-----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, UMGwvq0+W0gEB0xlCYyRQwRxWFhvq1jqe4sgI6mwhF79xyBxwLqr3dgHSqV7CqDZ 9OSRqVmZ2EKxq4LNB8qTXQ== 0000950129-02-001736.txt : 20020415 0000950129-02-001736.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950129-02-001736 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020403 EFFECTIVENESS DATE: 20020403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUEVO ENERGY CO CENTRAL INDEX KEY: 0000861819 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760304436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85470 FILM NUMBER: 02601213 BUSINESS ADDRESS: STREET 1: 1021 MAIN SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136520706 S-8 1 h95759s-8.txt NUEVO ENERGY COMPANY AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2002. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ NUEVO ENERGY COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 76-0304436 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 1021 MAIN STREET, SUITE 2100, HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) NUEVO ENERGY COMPANY JANET F. CLARK STOCK OPTION PLAN GEORGE B. NILSEN STOCK OPTION PLAN (FULL TITLE OF PLAN) BRUCE K. MURCHISON 1021 MAIN, SUITE 2100 HOUSTON, TEXAS 77002 (NAME AND ADDRESS OF AGENT FOR SERVICE) (713) 652-0706 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: HAYNES AND BOONE, LLP 1000 LOUISIANA, SUITE 4300 HOUSTON, TEXAS 77002 ATTN: GEORGE G. YOUNG III (713) 547-2081 ------------------ CALCULATION OF REGISTRATION FEE
================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.01 per share (1) (2) (3) 225,000 $12.00 $2,700,000 $248.40 ==================================================================================================================
(1) Including preferred stock purchase rights issued under our Shareholders Rights Plan, dated March 5, 1997. (2) In addition pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. (3) Pursuant to Rule 457(h) of the Securities Act of 1933, the offering price and registration fee is computed upon the basis of the price at which the options may be exercised. 1 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* *Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to our employees and officers participating in the Janet F. Clark Stock Option Plan and the George B. Nilsen Stock Option Plan (the "Plans") as specified by Rule 428(b)(1) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by us with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, are incorporated herein by reference: o Annual Report on Form 10-K for the fiscal year ended December 31, 2001. o The description of common stock contained in our Registration Statement on Form 8-A, filed with the Commission on May 15, 1990, including any future amendment or report filed for the purpose of updating such description. All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered under the Plans have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED PERSONS AND COUNSEL. Not applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware, pursuant to which we are incorporated, provides generally and in pertinent part that a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and otherwise, and or purchase indemnity insurance on behalf of its directors and officers. Article Nine of our Certificate of Incorporation, as amended, and Article VII of our Bylaws, as amended, provide, in general, that we may indemnify our directors, officers, employees and agents (or persons serving at our request as a director, officer, employee or agent of another entity) to the full extent of Delaware law. We have purchased directors and officers liability insurance policy which insures, among other things, (i) our officers and directors from any claim arising out of an alleged wrongful act by such persons while acting as our directors and officers and (ii) us to the extent that we have indemnified the directors and officers for such loss. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. 3 ITEM 8. EXHIBITS.
INCORPORATED BY EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH -------------- ------------ ------------------------- -------------- 4.1 Specimen Common Stock Incorporated by reference Certificate from exhibit 4.1 of the Company's Registration Statement on Form S-4, Reg. No. 33-33873 4.2 Certificate of Incorporated by reference Incorporation of the from Exhibit 3.1 to Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 4.3 Certificate of Amendment Incorporated by reference to the Certificate of from Exhibit 3.2 to Incorporation of the Quarterly Report on Form Company 10-Q for the quarterly period ended June 30, 1999 4.4 Bylaws of the Company Incorporated by reference from Exhibit 3.3 to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 4.5 Amendment to section 3.1 Incorporated by reference of the Bylaws of Nuevo from Exhibit 3.4 to Energy Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 5.1 Opinion of Haynes and Boone, LLP X 15.1 Letter re unaudited interim financial information* 23.1 Consent of ARTHUR ANDERSEN LLP X 23.2 Consent of Included as part of Haynes and Boone, LLP Exhibit 5.1 24 Power of attorney Signature Page to this Registration Statement
4
INCORPORATED BY EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH -------------- ------------ ------------------------- -------------- 99.1 Janet F. Clark Stock Incorporated by reference Option Plan from Exhibit 10.35 to Annual Report on Form 10-K for the year ended December 31, 2001 99.2 George B. Nilsen Stock Incorporated by reference Option Plan from Exhibit 10.36 to Annual Report on Form 10-K for the year ended December 31, 2001
*Not applicable ITEM 9. UNDERTAKINGS. (a) We hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefits plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration 5 Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on March 29, 2002. NUEVO ENERGY COMPANY By: /s/ James L. Payne ------------------------------------- James L. Payne Chairman, President and Chief Executive Officer 7 POWER OF ATTORNEY Each of the undersigned hereby appoints James L. Payne as attorney and agent for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 29, 2002.
Signature Title - -------- ----- /s/ James L. Payne Chairman, President and Chief - ---------------------------------------- Executive Officer (principal James L. Payne executive officer) /s/ Janet F. Clark Chief Financial Officer (principal - ---------------------------------------- accounting and financial officer) Janet F. Clark /s/ Robert L. Gerry III Director - ---------------------------------------- Robert L. Gerry III /s/ Gary R. Petersen - ---------------------------------------- Director Gary R. Petersen /s/ James T. Jongebloed Director - ---------------------------------------- James T. Jongebloed /s/ Isaac Arnold, Jr. Director - ---------------------------------------- Isaac Arnold, Jr. /s/ David Ross Director - ---------------------------------------- David Ross /s/ Robert W. Shower Director - ---------------------------------------- Robert W. Shower /s/ Charles M. Elson Director - ---------------------------------------- Charles M. Elson /s/ David H. Batchelder Director - ---------------------------------------- David H. Batchelder
8 EXHIBIT INDEX
INCORPORATED BY EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH -------------- ------------ ------------------------- -------------- 4.1 Specimen Common Stock Incorporated by reference Certificate from exhibit 4.1 of the Company's Registration Statement on Form S-4, Reg. No. 33-33873 4.2 Certificate of Incorporated by reference Incorporation of the from Exhibit 3.1 to Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 4.3 Certificate of Amendment Incorporated by reference to the Certificate of from Exhibit 3.2 to Incorporation of the Quarterly Report on Form Company 10-Q for the quarterly period ended June 30, 1999 4.4 Bylaws of the Company Incorporated by reference from Exhibit 3.3 to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 4.5 Amendment to section 3.1 Incorporated by reference of the Bylaws of Nuevo from Exhibit 3.4 to Energy Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 5.1 Opinion of Haynes and Boone, LLP X 15.1 Letter re unaudited interim financial information* 23.1 Consent of ARTHUR ANDERSEN LLP X 23.2 Consent of Included as part of Haynes and Boone, LLP Exhibit 5.1 24 Power of attorney Signature Page to this Registration Statement
INCORPORATED BY EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH -------------- ------------ ------------------------- -------------- 99.1 Janet F. Clark Stock Incorporated by reference Option Plan from Exhibit 10.35 to Annual Report on Form 10-K for the year ended December 31, 2001 99.2 George B. Nilsen Stock Incorporated by reference Option Plan from Exhibit 10.36 to Annual Report on Form 10-K for the year ended December 31, 2001
*Not applicable EX-5.1 3 h95759ex5-1.txt OPINION OF HAYNES AND BOONE, LLP EXHIBIT 5.1 HAYNES AND BOONE, LLP 1000 Louisiana Street, Suite 4300 Houston, Texas 77002 (713) 547-2000 April 2, 2002 Nuevo Energy Company 1021 Main, Suite 2100 Houston, Texas 77002 Gentlemen: We have acted as counsel to Nuevo Energy Company, a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") which relates to 225,000 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock") subject to issuance on the exercise of options granted, or to be granted, under the Janet Clark Stock Option Plan and the George Nilsen Stock Option Plan (the "Plans"). In connection therewith, we have examined (i) the Certificate of Incorporation and the Bylaws of the Company, each as amended; (ii) the Plans; and (iii) such other documents, corporate records, certificates and other instruments as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Furthermore, we have assumed that prices paid for shares of Common Stock will equal or exceed the par value per share of the Common Stock. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Certificate of Incorporation (as amended), Bylaws (as amended), Plans, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the 225,000 shares of Common Stock covered by the Registration Statement, which may be issued from time to time pursuant to the purchase of shares of Common Stock in accordance with the terms of the Plans, have been duly authorized for issuance by the Company, and, when so issued in accordance with the respective terms and conditions of the Plans, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ HAYNES AND BOONE, LLP Haynes and Boone, LLP EX-23.1 4 h95759ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 8, 2002, included in Nuevo Energy Company's Form 10-K for the year ended December 31, 2001 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Houston, Texas March 29, 2002 -----END PRIVACY-ENHANCED MESSAGE-----