modified hereby, the Plan shall continue in full force and effect and the Plan and this amendment shall be read, taken and construed as one and the same instrument. EX-99.2 6 AMEND.#2 TO 1995 INCENTIVE STOCK COMPENSATION PLAN 1 EXHIBIT 99.2 SECOND AMENDMENT TO THE SANTA FE ENERGY RESOURCES, INC. 1995 INCENTIVE STOCK COMPENSATION PLAN FOR NONEXECUTIVE EMPLOYEES WHEREAS, the Board of Directors of Santa Fe Energy Resources, Inc. (the "Board") is authorized by Section XX of the Santa Fe Energy Resources, Inc. 1995 Incentive Stock Plan for Nonexecutive Employees (the "Plan") to amend the Plan from time to time; and WHEREAS, the Board deems it advisable to amend the Plan to provide for a sufficient number of shares of Common Stock for the transactions that will be engendered upon the spinoff of Monterey Resources, Inc.; NOW, THEREFORE, effective as of the date the stock of Monterey Resources, Inc. is distributed to the stockholders of the Company (the "Spinoff"), Section II of the Plan is hereby amended to read as follows: "Subject to adjustment as provided in the Plan, the maximum aggregate number of shares of Common Stock with respect to which Options, Restricted Stock, Bonus Stock, Phantom Units and Stock Appreciation Rights may be granted under the Plan in any one calendar year shall be 1,000,000. Provided, however, in calendar year 1997, the maximum aggregate number of shares shall be the sum of (a) 1,000,000 plus (b) the Spinoff Adjustment Number (as defined below). The Spinoff Adjustment Number shall equal (a) the number of shares subject to awards of Options and Phantom Units outstanding at the Spinoff times the Company's Common Stock average market price for a reasonable period of time preceding the Spinoff divided by (b) the Company's Common Stock average market price for a reasonable period of time following the Spinoff, less (c) the number of shares subject to awards of Options and Phantom Units outstanding at the Spinoff. Notwithstanding the foregoing, in no event shall the aggregate shares of Common Stock granted pursuant to Awards and available for Awards equal or exceed 20% of the Company's "voting power outstanding" (as such term is defined in Paragraph 312.03 of the New York Stock Exchange Listed Company Manual). The Common Stock issued under the Plan may be either previously authorized but unissued shares or treasury shares acquired by SFER. In the event that any Award expires, lapses, is forfeited or otherwise terminates, any shares of Common Stock allocable to the terminated portion of such Award may again be made subject to an Award under the Plan. Further, to the extent an Award is paid in cash, rather than in Common Stock, or shares of Common Stock are tendered to the Company, or withheld by the Company from an Award, as payment of the exercise price of an Award or in satisfaction of any Company tax withholding obligation, such shares of Common Stock may again be made subject to an Award under the Plan." All terms used herein are defined in the Plan and shall have the same meanings given to such terms in the Plan, except as otherwise expressly provided herein. Except as amended and modified hereby, the Plan shall continue in full force and effect and the Plan and this amendment shall be read, taken and construed as one and the same instrument. -----END PRIVACY-ENHANCED MESSAGE-----