WESTPORT RESOURCES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
Information Required in the Section 10(a) Prospectus
The documents constituting Part I of this registration statement on Form S-
8 will be sent or given to our employees, directors and consultants, as
specified by Rule 428(b)(1)(i) promulgated under the Securities Act of 1933, as
amended.
PART II
Item 3. Incorporation of Documents by Reference
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The following documents and information previously filed by us with the
Securities and Exchange Commission are incorporated by reference in this
registration statement:
(a) Our final prospectus filed on October 20, 2000 pursuant to Rule
424(b)(4) of the Securities Act, relating to the initial public
offering of our common stock.
(b) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000 (No. 001-16093), filed on November 16, 2000.
(c) Our Annual Report on Form 10-K for the year ended December 31, 2000
(No. 001-16093) filed on March 16, 2001.
(d) The description of our common stock as contained in our Registration
Statement on Form 8-A filed on August 31, 2000, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, including
any amendment or report filed for the purpose of updating such
description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, on or after the date of this
registration statement, and prior to the filing of a post-effective amendment to
this registration statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date 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herein shall be deemed to be modified or superseded for purposes of this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 modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities
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Not applicable.
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Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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Our certificate of incorporation provides that no director shall be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duties as a director for any act or omission; provided, however, that
the director may be liable for any breach of his duty of loyalty to us or our
stockholders, for any act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law, under Section 174 of the
Delaware General Corporation Law, or for any transaction from which he derived
an improper personal benefit.
Our bylaws provide that we shall, to the maximum extent permitted by the
Delaware General Corporation Law, indemnify all persons whom it may indemnify
under Delaware law. Section 145 of the Delaware General Corporation Law permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
We have entered into indemnification agreements with our directors and
officers, which indemnify each person to the fullest extent permitted by
Delaware law. Pursuant to the agreements, we also agree to hold harmless and
indemnify each person against expenses incurred by reason of the fact that the
person is or was a director, officer, employee or agent of us, if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to our best interest, and in the case of a criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful. We intend to enter
into similar indemnification agreements with any new directors or officers in
the future.
Pursuant to the shareholders' agreement dated as of March 9, 2000, by and
among Equitable Production Company, Equitable Production (Gulf) Company and
Westport Energy Corporation, we have agreed to indemnify ERI Investments, Inc.
(as successor to Equitable
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Production Company), Westport Energy LLC (as successor to Westport Energy
Corporation) and each of their respective directors, officers and controlling
persons to the extent permitted by law against any losses, claims, damages or
liabilities to which such person may become subject under the Securities Act
that arise out of any untrue or alleged statement of material fact or any
omission of a material fact required to be contained in a registration
statement, prospectus, application or other documentation to be filed with the
Securities and Exchange Commission.
Expenses for the defense of any action for which indemnification may be
available shall be advanced by us under certain circumstances. The general
effect of the foregoing provisions may be to reduce the circumstances in which
an officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses. Directors and officers will be covered by
liability insurance indemnifying them against damages arising out of certain
kinds of claims which might be made against them based on their negligent acts
or omissions while acting in their capacity as such.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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Exhibit
Number Document
------ --------
4.1 Second Amended and Restated Certificate of Incorporation of
Westport Resources Corporation, incorporated herein by
reference to Exhibit 3.1 to Westport's Form 10-Q (File No.
001-16093) filed with the Securities and Exchange Commission
on November 16, 2000.
4.2 Second Amended and Restated Bylaws of Westport Resources
Corporation, incorporated herein by reference to Exhibit 3.4
to Westport's Amendment No. 3 to Form S-1 (File No. 333-
40422) filed with the Securities and Exchange Commission on
October 18, 2000.
4.3 Westport Resources Corporation 2000 Stock Incentive Plan
dated October 17, 2000, incorporated herein by reference to
Exhibit 10 to Westport's Form 10-Q (File No. 001-16093)
filed with the Securities and Exchange Commission on
November 16, 2000.
4.4 Specimen Certificate representing shares of our common
stock, par value $0.01 per share, incorporated herein by
reference to Exhibit 4 to Westport's Amendment No. 3 to Form
S-1 (File No. 333-40422) filed with the Securities and
Exchange Commission on October 18, 2000.
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Arthur Andersen, LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld L.L.P.
(included in its opinion filed as Exhibit 5 to this
registration statement).
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24* Power of Attorney (included on signature page of this
registration statement).
_________________
*Filed herewith
Item 9. Undertakings
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(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of 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.
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 and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 (a)(1)(i) and (a)(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 with or furnished to the
Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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
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the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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,
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 i against public policy as expressed in the
Securities Act of 1933 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
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 Denver, State of Colorado on this 5/th/ day of April,
2001.
WESTPORT RESOURCES CORPORATION
By: DONALD D. WOLF
--------------------------------------
Donald D. Wolf
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Westport Resources Corporation
hereby constitute and appoint Donald D. Wolf and Barth E. Whitham, and each of
them, with full power to act and with full power of substitution and
resubstitution, our true and lawful attorney-in-fact and agent, with full power
to execute in our name and behalf in the capacities indicated below any and all
amendments (including post-effective amendments and amendments thereto) to this
registration statement and to file the same, with all exhibits and other
documents relating thereto with the Securities and Exchange Commission and
hereby ratify and confirm all that such attorney-in-fact or his substitute shall
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated below:
Signature Title Date
- --------- ----- ----
DONALD D. WOLF Chairman, Chief Executive Officer April 5, 2001
and Director Executive
- ----------------------
Donald D. Wolf officer)
JAMES H. SHONSEY Chief Financial Officer (Principal April 5, 2001
Financial Officer)
- ----------------------
James H. Shonsey
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KENNETH D. ANDERSON Vice President - Accounting April 5, 2001
(Principal Accounting Officer)
- ----------------------
Kenneth D. Anderson
MICHAEL RUSSELL Director April 5, 2001
- ----------------------
Michael Russell
MURRY S. GERBER Director April 5, 2001
- ----------------------
Murry S. Gerber
DAVID L. PORGES Director April 5, 2001
- ----------------------
David L. Porges
JAMES M. FUNK Director April 5, 2001
- ----------------------
James M. Funk
ALEX M. CRANBERG Director April 5, 2001
- ----------------------
Alex M. Cranberg
WILLIAM F. WALLACE Director April 5, 2001
- ----------------------
William F. Wallace
RANDY STEIN Director April 5, 2001
- ----------------------
Randy Stein
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PETER R. HEARL Director April 5, 2001
- ----------------------
Peter R. Hearl
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------ -----------------------
4.1 Second Amended and Restated Certificate of Incorporation of
Westport Resources Corporation, incorporated herein by
reference to Exhibit 3.1 to Westport's Form 10-Q (File No.
001-16093) filed with the Securities and Exchange Commission
on November 16, 2000.
4.2 Second Amended and Restated Bylaws of Westport Resources
Corporation, incorporated herein by reference to Exhibit 3.4
to Westport's Amendment No. 3 to Form S-1 (File No. 333-
40422) filed with the Securities and Exchange Commission on
October 18, 2000.
4.3 Westport Resources Corporation 2000 Stock Incentive Plan
dated October 17, 2000, incorporated herein by reference to
Exhibit 10 to Westport's Form 10-Q (File No. 001-16093)
filed with the Securities and Exchange Commission on
November 16, 2000.
4.4 Specimen Certificate representing shares of our common
stock, par value $0.01 per share, incorporated herein by
reference to Exhibit 4 to Westport's Amendment No. 3 to Form
S-1 (File No. 333-40422) filed with the Securities and
Exchange Commission on October 18, 2000.
5* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of Arthur Andersen, LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld L.L.P.
(included in its opinion filed as Exhibit 5 to this
registration statement).
24* Power of Attorney (included on signature page of this
registration statement).
__________________
*Filed herewith
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As filed with the Securities and Exchange Commission on April 5, 2001
Registration No. 333-____________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________
WESTPORT RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 23-3020832
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
410 Seventeenth Street, Suite 2300 80202
Denver, Colorado (Zip Code)
(Address of Principal
Executive Offices)
Westport Resources Corporation
2000 Stock Incentive Plan
(Full title of the plan)
Donald D. Wolf
Chairman of the Board and Chief Executive Officer
Westport Resources Corporation
410 Seventeenth Street, Suite 2300
Denver, Colorado 80202
(303) 573-5404
(Name, address and telephone number of agent for service)
Copies to:
Michael E. Dillard, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
(214) 969-2800
____________________
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2) Price (2) Fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share........................ 4,110,813 $20.725 $85,196,599 $21,300
- ------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also includes an indeterminate number of
additional shares that may hereafter become issuable as a result of the
adjustment provisions of the stock incentive plan.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, and calculated on the basis of the average of the high and low
sales prices of the common stock of Westport Resources Corporation on
April 3, 2001, as reported on the New York Stock Exchange.