-----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, AhVtyCKqnvaT10bzfR8K9PJilzWNeeqYPQ+rlQ/lbr/3An7oTrDh7RSi0iuckJ9z mcrF7FCxp8MQrjQxV77cjg== 0000910484-98-000035.txt : 19980313 0000910484-98-000035.hdr.sgml : 19980313 ACCESSION NUMBER: 0000910484-98-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980312 EFFECTIVENESS DATE: 19980312 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE ENERGY RESOURCES INC CENTRAL INDEX KEY: 0000086772 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 362722169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47847 FILM NUMBER: 98564412 BUSINESS ADDRESS: STREET 1: 1616 S.VOSS RD. STREET 2: STE. 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 713-507-5000 MAIL ADDRESS: STREET 1: 1616 S VOSS ROAD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE NATURAL RESOURCES INC DATE OF NAME CHANGE: 19900111 S-8 1 SANTA FE ENERGY RESOURCES, INC. FORM S-8 As filed with the Securities and Exchange Commission on March 12, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SANTA FE ENERGY RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 36-2722169 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1616 South Voss Road Houston, Texas 77057 (Address, including zip code, of Principal Executive Offices) SANTA FE ENERGY RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) David L. Hicks Vice President - Law and General Counsel Santa Fe Energy Resources, Inc. 1616 South Voss Road Houston, Texas 77057 (713) 507-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------------------------- copy to: G. Michael O'Leary Andrews & Kurth L.L.P. 4200 Texas Commerce Tower 600 Travis Houston, Texas 77002 (713) 220-4200 -------------------------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================================== Proposed Proposed Maximum Maximum Amount Offering Price Aggregate Amount of Title of Securities to be Registered to be registered (1)(2) Per Share (3) Offering Price (3) Registration Fee (3) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, Par Value $.01 Per Share 100,000 $ 10.78 $ 1,078,125 $ 318.05 =========================================== ================== ===================================================================
(1) Subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Includes preferred share purchase rights associated with the Common Stock. No separate fee is payable in respect of the registration of such preferred share purchase rights. 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 stock purchase plan described herein. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the average of the high and low prices of a share of the Company's Common Stock for March 6, 1998 on the New York Stock Exchange as reported in The Wall Street Journal on March 9, 1998. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Santa Fe Energy Resources, Inc. (the "Company") hereby incorporates by reference the following documents listed below. 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 (the "Exchange Act") (prior to the filing of a post-effective amendment which indicates that all the securities offered have been sold or which deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1997; (2) The description of the Company's common stock contained in the Company's Registration Statement on Form 8-A (No. 1-7667) filed with the Commission on February 21, 1990 pursuant to Section 12 of the Exchange Act. ITEM 4. DESCRIPTION OF SECURITIES. The information required by Item 4 is not applicable to this Registration Statement since the class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The information required by Item 5 is not applicable to this Registration Statement. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation 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, suit or proceeding, whether civil, criminal, administrative or investigative (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, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation 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 such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he 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 shall have been made to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification II-1 provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article NINTH of the Company's Certification of Incorporation states that: "No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article NINTH shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article NINTH shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any facts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended." In addition, Article VI of the Company's Bylaws further provides that the Company shall indemnify its officers, directors and employees to the fullest extent permitted by law. Pursuant to such provision, the Company has entered into agreements with various officers, directors and employees which provide for indemnification of such persons. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The information required by Item 7 is not applicable to this Registration Statement since the class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 23.1 Consent of Independent Accountants. 23.2 Consent of Ryder Scott Company Petroleum Engineers. 24.1 Power of Attorney (included in signature page). 99.1 Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: II-2 (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 this 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 this Registration Statement; Provided, however, that 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 Company 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) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 12th day of December, 1997. Santa Fe Energy Resources, Inc. (Registrant) By: /s/ James L. Payne ------------------------------ James L. Payne President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Santa Fe Energy Resources, Inc. (the "Company") hereby constitutes and appoints James L. Payne and David L. Hicks (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ James L. Payne Chairman, President, Chief Executive December 12, 1997 - ---------------------------------------- Officer and Director (Principal Executive James L. Payne Officer) /s/ J.F. Clark Vice President and Chief Financial December 12 , 1997 - ---------------------------------------- J. F. Clark Officer (Principal Financial and Accounting Officer) /s/ William E. Greehey Director December 12, 1997 - ---------------------------------------- William E. Greehey /s/ Melvyn N. Klein Director December 12, 1997 - ---------------------------------------- Melvyn N. Klein /s/ Alan V. Martini Director December 12, 1997 - ---------------------------------------- Allan V. Martini /s/ Reuben F. Richards Director December 12, 1997 - ---------------------------------------- Reuben F. Richards /s/Kathryn D. Wriston Director December 12, 1997 - ---------------------------------------- Kathryn D. Wriston
II-4 The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 11th day of March, 1998. SANTA FE ENERGY RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN By: /s/ Charles G Hain, Jr. -------------------------------- Charles G. Hain, Jr. Vice President-- Human and Data Resources II-5 EXHIBIT INDEX Exhibit Number 23.1 Consent of Independent Accountants. 23.2 Consent of Ryder Scott Company Petroleum Engineers. 24.1 Power of Attorney (included in signature page). 99.1 Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan. EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1998 appearing on page 32 of Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. PRICE WATERHOUSE LLP Houston, Texas March 11, 1998 EX-23.2 3 CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS Exhibit 23.2 CONSENT OF EXPERTS As petroleum engineers, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report included in the Santa Fe Energy Resource, Inc. Annual Report on Form 10-K for the year ended December 31, 1997. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 9, 1998 EX-99.1 4 EMPLOYEE STOCK PURCHASE PLAN Exhibit 99.1 SANTA FE ENERGY RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN Santa Fe Energy Resources, Inc. hereby establishes the Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan (the "Plan"), the terms of which are as set forth below. 1. Definitions. As used in the Plan the following terms shall have the meanings set forth below. (a) "Account" means a brokerage account established on behalf of a Participant pursuant to the terms of the Plan. (b) "Board" means the Board of Directors of the Company. (c) "Chief Executive Officer" means the Chief Executive Officer of the Company. (d) "Committee" means the Employee Benefits Committee of the Company. (e) "Common Stock" means the common stock, $0.01 par value, of Santa Fe Energy Resources, Inc. (f) "Company" means Santa Fe Energy Resources, Inc., a Delaware corporation, or any successor. (g) "Effective Date" means January 1, 1998. (h) "Eligible Compensation" means, with respect to an Eligible Employee who is a Participant, the total base compensation paid to the Participant by the Participating Companies, including any elective salary deferral contributions made therefrom pursuant to Code Sections 125, 129 or 401(k). (i) "Eligible Employee" means a full-time salaried employee of a Participating Company, including any officer of the Company. (j) "Enrollment Date" means the date an Eligible Employee's election to participate (enrollment agreement) becomes effective. (k) "Participant" means an Eligible Employee or an outside director of the Company who has elected to participate in the Plan by filing an enrollment agreement with the Company. -1- (l) "Participating Companies" means the Company and any Subsidiary, which the President, in its sole discretion, may from time to time designate as a Participating Company. (m) "Recordkeeper" means the brokerage firm or other person engaged by the Company to maintain the Accounts and purchase shares of Common Stock on the open market pursuant to the Plan. (n) "Subsidiary" means any corporation, domestic or foreign, of which the Company owns, directly or indirectly, not less than 50% of the total combined voting power of all classes of stock or other equity interests and that otherwise qualifies as a "subsidiary corporation" within the meaning of Section 424(f) of the Code or any successor thereto. 2. Purpose of the Plan. The purpose of the Plan is to provide an incentive for present and future employees and outside directors of the Participating Companies to acquire a proprietary interest (or increase an existing proprietary interest) in the Company through the purchase of shares of Common Stock on the open market. No shares of Common Stock shall be issued or sold by the Company pursuant to the Plan. 3. Administration of the Plan. (a) The Plan shall be administered by the Committee. The Committee shall have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to correct any defect or rectify any omission in the Plan or to reconcile any inconsistency in the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, all of which actions and determinations shall be final, conclusive and binding on all persons. The act or determination of a majority of the members of the Committee shall be deemed to be the act or determination of the Committee. (b) The Committee may request advice or assistance or employ such other persons as it in its discretion deems necessary or appropriate for the proper administration of the Plan, including, but not limited to employing a brokerage firm, bank or other financial institution to assist in the purchase of shares, delivery of reports or other administrative aspects of the Plan. (c) All expenses of administering the Plan relating to purchases of Common Stock by a Participant as well as maintaining Accounts for Participants shall be paid by the Participating Companies. Any fees relating to sales of Common Stock as well as the issuance of certificates to a Participant shall be paid by the Participant. -2- 4. Eligibility to Participate in the Plan. Each Eligible Employee who is employed by a Participating Company and any outside director shall be eligible to participate in the Plan, subject to the provisions below. 5. Election to Participate in the Plan. (a) Each Eligible Employee may elect to participate in the Plan by completing an enrollment agreement in the form provided by the Company and filing such enrollment agreement with the Company. (b) Payroll deductions for a Participant shall commence on the first payroll date following the Participant's Enrollment Date and shall continue until (i) changed or terminated by the Participant as provided below, (ii) the termination of the Plan, or (iii) the Participant ceases to be an Eligible Employee, whichever occurs first. 6. Payroll Deductions. (a) Participant contributions for Eligible Employees pursuant to the Plan may be made by payroll deductions. At the time a Participant files the enrollment agreement, the Participant shall authorize payroll deductions to be made on each payroll date that is subsequent to the Participant's Enrollment Date in a specified amount of the Participant's Eligible Compensation. (b) All payroll deductions made for a Participant by a Participating Company shall be deposited periodically with the Recordkeeper for the Participant. No interest shall accrue or be credited with respect to the payroll deductions of a Participant. A Participant may make any additional payments into such Account pursuant to the terms and conditions established by the Recordkeeper. (c) Contributions by outside directors shall be made pursuant to the terms and conditions established by the Recordkeeper. 7. Purchase of Shares. Following the end of each calendar month the Recordkeeper shall purchase in the open market the maximum number of shares of Common Stock that may be purchased with the accumulated payroll deductions forwarded to the Recordkeeper. Each Participant's Account shall be allocated pro rata share of the total number of shares purchased. A Participant shall have all of the rights and privileges of a stockholder of the Company with respect to the whole (but not fractional) shares of Common Stock allocated to the Participant's Account. -3- 8. Changes. A Participant may change the amount of his payroll deductions to the Participant's Account at any future time by giving prior written notice to his Participating Company. If completely stopped, payroll deductions will not resume on behalf of a Participant unless a new enrollment agreement is delivered to the Company directing the Participating Company to resume payroll deductions. In the event a Participant ceases to be an Eligible Employee for any reason, his payroll deductions will automatically stop and the Company will no longer be responsible for any fees charged by the Recordkeeper for the individual's account. 9. Reports. Individual Accounts will be maintained for each Participant in the Plan. Statements of Accounts will be given to Participants periodically which will set forth the balance in the Accounts. 10. Amendment and Termination of the Plan. The Chief Executive Officer or the Board, in their discretion, may at any time or from time to time, amend the Plan in any respect and may terminate the Plan. 11. Notices. All notices or other communications by a Participant to the Participating Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Participating Company by the person designated by the Participating Company for the receipt thereof. -4- -----END PRIVACY-ENHANCED MESSAGE-----