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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
1999 STOCK INCENTIVE PLAN
(FULL TITLE OF PLAN)
BRUCE K. MURCHISON
1021 MAIN STREET, 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
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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) 100,000 $13.35 $1,335,000 $333.75
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(1) Including preferred stock purchase rights issued under the Company's
Shareholders Rights Plan, dated March 5, 1997.
(2) In addition pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), 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, 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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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of registering in
accordance with Instruction E of Form S-8 an additional 100,000 shares of common
stock, par value $0.01 ("Common Stock"), to be issued pursuant to the 1999 Stock
Incentive Plan (the "Plan") of Nuevo Energy Company (the "Company"). The
contents of the Company's Registration Statement on Form S-8 (Registration No.
333-87899) filed with the Securities and Exchange Commission on September 28,
1999, (the "1999 Form S-8") are incorporated herein by reference.
NUEVO ENERGY COMPANY AMENDMENTS TO 1999 STOCK INCENTIVE PLAN
By means of the 1999 Form S-8, the Company registered 1,000,000 shares
of Common Stock issuable under the Plan. On August 23, 2001, the board of
directors of the Company amended the Plan to increase the number of shares of
Common Stock issuable under the Plan by 100,000. This Registration Statement
registers the additional 100,000 shares of Common Stock issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
INCORPORATED BY
EXHIBIT NUMBER DESCRIPTION REFERENCE FROM FILED HEREWITH
5.1 Opinion of Haynes and X
Boone, LLP
24.1 Power of attorney Included in the signature
page
23.1 Consent of KPMG LLP X
23.2 Consent of Haynes and Included as part of
Boone, LLP Exhibit 5.1
99.1 Amendment to the 1999 X
Stock Incentive Plan
99.2 1999 Stock Incentive Plan Exhibit 99.1 of the
Company's Registration
Statement on Form S-8,
Reg. No. 33-87899
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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
Interim 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 accounting and financial officer)
Robert M. King
/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
/s/ Isaac Arnold, Jr. Director
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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
5.1 Opinion of Haynes and X
Boone, LLP
24.1 Power of attorney Included in the signature
page
23.1 Consent of KPMG LLP X
23.2 Consent of Haynes and Included as part of
Boone, LLP Exhibit 5.1
99.1 Amendment to the 1999 X
Stock Incentive Plan
99.2 1999 Stock Incentive Plan Exhibit 99.1 of the
Company's Registration
Statement on Form S-8,
Reg. No. 33-87899