-----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, MXagW8ZnMR5IMSYzsH//QeaMSE5VZ2BExrj5QXSaR72khU46PxIW91O0q8t251iD m7hkS4QVEUvLK+LBwOfBOg== /in/edgar/work/20000728/0000007332-00-000019/0000007332-00-000019.txt : 20000921 0000007332-00-000019.hdr.sgml : 20000921 ACCESSION NUMBER: 0000007332-00-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000728 EFFECTIVENESS DATE: 20000728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWESTERN ENERGY CO CENTRAL INDEX KEY: 0000007332 STANDARD INDUSTRIAL CLASSIFICATION: [4923 ] IRS NUMBER: 710205415 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42494 FILM NUMBER: 681209 BUSINESS ADDRESS: STREET 1: 1083 SAIN ST STREET 2: P O BOX 1408 CITY: FAYETTEVILLE STATE: AR ZIP: 72702-1408 BUSINESS PHONE: 5015211141 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS WESTERN GAS CO DATE OF NAME CHANGE: 19790917 S-8 1 0001.txt EMP STOCK OPTION AND REST STOCK AGREEMENTS As filed with the Securities and Exchange Commission on July 28, 2000. Registration No.333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- SOUTHWESTERN ENERGY COMPANY (Exact name of registrant as specified in its charter) Arkansas 71-0205415 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1083 Sain Street Fayetteville, Arkansas 72703 (Address of principal executive offices including zip code) Southwestern Energy Company 2000 Stock Incentive Plan Employee Stock Option and Restricted Stock Agreements (Full title of the plan) -------- George A. Taaffe, Jr. 1083 Sain Street Fayetteville, Arkansas 72703 (501) 521-1141 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ============== ================ ================ ================ ============== Proposed Title of Amount Proposed maximum secturities to be maximum aggregate Amount of to be registered offering price offering registration registered (1)(2)(3) per share price(4) fee - -------------- ---------------- ---------------- ---------------- -------------- Common Stock, 1,254,000 shares (4) $8,952,468.75 $2,370.00 $.10 par value ============== ================ ================ ================ ============== (1) Pursuant to Rule 416, this Registration Statement also covers such indeterminable number of additional shares of common stock as may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends, merger or combination or similar events. (2) Each share is accompanied by a common stock purchase right pursuant to the Amended and Restated Rights Agreement, dated April 12, 1999, with First Chicago Trust Company of New York, as Rights Agent. (3) Does not include an additional: (a) 1,275,000 shares of common stock being carried forward pursuant to Rule 429 from the Registration Statement on Form S-8, File No. 333-03787 (a registration fee of $6,397.85 was paid in connection with the filing of such registration statement), (b) 616,480 shares of common stock being carried forward pursuant to Rule 429 from the Registration Statement on Form S-8, File No. 333-64961 (a registration fee of $1,771.00 was paid in connection with the filing of such registration statement), and (c) 206,785 shares being carried forward pursuant to Rule 429 from the Registration Statement on Form S-8, File No. 333-96161 (a registration fee of $310.50 was paid in connection with the filing of such registration statement). (4) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 based on (a) an aggregate of 3,000 shares presently subject to stock options at a weighted average exercise price of $7.3125 per share and (b) the average of the high and low sale prices reported on the New York Stock Exchange on July 26, 2000, of $7.15625 per share with respect to 1,250,000 shares issuable under the stock incentive plan and the reoffering of 1,000 shares awarded under restricted stock agreements. EXPLANATORY NOTE AND STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement relates to (i) 1,250,000 shares of common stock issuable pursuant to the Southwestern Energy Company 2000 Stock Incentive Plan (the "Plan"), (ii) 3,000 shares of common stock issuable pursuant to stock option agreements granted to certain employees and (iii) 1,000 shares of common stock issued to certain employees under restricted stock agreements. Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"), the Registration Statement also incorporates by reference the contents of the following registration statements filed by Southwestern Energy Company (the "Company") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act: (i) Registration Statement on Form S-8, No. 333-03787, filed with the SEC on May 15, 1996, relating to shares of common stock issuable under the Company's 1993 Stock Incentive Plan; (ii) Registration Statement on Form S-8, No. 333-6496l, filed with the SEC on September 30, 1998, relating to shares of common stock that are issuable under the Company's 1993 Stock Incentive Plan and stock option agreements granted to certain employees and that were awarded to certain employees under the Company's 1993 Stock Incentive Plan and under restricted stock agreements; and (iii) Registration Statement on Form S-8, No. 333-96161, filed with the SEC on February 4, 2000, relating to shares of common stock that are issuable under stock option agreements granted to certain employees and that were awarded to certain employees under restricted stock agreements. Pursuant to the Note to Part I of Form S-8, the information relating to the Plan specified by Part I of Form S-8 has been omitted. The prospectus filed as a part of this Registration Statement, referred to as the reoffer prospectus, has been prepared in accordance with the requirements of Part I of Form S-3 pursuant to the Instructions to Form S-8. The reoffer prospectus may be used for reofferings and resales of shares of the Company's common stock which are deemed to be control securities or restricted securities under the Securities Act. PROSPECTUS Southwestern Energy Company 2,704,094 Shares of Common Stock This prospectus relates to up to 2,704,094 shares of common stock of Southwestern Energy Company which may be offered for resale by certain of our officers and employees identified in this prospectus. The shares have or will be acquired by the selling shareholders through the exercise of stock options granted to them under our 2000 Stock Incentive Plan, 1993 Stock Incentive Plan or separate stock option agreements or through awards of shares under the stock incentive plans or separate restricted stock agreements. The selling shareholders may sell their shares at prices prevailing on the New York Stock Exchange on the date of sale, prices relating to prevailing market prices or negotiated prices. We will not receive any of the proceeds from the sale of the shares by the selling shareholders. All expenses of registration incurred in connection herewith are being borne by us, however, all selling commissions and other expenses incurred by any selling shareholder in connection with the sale of shares will be borne by the selling shareholder. The selling shareholders and any broker or dealer participating in the sale of shares on behalf of the selling shareholders may be deemed to be "underwriters" within the meaning of the Securities Act, in which case any profit on the sale of shares by them or commissions received by such broker or dealer may be deemed to be underwriting compensation under the Securities Act of 1933. Our common stock is listed on the New York Stock Exchange under the symbol "SWN." The last reported sale price of our common stock on the New York Stock Exchange on July 26, 2000, was $7.1875. ------------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------ The date of this prospectus is July 28, 2000 You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. We have not authorized anyone to provide you with different information. Shares of common stock are being offered and sold only in states where offers and sales are permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. ------------------------- TABLE OF CONTENTS
Page Where You Can Find More Information...........................................2 Incorporation of Certain Documents by Reference...............................3 The Company...................................................................3 Use of Proceeds...............................................................4 Selling Shareholders..........................................................4 Plan of Distribution..........................................................9 Experts......................................................................10 Legal Matters................................................................10 Indemnification..............................................................10
WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). You may read and copy any reports, statements or other information we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, or at the SEC's public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our filings with the SEC are also available to the public from the SEC's web site at http://www.sec.gov. Our reports, proxy statements and other information filed with the SEC can also be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This prospectus constitutes a part of a registration statement on Form S-8 filed by us with the SEC. As allowed by the rules and regulations of the SEC, this prospectus does not contain all the information you can find in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities described in this prospectus, you should refer to the registration statement, including its exhibits. Furthermore, the statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to a copy of the document filed as an exhibit to the registration statement. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them into this prospectus, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus (except for any information that is superseded by the information included directly in this prospectus), and information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all the securities are sold: o Our Annual Report on Form 10-K for the year ended December 31, 1999; o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; o Our Current Reports on Form 8-K dated June 22, 2000, and June 26, 2000; o The description of our common stock contained in our Registration Statement on Form 8-A dated October 23, 1981, as updated by our Current Report on Form 8-K dated July 8, 1993; and o The description of our common stock purchase rights contained in Amendment No. 1 to our Registration Statement on Form 8-A dated April 26, 1999. We will provide you with a copy of these filings incorporated by reference, at no cost, upon written or oral request. Written requests should be directed to Southwestern Energy Company, P. O. Box 1408, Fayetteville, Arkansas 72702-1408, Attention: Corporate Secretary. Telephone requests may be directed to (501) 521-1141. THE COMPANY We are an integrated energy company primarily focused on natural gas. We were originally incorporated in Arkansas in 1929 as a local gas distribution company. Today, we are an exempt holding company under the Public Utility Holding Company Act of 1935 and are involved in the following business segments: o Exploration and Production - We are engaged in natural gas and oil exploration, development and production, with operations principally located in Arkansas, Oklahoma, Texas, New Mexico and Louisiana. o Natural Gas Distribution - We are engaged in the gathering, distribution and transmission of natural gas to approximately 134,000 customers in northern Arkansas. o Marketing and Transportation - We provide marketing and transportation services in our core areas of operation and own a 25% interest in the NOARK Pipeline 3 System, Limited Partnership, a gas transmission system that includes 749 miles of pipeline with a total throughput capacity of 330 MMcfd. Our business strategy is to provide long-term growth through focused exploration and development of oil and natural gas, while creating additional value through our natural gas distribution, marketing and transportation activities. We seek to maximize cash flow and earnings and provide consistent growth in oil and gas production and reserves through the discovery, production and marketing of high margin reserves from a balanced portfolio of drilling opportunities. This balanced portfolio includes low-risk development drilling in the Arkoma Basin, moderate-risk exploration and exploitation in the Permian Basin, and high-potential exploration opportunities in the Gulf Coast. Additionally, we strive to operate our utility systems safely and efficiently and to improve the competitive position and profitability of our utility systems. We are also committed to enhancing shareholder value by creating and capturing additional value beyond the wellhead through our marketing and transportation activities. Our principal executive offices are located at 1083 Sain Street, Fayetteville, Arkansas 72703, and our telephone number is (501) 521-1141. USE OF PROCEEDS Shares which may be sold pursuant to this prospectus will be sold by the selling shareholders for their own accounts and they will receive all proceeds from any such sale. We will not receive any of the proceeds from any sale of the shares, but we may receive funds upon the exercise of any of the stock options granted to the selling shareholders. Any funds we receive on option exercises will be added to our general funds for working capital and general corporate purposes. See "Selling Shareholders" and "Plan of Distribution." SELLING SHAREHOLDERS The shares offered under this prospectus are being registered for reoffers and resales by selling shareholders who may acquire or have acquired the shares pursuant to stock grants or pursuant to the exercise of stock options granted to them. The selling shareholders named in the following table may resell all, a portion of, or none of the shares they may acquire. Participants under our 2000 Stock Incentive Plan who are deemed to be "affiliates" of Southwestern Energy Company who acquire shares or options to acquire shares may be added to the selling shareholders listed below from time to time, and the number of shares eligible to be reoffered by the selling shareholders listed below may be adjusted, either by means of a post-effective amendment hereto or by use of a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act. The following table sets forth information concerning the selling shareholders and the number of shares that may be offered hereby by each selling shareholder as of the date of this prospectus. 4
Number of Shares That May be Selling Shareholder Position with the Company Offered Hereby - ------------------- ------------------------- ---------------- Charles E. Scharlau............. Chairman of the Board 414,996(1) Harold M. Korell................ President and Chief Executive Officer 350,132(1) Alan H. Stevens................. President and COO, Southwestern Energy 211,000(2) Production Company, SEECO, Inc. and Diamond "M" Production Company Gregory D. Kerley............... Executive Vice President and 174,273(1) Chief Financial Officer Debbie J. Branch................ Senior Vice President, Southwestern Energy 49,920(1) Services Company and Southwestern Energy Pipeline Company Charles V. Stevens.............. Senior Vice President, Arkansas Western Gas 64,643(1) Company George A. Taaffe................ Senior Vice President, General Counsel and 22,800(1) Secretary Richard F. Lane................. Vice President--Exploration, Southwestern 51,820(3) Energy Production Company Timothy J. O'Donnell............ Vice President--Human Resources, Treasurer and 22,130(1) Assistant Secretary Stanley T. Wilson............... Controller and Chief Accounting Officer 20,668(1) John W. Batson.................. Staff Geophysicist, Southwestern Energy 2,500(4) Production Company Wilfred W. Baumann.............. Manager, E & P Accounting, Southwestern Energy 420(4) Production Company Charles A. Bayles............... Manager, Pipeline Systems, Arkansas Western Gas 420(4) Company Alan E. Bearden, Jr............. Manager, Accounting 420(4) Thomas A. Brock................. Senior Landman, Southwestern Energy Production 1,000(4) Company Susan D. Burks.................. Manager, Gas Accounting and Analysis, Arkansas 1,000(4) Western Gas Company William K. Butler............... Senior Production Engineer, Southwestern Energy 1,420(4) Production Company Donna R. Campbell............... Utility Rate Analyst, Arkansas Western Gas Company 420(4) 5 Number of Shares That May be Selling Shareholder Position with the Company Offered Hereby - ------------------- ------------------------- ---------------- Alan R. Clemens................. Staff Geophysicist, Southwestern Energy 2,500(4) Production Company W. Brooks Clower, Jr............ Attorney 420(4) Jeffrey L. Dangeau.............. General Counsel and Secretary, Arkansas Western Gas 1,000(4) Company Terrence T. Darilek............. Senior Landman, Southwestern Energy Production 1,100(4) Company James H. Denney, Jr............. Senior Geologist, Southwestern Energy Production 1,000(4) Company Jimmy R. Dewbre................. Land Manager, Southwestern Energy Production 4,500(4) Company Daniel J. Diebolt............... Manager, Marketing & Transportation, Southwestern 450(4) Energy Services Company Patric W. Dixon................. Manager, Gas Supply, Southwestern Energy Services 450(4) Company Terry M. England................ Division Operating Manager, Arkansas Western Gas 420(4) Company John C. Gargani................. Manager, Economic Planning & Acquisitions, 2,000(4) Southwestern Energy Production Company Michael K. Garner............... Senior Manager, Procurement & Facility Services 420(4) Ronnie R. Gilbreath............. District Production Engineer, Southwestern Energy 500(4) Production Company Patrick T. Gordon............... Senior Production Geologist, Southwestern Energy 1,590(4) Production Company Teresa L. Grant................. Senior Landman, Southwestern Energy Production 660(4) Company Sheila K. Green................. Manager, Application Services 420(4) Ricky A. Gunter................. Vice President--Rates and Regulations and Assistant 1,000(4) Secretary, Arkansas Western Gas Company Michael Z. Hays................. Director, Pipeline Operations, Arkansas Western Gas 500(4) Company Dee W. Hency.................... Vice President--Administration and Chief Information 3,500(4) Officer 6 Number of Shares That May be Selling Shareholder Position with the Company Offered Hereby - ------------------- ------------------------- ---------------- Mark A. Hill.................... Senior Landman, Southwestern Energy Production 420(4) Company Mark A. Janik................... Senior Reservoir Engineer, Southwestern Energy 1,200(4) Production Company Carol S. Johnston............... Manager, Division Orders, Southwestern Energy 420(4) Production Company Dale J. Kardash................. District Engineer, Southwestern Energy Production 1,790(4) Company John R. Kehn, Jr................ Vice President--Distribution Operations, Arkansas 675(4) Western Gas Company Robin A. Kisling................ Superintendent--Production, Southwestern Energy 240(4) Production Company Karl A. Knudson................. Senior Reservoir Engineer, Southwestern Energy 2,200(4) Production Company Richard J. Kurtz................ Gas Marketing Representative, Southwestern Energy 450(4) Services Company Bob J. Lamb..................... Vice President--Community Development, Arkansas 1,200(4) Western Gas Company Mark D. McBryde................. Senior Production Engineer, Southwestern Energy 500(4) Production Company Steven K. McFarland............. Manager, Network Services 420(4) Terry G. McMillin............... Safety/Health Environmental Coordinator, 420(4) Southwestern Energy Production Company Richard C. Merrill.............. Staff Exploration Geologist, Southwestern Energy 1,750(4) Production Company James W. Mitchell............... Manager, Field Procurement Services, Southwestern 420(4) Energy Production Company Glenn M. Morgan................. Treasurer and Controller, Arkansas Western Gas 1,000(4) Company James L. Mullins, Jr............ Director, Human Resources 420(4) Michael E. Navolio.............. Staff Geophysicist, Southwestern Energy Production 1,200(4) Company Robert C. Pace.................. Staff Geologist, Southwestern Energy Production 2,200(4) Company 7 Number of Shares That May be Selling Shareholder Position with the Company Offered Hereby - ------------------- ------------------------- ---------------- Anita M. Parisi................. Manager, Application Services 420(4) David L. Rader.................. Manager, Accounting, Arkansas Western Gas 420(4) Company David L. Rolando................ Division Properties Manager, Southwestern Energy 420(4) Production Company Debra Rutan..................... Senior Geologist, Southwestern Energy Production 1,000(4) Company George E. Schneider............. Manager, Transmission Operations, Arkansas Western 420(4) Gas Company Phillip R. Shelby............... Senior Production Geologist, Southwestern Energy 840(4) Production Company Bruce A. Smallwood.............. Manager, Taxation 1,000(4) Joe A. Stubblefield............. Exploitation and Drilling Manager, Southwestern 5,000(4) Energy Production Company Elsie C. Sullivan............... Staff Geologist, Southwestern Energy Production 667(4) Company Bradley D. Sylvester............ Investor Relations Coordinator 1,000(4) John D. Thaeler................. SEECO Exploitation Manager, Southwestern Energy 900(4) Production Company Samuel G. Thompson.............. Senior Landman, Southwestern Energy Production 1,000(4) Company James M. Tully.................. Senior Drilling Engineer, Southwestern Energy 1,200(4) Production Company Douglas H. Van Slambrook........ Senior Reservoir Engineer 500(4) Ricardo Vasquez................. Staff Geologist, Southwestern Energy Production 1,600(4) Company Eric M. Vaughn.................. Manager--Audit Services 420(4) Freda R. Webb................... Staff Reservoir Engineer, Southwestern Energy 1,950(4) Production Company Matt B. Williams................ Senior Geologist, Southwestern Energy Production 1,800(4) Company Paul W. Williams................ Manager, Financial Reporting & Budgeting 1,000(4) 8 Number of Shares That May be Selling Shareholder Position with the Company Offered Hereby - ------------------- ------------------------- ---------------- William J. Winkelmann........... Staff Geologist, Southwestern Energy Production 1,000(4) Company Daniel R. Zebrowski............. Staff Geophysicist, Southwestern Energy 2,200(4) Production Company
[FN] (1) Represents shares of common stock which may be acquired upon the exercise of options granted under the 1993 Stock Incentive Plan and shares of restricted common stock issued under the 1993 Stock Incentive Plan. (2) Includes 88,250 shares of common stock which may be acquired upon the exercise of options granted under the 1993 Stock Incentive Plan, 7,750 shares of restricted common stock issued under the 1993 Stock Incentive Plan, 100,000 shares of common stock which may be acquired upon the exercise of options granted pursuant to a non-qualified stock option and limited stock appreciation right agreement and 15,000 shares of restricted common stock issued pursuant to a restricted stock agreement. (3) Includes 28,000 shares of common stock which may be acquired upon the exercise of options granted under the 1993 Stock Incentive Plan, 7,000 shares of restricted common stock issued under the 1993 Stock Incentive Plan, 15,000 shares of common stock which may be acquired upon the exercise of options granted pursuant to a non-qualified stock option and limited stock appreciation right agreement and 1,820 shares of restricted common stock issued pursuant to a restricted stock agreement. (4)Represents shares of restricted common stock issued pursuant to restricted stock agreements. PLAN OF DISTRIBUTION The selling shareholders have not advised us of any specific plans for the sale of the shares offered under this prospectus but, if and when such shares are sold, it is anticipated that the shares will be sold from time to time primarily in transactions on the New York Stock Exchange at the market price then prevailing. Sales also may be made through negotiated transactions or otherwise, at prices related to the prevailing market price or otherwise. If shares are sold through brokers, the selling shareholders may pay customary brokerage commissions and charges. The selling shareholders may effect these transactions by selling shares to or through broker-dealers and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and or the purchaser of the shares so sold for whom such broker-dealers may act or to whom they may sell as principal or both (which compensation, as to a particular broker-dealer, may be in excess of customary commissions). Shares covered by this prospectus also may be sold under Rule 144 or another exemption under the Securities Act rather than pursuant to this prospectus. In connection with the sale of shares, the selling shareholders and any participating broker or dealer may be deemed to be "underwriters" within the meaning of the Securities Act, and any profits on the sale of shares or commissions they receive may be deemed to be underwriting discounts and commissions under the Securities Act. 9 There is no assurance that the selling shareholders will sell any or all of the shares offered by them hereby. EXPERTS Our consolidated financial statements as of December 31, 1999, and for each of the three years in the period ended December 31, 1999, included in our Annual Report on Form 10-K for the year ended December 31, 1999, incorporated by reference herein, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and have been incorporated by reference herein in reliance upon the authority of said firm as experts in giving said report. LEGAL MATTERS The validity of the shares being offered hereby will be passed upon for us by Conner & Winters, P.L.L.C., Fayetteville, Arkansas. INDEMNIFICATION The Arkansas Business Corporation Act provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses, judgments, fines and amounts paid in settlements reasonably incurred by him in connection with such action or proceeding if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation. In addition, a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation against expenses actually reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable for negligence or misconduct unless and only to the extent the court in which such action was brought shall determine that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Our bylaws provide that our officers and directors shall be indemnified to the fullest extent permitted by law in connection with any actual or threatened action or proceeding arising out of their service to us (including service to a subsidiary of ours) or to any other organization at our request. 10 We have entered into indemnification agreements with each of our directors and officers pursuant to which we have agreed to indemnify our directors and officers against liabilities and litigation costs resulting from their service to us. We also maintain directors' and officers' liability insurance. Our 2000 Stock Incentive Plan and 1993 Stock Incentive Plan each provide that no member of the committee administering such plan shall be liable for any action, omission or determination relating to the plan. In addition, we have agreed in each plan to indemnify and hold harmless each member of the committee, and each other director or employee of ours to whom any duty or power relating to the administration or interpretation of the plan has been delegated, against any cost or expense, including counsel fees, or liability arising out of any action, omission or determination relating to the plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in our best interests. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by a 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 Securities Act and will be governed by the final adjudication of such issue. 11 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by Southwestern Energy Company (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (3) The Company's Current Reports on Form 8-K dated June 22, 2000, and June 26, 2000; (4) The description of the Company's common stock contained in the Registration Statement on Form 8-A dated October 23, 1981, as updated by the Company's Current Report on Form 8-K dated July 8, 1993; and (5) The description of the common stock purchase rights contained in Amendment No. 1 to the Company's Registration Statement on Form 8-A dated April 26, 1999. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from their respective dates of filing. Any statement contained in this Registration Statement, 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 in any other subsequently filed incorporated document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. II-1 Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 4-27-850 of the Arkansas Code Annotated provides that the Company shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company, against expenses, judgments, fines and amounts paid in settlements reasonably incurred by him in connection with such action or proceeding if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Company. In addition, the Company shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Company against expenses actually reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable for negligence or misconduct unless and only to the extent the court in which such action was brought shall determine that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Article VII, Section 6, of the Company's Bylaws provides that the Company's officers and directors shall be indemnified to the fullest extent permitted by law in connection with any actual or threatened action or proceeding arising out of their service to the Company (including service to a subsidiary of the Company) or to any other organization at the Company's request. The Company has entered into indemnification agreements with each of its directors and officers under which the Company has agreed to indemnify its directors and officers against liabilities and litigation costs resulting from their service to the Company. The Company also maintains directors' and officers' liability insurance. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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, the II-2 Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description - -------------- ----------- 4.1 Southwestern Energy Company 2000 Stock Incentive Plan (incorporated by reference herein by reference to Appendix A to the Company's Proxy Statement dated March 29, 2000). 4.2 Form of Non-qualified Stock Option between Southwestern Energy Company and employees granted stock options. 4.3 Form of Restricted Stock Agreement between Southwestern Energy Company and employees awarded shares of restricted stock. 5.1 Opinion of Conner & Winters, P.L.L.C. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Conner & Winters, P.L.L.C. (contained in the opinion included in Exhibit 5.1). 24 Power of Attorney (included on the signature page to this Registration Statement). Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; II-3 (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 the 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 this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the II-4 Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 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 Fayetteville, State of Arkansas on the 28th day of July, 2000. SOUTHWESTERN ENERGY COMPANY By: /s/ Harold M. Korell --------------------------- Harold M. Korell President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Harold M. Korell and Greg D. Kerley, each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange 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 in and about the premises, as fully to 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 his 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 and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/ Harold M. Korell President, Chief Executive July 28, 2000 - --------------------------- Officer and Director Harold M. Korell (Principal Executive Officer) /s/ Greg D. Kerley Executive Vice President and July 28, 2000 - --------------------------- Chief Financial Officer Greg D. Kerley (Principal Financial Officer) /s/ Stanley T. Wilson Controller and Chief Accounting July 28, 2000 - --------------------------- Officer (Principal Accounting Officer) Stanley T. Wilson II-6 Signature Title Date - --------- ----- ---- /s/ Lewis E. Epley, Jr. Director July 28, 2000 - --------------------------- Lewis E. Epley, Jr. /s/ John Paul Hammerschmidt Director July 28, 2000 - --------------------------- John Paul Hammerschmidt /s/ Robert L. Howard Director July 28, 2000 - --------------------------- Robert L. Howard /s/ Kenneth R. Mourton Director July 28, 2000 - --------------------------- Kenneth R. Mourton /s/ Charles E. Scharlau Director and Chairman July 28, 2000 - --------------------------- Charles E. Scharlau
II-7 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4.1 Southwestern Energy Company 2000 Stock Incentive Plan (incorporated by reference herein by reference to Appendix A to the Company's Proxy Statement dated March 29, 2000). 4.2 Form of Non-qualified Stock Option between Southwestern Energy Company and employees granted stock options. 4.3 Form of Restricted Stock Agreement between Southwestern Energy Company and employees awarded shares of restricted stock. 5.1 Opinion of Conner & Winters, P.L.L.C. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Conner & Winters, P.L.L.C. (contained in the opinion included in Exhibit 5.1). 24 Power of Attorney (included on the signature page to this Registration Statement). II-8 EX-4.2 2 0002.txt NON-QUALIFIED STOCK OPTION AND LIMITED SAR SOUTHWESTERN ENERGY COMPANY NON-QUALIFIED STOCK OPTION (Not Transferable) THIS CERTIFIES, that SOUTHWESTERN ENERGY COMPANY, an Arkansas corporation (the "Company"), has, as of the ____ day of _____, 2000, granted to ________________ (the "Participant"), a Non-Qualified Stock Option to purchase ______ shares (the "Optioned Shares") of the Company's Common Stock ($.10 par value) on the terms and conditions attached hereto and made a part hereof ("Terms"). This Non-Qualified Stock Option is granted separate and apart from the Southwestern Energy Company 2000 Stock Incentive Plan, and any shares issued to the Participant upon exercise of this option shall be issued from treasury shares. This Non-Qualified Stock Option shall be exercisable only in accordance with the provisions of this Certificate and the Terms. This Non-Qualified Stock Option is not transferable except by Will or the laws of descent and distribution. The exercise price of the Optioned Shares shall be $_______ per share. This Non-Qualified Stock Option shall be exercisable in whole or in part; provided, that no partial exercise shall be for an aggregate exercise price of less than $1,000. The partial exercise of this Non-Qualified Stock Option shall not cause the expiration, termination or cancellation of the remaining portion hereof. This Non-Qualified Stock Option shall be exercised by delivering notice to the Company's principal office, to the attention of its Secretary, no less than one business day in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Certificate, shall specify the number of Optioned Shares with respect to which this Non-Qualified Stock Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. Payment for Optioned Shares purchased upon the exercise of this Non-Qualified Stock Option shall be made on the effective date of such exercise in accordance with the Terms. THIS NON-QUALIFIED STOCK OPTION SHALL FIRST BECOME EXERCISABLE WITH RESPECT TO THE FOLLOWING PERCENTAGE OF THE TOTAL SHARES SUBJECT HERETO ON THE FOLLOWING DATES: ======================================= ======================================= First Date on Which Such Percentage Percentage of Total Shares of Total Shares Becomes Exercisable ======================================= ======================================= 33 1/3 % ======================================= ======================================= 33 1/3 % ======================================= ======================================= 33 1/3 % ======================================= ======================================= THIS NON-QUALIFIED STOCK OPTION SHALL BECOME FULLY VESTED AT THE EARLIER OF ___________, _____ OR UPON PARTICIPANT'S RETIREMENT PROVIDED PARTICIPANT HAS REACHED NORMAL RETIREMENT AGE (SIXTY-FIVE (65)), AS DEFINED IN THE SOUTHWESTERN ENERGY COMPANY PENSION PLAN. PROVIDED, HOWEVER, UPON THE OCCURRENCE OF A CHANGE IN CONTROL, IF AND TO THE EXTENT IT STILL IS OUTSTANDING, THIS NON-QUALIFIED STOCK OPTION SHALL BECOME FULLY AND IMMEDIATELY EXERCISABLE AND SHALL REMAIN EXERCISABLE UNTIL ITS EXPIRATION, TERMINATION OR CANCELLATION PURSUANT TO THE TERMS. THIS NON-QUALIFIED STOCK OPTION SHALL EXPIRE AND BE VOID AND SHALL NOT BE EXERCISABLE AFTER THE EXPIRATION OF TEN (10) YEARS FROM THE DATE AS OF WHICH IT WAS GRANTED AND MAY BE EXERCISED ONLY IN THE MANNER PROVIDED IN THE TERMS. THIS NON-QUALIFIED STOCK OPTION SHALL BE SUBJECT TO EARLIER TERMINATION, EXPIRATION OR CANCELLATION AS PROVIDED IN THE TERMS. IN WITNESS WHEREOF, the Company has issued this Non-Qualified Stock Option Certificate by its undersigned duly authorized officer as of the ____day of _____, 2000. SOUTHWESTERN ENERGY COMPANY ATTEST: (Seal) By:_____________________________ President and Chief Executive Officer By:____________________________ Executive Vice President and Chief Financial Officer _____________________________ (Participant) 2 NQO TERMS AND CONDITIONS 1. Definitions As used herein, the following definitions apply to the terms indicated below: (a) "Cause" when used in connection with the termination of a Participant's employment with the Company, shall mean the termination of the Participant's employment by the Company on account of (i) the willful and continued failure by the Participant to substantially perform the Participant's duties and obligations (other than any such failure resulting from the Participant's incapacity due to physical or mental illness), after a written demand for substantial performance has been delivered to the Participant by the Company or by the Participant's supervisor, which demand identifies in reasonable detail the manner in which the Participant is believed to have not substantially performed his or her duties, (ii) the Participant's willful and serious misconduct which has resulted in or could reasonably be expected to result in material injury to the business, financial condition or reputation of the Company, (iii) the Participant's conviction of, or entering of a plea of nolo contendere to, a crime that constitutes a felony or serious misdemeanor or (iv) the breach by the Participant of any written covenant or agreement with the Company not to disclose any information pertaining to the Company or not to compete or interfere with the Company. (b) "Change in Control" shall mean the occurrence of any of the following: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), an "Acquiring Person") becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Southwestern representing 20% or more of the combined voting power of Southwestern's then outstanding securities, provided, however, that any acquisition by (A) Southwestern or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by Southwestern or any of its subsidiaries or (B) any corporation with respect to which, immediately following such acquisition, more than 60% of, respectively, the then outstanding shares of Common Stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, in the aggregate by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such acquisition in substantially the same proportion 3 as their ownership, immediately prior to such acquisition, of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be, shall not constitute a Change in Control; (ii) consummation by Southwestern of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals and entities who were their respective beneficial owners of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such Business Combination do not in the aggregate, immediately following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be; (iii) any individual who is nominated by the Board for election to the Board on any date fails to be so elected as a direct or indirect result of any proxy fight or contested election for positions on the Board; (iv) a "change in control" of Southwestern of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act occurs; (v) (A) a complete liquidation or dissolution of Southwestern or (B) a sale or other disposition of all or substantially all of the assets of both the Exploration and Production and the Utility business segments of Southwestern other than to a corporation with respect to which, immediately following such sale or disposition, more than 80% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, in the aggregate by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be, immediately prior to such sale or disposition; 4 (vi) other than with respect to a person who is employed in the Utility business segment of Southwestern, the sale or other disposition of all or substantially all the assets of the Exploration and Production business segment other than to a corporation with respect to which, immediately following such sale or disposition, more than 80% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, in the aggregate by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be, immediately prior to such sale or disposition; or (vii) a majority of the Board determines in its sole and absolute discretion that there has been a Change in Control of Southwestern or that there will be a Change in Control of Southwestern upon the occurrence of certain specified events and such events occur. (c) "Code" shall mean the Internal Revenue Code of 1986. (d) "Committee" shall mean the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer this agreement and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the agreement. (e) "Common Stock" shall mean Southwestern's Common Stock, $.10 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 5 hereto. (f) "Company" shall mean Southwestern and each of its Subsidiaries. (g) "Disability" shall mean a condition entitling a Participant to benefits under the long-term disability policy maintained by the Company and applicable to the Participant. (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (i) the "Fair Market Value" shall mean, with respect to a share of Common Stock, as of the applicable date of determination (i) the closing sales price 5 on the immediately preceding business day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on the immediately preceding business day as reported on the National Association of Securities Dealers Automated Quotation System or (iii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its absolute discretion. (j) "Incentive Stock Option" shall mean an Option granted to a Participant which, at the date of grant, is intended to be an "incentive stock option" within the meaning of Section 422 of the Code and which is identified as an Incentive Stock Option in the agreement by which it is evidenced. (k) "Non-Qualified Stock Option" shall mean an Option granted to a Participant which is not an Incentive Stock Option. (l) "Option" shall mean an option to purchase shares of Common Stock granted pursuant to Section 3 hereof. (m) "Person" shall mean a "person," as such term is used in sections 13(d) and 14(d) of the Exchange Act. (n) "Securities Act" shall mean the Securities Act of 1933, as amended. (o) "Subsidiary" shall mean any "subsidiary corporation" within the meaning of Section 425(f) of the Code. 2. Administration The Agreement shall be administered by a Committee of the Board of Directors consisting of two or more persons, at least two of whom qualify as a "disinterested person," within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act, and an "outside director," within the meaning of Treasury Regulation Section 1.162-27(e)(2). The Committee shall have full authority to administer this agreement, including authority to interpret and construe any provision of this agreement. Decisions of the Committee shall be final and binding on all parties. The Committee may, in its absolute discretion, without amendment to this agreement, accelerate the date on which any Option granted hereunder becomes exercisable or otherwise adjust any of the terms of such Option. 6 The Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment. No member of the Committee shall be liable for any action, omission, or determination relating to the Agreement, and Southwestern shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Agreement has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Agreement, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. 3. Options (a) Term and Exercise of Options (1) Each Option shall be exercisable in whole or in part; provided, that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of an Option, the agreements evidencing such Option marked with such notations as the Committee may deem appropriate to evidence such partial exercise, shall be returned to the Participant together with the delivery of the certificates described in Section 3(a)(4) hereof. (2) An Option shall be exercised by delivering notice to the Company's principal office, to the attention of its Secretary, no less than three business days in advance of the effective date of the proposed exercise. Such notice shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. Payment for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier's check or wire transfer or (ii) through a directed brokerage service, if any is made available to Participants of the Company or (iii) subject to the approval of the Committee, in shares of Common Stock that have been owned by the Participant for a least six months prior to the effective date of exercise and valued at their Fair Market Value on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or wire transfer. Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Secretary of Southwestern, duly endorsed in blank or accompanied by stock powers duly executed in blank, together 7 with any other documents and evidences as the Secretary of Southwestern shall require from time to time. (3) During the lifetime of the Participant, each Option granted to the Participant shall be exercisable only by the Participant. No Option shall be assignable or transferable otherwise than by will or by the laws of descent and distribution, nor shall any option be permitted to be pledged in any manner. Notwithstanding the foregoing, with the prior consent of the Committee, any Option, including the right to exercise such Option, may be transferred by a Participant during the Participant's lifetime, but only to: (i) one or more of a Participant's spouse or natural or adopted lineal descendants; or (ii) a trust, partnership, or corporation or other similar entity which is owned solely by one or more of the Participant's spouse or natural or adopted lineal descendants or which will hold such options solely for the benefit of one or more of such persons. (4) Certificates for shares of Common Stock purchased upon the exercise of an Option shall be issued in the name of the Participant and delivered to the Participant as soon as practicable following the effective date on which the Option is exercised. (b) Effect of Termination of Employment (1) In the event that the employment of a Participant with the Company shall terminate for any reason other than Disability, Retirement, Cause, or death (i) Options granted to such Participant, to the extent that they were vested and exercisable at the time of such termination, shall remain exercisable until the expiration of ninety days after such termination, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination; provided, however, that no Option shall be exercisable after the expiration of its term. (2) In the event that the employment of a articipant with the Company shall terminate on account of the Disability or Retirement of the Participant such Participant shall be entitled to exercise at any time or from time to time after such termination and until the first anniversary of such termination, Options granted to the Participant hereunder to the extent that such Options were vested and exercisable at the time of such termination provided, however, that no Option shall be exercisable after the expiration of its original term. (3) In the event that the employment of a Participant with the Company shall terminate on account of the death of the Participant, such Participant's estate or beneficiary under the Participant's will shall be entitled to exercise, at any time or from time to time until the first anniversary of such termination, Options granted to the Participant hereunder to the extent that such Options were exercisable at the time of such termination; provided, however, that no Option shall be exercisable after the expiration of its original term. 8 Options that are not exercised prior to the first anniversary of such termination shall expire on such anniversary date. (4) In the event of the termination of a Participant's employment for Cause, all outstanding Options granted to the Participant shall expire at the commencement of business on the date of such termination; provided, however, that no Participant shall be deemed to have been terminated for Cause during the two year period following any Change in Control. (5) For purposes of this Section 3(b), an Option shall be deemed to be exercisable on the date of the termination of the employment of a Participant with the Company to the extent, if any, it becomes exercisable by acceleration by the Committee. (c) Acceleration of Exercise Date Upon Change in Control Upon the occurrence of a Change in Control, each Option granted hereunder and outstanding at such time shall become fully and immediately exercisable and shall remain exercisable until its expiration, termination or cancellation pursuant to the terms hereof. 4. Adjustment Upon Changes in Common Stock (a) Adjustment upon Certain Events In the event of any change in the shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination, spin-off, reclassification or exchange of shares or similar corporate change, the number of options granted the Participant may be appropriately adjusted as the Committee shall determine to prevent enlargement or dilution of the rights of Participants hereunder and the Committee's determination hereunder shall be conclusive. (b) Outstanding Options - Certain Transactions Notwithstanding any other provisions hereto, in the event of (i) a dissolution or liquidation of Southwestern, (ii) a sale of all or substantially all of Southwestern's assets or (iii) a merger or consolidation involving Southwestern, the Committee shall have the power to: (A) cancel, effective immediately prior to the occurrence of such event, each Option outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant an amount in cash, for each share of Common Stock subject to such Option equal to the excess of (A) the value, as determined by the Committee in its absolute discretion, of the property (including cash) received by the holder of a share of 9 Common Stock as a result of such event over (B) the exercise price of such Option; or (B) provide for the exchange of each Option outstanding immediately prior to such event (whether or not then exercisable) for equivalent options covering securities of the acquiring entity (or ultimate parent thereof) and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price of such option or, if appropriate, provide for a cash payment to the Participant in partial consideration for the exchange of the Option. (c) No Other Rights Except as expressly provided herein, the Participant shall not have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided herein, no issuance by Southwestern of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to the exercise price of any Option. 5. Rights as a Stockholder No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Option granted hereunder until the date of the issuance of a stock certificate with respect to such shares. Except as otherwise expressly provided in Section 4 hereof, no adjustment to any Option shall be made for dividends or other rights for with the record date occurs prior to the date such stock certificate is issued. 6. No Special Employment Rights; No Right to Options Nothing contained herein shall confer upon a Participant any right with respect to the continuation of a Participant's employment by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of a Participant from the rate in existence at the time of the grant hereunder. The Participant shall have no claim or right to receive any additional Options hereunder. The Committee's granting of Options to a Participant at any time shall neither require the Committee to grant Options to the Participant at any time nor preclude the Committee from making subsequent grants to the Participant. 10 7. Securities Matters (a) Southwestern shall be under no obligation to effect the registration pursuant to the Securities Act of any interests in any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, Southwestern shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to this agreement unless and until Southwestern is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the New York Stock Exchange and any other securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable. (b) The exercise of any Option granted hereunder shall be effective only at such time as counsel to Southwestern shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of the New York Stock Exchange and any other securities exchange on which shares of Common Stock are traded. Southwestern may, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder or the issuance or transfer of shares of Common Stock pursuant thereto or ensure compliance under federal or state securities laws. Southwestern shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Option or the issuance or transfer of shares of Common Stock granted hereunder. During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. 8. Withholding Taxes (a) Cash Remittance Whenever shares of Common Stock are to be issued upon the exercise of an Option, Southwestern shall have the right to require the Participant to remit to Southwestern in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such exercise, prior to the delivery of any certificate or certificates for such shares. (b) Stock Remittance Subject to Section 8(d) hereof at the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the 11 exercise of an Option, in lieu of the remittance required by Section 8(a) hereof, the Participant may tender to Southwestern a number of shares of Common Stock owned by the Participant for at least six months having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, and not greater than Participant's estimated total federal, state and local tax obligations associated with such exercise. (c) Stock Withholding Southwestern shall have the right, when shares of Common Stock are to be issued upon the exercise of an Option, in lieu of requiring the remittance required by Section 8(a) hereof, to withhold a number of such shares, the Fair Market Value of which at the exercise date the Committee determines to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, and is not greater than Participant's estimated total federal, state and local tax obligations associated with such exercise. (d) Timing and Method of Elections If the Participant is subject to Section 16(b) of the Exchange Act, the Participant may only make such election described in Section 8(b) hereof if the Participant is in compliance with the Southwestern Energy Company Statement of Company Policy on Insider Trading and the Southwestern Energy Company Policy Regarding Special Trading Procedures. 9. No Obligation to Exercise The grant to the Participant of an Option shall impose no obligation upon such Participant to exercise such Option. 10. Transfers Upon Death Upon the death of a Participant, outstanding Options may be exercised only by the executors or administrators of a Participant's estate or by any person or persons who shall have acquired such right to exercise by Will or by the laws of descent and distribution. No transfer by Will or the laws of descent and distribution of any Option, or the right to exercise any Option, shall be effective to bind Southwestern unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the Will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of this agreement that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Option. 12 Except as provided in this Section 10, no Option shall be transferable, and shall be exercisable only by a Participant during the Participant's lifetime. 11. Failure to Comply In addition to the remedies of Southwestern elsewhere provided for herein, failure by the Participant (or beneficiary) to comply with any of the terms and conditions hereof, unless such failure is remedied by the Participant (or beneficiary) within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Option, in whole or in part, as the Committee, in its absolute discretion, may determine. 12. Applicable Law Except to the extent preempted by any applicable federal law, this agreement will be construed and administered in accordance with the laws of the State of Arkansas, without reference to the principles of conflicts of law. 13 EX-4.3 3 0003.txt RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT THIS AGREEMENT, made as of this ____ day of _____, 2000, by and between Southwestern Energy Company, a corporation (the "Company") and ________________ (the "Participant"). WITNESSETH: WHEREAS, the Participant is now serving as an officer or key employee of the Company and the Company desires to afford the Participant the opportunity to acquire, or enlarge, the Participant's stock ownership in the Company so that the Participant may have a direct proprietary interest in the Company's success; NOW, THEREFORE, in consideration of the covenants and agreement herein contained, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock The Company hereby grants to the Participant, subject to the terms and conditions herein set forth, the right to receive from the Company ____ shares of Restricted Stock ($.10 par value) of the Company to be issued from treasury shares separate and apart from the Southwestern Energy Company 2000 Stock Incentive Plan. 2. Definitions (a) "Change in Control" shall mean the occurrence of any of the following: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), an "Acquiring Person") becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Southwestern representing 20% or more of the combined voting power of Southwestern's then outstanding securities, provided, however, that any acquisition by (A) Southwestern or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by Southwestern or any of its subsidiaries or (B) any corporation with respect to which, immediately following such acquisition, more than 60% of, respectively, the then outstanding shares of Common Stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, in the aggregate by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be, shall not constitute a Change in Control; (ii) consummation by Southwestern of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals and entities who were their respective beneficial owners of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such Business Combination do not in the aggregate, immediately following such Business Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be; (iii) any individual who is nominated by the Board for election to the Board on any date fails to be so elected as a direct or indirect result of any proxy fight or contested election for positions on the Board; (iv) a "change in control" of Southwestern of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act occurs; (v) (A) a complete liquidation or dissolution of Southwestern or (B) a sale or other disposition of all or substantially all of the assets of both the Exploration and Production and the Utility business segments of Southwestern other than to a corporation with respect to which, immediately following such sale or disposition, more than 80% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, in the aggregate by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be, immediately prior to such sale or disposition; (vi) other than with respect to a person who is employed in the Utility business segment of Southwestern, the sale or other disposition of all or substantially all the assets of the Exploration and Production business segment other than to a corporation with respect to which, immediately following such sale or disposition, more than 80% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of 2 directors is then beneficially owned, directly or indirectly, in the aggregate by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Southwestern Common Stock and Southwestern voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Southwestern Common Stock and Southwestern voting securities, as the case may be, immediately prior to such sale or disposition; or (vii) a majority of the Board determines in its sole and absolute discretion that there has been a Change in Control of Southwestern or that there will be a Change in Control of Southwestern upon the occurrence of certain specified events and such events occur. (b) "Committee" shall mean the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer this agreement and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of hereto. (c) "Common Stock" shall mean Southwestern's Common Stock, $.10 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 4 hereto. (d) "Company" shall mean Southwestern and each of its Subsidiaries. (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (f) "Issue Date" shall mean the date established by the Committee on which certificates representing shares of Restricted Stock shall be issued by Southwestern pursuant to the terms hereto. (g) "Person" shall mean a "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act. (h) "Restricted Stock" shall mean a share of Common Stock which is granted pursuant to Section 3 hereto and which is subject to the restrictions set forth hereto for so long as such restrictions continue to apply to such share. (i) "Securities Act" shall mean the Securities Act of 1933, as amended. (j) "Vesting Date" shall mean the date established by the Committee on which a share of Restricted Stock may vest. 3 3. Term and Restrictions (a) Issue Date and Vesting Date The Issue Date of the Restricted Stock granted hereunder shall be the effective date of this agreement. Except as provided in Sections 3(c) and 3(f), stock certificates representing the shares of Restricted Stock granted hereunder shall be issued in accordance with Section 3(d) hereof. Such shares shall vest ratably over a three year period from the date hereof (the "Vesting Dates"). Except as provided in Sections 3(c) and 3(f), and provided that all conditions to the vesting of a share of Restricted Stock imposed pursuant to Section 3(b) hereof are satisfied, upon the occurrence of the Vesting Date with respect to a share of Restricted Stock, such share shall vest and the restrictions of Section 3(c) hereof shall cease to apply to such share. (b) Conditions to Vesting Except for continuation of employment with the Company as provided in Section 3(f) hereof, there are no conditions to the vesting of the shares of Restricted Stock granted hereunder. (c) Restrictions on Transfer Prior to Vesting Prior to the vesting of a share of Restricted Stock, such share of Restricted Stock shall not be transferable under any circumstances and no transfer of a Participant's rights with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to such share, but immediately upon any attempt to transfer such rights, such share, and all of the rights related thereto, shall be cancelled and shall be forfeited by the Participant and the transfer shall be of no force or effect. (d) Issuance of Certificates (1) Except as provided in Section 3(c) or 3(f) hereof, reasonably promptly after the Issue Date with respect to shares of Restricted Stock, the Company shall cause to be issued stock certificates, registered in the name of the Participant to whom such shares were granted, evidencing such shares; provided, that the Company shall not cause to be issued such a stock certificate unless it has received a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the following legend: The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture provisions and restrictions against transfer) contained in an Agreement entered into between the registered owner of such shares and Southwestern Energy Company. A copy of the Agreement is on file in the office of the 4 Secretary of Southwestern Energy Company, 1083 Sain Street, Fayetteville, Arkansas 72703. Such legend shall not be removed from the certificate evidencing such shares unless and until such shares become vested and the restrictions on the transfer thereof lapse pursuant to the terms hereof and any agreement evidencing such Restricted Stock. (2) Each certificate issued pursuant to Section 3(d)(1) hereof, together with the stock powers relating to the shares of Restricted Stock evidenced by such certificate, shall be deposited by the Company with a custodian designated by the Company. The Company shall cause such custodian to issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant. (e) Consequences Upon Vesting Upon the vesting of a share of Restricted Stock pursuant to the terms hereof, the restrictions of Section 3(c) hereof shall cease to apply to such share. Reasonably promptly after a share of Restricted Stock vests pursuant to the terms hereof, the Company shall cause to be issued and delivered to the Participant, a certificate evidencing such share, free of the legend set forth in Section 3(d)(1) hereof, together with any other property of the Participant held by the custodian pursuant to Section 3(d)(2) hereof. (f) Effect of Termination of Employment In the event that the employment of a Participant with the Company shall terminate for any reason prior to the vesting of shares of Restricted Stock, all shares of Restricted Stock granted to the Participant hereunder which have not vested as of the date of such termination shall be immediately forfeited. (g) Effect of Change in Control Upon the occurrence of a Change in Control, all shares of Restricted Stock granted hereunder which have not theretofore vested, or been canceled or forfeited pursuant to any provision hereof, shall immediately vest. 4. Adjustment Upon Changes in Common Stock (a) Outstanding Restricted Stock Unless the Committee in its absolute discretion otherwise determines, any securities or other property (including dividends paid in cash) received by the Participant with respect to a share of Restricted Stock, the Issue Date with respect to which occurs prior to such event, but which has not vested as of the date of such event, as a result of any dividend, stock split, reverse 5 stock split, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests, and shall be promptly deposited with the custodian designated pursuant to Paragraph 3(d)(2) hereof. The Committee has determined that the right to receive cash dividends paid on the shares of Restricted Stock shall vest on the Issue Date. The Committee may, in its absolute discretion, adjust the grant of shares of Restricted Stock made hereunder, provided the Issue Date has not occurred as of the date of the occurrence of any of the following events, to reflect any dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange of shares or similar corporate change as the Committee may deem appropriate to prevent the enlargement or dilution of rights of the Participant under the grant. (b) No Other Rights Except as expressly provided herein, the Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to the Restricted Stock granted hereunder. 5. Rights as a Shareholder No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to the Restricted Stock granted hereunder until the date of the issuance of a stock certificate with respect to such shares. Except as otherwise expressly provided in Section 4 hereof, no adjustment to the Restricted Stock shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued. 6. No Special Employment Rights; No Right To Restricted Stock Nothing contained herein shall confer upon the Participant any right with respect to continuation of the Participant's employment by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Participant from the rate in existence on the date hereof. The grant of the Restricted Stock hereunder shall neither require or prevent the granting of any subsequent Restricted Stock to the Participant or any other person. 6 7. Securities Matters Southwestern shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, Southwestern shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to this agreement unless and until Southwestern is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition to the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable. 8. Withholding Taxes (a) Cash Remittance Whenever shares of Common Stock are to be issued upon the occurrence of the Issue Date or the Vesting Date and whenever dividends are paid in respect of non-vested shares of restricted stock, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such occurrence prior to the delivery of any certificate or certificates for such shares. (b) Stock Remittance Subject to Section 8(a) hereof, at the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the occurrence of the Issue Date or the Vesting Date, in lieu of the remittance required by Section 8(a) hereof, the Participant may tender to the Company a number of shares of Common Stock owned by the Participant for at least six months having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise and not greater than the Participant's estimated total federal, state and local tax obligations associated with such exercise. (c) Stock Withholding The Company shall have the right, when shares of Common Stock are to be issued upon the occurrence of the Issue Date or the Vesting Date, in lieu of requiring the remittance required by Section 8(a) hereof, to withhold a number of such shares, the Fair Market Value of which at the exercise date the Committee determines to be sufficient to satisfy the federal, state and local 7 withholding tax requirements, if any, attributable to such occurrence and is not greater than the Participant's estimated total federal, state and local tax obligations associated with such exercise. (d) Timing and Method of Elections Notwithstanding any other provisions hereof, if the Participant is subject to Section 16(b) of the Exchange Act, the Participant may only make the election described in Section 8(b) hereof provided that the Participant is in compliance with the Southwestern Energy Company Statement of Company Policy on Insider Trading and the Southwestern Energy Company Policy Regarding Special Trading Procedures. 9. Transfers Upon Death No transfer by Will or the laws of descent and distribution of the Restricted Stock granted hereunder, shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the Will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of this Agreement that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Restricted Stock. 10. Failure to Comply In addition to the remedies of the Company elsewhere provided for herein, failure by the Participant (or beneficiary) to comply with any of the terms and conditions of this Agreement, unless such failure is remedied by the Participant (or beneficiary) within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of the Restricted Stock, in whole or in part as the Committee, in its absolute discretion, may determine. 11. Applicable Law Except to the extent preempted by any applicable federal law, this Agreement will be construed and administered in accordance with the laws of the State of Arkansas, without reference to the principles of conflicts of law. 12. Notices Any notice hereunder to the Company shall be addressed to it at its office, P. O. Box 1408, Fayetteville, AR 72702-1408: Attention: Secretary, and any notice hereunder to the Participant shall be addressed to the Participant at __________________________________________. Either party may designate at any time hereafter in writing some other address. 8 IN WITNESS WHEREOF, Southwestern Energy Company has caused this Agreement to be executed by its undersigned duly authorized officer as of the ___ day of _____, 2000. SOUTHWESTERN ENERGY COMPANY ATTEST: (Seal) By:____________________________ President and Chief Executive Officer By:____________________________ Executive Vice President and Chief Financial Officer ____________________________ (Participant) 9 EX-5.1 4 0004.txt LEGAL OPINION OF CONNER & WINTERS Exhibit 5.1 CONNER & WINTERS P.L.L.C. LAWYERS 100 WEST CENTER SUITE 200 FAYETTEVILLE, ARKANSAS 72701 _______ July 28, 2000 Southwestern Energy Company 1083 Sain Street Fayetteville, Arkansas 72703 Re: Registration Statement of Form S-8 Ladies and Gentlemen: We have acted as counsel to Southwestern Energy Company, an Arkansas corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the Registration Statement on Form S-8 (the "Registration Statement") relating to an aggregate of 1,254,000 shares of the Company's common stock, par value $.10 per share (the "Shares"), which may be issued pursuant to restricted stock awards ("Restricted Stock") or options ("Options") granted under the terms of the Southwestern Energy Company 2000 Stock Incentive Plan (the "Incentive Plan") or under stock option and restricted stock agreements (the "Agreements"). In rendering the following opinion, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action of the Company, and (i) upon the issuance of Restricted Stock pursuant to the terms of the Incentive Plan, the Shares so issued will be legally issued, fully paid and nonassessable, (ii) upon the issuance of Shares pursuant to the exercise of an Option in accordance with its terms and the terms of the Incentive Plan or the Agreement, as the case may be, the Shares so issued, when paid for in accordance with the terms of the Incentive Plan or the Agreement, as the July 28, 2000 Page 2 case may be, and at a price per share in excess of the par value per share for such Shares, will be legally issued, fully paid and nonassessable and (iii) the Shares issued as Restricted Stock pursuant to the Agreements are legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in a category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder. Very truly yours, /s/ Conner & Winters, P.L.L.C. Conner & Winters, P.L.L.C. EX-23.1 5 0005.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 "Southwestern Energy Company 2000 Stock Incentive Plan" of our report dated February 4, 2000 included in Southwestern Energy Company's Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this Form S-8 "Southwestern Energy Company 2000 Stock Incentive Plan." Arthur Andersen, LLP Tulsa, Oklahoma July 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----