AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 2001
REGISTRATION NO. 33-59504
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
1600 Broadway
Suite 2200
Denver, Colorado 80202
(303) 812-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RETIREMENT SAVINGS PLAN OF FOREST OIL CORPORATION
(full title of the plan)
Newton W. Wilson, III
Senior Vice President-Legal Affairs
and Corporate Secretary
1600 Broadway
Suite 2200
Denver, Colorado 80202
(303) 812-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
Alan P. Baden
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
(917) 206-8000
(917) 206-8100 (fax)
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
relating to this Registration Statement also relates to Registration Statement
Nos. 2-74151, 2-76946 and 33-2748.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 is being filed solely for the purpose of amending the exhibit list and
adding new exhibits 4.12, 4.13 and 24.1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934 as indicated below:
EXHIBIT NO. EXHIBIT
----------- -----------------------------------------------------------------
4.1 Restated Certificate of Incorporation of Forest Oil Corporation,
dated October 14, 1993, incorporated herein by reference to
Exhibit 3(i) to Form 10-Q for Forest Oil Corporation for the
quarter ended September 30, 1993 (File No. 0-4597).
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation, dated as of July 20, 1995, incorporated herein by
reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File No.
0-4597).
4.3 Certificate of Amendment of the Certificate of Incorporation,
dated as of July 26, 1995, incorporated herein by reference to
Exhibit 3(i)(b) to Form 10-Q for Forest Oil Corporation for the
quarter ended June 30, 1995 (File No. 0-4597).
4.4 Certificate of Amendment of the Certificate of Incorporation
dated as of January 5, 1996, incorporated herein by reference to
Exhibit 3(i)(c) to Forest Oil Corporation's Registration
Statement on Form S-2 (File No. 33-64949).
4.5 Certificate of Amendment of the Certificate of Incorporation
dated as of December 7, 2000, incorporated herein by reference to
Exhibit 3(i)(d) to Form 10-K for Forest Oil Corporation for the
year ended December 31, 2000 (File No. 001-13515).
4.6 Restated Bylaws of Forest Oil Corporation dated as of February
14, 2001, incorporated herein by reference to Exhibit 3(ii) to
Form 10-K for Forest Oil Corporation for the year ended December
31, 2000 (File No. 001-13515).
4.7 Rights Agreement between Forest Oil Corporation and Mellon
Securities Trust Company, as Rights Agent dated as of October 14,
1993, incorporated herein by reference to Exhibit 4.3 to Form
10-Q for Forest Oil Corporation for the quarter ended September
30, 1993 (File No. 0-4597).
4.8 Amendment No. 1, dated as of July 27, 1995, to Rights Agreement
dated as of October 14, 1993 between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 99.5 of Form 8-K for Forest Oil Corporation dated
October 11, 1995 (File No. 0-4597).
4.9 Amendment No. 2, dated as of June 25, 1998, to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 99.1 to Form 8-K for Forest Oil Corporation, dated
June 25, 1998 (File No. 001-13515).
4.10 Amendment No. 3, dated as of September 1, 1998, to Rights
Agreement, dated as of October 14, 1993, between Forest Oil
Corporation and Mellon Securities Trust Company, incorporated
herein by reference to Exhibit 4.13 to Forest Oil Corporation
Registration Statement on Form S-4, dated November 6, 2000 (File
No. 333-49376).
4.11 Amendment No. 4, dated as of July 10, 2000, to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 4.14 to Forest Oil Corporation Registration Statement
on Form S-4, dated November 6, 2000 (File No. 333-49376).
2
EXHIBIT NO. EXHIBIT
----------- -----------------------------------------------------------------
4.12* Retirement Savings Plan of Forest Oil Corporation, amended and
restated as of August 1, 2001.
4.13* The Schwabplan(R) Directed Employee Benefit Trust Agreement dated
as of July 23, 2001 between Forest Oil Corporation and The
Charles Schwab Trust Company, as Trustee.
5.1** Opinion of Vinson & Elkins L.L.P., relating to the legality of
the Common Stock, par value $.10 per share, of Forest Oil
Corporation registered pursuant hereto.
The undersigned registrant hereby undertakes to submit the
Retirement Savings Plan of Forest Oil Corporation and any
amendment thereto to the Internal Revenue Service in a timely
manner and will make all changes required by the IRS in order to
qualify the Plan.
23.1** Consent of KPMG LLP
23.2** Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1* Powers of Attorney (included on the original signature pages
hereof)
-------------------
* Filed herewith.
** Previously filed.
3
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 Denver, State of Colorado, on August 30, 2001.
FOREST OIL CORPORATION
By: /s/ ROBERT S. BOSWELL
-------------------------------
Robert S. Boswell
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints 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 Chairman and Chief Executive August 30, 2001
------------------------- Officer
Robert S. Boswell (Principal Executive Officer)
/s/ David H. Keyte Executive Vice President and August 30, 2001
------------------------- Chief Financial Officer
David H. Keyte (Principal Financial Officer)
/s/ Joan C. Sonnen Vice President - Controller, August 30, 2001
------------------------- Chief Accounting Officer and
Joan C. Sonnen Assistant Secretary
(Principal Accounting Officer)
/s/ Philip F. Anschutz Director August 30, 2001
-------------------------
Philip F. Anschutz
/s/ William L. Britton Director August 30, 2001
-------------------------
William L. Britton
/s/ Cortlandt S. Dietler Director August 30, 2001
-------------------------
Cortlandt S. Dietler
Director
-------------------------
Dod A. Fraser
/s/ Cannon Y. Harvey Director August 30, 2001
-------------------------
Cannon Y. Harvey
/s/ Forrest E. Hoglund Director August 30, 2001
-------------------------
Forrest E. Hoglund
/s/ Stephen A. Kaplan Director August 30, 2001
-------------------------
Stephen A. Kaplan
/s/ James H. Lee Director August 30, 2001
-------------------------
James H. Lee
/s/ Craig D. Slater Director August 30, 2001
-------------------------
Craig D. Slater
4
SIGNATURE TITLE DATE
------------------------- ------------------------------- ---------------
/s/ Michael B. Yanney Director August 30, 2001
-------------------------
Michael B. Yanney
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Retirement Savings Plan of Forest Oil
Corporation) have 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 August 30, 2001.
RETIREMENT SAVINGS PLAN OF FOREST OIL
CORPORATION
By: The Forest Oil Corporation Employee
Benefits Committee
By: /s/ David H. Keyte
----------------------------
Name: David H. Keyte
Title: Executive Vice President
and Chief Financial
Officer
5
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
----------- -----------------------------------------------------------------
4.1 Restated Certificate of Incorporation of Forest Oil Corporation,
dated October 14, 1993, incorporated herein by reference to
Exhibit 3(i) to Form 10-Q for Forest Oil Corporation for the
quarter ended September 30, 1993 (File No. 0-4597).
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation, dated as of July 20, 1995, incorporated herein by
reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File No.
0-4597).
4.3 Certificate of Amendment of the Certificate of Incorporation,
dated as of July 26, 1995, incorporated herein by reference to
Exhibit 3(i)(b) to Form 10-Q for Forest Oil Corporation for the
quarter ended June 30, 1995 (File No. 0-4597).
4.4 Certificate of Amendment of the Certificate of Incorporation
dated as of January 5, 1996, incorporated herein by reference to
Exhibit 3(i)(c) to Forest Oil Corporation's Registration
Statement on Form S-2 (File No. 33-64949).
4.5 Certificate of Amendment of the Certificate of Incorporation
dated as of December 7, 2000, incorporated herein by reference to
Exhibit 3(i)(d) to Form 10-K for Forest Oil Corporation for the
year ended December 31, 2000 (File No. 001-13515).
4.6 Restated Bylaws of Forest Oil Corporation dated as of February
14, 2001, incorporated herein by reference to Exhibit 3(ii) to
Form 10-K for Forest Oil Corporation for the year ended December
31, 2000 (File No. 001-13515).
4.7 Rights Agreement between Forest Oil Corporation and Mellon
Securities Trust Company, as Rights Agent dated as of October 14,
1993, incorporated herein by reference to Exhibit 4.3 to Form
10-Q for Forest Oil Corporation for the quarter ended September
30, 1993 (File No. 0-4597).
4.8 Amendment No. 1, dated as of July 27, 1995, to Rights Agreement
dated as of October 14, 1993 between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 99.5 of Form 8-K for Forest Oil Corporation dated
October 11, 1995 (File No. 0-4597).
4.9 Amendment No. 2, dated as of June 25, 1998, to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 99.1 to Form 8-K for Forest Oil Corporation, dated
June 25, 1998 (File No. 001-13515).
4.10 Amendment No. 3, dated as of September 1, 1998, to Rights
Agreement, dated as of October 14, 1993, between Forest Oil
Corporation and Mellon Securities Trust Company, incorporated
herein by reference to Exhibit 4.13 to Forest Oil Corporation
Registration Statement on Form S-4, dated November 6, 2000 (File
No. 333-49376).
4.11 Amendment No. 4, dated as of July 10, 2000, to Rights Agreement,
dated as of October 14, 1993, between Forest Oil Corporation and
Mellon Securities Trust Company, incorporated herein by reference
to Exhibit 4.14 to Forest Oil Corporation Registration Statement
on Form S-4, dated November 6, 2000 (File No. 333-49376).
4.12* Retirement Savings Plan of Forest Oil Corporation, amended and
restated as of August 1, 2001.
4.13* The Schwabplan(R) Directed Employee Benefit Trust Agreement dated
as of July 23, 2001 between Forest Oil Corporation and The
Charles Schwab Trust Company, as Trustee.
5.1** Opinion of Vinson & Elkins L.L.P., relating to the legality of
the Common Stock, par value $.10 per share, of Forest Oil
Corporation registered pursuant hereto.
6
EXHIBIT NO. EXHIBIT
----------- -----------------------------------------------------------------
23.1** Consent of KPMG LLP
23.2** Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1* Powers of Attorney (included on the original signature pages
hereof)
-------------------
* Filed herewith.
** Previously filed.
7