As filed with the Securities and Exchange Commission on May 2, 2003
File 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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DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 73-1567067
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
20 North Broadway 73102-8260
Oklahoma City, Oklahoma (Zip Code)
(Address of Principal Executive Offices)
Ocean Energy, Inc.
Retirement Savings Plan
(Full Title of the Plan)
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
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(3) PER SHARE(4) PRICE(4) FEE
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Common Stock, par value
$0.10 per share (2).... 1,000,000 $47.15 $47,150,000 $3,815
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(1) Pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Ocean Energy, Inc. Retirement Savings Plan.
(2) Includes the preferred stock purchase rights associated with the Common
Stock of Devon Energy Corporation.
(3) Pursuant to Rule 416(a), also being registered hereby are an
indeterminate number of additional shares as may be issued pursuant to
the anti-dilution provisions of the plan.
(4) In accordance with Rule 457(h)(1), the offering price was computed upon
the basis of the average of the high and low sale prices of the shares
reported on the American Stock Exchange on April 30, 2003 which was
$47.15.
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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)
_________________
(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, which have been filed by Devon Energy
Corporation, a corporation organized under the laws of the State of Delaware
(the "Company" or the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:
(a) The Company's 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 Company's 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 Company's 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 Company 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 indicates 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 30, 2003.
DEVON ENERGY CORPORATION
By: /s/ J. LARRY NICHOLS
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Name: J. Larry Nichols
Title: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Devon Energy Corporation hereby constitutes and appoints J.
Larry Nichols, William T. Vaughn and Marian J. Moon, and each of them,
severally, as his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in any and all capacities, with full power to act alone,
to sign any and all amendments to this registration statement, and to file each
such amendment to this registration statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorney-in-fact and agent full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent 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 and on the date indicated.
Name Title Date
---- ----- ----
/s/ J. LARRY NICHOLS Chairman and Chief Executive April 30, 2003
------------------------------- Officer (Principal
J. Larry Nichols Executive Officer and
Director)
/s/ WILLIAM T. VAUGHN Senior Vice April 30, 2003
------------------------------- President-Finance
William T. Vaughn (Principal Financial
Officer)
/s/ DANNY J. HEATLY Vice President - April 30, 2003
------------------------------- Accounting
Danny J. Heatly (Principal Accounting
Officer)
/s/ THOMAS F. FERGUSON Director April 30, 2003
-------------------------------
Thomas F. Ferguson
/s/ DAVID M. GAVRIN Director April 30, 2003
-------------------------------
David M. Gavrin
/s/ MICHAEL E. GELLERT Director April 30, 2003
-------------------------------
Michael E. Gellert
/s/ JOHN A. HILL Director April 30, 2003
-------------------------------
John A. Hill
/s/ WILLIAM J. JOHNSON Director April 30, 2003
-------------------------------
William J. Johnson
/s/ MICHAEL M. KANOVSKY Director April 30, 2003
-------------------------------
Michael M. Kanovsky
/s/ J. TODD MITCHELL Director April 30, 2003
-------------------------------
J. Todd Mitchell
/s/ ROBERT A. MOSBACHER, JR. Director April 30, 2003
-------------------------------
Robert A. Mosbacher, Jr.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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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).
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).
4.8 Ocean Energy, Inc. Retirement Savings Plan.
23.1 Consent of KPMG LLP (as to its report on the consolidated
financial statements of Devon Energy Corporation)
23.2 Consent of KPMG LLP (as to its report on the consolidated
financial statements of Ocean Energy, Inc.)
23.3 Consent of Miller and Lents, Ltd.
23.4 Consent of AJM Petroleum Consultants.
23.5 Consent of LaRoche Petroleum Consultants, Ltd.
23.6 Consent of Paddock Lindstrom & Associates, Ltd.
23.7 Consent of Ryder Scott Company, L.P.
23.8 Consent of Gilbert Laustsen Jung Associates Ltd.
24.1 Power of Attorney (appears on the signature page of this
Registration Statement).