AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2002.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
NUEVO ENERGY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0304436
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1021 MAIN STREET, SUITE 2100, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NUEVO ENERGY COMPANY
JANET F. CLARK STOCK OPTION PLAN
GEORGE B. NILSEN STOCK OPTION PLAN
(FULL TITLE OF PLAN)
BRUCE K. MURCHISON
1021 MAIN, SUITE 2100
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 652-0706
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
HAYNES AND BOONE, LLP
1000 LOUISIANA, SUITE 4300
HOUSTON, TEXAS 77002
ATTN: GEORGE G. YOUNG III
(713) 547-2081
------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
share (1) (2) (3) 225,000 $12.00 $2,700,000 $248.40
==================================================================================================================
(1) Including preferred stock purchase rights issued under our Shareholders
Rights Plan, dated March 5, 1997.
(2) In addition pursuant to Rule 416(c) under
the Securities Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
(3) Pursuant to Rule 457(h) of the Securities Act of 1933, the offering price
and registration fee is computed upon the basis of the price at which the
options may be exercised.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to our employees and officers participating in the Janet F. Clark
Stock Option Plan and the George B. Nilsen Stock Option Plan (the "Plans") as
specified by Rule 428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, are
incorporated herein by reference:
o Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
o The description of common stock contained in our Registration Statement
on Form 8-A, filed with the Commission on May 15, 1990, including any
future amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered under
the Plans have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED PERSONS AND COUNSEL.
Not applicable.
2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at our request as a director, officer, employee or
agent of another entity) against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil, criminal,
administrative, or investigative suit or action except actions by or in the
right of the corporation if, in connection with the matters in issue, 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 in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents (or persons serving at our request as
a director, officer, employee or agent of another entity) against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, 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, except that no
indemnification may be made in respect of any claim, issue, or matter as to
which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or other court in which such action or suit is
brought approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and or purchase
indemnity insurance on behalf of its directors and officers. Article Nine of our
Certificate of Incorporation, as amended, and Article VII of our Bylaws, as
amended, provide, in general, that we may indemnify our directors, officers,
employees and agents (or persons serving at our request as a director, officer,
employee or agent of another entity) to the full extent of Delaware law.
We have purchased directors and officers liability insurance policy
which insures, among other things, (i) our officers and directors from any claim
arising out of an alleged wrongful act by such persons while acting as our
directors and officers and (ii) us to the extent that we have indemnified the
directors and officers for such loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
3
ITEM 8. EXHIBITS.
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
-------------- ------------ ------------------------- --------------
4.1 Specimen Common Stock Incorporated by reference
Certificate from exhibit 4.1 of the
Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
4.2 Certificate of Incorporated by reference
Incorporation of the from Exhibit 3.1 to
Company Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 1999
4.3 Certificate of Amendment Incorporated by reference
to the Certificate of from Exhibit 3.2 to
Incorporation of the Quarterly Report on Form
Company 10-Q for the quarterly
period ended June 30, 1999
4.4 Bylaws of the Company Incorporated by reference
from Exhibit 3.3 to
Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 1999
4.5 Amendment to section 3.1 Incorporated by reference
of the Bylaws of Nuevo from Exhibit 3.4 to
Energy Company Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 1999
5.1 Opinion of
Haynes and Boone, LLP X
15.1 Letter re unaudited
interim financial
information*
23.1 Consent of
ARTHUR ANDERSEN LLP X
23.2 Consent of Included as part of
Haynes and Boone, LLP Exhibit 5.1
24 Power of attorney Signature Page to this
Registration Statement
4
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
-------------- ------------ ------------------------- --------------
99.1 Janet F. Clark Stock Incorporated by reference
Option Plan from Exhibit 10.35 to
Annual Report on Form 10-K
for the year ended
December 31, 2001
99.2 George B. Nilsen Stock Incorporated by reference
Option Plan from Exhibit 10.36 to
Annual Report on Form 10-K
for the year ended
December 31, 2001
*Not applicable
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(1) 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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by us pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) We hereby undertake that, for purposes of determining any
liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefits plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration
5
Statement 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses
incurred or paid by a director, officer or controlling person 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, we will, unless
in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
6
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
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 March 29, 2002.
NUEVO ENERGY COMPANY
By: /s/ James L. Payne
-------------------------------------
James L. Payne
Chairman, President and Chief
Executive Officer
7
POWER OF ATTORNEY
Each of the undersigned hereby appoints James L. Payne as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Act of 1933 any and all amendments and
exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
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 March 29, 2002.
Signature Title
-------- -----
/s/ James L. Payne Chairman, President and Chief
---------------------------------------- Executive Officer (principal
James L. Payne executive officer)
/s/ Janet F. Clark Chief Financial Officer (principal
---------------------------------------- accounting and financial officer)
Janet F. Clark
/s/ Robert L. Gerry III Director
----------------------------------------
Robert L. Gerry III
/s/ Gary R. Petersen
---------------------------------------- Director
Gary R. Petersen
/s/ James T. Jongebloed Director
----------------------------------------
James T. Jongebloed
/s/ Isaac Arnold, Jr. Director
----------------------------------------
Isaac Arnold, Jr.
/s/ David Ross Director
----------------------------------------
David Ross
/s/ Robert W. Shower Director
----------------------------------------
Robert W. Shower
/s/ Charles M. Elson Director
----------------------------------------
Charles M. Elson
/s/ David H. Batchelder Director
----------------------------------------
David H. Batchelder
8
EXHIBIT INDEX
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
-------------- ------------ ------------------------- --------------
4.1 Specimen Common Stock Incorporated by reference
Certificate from exhibit 4.1 of the
Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
4.2 Certificate of Incorporated by reference
Incorporation of the from Exhibit 3.1 to
Company Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 1999
4.3 Certificate of Amendment Incorporated by reference
to the Certificate of from Exhibit 3.2 to
Incorporation of the Quarterly Report on Form
Company 10-Q for the quarterly
period ended June 30, 1999
4.4 Bylaws of the Company Incorporated by reference
from Exhibit 3.3 to
Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 1999
4.5 Amendment to section 3.1 Incorporated by reference
of the Bylaws of Nuevo from Exhibit 3.4 to
Energy Company Quarterly Report on Form
10-Q for the quarterly
period ended June 30, 1999
5.1 Opinion of
Haynes and Boone, LLP X
15.1 Letter re unaudited
interim financial
information*
23.1 Consent of
ARTHUR ANDERSEN LLP X
23.2 Consent of Included as part of
Haynes and Boone, LLP Exhibit 5.1
24 Power of attorney Signature Page to this
Registration Statement
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
-------------- ------------ ------------------------- --------------
99.1 Janet F. Clark Stock Incorporated by reference
Option Plan from Exhibit 10.35 to
Annual Report on Form 10-K
for the year ended
December 31, 2001
99.2 George B. Nilsen Stock Incorporated by reference
Option Plan from Exhibit 10.36 to
Annual Report on Form 10-K
for the year ended
December 31, 2001
*Not applicable