As filed with the Securities and Exchange Commission on May 11, 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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ATP OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0362774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 POST OAK PLACE, SUITE 200
Houston, Texas 77027
(713) 622-3311
(Address of principal executive offices, including zip code)
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ATP OIL & GAS CORPORATION 1998 STOCK OPTION PLAN;
ATP OIL & GAS CORPORATION 2000 STOCK PLAN
(Full title of the plans)
ALBERT L. REESE, JR.
SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER
4600 POST OAK PLACE, SUITE 200
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 622-3311
(Telephone number, including area code, of agent for service)
Copies to:
Keith R. Fullenweider
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE REGISTRATION FEE
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Stock Options and Common Stock, $.001 par 4,646,607 shares $1.40 -$14.00 $46,009,059 $11,502
value....................................
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(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also covers any
additional shares of Common Stock which become issuable under the 2000 Stock
Plan by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The offering
price per share and aggregate offering price for the unissued stock options
and common stock are based upon the average of the high and low prices of
the Registrant's common stock as reported on The Nasdaq National Market on
May 8, 2001. The offering price per share and aggregate offering price for
the outstanding stock options are based upon the price at which the options
may be exercised.
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The chart below illustrates the calculation of the registration fee:
OFFERING PRICE AGGREGATE
SECURITIES NUMBER OF SHARES PER SHARE OFFERING PRICE
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Shares issuable pursuant to 301,787 $ 1.40 $ 422,502
outstanding stock options under the 344,820 $ 3.85 $ 1,327,557
1998 Stock Option Plan and the 2000 20,000 $14.00 $ 280,000
Stock Plan ----------
$ 2,030,059
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Shares issuable pursuant to unissued 3,980,000 $ 1.05 $43,979,000
stock options under the 2000 Stock
Plan
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Proposed Maximum Offering Price $46,009,059
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Registration Fee $ 11,502
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This Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act. Approximate date of
commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
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PART I
ITEM 1. PLAN INFORMATION.
Information required by Part I, Item 1 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Part I, Item 2 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which we have filed with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement:
(a) Our Annual Report on Form 10-K filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") on April 5, 2001, which contains audited financial statements for the
fiscal year ended December 31, 2000, and
(b) Our Registration Statement on Form S-1, as filed with the SEC on September
18, 2000 and any amendment thereto, and the description of our common stock
contained therein.
All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered by this prospectus have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Certain information incorporated by reference in this Registration Statement
relating to our net proved natural gas and oil reserves and future net cash
flows therefrom is derived from estimates prepared by our independent petroleum
engineering consultants, Ryder Scott Company, L.P. and Schlumberger Holditch-
Reservoir Technologies Consulting Services and is incorporated by reference
herein in reliance upon such firms as experts with respect to such matters.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation Act
and Article VI of the Restated Bylaws of ATP Oil & Gas Corporation (the
"Company") provide the Company with broad powers and authority to
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indemnify its directors and officers and to purchase and maintain insurance for
such purposes. Pursuant to such statutory and Bylaws provisions, the Company has
purchased insurance against certain costs of indemnification that may be
incurred by it and by its officers and directors.
Additionally, Article Ten of the Company's Amended and Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company for monetary damages for any act or omission in the director's capacity
as director, except that Article Ten does not eliminate or limit the liability
of a director to the extent the director is found liable for (i) a breach of
such director's duty of loyalty to the Company or its shareholders, (ii) an act
or omission not in good faith that constitutes a breach of duty of the director
to the Company or which involves intentional misconduct or knowing violation of
law, (iii) a transaction from which a director receives an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office and (iv) an act or omission for which liability is expressly
provided by an applicable statute.
Article Ten also provides that any subsequent amendments to Texas statutes
that further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article Ten shall not adversely affect any right of protection
of a director of the Company existing at the time of the repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to another
filing of the Company with the Commission, each of the following exhibits is
filed herewith:
3.1 Amended and Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on December 12, 2000).
3.2 Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1 filed with the
Securities & Exchange Commission on December 12, 2000).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 18, 2000).
4.2 ATP Oil & Gas Corporation 2000 Stock Plan (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 5, 2001).
4.3 ATP Oil & Gas Corporation 1998 Stock Option Plan (incorporated by
reference to Exhibit 10.9 to the Company's Registration Statement on Form
S-1 filed with the Securities & Exchange Commission on September 18,
2000).
4.4 First Amendment to the ATP Oil & Gas Corporation 1998 Stock Option Plan
(incorporated by reference to Exhibit 10.10 to the Company Registration
Statement on Form S-1 filed with the Securities & Exchange Commission on
September 18, 2000).
4.5 Second Amendment to ATP Oil & Gas Corporation 1998 Stock Option Plan.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
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23.3 Consent of Ryder Scott Company, L.P.
23.4 Consent of Schlumberger Holditch-Reservoir Technologies Consulting
Services.
24.1 Powers of Attorney (included on the signature page to this registration
statement).
UNDERTAKINGS
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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,
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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 and will be governed
by the final adjudication of such issue.
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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 the 10th day of May 2001.
ATP OIL & GAS CORPORATION
By: /s/ Albert L. Reese, Jr.
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Albert L. Reese, Jr.
Senior Vice President and Chief Financial
Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Albert L. Reese, Jr. as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any registration statement for the same offering filed pursuant to Rule 462
under the Securities Act of 1933, 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 anything appropriate or
necessary to be done, as fully and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or their 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
10th day of May, 2001.
SIGNATURE TITLE
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/s/ T. Paul Bulmahn Chairman, President and Director
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T. Paul Bulmahn
/s/ Albert L. Reese, Jr. Senior Vice President and Chief Financial Officer
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Albert L. Reese, Jr.
/s/ Keith R. Godwin Vice President and Controller
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Keith R. Godwin
/s/ Carol E. Overbey Director
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Carol E. Overbey
/s/ Gerard Swonke Director
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Gerard Swonke
/s/ Arthur H. Dilly Director
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Arthur H. Dilly
/s/ Robert C. Thomas Director
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Robert C. Thomas
/s/ Walter Wendlandt Director
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Walter Wendlandt
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INDEX TO EXHIBITS
3.1 Amended and Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on December 12, 2000).
3.2 Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1 filed with the
Securities & Exchange Commission on December 12, 2000).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 18, 2000).
4.2 ATP Oil & Gas Corporation 2000 Stock Plan (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 5, 2001).
4.3 ATP Oil & Gas Corporation 1998 Stock Option Plan (incorporated by
reference to Exhibit 10.9 to the Company Registration Statement on Form
S-1 filed with the Securities & Exchange Commission on September 18,
2000).
4.4 First Amendment to the ATP Oil & Gas Corporation 1998 Stock Option Plan
(incorporated by reference to Exhibit 10.10 to the Company Registration
Statement on Form S-1 filed with the Securities & Exchange Commission on
September 18, 2000).
4.5 Second Amendment to ATP Oil & Gas Corporation 1998 Stock Option Plan.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
23.3 Consent of Ryder Scott Company, L.P.
23.4 Consent of Schlumberger Holditch-Reservoir Technologies Consulting
Services.
24.1 Powers of Attorney (included on the signature page to this
registration statement).
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