AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 2002
REGISTRATION NO. 333-97403
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 41-0747868
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APACHE CORPORATION
EXECUTIVE RESTRICTED STOCK PLAN
(FORMERLY KNOWN AS THE "PILOT EXECUTIVE RESTRICTED STOCK PLAN")
(FULL TITLE OF THE PLAN)
ERIC L. HARRY, VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
This post effective amendment no. 1 to a registration statement on Form S-8 is
being filed by the registrant, Apache Corporation ("Apache"), for the sole
purpose of filing the form of the Executive Restricted Stock Plan, as amended.
The additional shares reserved for issuance under the plan will be registered on
a separate registration statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File
No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended May 2, 2002
(incorporated by reference to Exhibit 3.1 to Apache's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, Commission File No. 1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form
10-K for the year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent (incorporated by
reference to Exhibit (a) to Apache's Registration Statement on
Form 8-A, dated January 24, 1996, Commission File No. 1-4300)
*4.5 Apache Corporation Executive Restricted Stock Plan, as amended
December 18, 2002, effective as of May 2, 2002.
**5.1 Opinion of legal counsel regarding legality of securities
being registered
**23.1 Consent of Ryder Scott Company Petroleum Engineers
**23.2 Consent of legal counsel included in Exhibit 5.1
**24.1 Power of Attorney included as part of the signature pages of
this Registration Statement
-------------------
*Filed herewith
** Previously filed
II-1
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:
(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;
(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
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 the Registrant 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's 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 benefit 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 relating to the securities offered
herein 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.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-2
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-3
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 Post Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston, State of Texas.
APACHE CORPORATION
Date: December 30, 2002 By: /s/ G. Steven Farris*
-----------------------------------
G. Steven Farris,
President, Chief Executive Officer
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons, in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. Steven Farris* Director;
------------------------------ President, Chief Executive Officer
G. Steven Farris and Chief Operating Officer
(Principal Executive Officer)
/s/ Roger B. Plank Executive Vice President and
------------------------------ Chief Financial Officer
Roger B. Plank (Principal Financial Officer) December 30, 2002
/s/ Thomas L. Mitchell* Vice President and
------------------------------ Controller
Thomas L. Mitchell (Principal Accounting Officer)
SIGNATURE TITLE
--------- -----
/s/ Raymond Plank* Director and
------------------------------ Chairman of the Board
Raymond Plank
/s/ Frederick M. Bohen* Director
------------------------------
Frederick M. Bohen
/s/ Randolph M. Ferlic* Director
------------------------------
Randolph M. Ferlic
/s/ Eugene C. Fiedorek* Director
------------------------------
Eugene C. Fiedorek
/s/ A. D. Frazier, Jr.* Director
------------------------------
A. D. Frazier, Jr.
Director
------------------------------
Patricia Albjerg Graham
/s/ John A. Kocur* Director
------------------------------
John A. Kocur
/s/ George D. Lawrence Jr.* Director
------------------------------
George D. Lawrence Jr.
/s/ F. H. Merelli* Director
------------------------------
F. H. Merelli
/s/ Rodman D. Patton* Director
------------------------------
Rodman D. Patton
/s/ Charles J. Pitman* Director
------------------------------
Charles J. Pitman
*By: /s/ Roger B. Plank
------------------------------
Roger B. Plank
Attorney in Fact
Dated: December 30, 2002
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File
No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended May 2, 2002
(incorporated by reference to Exhibit 3.1 to Apache's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, Commission File No. 1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form
10-K for the year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent (incorporated by
reference to Exhibit (a) to Apache's Registration Statement on
Form 8-A, dated January 24, 1996, Commission File No. 1-4300)
*4.5 Apache Corporation Executive Restricted Stock Plan, as amended
December 18, 2002, effective as of May 2, 2002.
**5.1 Opinion of legal counsel regarding legality of securities
being registered
**23.1 Consent of Ryder Scott Company Petroleum Engineers
**23.2 Consent of legal counsel included in Exhibit 5.1
**24.1 Power of Attorney included as part of the signature pages of
this Registration Statement
-------------------
*Filed herewith
** Previously filed