As filed with the Securities and Exchange Commission on April 20, 2000
Securities Act Registration No. 333-_________
Exchange Act Registration No. 0-20872
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 41-0518430
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Address of Principal Executive Offices, including Zip Code)
St. Mary Land & Exploration Company
Stock Option Plan
and
St. Mary Land & Exploration Company
Incentive Stock Option Plan
(Full title of the plans)
Mark A. Hellerstein
President and Chief Executive Officer
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)
(303) 861-8140
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price(1) registration fee
---------------- ---------- --------- -------- ----------------
Common stock 950,000 shares $33.25(1) $31,587,500 $8,339(2)
$.01 par value
(1) Solely for the purpose of computing the registration fee in accordance with
Rule 457(h), the price shown is based upon the price of $33.25 per share, the
average of the high and low selling prices for the registrant's common stock as
reported on the Nasdaq National Market System on April 18, 2000.
(2) Calculated under Section 6(b) of the Securities Act as .000264 of
$31,587,500.
This registration statement relates to the previously filed
registration statement discussed below and is being filed under General
Instruction E. of Form S-8 in order to register additional shares of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective.
On June 25, 1997, the registrant filed a registration statement on Form
S-8 (File No. 333-30055) to register 754,614 shares of common stock, which
included shares of common stock which were issuable under the St. Mary Land &
Exploration Company Stock Option Plan and St. Mary Land & Exploration Company
Incentive Stock Option Plan. The contents of that registration statement are
incorporated by reference into this registration statement. The registrant is
now filing this separate registration statement to register an additional
950,000 shares of common stock which may be issued under the St. Mary Land &
Exploration Company Stock Option Plan and St. Mary Incentive Stock Option Plan.
Item 8. Exhibits.
The following exhibits are furnished as part of this registration
statement:
Exhibit
No. Description
- --------- -----------
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5.1)*
23.3 Consent of Ryder Scott Company, L.P.*
24.1 Power of Attorney (included on signature page hereof)*
99.1 St. Mary Land & Exploration Company Stock Option Plan, as amended on
March 25, 1999 and January 27, 2000*
99.2 St. Mary Land & Exploration Company Incentive Stock Option Plan, as
amended on March 25, 1999 and January 27, 2000*
- ----------------------------
* Filed herewith.
SIGNATURES
The Registrant. 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 Denver, State of Colorado, on April 20, 2000.
ST. MARY LAND & EXPLORATION COMPANY
By: /s/ MARK A. HELLERSTEIN
-----------------------------
Mark A. Hellerstein,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes,
constitutes and appoints Mark A. Hellerstein his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his own name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments and other amendments
thereto) to this registration statement on Form S-8 and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing as
he could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ THOMAS E. CONGDON Chairman of the Board and Director April 18, 2000
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Thomas E. Congdon
/s/ MARK A. HELLERSTEIN President, Chief Executive Officer April 20, 2000
- ----------------------- and Director
Mark A. Hellerstein
/s/ RONALD D. BOONE Executive Vice President, Chief April 18, 2000
- ------------------- Operating Officer and Director
Ronald D. Boone
Signature Title Date
--------- ----- ----
/s/ RICHARD C. NORRIS Vice President - Finance, Secretary April 19, 2000
- --------------------- and Treasurer
Richard C. Norris
/s/ GARRY A. WILLKENING Vice President - Administration April 19, 2000
- ----------------------- and Controller
Garry A. Wilkening
Director
- -------------------
Larry W. Bickle
/s/ DAVID S. DUDLEY Director April 19, 2000
- -------------------
David C. Dudley
/s/ ROBERT L. NANCE Director April 19, 2000
- -------------------
Robert L. Nance
/s/ R. JAMES NICHOLSON Director April 18, 2000
- ----------------------
R. James Nicholson
Director
- ----------------------
Arend J. Sandbulte
Director
- -----------------
John M. Seidl
Director
- -------------
Jack Hunt
Director
- -----------------------
William J. Gardiner