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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2001.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
2001 STOCK INCENTIVE 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
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, par value
$0.01 per share (1) (2) (3) 200,000 $13.35 $2,670,000 $667.50
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(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 Stock Incentive Plan described herein.
(3) Computed pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933,
based on the average of the high and low sale prices, as reported on the
New York Stock Exchange on September 26, 2001 ($13.35).
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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, officers and directors participating in the
Nuevo Energy Company 2001 Stock Incentive Plan (the "Plan") 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,
2000.
o Quarterly Reports on Form 10-Q for the periods ended March 31, 2001
and June 30, 2001.
o Current Reports on Form 8-K filed on September 24, 2001, August 9,
2001, July 25, 2001, June 29, 2001, June 15, 2001, May 10, 2001, April
23, 2001 and April 4, 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 Plan 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.
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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.
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ITEM 8. EXHIBITS.
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
4.1 Specimen Common Stock Exhibit 4.1 of the
Certificate Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
4.2 Articles of Incorporation Exhibit 3.1 of the
of the Company Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
4.3 Bylaws of the Company Exhibit 3.2 of the
Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
5.1 Opinion of Haynes and X
Boone, LLP
15.1 Letter re unaudited
interim financial
information*
23.1 Consent of KPMG LLP X
23.2 Consent of Haynes and Included as part of
Boone, LLP Exhibit 5.1
24 Power of attorney Signature Page to this
Registration Statement
99.1 2001 Stock Incentive Plan X
* 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
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 September 27, 2001.
NUEVO ENERGY COMPANY
By: /s/ Phillip A. Gobe
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Phillip A. Gobe
President and Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned hereby appoints Phillip A. Gobe and Robert M.
King, and each of them (with full power to act alone), as attorney and agents
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, this Registration
Statement has been signed by the following persons in the capacities indicated
on September 27, 2001.
Signature Title
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/s/ Phillip A. Gobe President and Chief Executive Officer
------------------------------------ (principal executive officer)
Phillip A. Gobe
/s/ Robert M. King Senior Vice President and Chief
------------------------------------ Financial Officer (principal
Robert M. King accounting and financial officer)
/s/ Robert L. Gerry III Director
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Robert L. Gerry III
/s/ Gary R. Petersen Director
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Gary R. Petersen
/s/ Thomas D. Barrow Director
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Thomas D. Barrow
Director
/s/ Isaac Arnold, Jr.
Isaac Arnold, Jr.
/s/ David Ross Director
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David Ross
/s/ Robert W. Shower Director
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Robert W. Shower
/s/ Charles M. Elson Director
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Charles M. Elson
/s/ David H. Batchelder Director
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David H. Batchelder
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EXHIBIT INDEX
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
4.1 Specimen Common Stock Exhibit 4.1 of the
Certificate Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
4.2 Articles of Incorporation Exhibit 3.1 of the
of the Company Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
4.3 Bylaws of the Company Exhibit 3.2 of the
Company's Registration
Statement on Form S-4,
Reg. No. 33-33873
5.1 Opinion of Haynes and X
Boone, LLP
15.1 Letter re unaudited
interim financial
information*
23.1 Consent of KPMG LLP X
23.2 Consent of Haynes and Included as part of
Boone, LLP Exhibit 5.1
24 Power of attorney Signature Page to this
Registration Statement
99.1 2001 Stock Incentive Plan X
*Not applicable