Form S-8 05/21/02
As filed with the Securities and Exchange Commission on May 21, 2002
Securities Act Registration No. 333-_________
Exchange Act File No. 000-20872
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
St. Mary Land & Exploration Company
(Exact name of registrant as specified in its charter)
Delaware 41-0518430
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Address of Principal Executive Offices) (Zip Code)
St. Mary Land & Exploration Company
Stock Option Plan
and
St. Mary Land & Exploration Company
Incentive Stock Option Plan
(Full title of the plans)
Mark A. Hellerstein
President and Chief Executive Officer
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)
(303) 861-8140
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Proposed maximum
class of securities Amount to be Proposed maximum aggregate offering Amount of
to be registered registered offering price per share price registration fee
---------------- ---------- ------------------------ ----------------------- ----------------
Common stock, 1,000,000 shares $24.21(1) $24,210,000 $2,227(2)
$.01 par value
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(1) Solely for the purpose of computing the registration fee in accordance with
Rule 457(h), the price shown is based upon the price of $24.21 per share, which
is the average of the high and low selling prices for the registrant's common
stock as reported on the Nasdaq National Market on May 17, 2002.
(2) Calculated under Section 6(b) of the Securities Act as .000092 of
$24,210,000.
This registration statement relates to the previously filed
registration statements discussed below and is being filed under General
Instruction E. of Form S-8 in order to register additional shares of the same
class as other securities for which registration statements filed on this form
relating to the same employee benefit plans are effective.
On June 25, 1997, the registrant filed a registration statement on Form
S-8 (File No. 333-30055) to register 754,614 shares of common stock, which
included 700,000 shares of common stock issuable under the St. Mary Land &
Exploration Company Stock Option Plan and the St. Mary Land & Exploration
Company Incentive Stock Option Plan (the "Plans"). On April 21, 2000, the
registrant filed a registration statement on Form S-8 (File No. 333-35352) to
register an additional 950,000 shares of common stock issuable under the Plans.
The contents of those registration statements are incorporated by reference into
this registration statement. Under Rule 416, those registration statements are
deemed to cover an additional 1,650,000 shares of common stock, or a total of
3,300,000 shares of common stock, as a result of a two shares-for-one share
forward stock split effected in the form of a stock dividend distributed in
September 2000. The registrant is now filing this separate registration
statement to register an additional 1,000,000 shares of common stock which as a
result of amendments to the Plans may be issued thereunder.
Item 8. Exhibits.
The following exhibits are furnished as part of this registration
statement:
Exhibit
No. Description
------------- ---------------------------------------------------------------
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.1)*
23.3 Consent of Ryder Scott Company, L.P.*
24.1 Power of Attorney (included in signature page hereof)*
99.1 St. Mary Land & Exploration Company Stock Option Plan, as
amended on March 25, 1999, January 27, 2000 and March 29, 2001*
99.2 St. Mary Land & Exploration Company Incentive Stock Option
Plan, as amended on March 25, 1999, January 27, 2000 and
March 29, 2001*
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* Filed herewith.
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 Denver, State of Colorado, on May 20, 2002.
ST. MARY LAND & EXPLORATION COMPANY
By: /S/ MARK A. HELLERSTEIN
---------------------------------
Mark A. Hellerstein,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes,
constitutes and appoints Mark A. Hellerstein his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his own name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments and other amendments
thereto) to this Registration Statement on Form S-8 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 as
he could do in person, hereby 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
-------------------------- ---------------------------------- -------------
/S/ THOMAS E. CONGDON Chairman of the Board and Director May 14, 2002
--------------------------
Thomas E. Congdon
/S/ MARK A. HELLERSTEIN President, Chief Executive Officer May 20, 2002
-------------------------- and Director
Mark A. Hellerstein
/S/ RONALD D. BOONE Executive Vice President, Chief May 13, 2002
-------------------------- Operating Officer and Director
Ronald D. Boone
/S/ RICHARD C. NORRIS Vice President - Finance, Secretary May 13, 2002
-------------------------- and Treasurer
Richard C. Norris
/S/ GARRY A. WILKENING Vice President - Administration May 16, 2002
-------------------------- and Controller
Garry A. Wilkening
Director May ___, 2002
--------------------------
Larry W. Bickle
/S/ DAVID C. DUDLEY Director May 17, 2002
--------------------------
David C. Dudley
/S/ AREND J. SANDBULTE Director May 13, 2002
--------------------------
Arend J. Sandbulte
/S/ JOHN M. SEIDL Director May 16, 2002
--------------------------
John M. Seidl
/S/ ROBERT L. NANCE Director May 16, 2002
--------------------------
Robert L. Nance
/S/ JACK HUNT Director May 13, 2002
--------------------------
Jack Hunt
/S/ WILLIAM J. GARDINER Director May 15, 2002
--------------------------
William J. Gardiner