AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2003
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 41-0747868
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APACHE CORPORATION
EXECUTIVE RESTRICTED STOCK PLAN
(FULL TITLE OF THE PLAN)
ERIC L. HARRY, VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered (1) Registered Share (2) Price (2) Fee (2)
---------------------------- -------------- ------------------ ------------------ ----------------------
Common Stock, par
value $1.25 per share, and 250,000 shares $56.82 $14,205,000 $1,307
associated Preferred Stock
Purchase Rights (3)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and
registration fee are computed on the basis of the average of the high
and low prices of the Common Stock, as reported on The New York Stock
Exchange, Inc. Composite Transactions Reporting System for December 31,
2002.
(3) Preferred Stock Purchase Rights are evidenced by certificates for
shares of the Common Stock and automatically trade with the Common
Stock. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
This registration statement on Form S-8 is being filed by the registrant, Apache
Corporation ("Apache"), for the purpose of registering an additional 250,000
shares of Apache Common Stock, par value $1.25 per share ("Apache Common
Stock"), for issuance under the terms of the Apache Corporation Executive
Restricted Stock Plan, formerly known as the Apache Corporation Pilot Executive
Restricted Stock Plan and referred to herein as the Plan. Such 250,000 shares of
Apache Common Stock have been reserved and authorized for issuance from the
capital stock held in Apache's treasury. A registration statement on Form S-8
for the initial shares issueable under the plan was filed by Apache on July 31,
2002 and amended by the post-effective amendment no. 1 thereto filed on December
30, 2002. The contents of that initial registration statement, as amended, are
incorporated fully herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
CONSENT OF ARTHUR ANDERSEN LLP
The consolidated financial statements of Apache and its subsidiaries as
of and for the year ended December 31, 2001 incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. Arthur Andersen LLP has not consented to the inclusion of their
report in this registration statement, and Apache has dispensed with the
requirement to file their consent in reliance upon Rule 437a of the Securities
Act of 1933. Because Arthur Andersen LLP has not consented to the inclusion of
their report, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act of 1933 for any untrue statements of a material
fact contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.
II - 1
ITEM 8. EXHIBITS.
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File
No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended May 2, 2002
(incorporated by reference to Exhibit 3.1 to Apache's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, Commission File No. 1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form
10-K for the year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent (incorporated by
reference to Exhibit (a) to Apache's Registration Statement on
Form 8-A, dated January 24, 1996, Commission File No. 1-4300)
4.5 Apache Corporation Executive Restricted Stock Plan, as amended
December 18, 2002, effective as of May 2, 2002 (incorporated
by reference to Exhibit 4.5 to Post Effective Amendment No. 1
to Apache's Registration Statement on Form S-8, Registration
No. 333-97403, filed December 30, 2002).
*5.1 Opinion of legal counsel regarding legality of securities
being registered
*23.1 Consent of Ryder Scott Company Petroleum Engineers
*23.2 Consent of legal counsel included in Exhibit 5.1
*24.1 Power of Attorney included as part of the signature pages of
this Registration Statement
----------
*Filed herewith
II - 2
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) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the 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 (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
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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant'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 relating to the
securities offered herein 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) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this registration statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II - 3
(b) 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
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II - 4
SIGNATURES
The Registrant. 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.
APACHE CORPORATION
Date: January 2, 2003 By: /s/ G. Steven Farris
-------------------------------------
G. Steven Farris,
President, Chief Executive Officer
and Chief Operating Officer
POWER OF ATTORNEY
The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint Raymond Plank, G. Steven Farris, Eric L. Harry and Roger
B. Plank, and each of them, with full power of substitution, our true and lawful
attorneys-in-fact to sign and execute, on behalf of the undersigned, any and all
amendments (including post-effective amendments) to this Registration Statement;
and each of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact shall 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 by the following persons, in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. Steven Farris Director;
---------------------------------------- President, Chief Executive Officer
G. Steven Farris and Chief Operating Officer
(Principal Executive Officer) January 2, 2003
/s/ Roger B. Plank Executive Vice President and
---------------------------------------- Chief Financial Officer
Roger B. Plank (Principal Financial Officer) January 2, 2003
/s/ Thomas L. Mitchell Vice President and
---------------------------------------- Controller
Thomas L. Mitchell (Principal Accounting Officer) January 2, 2003
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Raymond Plank Director and
---------------------------------------- Chairman of the Board January 2, 2003
Raymond Plank
/s/ Frederick M. Bohen Director
----------------------------------------
Frederick M. Bohen January 2, 2003
/s/ Randolph M. Ferlic Director
----------------------------------------
Randolph M. Ferlic January 2, 2003
/s/ Eugene C. Fiedorek Director
----------------------------------------
Eugene C. Fiedorek January 2, 2003
/s/ A. D. Frazier, Jr. Director
----------------------------------------
A. D. Frazier, Jr. January 2, 2003
/s/ Patricia Albjerg Graham. Director
----------------------------------------
Patricia Albjerg Graham January 2, 2003
/s/ John A. Kocur Director
----------------------------------------
John A. Kocur January 2, 2003
/s/ George D. Lawrence Jr. Director
----------------------------------------
George D. Lawrence Jr. January 2, 2003
/s/ F. H. Merelli Director
----------------------------------------
F. H. Merelli January 2, 2003
/s/ Rodman D. Patton Director
----------------------------------------
Rodman D. Patton January 2, 2003
/s/ Charles J. Pitman Director
----------------------------------------
Charles J. Pitman January 2, 2003
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File
No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended May 2, 2002
(incorporated by reference to Exhibit 3.1 to Apache's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, Commission File No. 1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form
10-K for the year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent (incorporated by
reference to Exhibit (a) to Apache's Registration Statement on
Form 8-A, dated January 24, 1996, Commission File No. 1-4300)
4.5 Apache Corporation Executive Restricted Stock Plan, as amended
December 18, 2002, effective as of May 2, 2002 (incorporated
by reference to Exhibit 4.5 to Post Effective Amendment No. 1
to Apache's Registration Statement on Form S-8, Registration
No. 333-97403, filed December 30, 2002).
*5.1 Opinion of legal counsel regarding legality of securities
being registered
*23.1 Consent of Ryder Scott Company Petroleum Engineers
*23.2 Consent of legal counsel included in Exhibit 5.1
*24.1 Power of Attorney included as part of the signature pages of
this Registration Statement
----------
*Filed herewith