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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESTPORT RESOURCES CORPORATION
(FORMERLY BELCO OIL & GAS CORP.)
(Exact name of registrant as specified in its charter)
NEVADA 13-3869719
(State of Incorporation) (IRS Employer
Identification No.)
410 SEVENTEENTH STREET
SUITE 2300
DENVER COLORADO
80202
(Address and Zip Code of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON STOCK, PAR VALUE $0.01 NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
On August 21, 2001, the shareholders of Belco Oil & Gas Corp., a Nevada
corporation, and the stockholders of Westport Resources Corporation, a Delaware
corporation, approved and adopted the Agreement and Plan of Merger dated as of
June 8, 2001, by and between Belco and Westport providing for the merger of
Westport with and into Belco. In connection with the merger, Belco changed its
name to Westport Resources Corporation, referred to herein as New Westport. As
of the effective time of the merger, Belco common stock, par value $0.01 per
share, was no longer outstanding and was automatically cancelled and retired,
and certificates evidencing shares of Belco common stock represented only the
right to receive, without interest, shares of New Westport common stock, par
value $0.01 per share. In the merger, Belco common shareholders received 0.4125
of a share of New Westport common stock for each share of Belco common stock
they owned. In addition, as of the effective time of the merger, Westport common
stock, par value $0.01 per share, was no longer outstanding and was
automatically cancelled and retired, and certificates evidencing shares of
Westport common stock represented only the right to receive, without interest,
shares of New Westport common stock, par value $0.01 per share. Westport
stockholders received one share of New Westport common stock for each share of
Westport common stock they owned.
Westport Resources Corporation (formerly known as Belco Oil & Gas
Corp.) is amending and restating its Registration Statement on Form 8-A relating
to its common stock filed with the Securities and Exchange Commission on March
13, 1996 in order to describe its common stock. On August 21, 2001, New Westport
filed Amended Articles of Incorporation with the Nevada Secretary of State. A
revised description of the common stock previously registered in our
Registration Statement on Form 8-A is set forth below.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We have attached to this Form 8-A/A as Exhibit 3.1 our Amended Articles
of Incorporation and as Exhibit 3.2 our Second Amended and Restated Bylaws. The
discussion below is not a complete description of the terms of the common stock,
so you should read it together with our articles of incorporation and our
bylaws.
Our authorized capital stock consists of 70 million shares of common
stock, $0.01 par value, and 10 million shares of preferred stock, $0.01 par
value, of which 4.37 million shares have been designated as 6 1/2% convertible
preferred stock through the filing of that certain Certificate of Designations
with the Nevada Secretary of State on March 6, 1998.
COMMON STOCK
The holders of common stock are entitled to one vote per share on all
matters to be voted on by the shareholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratable dividends, if any, as may be declared from time to
time by the board of directors out of funds legally available for the payment of
dividends. In the event of the liquidation, dissolution, or winding up of New
Westport, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution
rights of preferred stock, if any, then outstanding. The common stock has no
preemptive, conversion or other subscription rights. There are no redemption or
sinking fund provisions applicable to the common stock. All outstanding shares
of common stock are fully paid and nonassessable.
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PREFERRED STOCK
Ten million shares of preferred stock are authorized, of which 4.37
million shares have been designated as 6 1/2% convertible preferred stock
through the filing of that certain Certificate of Designations with the Nevada
Secretary of State on March 6, 1998. Subject to the Nevada Revised Statutes, the
board of directors, without further vote or action by the shareholders, has the
authority to issue the preferred stock in one or more series and to fix the
powers, designations, preferences and relative, participating, optional or other
special rights thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the designation
of such series. In addition, the board of directors may not decrease the number
of shares within a class or series to be less than the number of shares within a
class or series that are then issued and may not increase the number of shares
within a class or series to be more than the number of shares within a class or
series that are then authorized or for which the powers, designations,
preferences and rights have not otherwise been set forth in the articles of
incorporation. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of New Westport without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of common stock. The issuance of preferred stock with voting and
conversion rights may adversely affect the voting power of the holders of common
stock, including the loss of voting control to others.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR ARTICLES OF INCORPORATION, BYLAWS AND
NEVADA LAW
Articles of Incorporation and Bylaws. Our articles of incorporation
provide that the board of directors will be divided into three classes of
directors, with each class serving a staggered three-year term. The
classification system of electing directors may tend to discourage a third-party
from making a tender offer or otherwise attempting to obtain control of New
Westport and may maintain the incumbency of the board of directors, as the
classification of the board of directors generally increases the difficulty of
replacing a majority of the directors. The articles of incorporation and bylaws
also provide, among other things, that, as of the effective time of the merger:
o all shareholder actions must be effected at a duly called meeting and
not by a consent in writing;
o special meetings of the shareholders may generally only be called by
our chairman, president or secretary;
o shareholders must provide New Westport advance notice if they wish to
nominate a director or propose any business at a shareholders meeting;
and
o any vacancies on the board of directors may be filled by a majority of
the directors continuing in office.
These provisions of the articles of incorporation and bylaws could
discourage potential acquisition proposals and could delay or prevent a change
of control of New Westport. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the board of
directors and in the policies formulated by the board of directors and to
discourage certain types of transactions that may involve an actual or
threatened change of control of New Westport. These provisions are designed to
reduce our vulnerability to an unsolicited acquisition proposal. The provisions
also are intended to discourage certain tactics that may be used in proxy
fights. However, such provisions could have the effect of discouraging others
from making tender offers for our shares and, as a consequence, they also may
inhibit fluctuations in the market price of our shares that could result from
actual or rumored takeover attempts. Such provisions also may have the effect of
preventing changes in our management.
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Nevada Takeover Statute. We are subject to Sections 78.411 to 78.444 of
the NRS, inclusive, which regulates corporate combinations. Sections 78.411 to
78.444, inclusive, of the NRS generally provide that, with certain exceptions, a
Nevada corporation may not engage in a "Combination" (defined as a variety of
transactions, including mergers, asset sales, issuance of stock and other
actions resulting in a financial benefit to the "Interested Stockholder") with
an Interested Stockholder (defined generally as a person that is the beneficial
owner of 10% or more of the voting power of the outstanding voting shares) for a
period of three years following the date that such person became an Interested
Stockholder. A Nevada corporation may "opt out" of NRS Sections 78.411 to
78.444, inclusive, with an express provision in its original articles of
incorporation or an express provision in its articles of incorporation or bylaws
resulting from amendments approved by the holders of at least a majority of its
disinterested outstanding voting shares. We have "opted out" of the provisions
of NRS Sections 78.411 to 78.444, inclusive.
REGISTRATION RIGHTS
The holders of approximately 35,586,730 shares of common stock or
rights to acquire such shares will be entitled to rights with respect to the
registration of such shares under the Securities Act of 1933, as amended. Under
the terms of the Second Amended and Restated Shareholders Agreement between us
and the holders of such registrable securities, if we propose to register any of
our securities under the Securities Act, either for our own account or for the
account of other security holders exercising registration rights, such holders
are entitled to notice of such registration and are entitled to include shares
of such common stock in the registration. Additionally, such holders are also
entitled to demand registration rights, pursuant to which certain holders may
require us on up to two occasions and certain holders may require us on up to
three occasions to file a registration statement under the Securities Act at our
expense with respect to their shares of common stock, and we are required to use
all reasonable efforts to effect such registration. All of these registration
rights are subject to certain conditions and limitations, including the right of
the underwriters of an offering to limit the number of shares included in such
registration and our right not to effect a requested demand registration within
six months following a previous demand registration.
ITEM 2. EXHIBITS.
Exhibit No. Description
3.1* Amended Articles of Incorporation of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.).
3.2* Second Amended and Restated Bylaws of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.).
4.1* Specimen Certificate for shares of common stock of Westport
Resources Corporation.
4.2 Second Amended and Restated Shareholders Agreement dated as of
July 20, 2001, by and among Westport Resources Corporation,
Belco Oil & Gas Corp., ERI Investments, Inc., Westport Energy
LLC and certain stockholders named therein (incorporated by
reference from Exhibit 4.2 of the registrant's Amendment No. 1
to Form S-4 (Registration No. 333-64320) filed with the
Securities and Exchange Commission on July 24, 2001).
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* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
WESTPORT RESOURCES CORPORATION
By: /s/ Donald D. Wolf
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Donald D. Wolf
Chairman of the Board and Chief Executive
Officer
Dated: August 28, 2001
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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3.1* Amended Articles of Incorporation of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.).
3.2* Second Amended and Restated Bylaws of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.).
4.1* Specimen Certificate for shares of common stock of Westport
Resources Corporation.
4.2 Second Amended and Restated Shareholders Agreement dated as of
July 20, 2001, by and among Westport Resources Corporation,
Belco Oil & Gas Corp., ERI Investments, Inc., Westport Energy
LLC and certain stockholders named therein (incorporated by
reference from Exhibit 4.2 of the registrant's Amendment No. 1
to Form S-4 (Registration No. 333-64320) filed with the
Securities and Exchange Commission on July 24, 2001).
</Table>
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* Filed herewith