As filed with the Securities and Exchange Commission on May 24, 2002
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 25-0484900 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1600 Broadway
Suite 2200
Denver, Colorado 80202
(Address of principal executive offices)
Forest Oil Corporation Stock Incentive Plan
(formerly The Forest Oil Corporation 1992 Stock Option Plan
(Full title of the plan)
Newton W. Wilson III
Senior Vice President—Legal Affairs
and Corporate Secretary
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, Colorado 80202
(Name and address of agent for service)
(303) 812-1400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.10 per share | 1,839,321 shares | $26.55 | $48,833,972 | $4,492.73 | ||||
| To be issued under the Stock Incentive Plan | ||||||||
This Registration Statement is being filed to register the issuance of additional shares of the common stock ("Common Stock") of Forest Oil Corporation (sometimes referred to as the "Company") pursuant to the Forest Oil Corporation Stock Incentive Plan (the "Plan") under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-8 (Registration No. 333-05497) filed by the Company with the Securities and Exchange Commission on June 7, 1996 registering the issuance of 2,615,758 shares of Common Stock (currently 1,307,879 shares of Common Stock due to a 1-for-2 reverse stock split effected on December 7, 2000) under the Plan are incorporated herein by reference.
Item 8. Exhibits.
| Exhibit No. |
Description |
|
|---|---|---|
5.1* |
Opinion of Lizbeth J. Stenmark, Senior Counsel of the Company, regarding the validity of the securities being registered. |
|
23.1* |
Consent of KPMG LLP. |
|
23.2 |
Consent of Lizbeth J. Stenmark (included as part of Exhibit 5.1). |
|
24 |
Power of attorney (set forth on the signature page contained in this Registration Statement). |
2
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 24, 2002.
| FOREST OIL CORPORATION | |||
By: |
/s/ ROBERT S. BOSWELL Robert S. Boswell Chairman of the Board and Chief Executive Officer |
||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Boswell, Newton W. Wilson, III and Joan C. Sonnen and each of them, any one of whom may act without the joinder of the others, as his or her true and lawful attorney-in-fact to sign on his or her behalf and in the capacity stated below and to file any and all amendments and post-effective amendments to this registration statement, with all exhibits thereto, with the Securities and Exchange Commission, which amendment or amendments may make such changes and additions in this registration statement as such attorney-in-fact may deem necessary or appropriate.
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.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
/s/ ROBERT S. BOSWELL Robert S. Boswell |
Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer) |
May 24, 2002 |
||
/s/ DAVID H. KEYTE David H. Keyte |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
May 24, 2002 |
||
/s/ JOAN C. SONNEN Joan C. Sonnen |
Vice President—Controller, Chief Accounting Officer and Assistant Secretary (Principal Accounting Officer) |
May 24, 2002 |
||
3
/s/ PHILIP F. ANSCHUTZ Philip F. Anschutz |
Director |
May 24, 2002 |
||
/s/ WILLIAM L. BRITTON William L. Britton |
Director |
May 24, 2002 |
||
/s/ CORTLANDT S. DIETLER Cortlandt S. Dietler |
Director |
May 24, 2002 |
||
/s/ DOD A. FRASER Dod A. Fraser |
Director |
May 24, 2002 |
||
/s/ CANNON Y. HARVEY Cannon Y. Harvey |
Director |
May 24, 2002 |
||
/s/ FORREST E. HOGLUND Forrest E. Hoglund |
Director |
May 24, 2002 |
||
/s/ STEPHEN A. KAPLAN Stephen A. Kaplan |
Director |
May 24, 2002 |
||
/s/ JAMES H. LEE James H. Lee |
Director |
May 24, 2002 |
||
/s/ CRAIG D. SLATER Craig D. Slater |
Director |
May 24, 2002 |
||
/s/ MICHAEL B. YANNEY Michael B. Yanney |
Director |
May 24, 2002 |
4
| Exhibit No. |
Description |
|
|---|---|---|
| 5.1 | Opinion of Lizbeth J. Stenmark, Senior Counsel of the Company, regarding the validity of the securities being registered. | |
23.1 |
Consent of KPMG LLP. |