As Filed with the Securities and Exchange Commission on April 25, 2003
Registration No. 333-103679
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
ON FORM S-8*
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1567067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 NORTH BROADWAY
OKLAHOMA CITY, OKLAHOMA 73102-8260
(Address of principal executive offices) (Zip Code)
GLOBAL NATURAL RESOURCES INC. KEY EMPLOYEE STOCK OPTION PLAN (1989)
GLOBAL NATURAL RESOURCES INC. 1992 STOCK OPTION PLAN
SEAGULL ENERGY CORPORATION 1983 STOCK OPTION PLAN
SEAGULL ENERGY CORPORATION 1990 STOCK OPTION PLAN
OCEAN ENERGY, INC. 1998 LONG TERM INCENTIVE PLAN
OCEAN ENERGY, INC. LONG TERM INCENTIVE PLAN FOR NON-EXECUTIVE EMPLOYEES
UNITED MERIDIAN CORPORATION 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
SEAGULL ENERGY CORPORATION 1998 OMNIBUS STOCK OPTION PLAN
OCEAN ENERGY, INC. 1996 LONG TERM INCENTIVE PLAN
OCEAN ENERGY, INC. 1994 LONG TERM INCENTIVE PLAN
UNITED MERIDIAN CORPORATION 1994 OUTSIDE DIRECTOR'S
NONQUALIFIED STOCK OPTION PLAN
SEAGULL ENERGY CORPORATION 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
SEAGULL ENERGY CORPORATION 1993 STOCK OPTION PLAN
SEAGULL ENERGY CORPORATION 1995 OMNIBUS STOCK PLAN
OCEAN ENERGY INC. 1999 LONG TERM INCENTIVE PLAN
OCEAN ENERGY, INC. 2001 LONG TERM INCENTIVE PLAN
UNITED MERIDIAN CORPORATION 1987 NONQUALIFIED STOCK OPTION PLAN
OCEAN ENERGY, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
J. Larry Nichols
Chairman and Chief Executive Officer
Devon Energy Corporation
20 North Broadway
Oklahoma City, Oklahoma 73102-8260
(Name and Address of Agent For Service)
(405) 235-3611
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to
Janice A. Dobbs
Corporate Secretary
Devon Energy Corporation
20 North Broadway
Oklahoma City, Oklahoma 73102-8260
(405) 235-3611
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Calculation Of Registration Fee
PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED (2) PER SHARE OFFERING PRICE FEE
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Common Stock, par value
$0.10 per share(1) 79,795,960 Shares (3) (3) (3)
(1) Includes the preferred stock purchase rights associated with the Common
Stock of Devon Energy Corporation.
(2) Also being registered hereby are such additional number of shares as
may be issued pursuant to the anti-dilution provisions of the plans
listed above.
(3) All filing fees payable in connection with the issuance of these
securities were previously paid in connection with the filing of the
Registrant's registration statement on Form S-4 (File No. 333-103679).
* Filed as a post-effective amendment on Form S-8 to the Form S-4
registration statement. See "Explanatory Notes."
EXPLANATORY NOTES
Devon Energy Corporation, a Delaware corporation ("Devon" or the
"Registrant"), hereby amends its registration statement on Form S-4 (File No.
333-103679) by filing this Post-Effective Amendment No. 1 on Form S-8
("Post-Effective Amendment") relating to up to 79,795,960 shares of common
stock, par value $0.10, of Devon (the "Common Stock") issuable upon exercise of
options granted pursuant to various plans of Ocean Energy, Inc., a Delaware
Corporation ("Ocean"). All shares of common stock issuable upon exercise of the
options granted pursuant to the plans covered by this Post-Effective Amendment
were previously included in the Form S-4.
Pursuant to the Agreement and Plan of Merger, as amended, dated as of
February 23,2003 (the "Merger Agreement"), by and among Devon, Devon NewCo
Corporation ("NewCo") and Ocean, on April 25, 2003, NewCo merged with and into
Ocean, with Ocean being the surviving corporation and a subsidiary of Devon
(the "Merger"). Pursuant to the Merger Agreement, at the effective time of the
Merger, all options then outstanding under the stock option plans of Ocean
remain outstanding but cease to represent a right to acquire Ocean common stock
and convert into options to purchase shares of Common Stock. The stock option
plans included in the terms of the Merger Agreement are:
(a) Global Natural Resources Inc. Key Employee Stock Option Plan
(1989)
(b) Global Natural Resources Inc. 1992 Stock Option Plan
(c) Seagull Energy Corporation 1983 Stock Option Plan
(d) Seagull Energy Corporation 1990 Stock Option Plan
(e) Ocean Energy, Inc. 1998 Long Term Incentive Plan
(f) Ocean Energy, Inc. Long Term Incentive Plan for Non-executive
Employees
(g) United Meridian Corporation 1994 Employee Nonqualified Stock
Option Plan
(h) Seagull Energy Corporation 1998 Omnibus Stock Option Plan
(i) Ocean Energy, Inc. 1996 Long Term Incentive Plan
(j) Ocean Energy, Inc. 1994 Long Term Incentive Plan
(k) United Meridian Corporation 1994 Outside Director's
Nonqualified Stock Option Plan
(l) Seagull Energy Corporation 1993 Non-employee Directors' Stock
Option Plan
(m) Seagull Energy Corporation 1993 Stock Option Plan
(n) Seagull Energy Corporation 1995 Omnibus Stock Plan
(o) Ocean Energy Inc. 1999 Long Term Incentive Plan
(p) Ocean Energy, Inc. 2001 Long Term Incentive Plan
(q) United Meridian Corporation 1987 Nonqualified Stock Option
Plan
(r) Ocean Energy, Inc. Employee Stock Purchase Plan
PART I
INFORMATION REQUIRED IN
A SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION(1)
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION(1)
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(1) Information required by Part I to be contained in a Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Note to Part
I of the Form S-8 and has been or will be sent or given to participants in the
Plans as specified in Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Ocean Energy, Inc. (commission file
number 001-08094) with the Securities and Exchange Commission are incorporated
herein by reference:
(a) Ocean Energy, Inc's Annual Report on Form 10-K/A filed
pursuant to Section 13(a) under the Exchange Act.
(b) Ocean Energy, Inc's Current Reports on Form 8-K filed on
April 25, 2003, April 14, 2003, April 4, 2003, and
February 25, 2003.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Registrant Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, filed with the Commission pursuant to
Section 13(a) under the Exchange Act. (Exchange Act File No.
000-30176)
(b) The Registrant current Reports on Form 8-K filed with the
Commission pursuant to Section 13(a) under the Exchange Act on
February 7, 2003, February 24, 2003, April 2, 2003, April 14,
2003 and [April 25, 2003]. (Exchange Act File No. 000-30176)
(c) The description of the Registrant common stock, par value $.10
per share (the "Common Stock") included in the Company's
Registration Statement on Form S-3 (Registration No.
333-50034) filed by the Registrant with the Commission on
December 15, 2000, including any amendment or report filed
with the Commission for the purpose of updating that
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicate that all shares of common stock covered by this
Registration Statement have been sold or which deregisters all such shares
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except to the extent indicated below, there is no charter provision,
by-law, contract, arrangement or statute under which any director or officer of
Registrant is insured or indemnified in any manner against any liability which
he or she may incur in his or her capacity as such.
Article VIII of the Amended and Restated Certificate of Incorporation
of Registrant contains a provision, permitted by Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL"), limiting the personal monetary
liability of directors for breach of fiduciary duty as a director. The DGCL and
the Amended and Restated Certificate of Incorporation of the Registrant provide
that such provision does not eliminate or limit liability,
(1) for any breach of the director's duty of loyalty to Registrant
or its stockholders,
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the
DGCL, or
(4) for any transaction from which the director derived an
improper benefit.
Section 145 of the DGCL permits indemnification against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with actions, suits or
proceedings in which a director, officer, employee or agent is a party by reason
of the fact that he or she is or was such a director, officer, employee or
agent, if he or she acted in good faith and in a manner he or she 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 reasonable cause to
believe his or her conduct was unlawful. However, in connection with actions by
or in the right of the corporation, such indemnification is not permitted if
such person has been adjudged liable to the corporation unless the court
determines that, under all of the circumstances, such person is nonetheless
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. Article VIII of the Registrant's Restated Certificate of Incorporation
provides for such indemnification.
Section 145 also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against any liability which
may be asserted against, or incurred by, such persons in their capacities as
directors or officers of the corporation whether or not Registrant would have
the power to indemnify such persons against such liabilities under the
provisions of such sections. Registrant has purchased such insurance.
Section 145 further provides that the statutory provision is not
exclusive of any other right to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or independent directors, or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
Article VIII of the by-laws of Registrant contains provisions regarding
indemnification, which parallel those described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
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, 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.
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 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;
(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 registration statement is on Form
S-3 or Form S-8, and 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 Commission by the Registrant
pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose 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. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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
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 Securities Act and will
be governed by the final adjudication of such issue.
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 Oklahoma City, State of Oklahoma, on April 25, 2003.
DEVON ENERGY CORPORATION
By: /s/ J. LARRY NICHOLS
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J. Larry Nichols,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 25, 2003.
Signature Title
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/s/ J. LARRY NICHOLS
--------------------------------------------------------------- Chairman and Chief Executive Officer (Principal
J. Larry Nichols Executive Officer and Director)
*
--------------------------------------------------------------- Senior Vice President - Finance (Principal
William T. Vaughn Financial Officer)
*
--------------------------------------------------------------- Vice President - Accounting (Principal Accounting
Danny J. Heatly Officer)
*
---------------------------------------------------------------
Thomas F. Ferguson Director
*
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David M. Gavrin Director
*
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Michael E. Gellert Director
*
---------------------------------------------------------------
John A. Hill Director
*
--------------------------------------------------------------- Director
William J. Johnson
*
--------------------------------------------------------------- Director
Michael M. Kanovsky
*
--------------------------------------------------------------- Director
J. Todd Mitchell
*
--------------------------------------------------------------- Director
Robert Mosbacher, Jr.
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*An asterisk denotes execution by J. Larry Nichols, as attorney-in-fact.
EXHIBIT INDEX
Exhibit No. Document
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4.1 Devon's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3 to Devon's Form 8-K filed
on August 18, 1999. (File No. 000-30176))
4.2 Devon's Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Devon's Registration Statement
on Form S-4 filed on June 22, 2000, File No. 333-39908).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to Devon's Registration Statement on
Form S-3 filed on October 4, 2002, File No. 333-100308).
4.4 Rights Agreement dated as of August 17, 1999 between Devon and BankBoston, N.A. (incorporated by reference to
Exhibit 4.2 to Devon's Form 8-K filed on August 18, 1999).
4.5 Amendment to Rights Agreement dated as of May 25, 2000 between Devon and Fleet National Bank (f/k/a BankBoston,
N.A.) (incorporated by reference to Exhibit 4.2 to Devon's Form S-4 filed on June 22, 2000, File No. 333-39908).
4.6 Amendment to Rights Agreement, dated as of October 4, 2001, by and between Devon and Fleet National Bank (f/k/a/
Bank Boston, NA.) (incorporated by reference to Exhibit 99.1 to Devon's Form 8-K filed on October 11, 2001).
4.7 Amendment to Rights Agreement, dated September 13, 2002, between Devon and Wachovia Bank, N.A. (incorporated by
reference to Exhibit 4.9 to Devon's Registration Statement on Form S-3 filed on October 4, 2002, File No.
333-100308).
5.1 Opinion of Mayer, Brown, Rowe & Maw regarding the legality of the shares of Devon common stock to be registered
under this Registration Statement. ***
23.1 Consent of Mayer, Brown, Rowe & Maw (contained in its opinion in Exhibit 5.1).
23.2 Consent of KPMG LLP (as to its report on the consolidated financial statements of Devon Energy Corporation)
23.3 Consent of KPMG LLP (as to its report on the consolidated financial statements of Ocean Energy, Inc.)
23.4 Consent of Miller and Lents, Ltd. ***
23.5 Consent of AJM Petroleum Consultants.***
23.6 Consent of LaRoche Petroleum Consultants, Ltd.***
23.7 Consent of Paddock Lindstrom & Associates, Ltd.***
23.8 Consent of Ryder Scott Company, L.P.***
23.9 Consent of Gilbert Laustsen Jung Associates Ltd.***
24.1 Power of Attorney***
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*** Included with the original filing of Devon Energy Corporation's
Registration Statement (Registration No. 333-103679) as filed on March
7, 2003.