QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on May 24, 2002

Registration No. 333-            



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


FOREST OIL CORPORATION

(Exact name of registrant as specified in its charter)

    New York   25-0484900
    (State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification Number)

1600 Broadway
Suite 2200
Denver, Colorado 80202
(Address of principal executive offices)


Forest Oil Corporation Stock Incentive Plan
(formerly The Forest Oil Corporation 1992 Stock Option Plan
(Full title of the plan)


Newton W. Wilson III
Senior Vice President—Legal Affairs
and Corporate Secretary
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, Colorado 80202
(Name and address of agent for service)

(303) 812-1400
(Telephone number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE


Title of Securities to
be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price
Per Share(1)

  Proposed Maximum
Aggregate
Offering Price(1)

  Amount of
Registration Fee


Common Stock, par value $.10 per share   1,839,321 shares   $26.55   $48,833,972   $4,492.73
To be issued under the Stock Incentive Plan                

(1)
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"), based on the average exercise price for all outstanding options under the Forest Oil Corporation Stock Incentive Plan





EXPLANATORY NOTE

        This Registration Statement is being filed to register the issuance of additional shares of the common stock ("Common Stock") of Forest Oil Corporation (sometimes referred to as the "Company") pursuant to the Forest Oil Corporation Stock Incentive Plan (the "Plan") under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-8 (Registration No. 333-05497) filed by the Company with the Securities and Exchange Commission on June 7, 1996 registering the issuance of 2,615,758 shares of Common Stock (currently 1,307,879 shares of Common Stock due to a 1-for-2 reverse stock split effected on December 7, 2000) under the Plan are incorporated herein by reference.


PART I

Item 8. Exhibits.

Exhibit No.

  Description


  5.1*

 

Opinion of Lizbeth J. Stenmark, Senior Counsel of the Company, regarding the validity of the securities being registered.

23.1*

 

Consent of KPMG LLP.

23.2  

 

Consent of Lizbeth J. Stenmark (included as part of Exhibit 5.1).

24    

 

Power of attorney (set forth on the signature page contained in this Registration Statement).

*
Filed herewith.

2



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 May 24, 2002.

    FOREST OIL CORPORATION

 

 

By:

/s/  
ROBERT S. BOSWELL      
Robert S. Boswell
Chairman of the Board and
Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Boswell, 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 or her true and lawful attorney-in-fact to sign on his or her 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      
Robert S. Boswell

 

Chairman of the Board and
Chief Executive Officer
and Director
(Principal Executive Officer)

 

May 24, 2002

/s/  
DAVID H. KEYTE      
David H. Keyte

 

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

 

May 24, 2002

/s/  
JOAN C. SONNEN      
Joan C. Sonnen

 

Vice President—Controller, Chief
Accounting Officer and
Assistant Secretary
(Principal Accounting Officer)

 

May 24, 2002

 

 

 

 

 

3



/s/  
PHILIP F. ANSCHUTZ      
Philip F. Anschutz

 

Director

 

May 24, 2002

/s/  
WILLIAM L. BRITTON      
William L. Britton

 

Director

 

May 24, 2002

/s/  
CORTLANDT S. DIETLER      
Cortlandt S. Dietler

 

Director

 

May 24, 2002

/s/  
DOD A. FRASER      
Dod A. Fraser

 

Director

 

May 24, 2002

/s/  
CANNON Y. HARVEY      
Cannon Y. Harvey

 

Director

 

May 24, 2002

/s/  
FORREST E. HOGLUND      
Forrest E. Hoglund

 

Director

 

May 24, 2002

/s/  
STEPHEN A. KAPLAN      
Stephen A. Kaplan

 

Director

 

May 24, 2002

/s/  
JAMES H. LEE      
James H. Lee

 

Director

 

May 24, 2002

/s/  
CRAIG D. SLATER      
Craig D. Slater

 

Director

 

May 24, 2002

/s/  
MICHAEL B. YANNEY      
Michael B. Yanney

 

Director

 

May 24, 2002

4



EXHIBIT INDEX

Exhibit No.
  Description

5.1   Opinion of Lizbeth J. Stenmark, Senior Counsel of the Company, regarding the validity of the securities being registered.

23.1

 

Consent of KPMG LLP.



QuickLinks

EXPLANATORY NOTE
PART I
SIGNATURES
EXHIBIT INDEX