As filed with the Securities and Exchange Commission on June 6, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 25-0484900
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1600 Broadway
Suite 2200
Denver, Colorado 80202
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FOREST OIL CORPORATION 2001 STOCK INCENTIVE PLAN
(full title of the plan)
Newton W. Wilson, III
Senior Vice President-Legal Affairs
and Corporate Secretary
1600 Broadway,
Suite 2200
Denver, Colorado 80202
(303) 812-1400
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
COPY TO:
Alan P. Baden
Vinson & Elkins L.L.P.
666 Fifth Avenue
26th Floor
New York, New York 10103
(917) 206-8000
(917) 206-8100 (fax)
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
------------------------- ---------------- ------------------------ ------------------------ ----------------
Common Stock, par value 1,800,000 shares $33.58(1) $60,444,525(2) $15,111
$0.10 per share
(1) Calculated by dividing the proposed maximum aggregate offering price by the
amount to be registered.
(2) The price is estimated in accordance with Rule 457(h) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee and
is the sum of (i) the product resulting from multiplying 65,000 the number
of shares registered by this Registration Statement to which options have
been granted (but not exercised) under the Forest Oil Corporation 2001
Stock Incentive Plan, by $32.12 the average exercise price of such options
and (ii) the product resulting from multiplying 1,735,000 shares, the
number of shares registered by this Registration Statement as to which
options may be granted under the Forest Oil Corporation 2001 Stock
Incentive Plan, by $33.635, the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on May 31, 2001.
ii
EXPLANATORY NOTE
Pursuant to the instructions to Part I of Form S-8, the prospectus to be
used for Forest's issuance of the shares subject to the Forest Oil Corporation
2001 Stock Incentive Plan is omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This document incorporates by reference the documents listed below that
Forest has previously filed with the Securities and Exchange Commission. They
contain important information about our company and its financial condition.
Some of these filings have been amended by later filings, which are also listed.
FOREST COMMISSION FILINGS
(FILE NO. 1-13515) DESCRIPTION OR PERIOD
--------------------------------------- -------------------------------------------------
Current Report on Form 8-K Summary financial information for the month ended
January 31, 2001, dated March 15, 2001
Proxy Statement on Schedule 14A For Forest's 2001 annual meeting of shareholders
held May 9, 2001
Quarterly Report on Form 10-Q Quarterly Period Ended March 31, 2001
Annual Report on Form 10-K, as amended Year Ended December 31, 2000
Registration Statement on Form 8-A Description of Forest preferred share purchase
rights and common stock
All documents filed by Forest pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the effective date of
this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any 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 in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock is registered pursuant to Section 12 of the Securities
Exchange Act of 1934. Therefore, the description of the securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the common stock offered hereby has been passed on for
Forest by Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, New
York 10103, special counsel to Forest.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Forest is incorporated in the State of New York. Sections 721 through 725
of the Business Corporation Law of the State of New York (the "BCL") permit New
York corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses. These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not entitled, (2) establish procedures for
indemnification and advancement of expenses that may be contained in the
certificate of incorporation or by-laws
or, when authorized by either of the foregoing, set forth in a resolution of the
shareholders or directors or an agreement providing for indemnification and
advancement of expenses, (3) apply a single standard for statutory
indemnification for third-party and derivative suits by providing that
indemnification is available if the director or officer acted, in good faith,
for a purpose which he reasonably believed to be in the best interests of the
corporation and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful, (4) eliminate the requirement for mandatory statutory
indemnification that the indemnified party be "wholly" successful and (5)
provide for the advancement of litigation expenses upon receipt of an
undertaking to repay such advance if the director or officer is ultimately
determined not to be entitled to indemnification. Section 726 of the BCL permits
the purchase of insurance to indemnify a corporation or its officers and
directors to the extent permitted. Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other final adjudication adverse to
the indemnified party establishes that the acts were committed in bad faith or
were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.
Article IX of the By-laws of Forest contains very broad indemnification
provisions which permit Forest to avail itself of the amended BCL to extend
broad protection to its directors, officers and employees by way of indemnity
and advancement of expenses. It sets out the standard under which Forest will
indemnify directors and officers and provides for reimbursement in such
instances, for the advancement or reimbursement for expenses reasonably incurred
in defending an action, and for the extension of indemnity to persons other than
directors and officers. It also establishes the manner of handling
indemnification when a lawsuit is settled. It is not intended that this By-law
is an exclusive method of indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934 as indicated in parentheses:
EXHIBIT
NO. EXHIBIT
------- -------
4.1 - Forest Oil Corporation 2001 Stock Incentive Plan
4.2 - Form of Employee Stock Option Agreement
4.3 - Form of Non-Employee Director Stock Option Agreement
5.1 - Opinion of Vinson & Elkins L.L.P.
23.1 - Consent of KPMG LLP
23.2 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 - Powers of Attorney (included on the original signature pages hereof)
ITEM 9. UNDERTAKINGS.
(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 of 1933;
(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) that, individually
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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 the 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 end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 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 the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 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 the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 provisions set forth in Item 15, 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 Act 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
indemnification by it is against public policy as expressed in the 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, 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 June 6, 2001.
FOREST OIL CORPORATION
By: /s/ Robert S. Boswell
-------------------------------------
Robert S. Boswell
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Newton W. Wilson, III and Joan C. Sonnen and each
of them, any one of whom may act without the joinder of the others, as his true
and lawful attorney-in-fact to sign on his behalf and in the capacity stated
below and to file any and all amendments and post-effective amendments to this
registration statement, with all exhibits thereto, with the Securities and
Exchange Commission, which amendment or amendments may make such changes and
additions in this registration statement as such attorney-in-fact may deem
necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert S. Boswell Chairman and Chief Executive June 6, 2001
------------------------ Officer (Principal Executive
Robert S. Boswell Officer)
/s/ David H. Keyte Executive Vice President and June 6, 2001
------------------------ Chief Financial Officer
David H. Keyte (Principal Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller, June 6, 2001
------------------------ Chief Accounting Officer
Joan C. Sonnen and Assistant Secretary
(Principal Accounting Officer)
/s/ Philip F. Anschutz Director June 6, 2001
------------------------
Philip F. Anschutz
Director June 6, 2001
------------------------
William L. Britton
/s/ Cortlandt S. Dietler Director June 6, 2001
------------------------
Cortlandt S. Dietler
/s/ Dod A. Fraser Director June 6, 2001
------------------------
Dod A. Fraser
/s/ Cannon Y. Harvey Director June 6, 2001
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Cannon Y. Harvey
/s/ Forrest E. Hoglund Director June 6, 2001
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Forrest E. Hoglund
/s/ Stephen A. Kaplan Director June 6, 2001
------------------------
Stephen A. Kaplan
/s/ James H. Lee Director June 6, 2001
------------------------
James H. Lee
/s/ Craig D. Slater Director June 6, 2001
------------------------
Craig D. Slater
/s/ Michael B. Yanney Director June 6, 2001
------------------------
Michael B. Yanney
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