As filed with the Securities and Exchange Commission on May 24, 2002
Registration No. 333-55940
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 72-1409562
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170
(Address of Principal Executive Offices) (Zip Code)
2000 Long Term Stock Incentive Plan
(Full Title of the Plan)
-------------------
Richard A. Bachmann
Energy Partners, Ltd.
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(Name and address of agent for service)
(504) 569-1875
(Telephone number, including area code, of agent for service)
With copies to:
John H. Peper John Schuster, Esq.
Executive Vice President, General Counsel Cahill Gordon & Reindel
and Corporate Secretary 80 Pine Street
Energy Partners, Ltd. New York, New York 10005
201 St. Charles Avenue, Suite 3400 (212) 701-3000
New Orleans, Louisiana 70170
(504) 569-1875
EXPLANATORY NOTE
Energy Partners, Ltd., a Delaware corporation ("EPL" or the "Registrant"),
registered, pursuant to a Registration Statement on Form S-8 filed on February
20, 2001 (No. 333-55940) (the "Registration Statement"), the offer and sale of
up to 2,627,130 shares of EPL's Common Stock, par value $0.01 per share (the
"Common Stock"), issuable under EPL's 2000 Long Term Stock Incentive Plan (the
"Plan"). EPL's Board of Directors has adopted, and its stockholders have
approved, an Amended and Restated 2000 Long Term Stock Incentive Plan (the
"Amended Plan") under which, among other things, the number of shares of Common
Stock available for issuance under the Amended Plan was increased to 4,800,000
shares (inclusive of shares previously registered with respect to the Plan). The
Amended Plan replaced the Plan as of the date that EPL's stockholders approved
the Amended Plan. No future awards will be made under the Plan.
In accordance with the principles set forth in Interpretation 89 under
Section G, "Securities Act Forms," of the Manual of Publicly Available Telephone
Interpretations (July 1997) of the Division of Corporation Finance of the
Securities and Exchange Commission and Instruction E of the General Instructions
to Form S-8, EPL is filing this Post-Effective Amendment No. 1 to the
Registration Statement to remove 2,627,130 shares of Common Stock from
registration under this Registration Statement.
The shares of Common Stock that are hereby removed from registration will
be carried over to and continue to be registered under a Registration Statement
on Form S-8 (the "New Registration Statement") that will be filed
contemporaneously with the filing of this Post-Effective Amendment No. 1. The
New Registration Statement will register the offered sale of up to 4,800,000
shares of Common Stock issuable under the Amended Plan.
The offered sale of 250,000 shares of Common Stock issuable upon the
exercise of options to be granted under EPL's 2000 Stock Option Plan for
Non-Employee Directors, 100,000 shares of Common Stock issuable upon the
exercise of options to be granted under EPL's Stock and Deferral Plan for
Non-Employee Directors and 139,500 shares of Common issued as Bonus Shares, to
the extent not previously sold under the Registration Statement, may continue to
be made under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Energy Partners, Ltd. 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana, on this 24th day of May, 2002.
ENERGY PARTNERS, LTD.
By: /s/ Richard A. Bachmann
--------------------------------
Richard A. Bachmann
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has
been signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Richard A. Bachmann Chairman, President and Chief Executive May 24, 2002
------------------------ Officer (Principal
Richard A. Bachmann Executive Officer)
/s/ Suzanne V. Baer Executive Vice President and Chief May 24, 2002
------------------------ financial Officer (Principal Financial
Suzanne V. Baer and Accounting Officer)
* Director May 24, 2002
------------------------
Austin M. Beutner
* Director May 24, 2002
------------------------
John C. Bumgarner, Jr.
* Director May 24, 2002
------------------------
Harold D. Carter
Signature Title Date
--------- ----- ----
* Director May 24, 2002
------------------------
Robert D. Gershen
Director
------------------------
Gary L. Hall
* Director May 24, 2002
------------------------
William O. Hiltz
* Director May 24, 2002
------------------------
Eamon M. Kelly
* Director May 24, 2002
------------------------
John G. Phillips
* By: /s/ Suzanne V. Baer May 24, 2002
---------------------------------
Suzanne V. Baer, as
Attorney-in-Fact