As filed with the Securities and Exchange Commission on June 27, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 04-3072771 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
1200 Enclave Parkway Houston, Texas |
77077 | |
| (Address of principal executive offices) | (Zip Code) | |
Cabot Oil & Gas Corporation Mineral, Royalty and Overriding Royalty Interest Plan
(Full title of the plan)
Lisa A. Machesney
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
(Name and address of agent for service)
(281) 589-4600
(Telephone number, including area code, of agent for service)
Copy to:
J. David Kirkland, Jr.
Tull R. Florey
Baker Botts L.L.P.
910 Louisiana
Houston, Texas 77002
(713) 229-1234
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Proposed Maximum
Aggregate Offering Price(1) |
Amount of Registration Fee | ||||
|
Mineral, royalty and overriding royalty interests acquired by the Registrant from time to time |
$ | 10,000,000 | $ | 1,070 | ||
| (1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Cabot Oil & Gas Corporation (the “Registrant” or the “Company”) will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant will furnish to the Commission or its staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Company (File No. 1-10447) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated in this Registration Statement by reference:
| (1) | the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 filed March 6, 2006; |
| (2) | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 filed May 8, 2006; and |
| (3) | the Company’s Current Reports on Form 8-K filed March 1, 2006, May 8, 2006 and June 5, 2006. |
All documents filed with the Commission by the Company pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained herein, in an amendment hereto or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Company may acquire mineral, royalty and overriding royalty interests (the “Company Interests”) in oil and natural gas properties from time to time. The Company’s mineral interest would cover the right to enter land to explore for, drill and produce the minerals in place, together with the right to lease the land and retain the benefits of any such lease, including bonuses, royalties and delay rentals. The Company’s royalty interest would include the right to share in oil and natural gas if, as and when produced, free of the costs of exploration and production. The Company’s overriding royalty interest would include the right to share in oil and natural gas if, as and when produced, free of the costs of exploration and production, which is in addition to lessor’s royalty and is typically created out of the working interest.
Pursuant to the Company’s Mineral, Royalty and Overriding Royalty Interest Plan (the “Plan”), certain employees of the Company (each a “Participant”) whose participation in the Plan has been approved by the
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Compensation Committee of the Company’s Board of Directors (the “Committee”) may be offered the opportunity to purchase a portion of the Company Interests (the portion subject to the Plan, the “Interests”) from the Company for cash at a price determined using the same cost basis as the Company acquired such Interests.
A description of the Interests in particular oil and natural gas properties to be offered under the Plan will be described in the documents sent or given to Participants as set forth in Part I above.
Executive Rights; Company Determinations with Respect to Interests
In connection with any mineral interests offered under the Plan, the Company will retain all executive rights related to such mineral interests, including the right to take all actions and to make all judgments with respect to the leasing of such mineral interests to the Company, any of its affiliates or any unaffiliated third parties, and the right to receive all bonus, rental and shut-in royalty payments under any such leases. After receipt of any bonus, rental and shut-in royalty payments, the Company will allocate and pay Participants their pro rata share of such bonus, rental and shut-in royalty payment.
The Company will make any determinations with respect to the acquisition of oil and natural gas properties, and may conduct and carry on, or may contract for, the exploration, development, maintenance and operation of any such properties, in any manner it so desires, without regard to the participation by Participants in the Plan and without any liability to Participants. In addition, the Company may transfer and dispose of, and may take or omit to take any other action with respect to, all or any of its Company Interests from time to time in any such manner. For the avoidance of doubt, (a) the Company will have no obligation to conduct any drilling operations or take any other action upon or with respect to any property subject to an Interest under the Plan or to continue to operate any well or to operate or maintain in force or attempt to maintain in force any lease thereon, including by payment of delay rentals, shut-in royalties, compensatory royalties or other payments or by the drilling of any wells upon any such lease, or in any other manner, and the extent and duration of all operations, as well as the preservation of any such lease by delay rental payments or otherwise, will be at the sole discretion of the Company, and (b) the Company will have the right at any time to surrender, abandon or otherwise terminate any such lease in whole or in part without any liability to Participants.
The Company will make all determinations with respect to the acquisition, exploration, development, maintenance and operation of any property subject to an Interest under the Plan using the same criteria (or criteria less favorable to the property subject to an Interest) as it would use were such property not subject to such an Interest (that is, the Company will not favor properties subject to Interests under the Plan over properties not subject to such Interests when allocating Company resources in the acquisition, exploration, development, maintenance and operation of its properties).
Transfers by Participants
A Participant may not transfer or dispose of any Interest held by him or her unless such Participant has complied with the provisions of the Plan and any assignment, conveyance or other instrument or document executed by such Participant in connection with his purchase of such Interest.
Except as provided below, a Participant may only transfer or dispose of any Interest (1) with the prior written consent of the Company, which it may withhold in its sole discretion, and (2) after allowing the Company a preferential purchase right on the following terms. If at any time any Participant desires to transfer or dispose of any Interest held by him, such Participant must first give to the Company written notice thereof stating: (a) the amount of the Interest offered by such Participant; (b) the form of consideration (which will be either cash or a promissory note containing reasonable and customary terms) at which such Interest is offered (the “Offered Price”); (c) the name and address of the proposed transferee from which the Participant has a bona fide offer to purchase the Interest; (d) the proposed time of closing and payment for the Interest; and (e) any other relevant material terms of the proposed sale. Upon receipt of such notice, the Company will have a right to purchase all or any portion of the offered Interest within 30 days of receipt of such notice at a purchase price equal to the Offered Price or such other price as may be agreed upon by the Company and the Participant.
The restrictions contained in the preceding paragraph will not apply to a Participant’s transfer of 100% of his or her Interest to (1) any member of the immediate family of such Participant or (2) any trust or other estate
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planning entity whose principal beneficiary or beneficiaries are such Participant and/or one or more members of the immediate family of such Participant; provided that, prior to such transfer, the transferee agrees to be bound in writing by the restrictions on transfer contained herein and in any assignment, conveyance or other instrument or document executed by such Participant in connection with his purchase of the Interest to be transferred, and that any transfer of interests in any such trust or estate planning entity holding an Interest shall be subject to the same restrictions on transfer as the Interest so held.
The conveyance of the Interests to Participants will be without warranty of title, express or implied. Participants will only be conveyed a portion of what the Company acquired when it acquired the applicable Company Interest.
The description above is a summary only and is qualified in its entirety by reference to the Plan and the forms of conveyance of mineral and/or royalty interest and conveyance of overriding royalty interest, which are filed as exhibits to this
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director or officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that he acted in good faith and in a manner he 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 conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and others in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such director or officer against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.
Article XXXVIII of the Company’s By-laws provides for indemnification of the directors and officers of the Company to the full extent permitted by law, as now in effect or later amended. Article XXXVIII of the By-laws provides that expenses incurred by a director or officer in defending a suit or other similar proceeding shall be paid by the Company upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such director or officer is not entitled to be indemnified by the Company.
Additionally, the Company’s Certificate of Incorporation (the “Charter”) contains a provision that limits the liability of the Company’s directors to the fullest extent permitted by the Delaware General Corporation Law. The provision eliminates the personal liability of directors to the Company or its stockholders for monetary damages for breach of the director’s fiduciary duty of care as a director. As a result, stockholders may be unable to recover monetary damages against directors for negligent or grossly negligent acts or omissions in violation of their duty of care. The provision does not change the liability of a director for breach of his duty of loyalty to the Company or to stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for the declaration or payment of dividends in violation of Delaware law, or in respect of any transaction from which a director receives an improper personal benefit.
In addition to its Charter and By-law provisions, the Company has taken such other steps as are reasonably necessary to effect its indemnification policy. The Company has placed in effect insurance which purports (a) to insure it against certain costs of indemnification which may be incurred by it pursuant to the aforementioned By-law
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provision or otherwise and (b) to insure the officers and directors of the Company and of specified subsidiaries against certain liabilities incurred by them in the discharge of their functions as officers and directors except for liabilities arising from their own malfeasance. The Company has also entered into indemnification agreements with individual officers and directors. These agreements generally provide such officers and directors with a contractual right to indemnification to the full extent provided by applicable law and the By-laws of the Company as in effect at the respective dates of such agreements.
Agreements which may be entered into with underwriters, dealers and agents who participate in the distribution of
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as a part of this Registration Statement or incorporated by reference herein:
|
Exhibit
Number |
Document |
|
| 4.1 | Cabot Oil & Gas Corporation Mineral, Royalty and Overriding Royalty Interest Plan. | |
| 4.2 | Form of Conveyance of Mineral and/or Royalty Interest. | |
| 4.3 | Form of Conveyance of Overriding Royalty Interest. | |
| 5.1 | Opinion of Lisa A. Machesney. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP. | |
| 23.2 | Consent of Miller and Lents, Ltd. | |
| 23.3 | Consent of Lisa A. Machesney (contained in Exhibit 5.1). | |
| 24.1 | Powers of Attorney (included on the signature page of this Registration Statement). | |
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; |
| (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 end 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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| (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 the undertakings set forth in paragraphs (i) and (ii) above 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 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. |
(b) 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.
(c) 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 provisions described under Item 6 above, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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, on June 27, 2006.
| CABOT OIL & GAS CORPORATION | ||
| By |
/s/ Dan O. Dinges |
|
| Dan O. Dinges | ||
| Chairman, President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Scott C. Schroeder and Lisa A. Machesney, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their 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 indicated on June 27, 2006.
|
Signature |
Title |
|
|
/s/ Dan O. Dinges Dan O. Dinges |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
|
|
/s/ Scott C. Schroeder Scott C. Schroeder |
Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
/s/ Henry C. Smyth Henry C. Smyth |
Vice President, Controller and Treasurer (Principal Accounting Officer) |
|
|
/s/ John G.L. Cabot John G. L. Cabot |
Director | |
|
/s/ David M. Carmichael David M. Carmichael |
Director | |
|
James G. Floyd |
Director | |
|
/s/ Robert L. Keiser Robert L. Keiser |
Director | |
|
/s/ Robert Kelley Robert Kelley |
Director | |
|
/s/ P. Dexter Peacock P. Dexter Peacock |
Director | |
|
/s/ William P. Vititoe William P. Vititoe |
Director | |
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INDEX TO EXHIBITS
|
Exhibit
Number |
Document |
|
| 4.1 | Cabot Oil & Gas Corporation Mineral, Royalty and Overriding Royalty Interest Plan. | |
| 4.2 | Form of Conveyance of Mineral and/or Royalty Interest. | |
| 4.3 | Form of Conveyance of Overriding Royalty Interest. | |
| 5.1 | Opinion of Lisa A. Machesney. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP. | |
| 23.2 | Consent of Miller and Lents, Ltd. | |
| 23.3 | Consent of Lisa A. Machesney (contained in Exhibit 5.1). | |
| 24.1 | Powers of Attorney (included on the signature page of this Registration Statement). | |
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Exhibit 4.1
CABOT OIL & GAS CORPORATION
MINERAL, ROYALTY AND OVERRIDING ROYALTY INTEREST PLAN
This Mineral, Royalty and Overriding Royalty Interest Plan (the “Plan”) sets forth the terms of the program established by Cabot Oil & Gas Corporation (together with its subsidiaries, the “Company”) for the purchase by designated employees of the Company of a portion of certain mineral, royalty and overriding royalty interests acquired from time to time by the Company.
Purpose
The purpose of the Plan is to provide Participants (as defined below) an opportunity to purchase interests in certain oil and natural gas properties acquired by the Company and thus to encourage the Participants to remain as employees of the Company. A “Participant” means any employee of the Company whose participation in the Plan is approved by the Compensation Committee of the Board of Directors (the “Committee”), upon the recommendation of the Chief Executive Officer of the Company (the “CEO”).
Purchase of Interests
Upon the acquisition by the Company of mineral, royalty and overriding royalty interests (“Company Interests”) in oil and natural gas properties from time to time, the Company may, but shall not be obligated to, offer to one or more Participants the option to purchase a portion of such Company Interests (the portion subject to the Plan, the “Interests”) for cash at a price determined using the same cost basis as the Company acquired such Interest. The Participants to be offered Interests in a specified property and the portions of the Company Interests to be so offered shall be approved by the Committee, after receiving the recommendation of the CEO.
No more than 50% of any Company Interest (that is, one-half of the net interest acquired by the Company) shall be offered to Participants. It is generally intended that (1) no more than 25% of any Company Interest be offered to Participants who are employed by the region or other business unit involved in the acquisition by the Company of the Interest and (2) no more than 25% of any Company Interest be offered to Participants who are employed by the Company’s headquarters/corporate office function (including relevant corporate management and executive officers) and Participants who are in other regions or business units, although the Committee shall have the flexibility to determine the allocation as it sees fit.
Any Participant electing to purchase an Interest shall pay to the Company the purchase price for such Interest in cash and shall complete and return to the Company any assignment, conveyance and other instruments and documents requested by the Company in connection therewith. Each Participant shall be responsible for obtaining any financing required to purchase such Participant’s Interest. The Company may, but shall not be obligated to, assist Participants (other than executive officers of the Company) in obtaining such financing from one or more commercial banks or other financing sources selected by the Company, including by
providing guarantees and/or other credit support with respect to loans to be made to such Participants from time to time. In no event shall the Company assist Participants who are executive officers of the Company in obtaining such financing or otherwise arrange such financing or any other extension of credit for such Participants in connection with the Plan, and shall not provide any guarantee or other credit support to such Participants.
For the avoidance of doubt, the Plan applies only with respect to mineral, royalty and overriding royalty interests acquired by the Company and does not apply to the acquisition of working interests, notwithstanding that a particular acquisition by the Company of oil and natural gas properties may include both (1) working interests and (2) mineral, royalty and/or overriding royalty interests.
Executive Rights; Company Determinations with Respect to Interests
In connection with any mineral interest that is to be covered by the Plan, the Company will retain all executive rights related to such mineral interest, including the right to take all actions and to make all judgments with respect to the leasing of such mineral interests to the Company, any of its affiliates or any unaffiliated third parties, and the right to receive all bonus, rental and shut-in royalty payments under any such leases. After receipt of any bonus, rental or shut-in royalty payment, the Company shall allocate and pay to each Participant such Participant’s pro rata share of such bonus, rental or shut-in royalty payment paid for or under any lease or leases covering the mineral interest which are entered into subsequent to the effective date of the Participant’s purchase of the mineral interest. Such Participant shall not be entitled to receive any bonus, rental or shut-in royalty paid for or under any lease or leases covering the mineral interest which were in effect prior to such effective date.
The Company shall make any determinations with respect to the acquisition of oil and natural gas properties, and may conduct and carry on, or may contract for, the exploration, development, maintenance and operation of any such properties, in any manner it so desires, without regard to the participation by Participants in the Plan and without any liability to Participants. In addition, the Company may transfer and dispose of, and may take or omit to take any other action with respect to, all or any of its Company Interests from time to time in any such manner. For the avoidance of doubt, (a) the Company shall have no obligation to conduct any drilling operations or take any other action upon or with respect to any property subject to an Interest under the Plan or to continue to operate any well or to operate or maintain in force or attempt to maintain in force any lease thereon, including by payment of delay rentals, shut-in royalties, compensatory royalties or other payments or by the drilling of any wells upon any such lease, or in any other manner, and the extent and duration of all operations, as well as the preservation of any such lease by delay rental payments or otherwise, shall be at the sole discretion of the Company, and (b) the Company shall have the right at any time to surrender, abandon or otherwise terminate any such lease in whole or in part without any liability to Participants.
The Company shall make all determinations with respect to the acquisition, exploration, development, maintenance and operation of any property subject to an Interest under the Plan using the same criteria (or criteria less favorable to the property subject to an Interest) as it would use were such property not subject to such an Interest (that is, the Company shall not
2
favor properties subject to Interests under the Plan over properties not subject to such Interests when allocating Company resources in the acquisition, exploration, development, maintenance and operation of its properties).
Transfers by Participants
A Participant may not transfer or dispose of any Interest held by him or her unless such Participant has complied with the provisions of the Plan and any assignment, conveyance or other instrument or document executed by such Participant in connection with his purchase of such Interest.
Except as provided below, a Participant may only transfer or dispose of any Interest (1) with the prior written consent of the Company, which it may withhold in its sole discretion, and (2) after allowing the Company a preferential purchase right on the following terms. If at any time any Participant desires to transfer or dispose of any Interest held by him, such Participant must first give to the Company written notice thereof stating: (a) the amount of the Interest offered by such Participant; (b) the form of consideration (which shall be either cash or a promissory note containing reasonable and customary terms) at which such Interest is offered (the “Offered Price”); (c) the name and address of the proposed transferee from which the Participant has a bona fide offer to purchase the Interest; (d) the proposed time of closing and payment for the Interest; and (e) any other relevant material terms of the proposed sale. Upon receipt of such notice, the Company will have a right to purchase all or any portion of the offered Interest within 30 days of receipt of such notice at a purchase price equal to the Offered Price or such other price as may be agreed upon by the Company and the Participant.
The restrictions contained in the preceding paragraph shall not apply to a Participant’s transfer of 100% of such Participant’s Interest to (1) any member of the immediate family of such Participant or (2) any trust or other estate planning entity whose principal beneficiary or beneficiaries are such Participant and/or one or more members of the immediate family of such Participant; provided that, prior to such transfer, the transferee agrees to be bound in writing by the restrictions on transfer contained herein and in any assignment, conveyance or other instrument or document executed by such Participant in connection with his purchase of the Interest to be transferred, and that any transfer of interests in any such trust or estate planning entity holding an Interest shall be subject to the same restrictions on transfer as the Interest so held.
Administration
The Plan shall be administered by the Committee, which shall have full and exclusive power to interpret the Plan, to determine the Company Interests to be subject to the Plan, the Participants to be offered Interests in a specified property and the portions of the Company Interests to be so offered and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of the Plan. Any decision of the Committee in the interpretation and administration of the Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. No member of the Committee shall be liable for anything done or omitted to be done by him or her or by any other member of the Committee in connection with the performance of any duties under the Plan, except for his own willful misconduct or as expressly provided by statute.
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Following the authorization of the offering of an aggregate amount of Interests to Participants, the Committee may authorize the Chief Executive Officer and/or another executive officer of the Company, or a subcommittee of members of the Board, to approve the offer to individual Participants of Interests from such aggregate Interests pursuant to such conditions or limitations as the Committee may establish. The Committee may also delegate to the Chief Executive Officer and/or other employees of the Company its administrative duties under this Plan (excluding its offering authority) pursuant to such conditions or limitations as the Committee may establish.
Amendment and Discontinuance
The Company may amend, alter or discontinue the Plan at any time without the consent of any Participant, except that no amendment or alteration that would adversely affect in any material respect the rights or obligations of any Participant with respect to any Interest purchased by such Participant prior to such amendment or alteration shall be made without his consent.
Employment Relationship
Nothing contained in the Plan shall impose upon the Company any obligation to maintain any Participant as an employee of the Company and shall not diminish the power of the Company to discharge any Participant at any time.
Governing Law
The Plan and all determinations made and actions taken pursuant hereto shall be governed by and construed in accordance with the laws of the State of Texas. The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986 and is not subject to the provisions of the Employee Retirement Income Security Act of 1974.
Headings
The headings in the Plan are inserted for convenience and identification purposes only and are in no way intended to define or limit the scope, extent or intent of the Plan or any of the provisions hereof.
Effective Date
The effective date of the Plan shall be May 3, 2006.
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Exhibit 4.2
Conveyance of Mineral and/or Royalty Interest
Effective [ ] (the “Effective Date”), [ ] (“Assignor”) for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby assign, transfer, grant and convey to [ ] (“Assignee”), its successors and assigns, as of the Effective Date at 12:01 a.m. (local time), an interest (the “Conveyed Interest”) in and to each of the mineral and/or royalty interests described on Exhibit ”A” attached hereto and made a part hereof (the “Interests”) equal to [ ] percent ([ ]%) of Assignor’s right, title and interest in the Interests which were acquired by Assignor by virtue of the assignments and/or conveyances set forth on Exhibit “A” attached hereto and by this reference made a part hereof (the “Instruments”). This Conveyance is subject to the terms and conditions of the Cabot Oil & Gas Corporation Mineral, Royalty and Overriding Royalty Interest Plan (the “Plan”) and the terms and conditions of the Instruments. In the event of a conflict between the terms of this Conveyance and the terms of the Plan, the terms of the Plan shall control.
The Conveyed Interest shall be paid in accordance with and in the same manner as the terms and provisions of the assignments and conveyances in the chain of title out of which the Conveyed Interest arises.
Assignor retains all executive rights related to the Conveyed Interest, including the right to take all actions and to make all judgments and decisions with respect to the leasing of the Conveyed Interest (whether to Assignor, affiliates of Assignor or any unaffiliated third parties). Assignor retains the right to receive all bonus, rental and shut-in royalty payments under any such leases on behalf of Assignee, to the extent Assignee is entitled to have such payments allocated to it as set out below. Assignor shall have no obligation to lease the Conveyed Interest and the granting of any lease by Assignor shall be on such terms as Assignor, in its sole discretion, deems acceptable. Although all bonus, rental and shut-in royalties shall be received by Assignor, Assignor agrees to later allocate and distribute to Assignee based on Assignee’s percentage ownership of the Conveyed Interest Assignee’s proportionate share of all bonus, rental and shut-in royalties paid for or under any lease or leases covering the Conveyed Interest which are entered into subsequent to the Effective Date, but only if the affected Conveyed Interest is a mineral interest. This Conveyance is made subject to any valid and subsisting oil and/or gas leases in force and of record (if any). This Conveyance shall not entitle Assignee to receive any bonus, rental or shut-in royalty paid for or under any lease or leases covering the Conveyed Interest which were in effect prior to the Effective Date. Assignee shall be responsible for and bear all ad valorem, production, and severance taxes chargeable against the Conveyed Interest, provided that all such taxes shall be paid for Assignee by Assignor out of the production attributable to Assignee’s interest.
If Assignor owns a working interest, or similar interest, in any properties out of which the Interests or Conveyed Interest are derived, or elects to develop such properties on an unleased basis, Assignor may conduct and carry on, or may contract for, the exploration, development, maintenance and operation of any such properties, in any manner it so desires, without regard to the Conveyed Interest and without any liability to Assignee. In addition, Assignor may transfer
| Conveyance of Mineral Interest |
and dispose of, and may take or omit to take any other action with respect to, all or any of its Interests from time to time in any such manner. For the avoidance of doubt, (a) Assignor shall have no obligation to conduct any drilling operations or take any other action upon or with respect to any property subject to the Conveyed Interest or lands pooled therewith, or to continue to operate any well or to operate or maintain in force or attempt to maintain in force any lease thereon, including by payment of delay rentals, shut-in royalties, compensatory royalties or other payments or by the drilling of any wells upon any such lease, or in any other manner, and the extent and duration of all operations, as well as the preservation of any such lease by delay rental payments or otherwise, shall be at the sole discretion of Assignor, and (b) Assignor shall have the right at any time to surrender, abandon or otherwise terminate any such lease in whole or in part without any liability to Assignee.
Assignor shall make all determinations with respect to the exploration, development, maintenance and operation of any property subject to the Conveyed Interest using the same criteria (or criteria less favorable to the property subject to the Conveyed Interest) as it would use were such property not subject to the Conveyed Interest (that is, Assignor shall not favor properties subject to the Conveyed Interest over properties not subject to the Conveyed Interest when allocating Assignor’s resources in the exploration, development, maintenance and operation of its properties).
Assignee grants Assignor the right, without further approval by Assignee, to pool the Conveyed Interest, or portions thereof, with other lands or leases to form one or more pooled units. As to each pooled unit so created, the interest attributable to Assignee shall be reduced in accordance with the terms of any applicable lease, pooling agreement or unit agreement.
This Conveyance is made subject to any recorded and/or unrecorded easements, rights-of-way, agreements, conveyances, encumbrances or burdens of any kind whatsoever.
This Conveyance shall inure to the benefit of and be binding on the parties and their respective heirs, legal representatives, successors and permitted assigns. Except as provided below, Assignee may only transfer or dispose of all or any portion of the Conveyed Interest (1) with the prior written consent of Assignor, which it may withhold in its sole discretion, and (2) after allowing Assignor a preferential purchase right on the following terms. If at any time Assignee desires to transfer or dispose of all or any portion of the Conveyed Interest, Assignee must first give to Assignor written notice thereof stating: (a) the amount of the Conveyed Interest offered by Assignee; (b) the form of consideration (which shall be either cash or a promissory note containing reasonable and customary terms) at which the Conveyed Interest is offered (the “Offered Price”); (c) the name and address of the proposed transferee from which Assignee has a bona fide offer to purchase the Conveyed Interest; (d) the proposed time of closing and payment for the Conveyed Interest; and (e) any other relevant material terms of the proposed sale. Upon receipt of such notice, Assignor will have a right to purchase all or any portion of the offered Conveyed Interest within 30 days of receipt of such notice at a purchase price equal to the Offered Price or such other price as may be agreed upon by Assignor and Assignee.
The restrictions contained in the preceding paragraph shall not apply to Assignee’s transfer of 100% of the Conveyed Interest to (1) any member of the immediate family of Assignee or (2) any trust or other estate planning entity whose principal beneficiary or beneficiaries are Assignee
| Conveyance of Mineral Interest | 2 |
and/or one or more members of the immediate family of Assignee; provided that, prior to such transfer, the transferee agrees to be bound in writing by the restrictions on transfer contained herein or in any assignment, conveyance or other interest or document executed by Assignee in connection with Assignee’s purchase of the Conveyed Interest, and that any transfers of interests in such trust or estate planning entity holding the Conveyed Interest shall be subject to the same transfer restrictions as the Conveyed Interest. Assignee’s heirs, legal representatives, successors and permitted assigns shall be bound by and comply with said transfer restrictions.
Assignor makes no, and disclaims any, warranty of title or otherwise as to the Conveyed Interest. Assignee accepts the Conveyed Interest without warranty of title or otherwise. Assignor makes no, and disclaims any, warranty of any kind, express or implied, as to the accuracy or completeness of any data, information or estimates provided to Assignee by Assignor. Assignor makes no, and disclaims any, warranty of any kind, express or implied, as to the condition of any equipment, materials or facilities associated with the Interests (or with any properties out of which the Interests or the Conveyed Interest are derived), including without limitation any warranty as to merchantability or fitness for a particular purpose. Assignee acknowledges such disclaimers.
This Conveyance shall be construed in accordance with, and enforced under, the laws of the State of [ ], without regard to choice of law rules of any jurisdiction, including [ ].
Assignor and Assignee have executed this Conveyance as of the Effective Date.
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| Conveyance of Mineral Interest | 3 |
ACKNOWLEDGMENTS
| STATE OF [ ] | § | |||
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| COUNTY OF [ ] | § |
On this day of [ ], this instrument was acknowledged before me by , [ ] of [ ].
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On this day of [ ], this instrument was acknowledged before me by , [ ] of [ ].
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| Conveyance of Mineral Interest | 4 |
Exhibit “A”
to
Conveyance of Mineral and/or Royalty Interest
| Conveyance of Mineral Interest | 5 |
Exhibit 4.3
Conveyance of Overriding Royalty Interest
Effective [ ] (the “Effective Date”), [ ] (“Assignor”) for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby assign, transfer, grant and convey to [ ] (“Assignee”), its successors and assigns, as of the Effective Date at 12:01 a.m. (local time), an overriding royalty interest (the “Overriding Royalty Interest”) in and to each of the interests described on Exhibit ”A” attached hereto and made a part hereof (the “Interests”) equal to [ ] percent ([ ]%) of Assignor’s right, title and interest in the Interests which were acquired by Assignor by virtue of the assignments and/or agreements set forth on Exhibit “A” attached hereto and by this reference made a part hereof (the “Conveyances”). This Conveyance of Overriding Royalty Interest is subject to the terms and conditions of the Cabot Oil & Gas Corporation Mineral, Royalty and Overriding Royalty Interest Plan (the “Plan”) and the Conveyances. In the event of a conflict between the terms of this Conveyance of Overriding Royalty Interest and the terms of the Plan, the terms of the Plan shall control.
Assignor is entitled, through the assignments and agreement identified in Exhibit “A” hereto, to a portion of the overriding royalty interest transferred by the instrument identified on Exhibit “B” hereto, but Assignor has not acquired record title to that interest. Any record title which Assignor hereafter acquires in a portion of the overriding royalty interest transferred by the instrument identified on Exhibit “B”, to which Assignor becomes entitled through the assignments or agreement identified in Exhibit “A”, shall be considered an Interest for the purpose of this Conveyance of Overriding Royalty Interest, and the Overriding Royalty Interest herein assigned shall extend to any such subsequently acquired Interest.
The Overriding Royalty Interest shall be paid in accordance with and in the same manner as the terms and provisions of the assignments and conveyances in the chain of title out of which the Overriding Royalty Interest arises. Assignee shall be responsible for and bear all ad valorem, production, and severance taxes chargeable against the Overriding Royalty Interest, provided that all such taxes shall be paid for Assignee by Assignor out of production attributable to Assignee’s Overriding Royalty Interest.
If Assignor owns a working interest, or similar interest, in any properties out of which the Interests or Overriding Royalty Interest are derived, Assignor may conduct and carry on, or may contract for, the exploration, development, maintenance and operation of any such properties, in any manner it so desires, without regard to the Overriding Royalty Interest and without any liability to Assignee. In addition, Assignor may transfer and dispose of, and may take or omit to take any other action with respect to, all or any of its Interests from time to time in any such manner. For the avoidance of doubt, (a) Assignor shall have no obligation to conduct any drilling operations or take any other action upon or with respect to any property subject to the Overriding Royalty Interest or lands pooled therewith, or to continue to operate any well or to operate or maintain in force or attempt to maintain in force any lease thereon, including by payment of delay rentals, shut-in royalties, compensatory royalties or other payments or by the drilling of any wells upon any such lease, or in any other manner, and the extent and duration of
| Conveyance of Overriding Royalty Interest | 1 |
all operations, as well as the preservation of any such lease by delay rental payments or otherwise, shall be at the sole discretion of Assignor, and (b) Assignor shall have the right at any time to surrender, abandon or otherwise terminate any such lease in whole or in part without any liability to Assignee.
Assignor shall make all determinations with respect to the exploration, development, maintenance and operation of any property subject to the Overriding Royalty Interest using the same criteria (or criteria less favorable to the property subject to the Overriding Royalty Interest) as it would use were such property not subject to the Overriding Royalty Interest (that is, Assignor shall not favor properties subject to the Overriding Royalty Interest over properties not subject to the Overriding Royalty Interest when allocating Assignor’s resources in the exploration, development, maintenance and operation of its properties).
Assignee grants Assignor the right, without further approval by Assignee, to pool the Overriding Royalty Interest, or portions thereof, with other lands or leases to form one or more pooled units. As to each pooled unit so created, the overriding royalty interest assigned to Assignee shall be reduced in accordance with the terms of any applicable lease, pooling agreement or unit agreement.
This Conveyance of Overriding Royalty Interest shall inure to the benefit of and be binding on the parties and their respective heirs, legal representatives, successors and permitted assigns. Except as provided below, Assignee may only transfer or dispose of all or any portion of the Overriding Royalty Interest (1) with the prior written consent of Assignor, which it may withhold in its sole discretion, and (2) after allowing Assignor a preferential purchase right on the following terms. If at any time Assignee desires to transfer or dispose of all or any portion of the Overriding Royalty Interest, Assignee must first give to Assignor written notice thereof stating: (a) the amount of the Overriding Royalty Interest offered by Assignee; (b) the form of consideration (which shall be either cash or a promissory note containing reasonable and customary terms) at which such Overriding Royalty Interest is offered (the “Offered Price”); (c) the name and address of the proposed transferee from which Assignee has a bona fide offer to purchase the Overriding Royalty Interest; (d) the proposed time of closing and payment for the Overriding Royalty Interest; and (e) any other relevant material terms of the proposed sale. Upon receipt of such notice, Assignor will have a right to purchase all or any portion of the offered Overriding Royalty Interest within 30 days of receipt of such notice at a purchase price equal to the Offered Price or such other price as may be agreed upon by Assignor and Assignee.
The restrictions contained in the preceding paragraph shall not apply to Assignee’s transfer of 100% of the Overriding Royalty Interest to (1) any member of the immediate family of Assignee or (2) any trust or other estate planning entity whose principal beneficiary or beneficiaries are Assignee and/or one or more members of the immediate family of Assignee; provided that, prior to such transfer, the transferee agrees to be bound in writing by the restrictions on transfer contained herein or in any assignment, conveyance or other instrument or document executed by Assignee in connection with Assignee’s purchase of the Overriding Royalty Interest, and that any transfers of interests in such trust or estate planning entity holding the Overriding Royalty Interest shall be subject to the same transfer restrictions as the Overriding Royalty Interest. Assignee’s heirs, legal representatives, successors and permitted assigns shall be bound by and comply with said transfer restrictions.
| Conveyance of Overriding Royalty Interest | 2 |
Assignor makes no, and disclaims any, warranty of title or otherwise as to the Overriding Royalty Interest. Assignee accepts the Overriding Royalty Interest without warranty of title or otherwise. Assignor makes no, and disclaims any, warranty of any kind, express or implied, as to the accuracy or completeness of any data, information or estimates provided to Assignee by Assignor. Assignor makes no, and disclaims any, warranty of any kind, express or implied, as to the condition of any equipment, materials or facilities associated with the Interests (or with any properties out of which the Interests or the Overriding Royalty Interest are derived), including without limitation any warranty as to merchantability or fitness for a particular purpose. Assignee acknowledges such disclaimers.
This Conveyance of Overriding Royalty Interest shall be construed in accordance with, and enforced under, the laws of the State of [ ], without regard to choice of law rules of any jurisdiction, including [ ].
Assignor and Assignee have executed this Conveyance of Overriding Royalty Interest as of the Effective Date.
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| Conveyance of Overriding Royalty Interest | 3 |
ACKNOWLEDGMENTS
| STATE OF [ ] | § | |||
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On this day of [ ], this instrument was acknowledged before me by , [ ] of [ ].
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On this day of [ ], this instrument was acknowledged before me by , [ ] of [ ].
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| Conveyance of Overriding Royalty Interest | 4 |
Exhibit “A”
to
Conveyance of Overriding Royalty Interest
| Conveyance of Overriding Royalty Interest |
Exhibit “B”
to
Conveyance of Overriding Royalty Interest
| Conveyance of Overriding Royalty Interest |
EXHIBIT 5.1
CABOT OIL & GAS CORPORATION
1200 Enclave Parkway
Houston, Texas 77077
(281) 589-4600
June 27, 2006
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77007
Ladies and Gentlemen:
I am Vice President, Managing Counsel and Corporate Secretary of Cabot Oil & Gas Corporation, a Delaware corporation (the “Company”), and have represented the Company in connection with the Company’s Mineral, Royalty and Overriding Royalty Interest Plan (the “Plan”) relating to mineral, royalty and overriding royalty interests (the “Company Interests”) acquired by the Company in oil and natural gas properties from time to time. Pursuant to the Plan, certain employees of the Company (each a “Participant”) whose participation in the Plan has been approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”) may be offered the opportunity to purchase a portion of the Company Interests (the portion subject to the Plan, the “Interests”) from the Company. The Company has prepared for filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the Interests.
I have examined, directly or indirectly through staff or otherwise to my satisfaction, originals, or copies certified or otherwise identified, of the Company’s Certificate of Incorporation and the Amended and Restated Bylaws, each as amended to date, the Plan, the forms of Conveyance of Mineral and/or Royalty Interest and Conveyance of Overriding Royalty Interest (each in the form to be filed as an exhibit to the Registration Statement and collectively referred to herein as the “Conveyances”), and corporate records of the Company, including minute books of the Company as furnished to me by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments or documents, as a basis for the opinion hereinafter expressed. In making my examination, I have assumed that all signatures on all documents examined by me are genuine, that all documents submitted to me as originals are accurate and complete, that all documents submitted to me as copies are true and correct copies of the originals thereof and that all information submitted to me was accurate and complete.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, I am of the opinion that the Conveyances, when duly executed and delivered by the Company and the Participant a party thereto following due authorization thereof by the Committee, or by the Board of Directors of the Company or another duly constituted and acting committee thereof, as provided in and in accordance with the Plan, and when the Interests conveyed thereby have been paid for in accordance therewith and with the terms of the Plan, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as that enforcement is subject to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally, and general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).
I am licensed to practice law in the State of Texas, and the opinion set forth above is limited in all respects to the laws of the State of Texas as in effect on the date hereof.
I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
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/s/ Lisa A. Machesney |
| Lisa A. Machesney |
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Vice President, Managing Counsel and Corporate Secretary |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 6, 2006 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Cabot Oil & Gas Corporation, which appears in Cabot Oil & Gas Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 26, 2006
EXHIBIT 23.2
June 27, 2006
Cabot Oil & Gas Corporation
1200 Enclave Parkway
Houston, Texas 77077
| Re: | Securities and Exchange Commission |
| Form S-8 of Cabot Oil & Gas Corporation |
Gentlemen:
The firm of Miller and Lents, Ltd. consents to the use of its name and to the use of its report dated February 3, 2006, regarding Cabot Oil & Gas Corporation Proved Reserves and Future Net Revenues as of December 31, 2005, which report is to be included by reference in Form S-8 to be filed by Cabot Oil & Gas Corporation with the Securities and Exchange Commission.
Miller and Lents, Ltd. has no financial interest in Cabot Oil & Gas Corporation or in any of its affiliated companies or subsidiaries and is not to receive any such interest as payment for such report and has no director, officer, or employee employed or otherwise connected with Cabot Oil & Gas Corporation. We are not employed by Cabot Oil & Gas Corporation on a contingent basis.
| Yours very truly, | ||
| MILLER AND LENTS, LTD. | ||
| By: |
/s/ Carl D. Richard |
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| Carl D. Richard | ||
| Senior Vice President | ||