As filed with the Securities and Exchange Commission on May 12, 2005
Registration No. 333-55940
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
ENERGY PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 72-1409562
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(504) 569-1875
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------
2000 Stock Option Plan for Non-Employee Directors
(Full Title of the Plan)
____________________________
John H. Peper
Executive Vice President,
General Counsel and Corporate Secretary
Energy Partners, Ltd.
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(504) 569-1875
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________
Copies of communications to:
John Schuster, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
EXPLANATORY NOTE
Energy Partners, Ltd., a Delaware corporation ("EPL" or the "Registrant"),
registered, pursuant to a Registration Statement on Form S-8 filed on February
20, 2001 (No. 333-55940) (the "Registration Statement"), the offer and sale of
up to 250,000 shares of EPL's Common Stock, par value $0.01 per share (the
"Common Stock"), issuable under EPL's 2000 Stock Option Plan for Non-Employee
Directors (the "Plan"). EPL's Board of Directors has adopted, and its
stockholders have approved, an Amended and Restated 2000 Stock Incentive Plan
for Non-Employee Directors (the "Amended Plan") which, among other things,
permits the use of restricted share units in addition to stock options and
provides flexibility to adjust grants to maintain a competitive equity component
for non-employee directors. The number of shares of Common Stock available for
issuance under the Amended Plan was increased to 500,000 shares (inclusive of
shares previously registered with respect to the Plan). The Amended Plan
replaced the Plan as of the date that EPL's stockholders approved the Amended
Plan. No future awards will be made under the Plan.
In accordance with the principles set forth in Interpretation 89 under
Section G, "Securities Act Forms," of the Manual of Publicly Available Telephone
Interpretations (July 1997) of the Division of Corporation Finance of the
Securities and Exchange Commission and Instruction E of the General Instructions
to Form S-8, EPL is filing this Post-Effective Amendment No. 2 to the
Registration Statement to remove 230,000 shares of Common Stock remaining under
the Plan from registration under this Registration Statement.
The shares of Common Stock that are hereby removed from registration will
be carried over to and continue to be registered under a Registration Statement
on Form S-8 (the "New Registration Statement") that will be filed
contemporaneously with the filing of this Post-Effective Amendment No. 2. The
New Registration Statement will register the offer and sale of up to an
additional 250,000 shares of Common Stock issuable under the Amended Plan.
The offer and sale of 100,000 shares of Common Stock issuable under EPL's
Stock and Deferral Plan for Non-Employee Directors and 139,500 shares of Common
Stock issued as Bonus Shares, to the extent not previously sold under the
Registration Statement, may continue to be made under the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Energy Partners, Ltd. 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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana, on this 12th day of May, 2005.
ENERGY PARTNERS, LTD.
By: /s/ Richard A. Bachmann
-------------------------------
Richard A. Bachmann
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has
been signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Richard A. Bachmann Chairman and Chief Executive May 12, 2005
------------------------------------- Officer (Principal Executive Officer)
Richard A. Bachmann
/s/ David R. Looney
------------------------------------- Executive Vice President and Chief Financial May 12, 2005
David R. Looney Officer (Principal Financial Officer)
/s/ Dina M. Bracci
------------------------------------- Controller (Principal Accounting Officer) May 12, 2005
Dina M. Bracci
* Director May 12, 2005
-------------------------------------
John C. Bumgarner, Jr.
/s/ Jerry D. Carlisle Director May 12, 2005
-------------------------------------
Jerry D. Carlisle
* Director May 12, 2005
-------------------------------------
Harold D. Carter
/s/ Enoch L. Dawkins Director May 12, 2005
-------------------------------------
Enoch L. Dawkins
/s/ Dr. Norman C. Francis Director May 12, 2005
-------------------------------------
Dr. Norman C. Francis
* Director May 12, 2005
-------------------------------------
Robert D. Gershen
Signature Title Date
--------- ----- ----
/s/ William R. Herrin Director May 12, 2005
-------------------------------------
William R. Herrin
* Director May 12, 2005
-------------------------------------
William O. Hiltz
* Director May 12, 2005
-------------------------------------
John G. Phillips
* By: /s/ Richard A. Bachmann
----------------------- May 12, 2005
Richard A. Bachmann, as
Attorney-in-Fact