AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 2003.
REGISTRATION NO. 333-
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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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NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1133047
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(Address of principal executive offices, including zip code)
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NEWFIELD EXPLORATION COMPANY
2000 OMNIBUS STOCK PLAN
(Full title of the plan)
TERRY W. RATHERT
NEWFIELD EXPLORATION COMPANY
363 N. SAM HOUSTON PARKWAY E. SUITE 2020
HOUSTON, TEXAS 77060
(Name and address of agent for service)
(281) 847-6000
(Telephone number, including area code, of agent for service)
Copies to:
James H. Wilson
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PER SHARE PRICE FEE
-------------------------------- ------------------- -------------------- --------------------- -------------------
Common Stock (including
attached preferred share
purchase rights)............... 2,000,000 shares $32.44 (3) $64,880,000 $5,969
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act") this registration statement also covers any additional
shares of common stock which become issuable under the antidilution
provision of the plans being registered pursuant to this registration
statement by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without the receipt of
consideration, which results in an increase in the number of the
registrant's outstanding shares of common stock.
(2) A total of 2,000,000 shares of Common Stock issuable pursuant to the terms
of the Newfield Exploration Company 2000 Omnibus Stock Plan were
previously registered on a Registration Statement on Form S-8 (File No.
333-55110).
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) under the Securities Act.
The offering price per share and aggregate offering price for the unissued
stock options and common stock are based upon the average of the high and
low prices of registrant's common stock as reported on the New York Stock
Exchange on February 18, 2003.
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EXPLANATORY NOTE
On February 6, 2001, Newfield Exploration Company (the "Company")
filed a Registration Statement on Form S-8 (File No. 333-55110) (the "Initial
Form S-8") with respect to an aggregate of 2,500,000 shares of common stock,
par value $.01 per share, of the Company ("Common Stock") issuable in
accordance with the terms of the Newfield Exploration Company 2000 Omnibus
Stock Plan, the Newfield Exploration Company 2000 Non-Employee Director
Restricted Stock Plan and the Newfield Exploration Company 2001 Employee Stock
Purchase Plan. On February 14, 2002, the Board of Directors of the Company
amended and restated the Newfield Exploration Company 2000 Omnibus Stock Plan
(as amended and restated, the "Plan") principally to increase the number of
shares of Common Stock authorized for issuance thereunder from 2,000,000 to
4,000,000. At the annual meeting of stockholders of the Company held on May 2,
2002, the stockholders of the Company also approved the Plan. Accordingly, this
registration statement is being filed to register such 2,000,000 additional
shares of Common Stock, and the contents of the Initial Form S-8 are
incorporated by reference herein. In addition, pursuant to General Instruction
E. to Form S-8, all required opinions and consents are filed as exhibits
hereto.
EXPERTS
The consolidated financial statements incorporated in this
registration statement by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 2001 have been so incorporated in reliance on
the report (which contains an explanatory paragraph relating to our change in
accounting method for our derivatives and hedging activities and our crude oil
inventories as described in Note 1 to the consolidated financial statements) of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of EEX Corporation appearing in
EEX Corporation's Annual Report (Form 10-K) for the year ended December 31,
2001 incorporated by reference herein have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon (which contains an
explanatory paragraph describing conditions that raise substantial doubt about
EEX's ability to continue as a going concern as described in Note 2 to the
consolidated financial statements) included therein. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
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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 Houston, State of Texas, on the 12th day of
February, 2003.
NEWFIELD EXPLORATION COMPANY
By: /s/ Terry W. Rathert
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Terry W. Rathert
Vice President and Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Trice, Terry W. Rathert, Brian
L. Rickmers and C. William Austin, or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 12th day of February, 2003.
SIGNATURE TITLE
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/s/ David A. Trice President and Chief Executive Officer and Director
------------------- (Principal Executive Officer)
David A. Trice
/s/ Terry W. Rathert Vice President and Chief Financial Officer
--------------------- (Principal Financial Officer)
Terry W. Rathert
/s/ Brian L. Rickmers Controller (Principal Accounting Officer)
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Brian L. Rickmers
/s/ Philip J. Burguieres Director
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Philip J. Burguieres
/s/ Charles W. Duncan, Jr. Director
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Charles W. Duncan, Jr.
/s/ Joe B. Foster Director
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Joe B. Foster
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SIGNATURE TITLE
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/s/ Claire S. Farley Director
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Claire S. Farley
/s/ Dennis R. Hendrix Director
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Dennis R. Hendrix
/s/ Terry Huffington Director
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Terry Huffington
/s/ Howard H. Newman Director
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Howard H. Newman
/s/ Thomas G. Ricks Director
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Thomas G. Ricks
/s/ David F. Schaible Director
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David F. Schaible
/s/ C. E. Shultz.. Director
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C.E. Shultz
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INDEX TO EXHIBITS
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page to this
registration statement)