-----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, DxZi6NnevnJy2qWd0KJBvJbColFKjmP+xbw30WFiSem5hmPJAQltjCQONM1oDgQ4 tBnITJKBe85sYJ+H+T1iTw== 0000904080-99-000019.txt : 19990928 0000904080-99-000019.hdr.sgml : 19990928 ACCESSION NUMBER: 0000904080-99-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990927 EFFECTIVENESS DATE: 19990927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE ENERGY CORP CENTRAL INDEX KEY: 0000904080 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721235413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-87849 FILM NUMBER: 99717712 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 27, 1999 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- STONE ENERGY CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 72-1235413 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508 (318) 237-0410 (Address of principal executive offices) STONE ENERGY CORPORATION 1993 STOCK OPTION PLAN (Full title of plan) Andrew L. Gates, III Vice President - Legal and General Counsel 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508 (Name and address of agent for service) (318) 237-0410 (Telephone Number, including area code, of agent for service) Copies to: Alan P. Baden Vinson & Elkins L.L.P. 1325 Avenue of the Americas 17th Floor New York, New York 10019-6026 (917) 206-8000 (917) 206-8100 (fax) -------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Maximum Maximum Offering Price Aggregate Amount of Title of securities Amount to be Per Share Offering Registration to be registered registered (1) Price (2) Fee - -------------------------------------------------------------------------------- Common Stock 320,000 $41.45 $13,265,345 $3,688 ================================================================================ (1) Calculated by dividing the proposed maximum aggregate offering price by the amount to be registered. (2) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(i) of the Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended and is the sum of (i) the product resulting from multiplying 181,000, the number of additional shares registered by this Registration Statement to which options have been granted (but not exercised) under the 1993 Stock Option Plan, by $35.323 per share, the average exercise price of such options and (ii) the product resulting from multiplying 139,000 the number of additional shares registered by this Registration Statement as to which options may be granted under the 1993 Stock Option Plan, by $49.438, the average of the high and low prices of Common Stock as reported on the New York Stock Exchange on September 22, 1999. II-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS The contents of the Company's Registration Statement on Form S-8 (File No. 33-67332), as filed with the Securities and Exchange Commission on August 12, 1993, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Lafayette, State of Louisiana on the 27th day of September, 1999. STONE ENERGY CORPORATION By: /s/ James H. Prince ---------------------------- James H. Prince Vice President, Chief Financial Officer and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints D. Peter Canty and James H. Prince and each of them, any one of whom may act without the joinder of the others, as his true and lawful attorney-in-fact to sign on his behalf and in the capacity stated below and to file any and all amendments and post-effective amendments to this registration statement, with all exhibits thereto, with the Securities and Exchange Commission, which amendment or amendments may make such changes and additions in this registration statement as such attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. Signature Title Date --------- ----- ---- /s/ James H. Stone - ------------------ James H. Stone Chief Executive Officer September 27, 1999 and Chairman of the Board (principal executive officer) /s/ Joe R. Klutts - ------------------- Joe R. Klutts Vice Chairman of the Board September 27, 1999 /s/ D. Peter Canty - ------------------- D. Peter Canty President, Chief Operating September 27, 1999 Officer and Director /s/ James H. Prince - ------------------- James H. Prince Vice President, Chief Financial September 27, 1999 Officer and Treasurer (principal financial officer) /s/ J. Kent Pierret - ------------------- J. Kent Pierret Vice President - Accounting, September 27, 1999 Chief Accounting Officer and Controller (principal accounting officer) /s/ David R. Voelker - --------------------- David R. Voelker Director September 27, 1999 /s/ John P. Laborde - ---------------------- John P. Laborde Director September 27, 1999 /s/ Robert A. Bernhard - ----------------------- Robert A. Bernhard Director September 27, 1999 /s/ Raymond B. Gary - ----------------------- Raymond B. Gary Director September 27, 1999 /s/ B.J. Duplantis September 27, 1999 - ----------------------- B.J. Duplantis Director INDEX TO EXHIBITS Exhibit Number Exhibits - ------- -------- 4.1* Stone Energy Corporation 1993 Stock Option Plan, as amended and restated (Incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-8 (No. 33-67332)) 4.2* Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-1 (No. 33-62362)) 4.3* Form of Nonstatutory Stock Option Agreement (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-1 (No. 33-62362) 5 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5) 24 Powers of Attorney (included on signature page) - --------- * Previously filed. EX-5 2 VINSON & ELKINS EXHIBIT 5 [VINSON & ELKINS L.L.P. LETTERHEAD] September 27, 1999 Stone Energy Corporation 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508 RE: Form S-8 Registration Statement Ladies and Gentlemen: We have acted as counsel to Stone Energy Corporation, a Delaware corporation (Stone), in connection with the preparation of the Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (Act), with respect to 320,000 additional shares of Stone's common stock, par value $.01 per share (the "Shares") to be issued under Stone's 1993 Stock Option Plan (Plan). We have examined such corporate records, other documents, and such questions of law as we considered necessary or appropriate for purposes of this opinion and, upon the basis of such examination, advise you that in our opinion all necessary corporate proceedings by Stone have been duly taken to authorize the issuance of the Shares pursuant to the Plan and that the Shares being registered pursuant to the Registration Statement, when issued and paid for under the Plan in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption Interests of Named Experts and Counsel in the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, /s/ VINSON & ELKINS L.L.P. EX-23 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 relating to the Stone Energy Corporation 1993 Stock Option Plan of our report dated March 2, 1999 included in Stone Energy Corporation's Form 10-K for the year ended December 31, 1998. /s/ ARTHUR ANDERSEN LLP New Orleans, Louisiana September 27, 1999 -----END PRIVACY-ENHANCED MESSAGE-----