As filed with the Securities and Exchange Commission on July 1, 1998
Securities Act Registration No. 333-_________
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 1311 41-0518430
(State or Other Juris- (Standard Industrial IRS Employer Iden-
diction of Incorporation) Code Number) tification Number)
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
fax: (303) 861-0934
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
St. Mary Land & Exploration Company
Employee Stock Purchase Plan
(Full Title of the Plans)
Mark A. Hellerstein, President and Chief Executive Officer
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
fax: (303) 861-0934
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Roger V. Davidson, Esq.
Andrew L. Pidcock, Esq.
Cohen Brame & Smith Professional Corporation
1700 Lincoln Street, Suite 1800
Denver, Colorado 80203
(303) 837-8800
fax: (303) 894-0475
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Each Class Proposed Maximum Proposed Maximum Aggregate Amount of
of Securities to Amount to be Offering Price Offering Registration
be Registere Registered Per Share Price (1) Fee
- ------------------- ---------------- ---------------- ----------- -------------
$.01 par value 500,000 $24.75(2) $12,375,000 $4,195
common stock shares (1) (1)
________________________________________________________________________________
(1) The number of shares of common stock set forth is the maximum allowed in
aggregate of shares available for issuance under the Employee Stock
Purchase Plan. This Registration Statement also covers an indeterminate
number of additional shares as may be issuable under the Plan by reason of
adjustments in the number of shares covered thereby as described in the
Plan and Prospectus.
(2) For the purpose of computing the registration fee only, the price shown is
based upon the price of $24.75 per share, the closing bid for the
Registrant's common stock on the Nasdaq National Market System on June 26,
1998 in accordance with Rule 457(c).
Approximate date of offering hereunder: as soon as practicable after the
effective date of this Registration Statement. Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, as amended, the
Prospectus which is a part of this Registration Statement shall cover such
additional securities as may be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
The Exhibit Index appears on page 7 of the sequentially numbered pages of this
Registration Statement. This Registration Statement, including exhibits,
contains 19 pages.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company's definitive Proxy Statement dated April 16, 1998, and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997
and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, which have been filed by the Company with the Commission, are
incorporated herein by reference. All other reports or documents filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the above-mentioned definitive Proxy Statement and
Annual Report on Form 10-K are also incorporated herein by reference. All other
documents subsequently filed by the Company 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of filing of such documents.
The class of securities to be offered pursuant to this Registration
Statement is the Company's common stock, par value $.01 per share, which is
registered under Section 12. The description of the Company's common stock is
contained in the Company's Registration Statement filed pursuant to Section 12
of the Securities Exchange Act of 1934 and is incorporated herein by reference,
including any subsequent amendments or reports filed for the purpose of updating
such description.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 and
described under Item 3.
Item 5. Interests of Named Experts and Counsel
Named experts and counsel do not have a substantial interest, direct or
indirect, in the Company or any of its parents or subsidiaries and were not
connected with the Company or any of its parents or subsidiaries as a promoter,
managing underwriter (or any principal underwriter), voting trustee, director,
officer or employee.
Item 6. Indemnification of Directors and Officers
Directors, officers or employees of the Company or persons serving at its
request as directors, officers or employees of another corporation or enterprise
are entitled to indemnification as provided in the Certificate of Incorporation
of the Company, which provides for indemnification to the fullest extent
permitted under the Delaware General Corporation Law. These provisions are broad
enough to permit indemnification of such persons from liabilities arising under
the Securities Act of 1933.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index appearing on Page 7.
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Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) 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.
(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.
The undersigned Registrant hereby undertakes 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 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.
The undersigned Registrant hereby undertakes that prior to any public
reoffering of the securities registered hereunder through the use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of section 10(a)3 of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes 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.
In the event that an appendix is utilized by the undersigned Registrant to
update information in the prospectus, the undersigned issuer hereby undertakes:
(a) to provide individuals who have already received copies of the prospectus
with a copy of any such current appendix, (b) to furnish an additional
prospectus, upon request, to anyone who has misplaced or discarded the old copy,
(c) to supply new participants in the plan with both the prospectus and a
current appendix, and (d) to file copies of such appendices with the Commission
in accordance with Rule 424(c).
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 Act 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8, and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Denver, Colorado on the 30th day of June, 1998.
ST. MARY LAND & EXPLORATION COMPANY
By: /s/ MARK A. HELLERSTEIN
-------------------------------
Mark A. Hellerstein, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes and
appoints Mark A. Hellerstein as his true and lawful attorney-in-fact with full
power of substitution to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 was signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ THOMAS E. CONGDON Chairman of the Board of June 30, 1998
Thomas E. Congdon Directors and Director
/s/ MARK A. HELLERSTEIN President and Chief Executive June 30, 1998
Mark A. Hellerstein Officer and Director
/s/ RONALD D. BOONE Executive Vice-President, Chief June 30, 1998
Ronald D. Boone Operating Officer and Director
/s/ RICHARD C. NORRIS Vice-President, Treasurer and June 30, 1998
Richard C. Norris Chief Accounting Officer
/s/ DAVID L. HENRY Vice-President and Chief June 30, 1998
David L. Henry Financial Officer
/s/ LARRY W. BICKLE Director June 30, 1998
Larry W. Bickle
/s/ DAVID C. DUDLEY Director June 30, 1998
David C. Dudley
/s/ RICHARD C. KRAUS Director June 30, 1998
Richard C. Kraus
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Signature Title Date
--------- ----- ----
/s/ JAMES NICHOLSON Director June 30, 1998
R. James Nicholson
/s/ AREND J. SANDBULTE Director June 30, 1998
Arend J. Sandbulte
/s/ JOHN M. SEIDL Director June 30, 1998
John M. Seidl
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
4.1 St. Mary Land & Exploration Company Employee 8
Stock Purchase Plan
5.1 Opinion of Cohen Brame & Smith Professional 17
Corporation
23.1 Consent of Arthur Andersen LLP, independent 18
public accountants
23.2 Consent of Coopers & Lybrand L.L.P., independent 19
accountants
23.3 Consent of Cohen Brame & Smith Professional 17
Corporation (included in exhibit 5.1)
24.1 Power of Attorney (included in Part II of this 5
Registration Statement)
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