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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2702753
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(Address of principal executive offices, including zip code)
_________________
PIONEER NATURAL RESOURCES USA, INC.
PROFIT SHARING 401(K) PLAN
(Full title of the plan)
MARK L. WITHROW
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(972) 444-9001
(Name, address and telephone number of agent for service)
copy to:
ROBERT L. KIMBALL
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
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Proposed
Title of securities Amount to be Proposed maximum aggregate Amount of
to be registered registered maximum offering offering price (1) registration fee
price per unit (1)
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Common Stock, $0.01 par
value per share . . . . . 400,000 shares(2) $39.62 $15,848,000 $4,803
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Interests in the Pioneer
Natural Resources
Company Profit
Sharing 401(k) Plan . . . (3) (4) (4) (4)
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 (the
"Securities Act") and based on the average of the high and low prices
of the Common Stock reported on The New York Stock Exchange on October
28, 1997.
(2) If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on
this Registration Statement changes, the provisions of Rule 416 shall
apply to this Registration Statement, and this Registration Statement
shall be deemed to cover the additional securities resulting from the
split of, or the dividend on, the securities covered by this
Registration Statement.
(3) Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of plan interest to be
offered or sold pursuant to the Pioneer Natural Resources USA, INC.
Profit Sharing 401(k) Plan.
(4) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee
is required to register plan interests.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission by Pioneer Natural Resources Company, a Delaware
corporation (the "Company"), and are incorporated herein by reference and made
a part hereof:
(a) The Company's Registration Statement on Form S-4 (File No.
333-26951) filed on June 26, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997;
(c) The Company's Current Report on Form 8-K dated August 7, 1997;
(d) The Company's Current Report on Form 8-K dated October 2,
1997;
(e) Joint Management Information Circular and Proxy Statement of
Pioneer and Chauvco filed on October 1, 1997; and
(f) The description of the Company's Common Stock, $0.01 par value
per share, contained in Item 1 of the Company's Registration
Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") on August 8, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to Pioneer Natural Resources Company, 1400
Williams Square West, 5205 North O'Connor Boulevard, Irving, Texas 75039,
Attention: Secretary, (972) 444-9001.
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 Twelfth of the Restated Certificate of Incorporation of the
Company provides that the Company shall indemnify its officers and directors to
the maximum extent allowed by Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful.
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With respect to suits by or in the right of the Company, however,
indemnification is generally limited to attorney's fees and other expenses and
is not available if the person is adjudged to be liable to the Company, unless
the court determines that indemnification is appropriate. The statute
expressly provides that the power to indemnify authorized thereby is not
exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Company also has
the power to purchase and maintain insurance for its directors and officers.
Additionally, Article Twelfth of the Restated Certificate of Incorporation
provides that, in the event that an officer or director files suit against the
Company seeking indemnification of liabilities or expenses incurred, the burden
will be on the Company to prove that the indemnification would not be permitted
under the Delaware General Corporation Law.
The preceding discussion of the Company's Restated Certificate of
Incorporation and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by the Company's
Restated Certificate of Incorporation and Section 145 of the Delaware General
Corporation Law.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities
at the direction of the Company.
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:
4.1 -- Pioneer Natural Resources USA, Inc. 401(k) Plan.
5.1 -- (a) Opinion of Vinson & Elkins L.L.P.
(b) The Company will submit the Pioneer Natural Resources
USA, Inc. 401(k) Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS
in order to qualify the plan.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1)
24.1 -- Powers of Attorney of directors and officers of
Pioneer Natural Resources Company (included on page
II-4 to this Registration Statement).
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 the Registration Statement; and
(iii) 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; provided, however, that paragraphs (1)(i) and
(1)(ii) 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
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Company 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 purposes 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 purposes of determining any liability under
the Securities Act, each filing of the Company's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company
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, as amended,
the Company 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 Irving, State of Texas, on the 31st day of
October, 1997.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Scott D. Sheffield
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Scott D. Sheffield
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
and appoints Scott D. Sheffield, Mark L. Withrow and M. Garrett Smith, or any
of them, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below all amendments and post-effective amendments to this
Registration Statement (including any additional registration statement filed
pursuant to Rule 462 of the Securities Act with respect to this Registration
Statement) as that attorney-in-fact may deem necessary or appropriate.
Signature Capacity Date
--------- -------- ----
/s/ Scott D. Sheffield President, Chief Executive Officer and October 31, 1997
- ---------------------------------------- Director
Scott D. Sheffield (Principal Executive Officer)
/s/ M. Garrett Smith Senior Vice President--Finance and October 31, 1997
- ---------------------------------------- Assistant Secretary
M. Garrett Smith (Principal Financial Officer and
Principal Accounting Officer)
/s/ I. Jon Brumley Chairman of the Board October 31, 1997
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I. Jon Brumley
/s/ R. Hartwell Gardner Director October 31, 1997
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R. Hartwell Gardner
/s/ John S. Herrington Director October 31, 1997
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John S. Herrington
/s/ Kenneth A. Hersh Director October 31, 1997
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Kenneth A. Hersh
/s/ James L. Houghton Director October 31, 1997
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James L. Houghton
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/s/ Jerry P. Jones Director October 31, 1997
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Jerry P. Jones
Director
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T. Boone Pickens
/s/ Richard E. Rainwater Director October 31, 1997
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Richard E. Rainwater
/s/ Charles E. Ramsey, Jr. Director October 31, 1997
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Charles E. Ramsey, Jr.
/s/ Arthur L. Smith Director October 31, 1997
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Arthur L. Smith
/s/ Philip B. Smith Director October 31, 1997
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Philip B. Smith
/s/ Robert L. Stillwell Director October 31, 1997
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Robert L. Stillwell
/s/ Michael D. Wortley Director October 31, 1997
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Michael D. Wortley
PIONEER NATURAL RESOURCES USA, INC. 401(K) PLAN October 31, 1997
By: The 401(k) Plan Committee of the Board of
Directors of Pioneer Natural Resources Company
By: /s/ LARRY PAULSEN
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Larry Paulsen
Chairman of 401(k) Plan Committee
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EXHIBIT INDEX
Exhibit Description of Exhibit
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4.1 -- Pioneer Natural Resources USA, Inc. 401(k) Plan.
5.1 -- (a) Opinion of Vinson & Elkins L.L.P.
(b) The Company will submit the Pioneer Natural Resources USA,
Inc. 401(k) Plan and any amendment thereto to IRS in a timely
manner and will make all changes required by the IRS in order
to qualify the plan.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 -- Powers of Attorney of directors and officers of Pioneer
Natural Resources Company (included on page II-4 to this
Registration Statement).