S-8 POS 1 s8amend2.txt FORM S-8 POST EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on June 21, 2001 Registration No. 33-67332 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST- EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 72-1235413 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 625 E. Kaliste Saloom Road Lafayette, Louisisana 70508 (337) 237-0410 (Address of Principal Executive Offices) STONE ENERGY CORPORATION 2001 AMENDED AND RESTATED STOCK OPTION PLAN (FORMERLY THE STONE ENERGY CORPORATION 1993 STOCK OPTION PLAN AND THE STONE ENERGY CORPORATION 1993 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN) (Full Title of the Plan) Andrew L. Gates, III Vice President, Secretary and General Counsel 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508 (Name and Address of Agent for Service) (337) 237-0410 (Telephone Number, Including Area Code, of Agent for Service) Copy to: Alan P. Baden Vinson & Elkins L.L.P. 666 Fifth Avenue 26th Floor New York, New York 10103 (917) 206-8000 (917) 206-8100 (fax) -------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 2 to the Registration Statement (No. 33-67332) is being filed solely for the purpose of amending the exhibits. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 as indicated in parentheses: EXHIBIT NO. EXHIBIT ------- ------- *4.1 - Stone Energy Corporation 1993 Nonemployee Directors' Stock Option Plan *4.2 - Form of Nonemployee Directors' Stock Option Agreement *4.3 - Stone Energy Corporation 1993 Stock Option Plan, as Amended and Restated *4.4 - Form of Incentive Stock Option Agreement *4.5 - Form of Nonstatutory Stock Option Agreement 4.6 - Stone Energy Corporation 2000 Amended and Restated Stock Option Plan 4.7 - Stone Energy Corporation 2001 Amended and Restated Stock Option Plan 4.8 - Form of Nonstatutory Stock Option Agreement, as revised for the Stone Energy Corporation 2001 Amended and Restated Stock Option Plan 4.9 - Form of Nonemployee Directors' Stock Option Agreement, as revised for the Stone Energy Corporation 2001 Amended and Restated Stock Option Plan *5.1 - Opinion of Vinson & Elkins, L.L.P. *23.1 - Consent of Arthur Andersen L.L.P. *23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) *24.1 - Powers of Attorney (included on the original signature pages) ------------- *Previously filed. 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 Lafayette, State of Louisiana, on June 21, 2001. STONE ENERGY CORPORATION By:/s/ James H. Prince ---------------------------------------------- James H. Prince Vice President, Chief Financial Officer and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints D. Peter Canty and James H. Prince and each of them, any one of whom may act without the joinder of the others, as his true and lawful attorney-in-fact to sign on his behalf and in the capacity stated below and to file any and all amendments and post-effective amendments to this registration statement, with all exhibits thereto, with the Securities and Exchange Commission, which amendment or amendments may make such changes and additions in this registration statement as such attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board June 21, 2001 ----------------------------- James H. Stone * Vice Chairman of the Board June 21, 2001 ----------------------------- Joe R. Klutts * President, Chief Executive June 21, 2001 ----------------------------- Officer and Director D. Peter Canty (Principal Executive Officer) /s/ James H. Prince Vice President, Chief Financial June 21, 2001 ----------------------------- Officer and Treasurer James H. Prince (Principal Financial Officer) * Vice President-Accounting, June 21, 2001 ----------------------------- Chief Accounting Officer J. Kent Pierret and Controller (Principal Accounting Officer) * Director June 21, 2001 ------------------------------ David R. Voelker * Director June 21, 2001 ------------------------------ John P. Laborde * Director June 21, 2001 ------------------------------ Robert A. Bernhard * Director June 21, 2001 ------------------------------ Raymond B. Gary * Director June 21, 2001 ------------------------------ B. J. Duplantis Director ------------------------------ Peter K. Barker Director ------------------------------ Richard A. Pattarozzi *By: /s/ James H. Prince ------------------- James H. Prince As Attorney-in-Fact