AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2002.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
REGISTERED SHARE OFFERING PRICE FEE
------------------------------------ ------------- ----------------- ----------------- ------------
Common Stock, par value $0.01 per 250,000 $13.945 $3,486,250 $320.74
share (1) (2) (3)
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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 employee benefit plans 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 October 31, 2002 ($13.945).
1
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 250,000
shares of our common stock, to be issued pursuant to our 2001 Stock Incentive
Plan. The contents of our registration statement on Form S-8 (Registration No.
333-70780) filed with the Securities and Exchange Commission on October 2, 2001,
are incorporated herein by reference.
NUEVO ENERGY COMPANY AMENDMENTS TO 2001 STOCK INCENTIVE PLAN
By means of the 2001 Form S-8, we registered 200,000 shares of common
stock issuable under the 2001 plan. On October 29, 2002, our board of directors
amended the 2001 plan to increase the number of shares of common stock issuable
under the 2001 plan by 250,000 shares. This registration statement registers the
additional 250,000 shares of common stock issuable under the 2001 plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
After reasonable efforts, Nuevo Energy Company (the "Company") has not
been able to obtain the written consent of Arthur Andersen LLP to the
incorporation by reference of its report into this Registration Statement. The
Company has dispensed with the requirement to file the written consent of Arthur
Andersen LLP in reliance on Rule 437a promulgated under the Securities Act.
Since the Company has not been able to obtain the written consent of Arthur
Andersen LLP, investors will not be able to recover against Arthur Andersen LLP
under Section 11 of the Securities Act for any untrue statements of material
fact contained in the financial statements audited by Arthur Andersen LLP
incorporated by reference herein or any omissions to state a material fact
required to be stated herein.
ITEM 8. EXHIBITS
Exhibit
Number Description
------ -----------
5.1 Opinion of Haynes and Boone, LLP
24.1 Power of Attorney (included in the signature page)
23.1 Consent of Arthur Andersen LLP (omitted pursuant to
Rule 437(a) under the Securities Act)
23.2 Consent of Haynes and Boone, LLP (included as part
of Exhibit 5.1)
99.1 Amendment to the 2001 Stock Incentive Plan
99.2 2001 Stock Incentive Plan (incorporated by reference
from Exhibit 99.1 of the Company's Registration
Statement on Form S-8, Reg. No. 33-70780)
2
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 Houston, State of Texas, on November 1, 2002.
NUEVO ENERGY COMPANY
By: /s/ James L. Payne
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James L. Payne
Chairman, President and Chief Executive Officer
3
POWER OF ATTORNEY
Each of the undersigned hereby appoints James L. Payne as attorney and
agent 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 31, 2002.
Signature Title
--------- -----
/s/ James L. Payne Chairman, President and Chief Executive Officer
-------------------------------------------------------- (principal executive officer)
James L. Payne
/s/ Janet F. Clark Chief Financial Officer (principal accounting and
-------------------------------------------------------- financial officer)
Janet F. Clark
/s/ Robert L. Gerry III Director
--------------------------------------------------------
Robert L. Gerry III
/s/ Gary R. Petersen Director
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Gary R. Petersen
/s/ James T. Jongebloed Director
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James T. Jongebloed
/s/ Isaac Arnold, Jr. Director
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Isaac Arnold, Jr.
/s/ Charles M. Elson Director
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Charles M. Elson
/s/ Sheryl K. Pressler Director
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Sheryl K. Pressler
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EXHIBIT INDEX
ITEM 8. EXHIBITS
Exhibit
Number Description
------ -----------
5.1 Opinion of Haynes and Boone, LLP
24.1 Power of Attorney (included in the signature page)
23.1 Consent of Arthur Andersen LLP (omitted pursuant to Rule 437(a) under the
Securities Act)
23.2 Consent of Haynes and Boone, LLP (included as part of Exhibit 5.1)
99.1 Amendment to the 2001 Stock Incentive Plan
99.2 2001 Stock Incentive Plan (incorporated by reference from Exhibit 99.1 of the
Company's Registration Statement on Form S-8, Reg. No. 33-70780)
5