As filed with the Securities and Exchange Commission on December 29, 1999 Registration No. 33-80844 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ Vastar Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 95-4446177 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 15375 Memorial Drive Houston, Texas 77079 (Address, including zip code, of registrant's principal executive offices) ____________________ VASTAR RESOURCES, INC. SAVINGS PLAN II (Full title of the plan) _____________________ ALBERT D. HOPPE Vice President, General Counsel and Secretary Vastar Resources, Inc. 15375 Memorial Drive Houston, Texas 77079 (281) 584-6027 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________________ REALLOCATION A total of 200,000 shares of Common Stock, par value $0.01 per share ("Common Stock") of Vastar Resources, Inc. were registered on Form S-8, Registration No. 33-80844 to be issued under the Vastar Resources, Inc. Savings Plan II (the "Plan"). The Plan has been merged with and into the Vastar Resources, Inc. Capital Accumulation Plan II which was renamed the Vastar Resources, Inc. Capital Accumulation Plan (the "Surviving CAP Plan"). Pursuant to General Instruction E to Form S-8 and the telephonic interpretation of the Securities Exchange Commission set forth at page 113 (question 90, Section G) of the Division of Corporate Finance's Manual of Publicly Available Telephone Interpretations (July 1997), the Registrant is hereby moving 95,343 shares previously registered in connection with the Plan on Registration Statement No. 33-80844 to a new Form S-8 Registration Statement relating to the Surviving CAP Plan to be filed with the Securities and Exchange Commission on or about the filing date of this post-effective amendment. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Vastar Resources, Inc. 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 amendment no. 1 to registration statement on form s-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 29th day of December, 1999. Vastar Resources, Inc. By: /s/ Charles D. Davidson -------------------------------- Charles D. Davidson President and Chief Executive Officer Pursuant to the requirements of the securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Jimmie D. Callison Director December 29, 1999 - ----------------------------- Jimmie D. Callison /s/ Terry G. Dallas Director December 29, 1999 - ----------------------------- Terry G. Dallas /s/ Charles D. Davidson President, Chief Executive December 29, 1999 - ----------------------------- Officer and Director Charles D. Davidson (Principal Executive Officer) /s/ Marie L. Knowles Director December 29, 1999 - ----------------------------- Marie L. Knowles /s/ Robert C. Levine Director December 29, 1999 - ----------------------------- Robert C. Levine /s/ Joseph P. Mccoy Vice President December 29, 1999 - ----------------------------- and Controller Joseph P. Mccoy (Principal Accounting Officer) /s/ William D. Schulte Director December 29, 1999 - ----------------------------- William D. Schulte -3- Signature Title Date - --------- ----- ---- /s/ Steven J. Shapiro Senior Vice President, Chief December 29, 1999 - ----------------------------- Financial Officer and Director Steven J. Shapiro (Principal Financial Officer) /s/ Donald R. Voelte, Jr. Director December 29, 1999 - ----------------------------- Donald R. Voelte, Jr. /s/ Michael E. Wiley Chairman of the Board December 29, 1999 - ----------------------------- Michael E. Wiley -4- SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Amendment No. 1 to Registration Statement to signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on December 29, 1999. Vastar Resources, Inc. Savings Plan II By: /s/ Joseph P. McCoy ---------------------------- NAME: Joseph P. McCoy TITLE: Vice President and Controller, Vaster Resources, Inc. -5-