As filed with the Securities and Exchange Commission on April 27, 2006
Registration No. 333-56946
UNITED STATES
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
FRONTIER OIL CORPORATION
(Exact name of registrant as specified in its charter)
Wyoming | 74-1895085 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
10000 Memorial Drive, Suite 600 Houston, Texas | 77024 |
| (Address of Principal Executive Offices) | (Zip Code) |
Frontier Oil Corporation Restricted Stock Plan
(Full title of the plan)
James R. Gibbs
Frontier Oil Corporation
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(713) 688-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert V. Jewell
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
EXPLANATORY NOTE
Frontier Oil Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (this “Amendment”) to deregister certain securities previously registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 13, 2001, Registration No. 333-56946 (the “2001 Form S-8”), with respect to shares of the Company’s common stock, no par value (the “Common Stock”) thereby registered for issuance, offer or sale pursuant to the Frontier Oil Corporation Restricted Stock Plan (the “Restricted Stock Plan”). A total of 2,000,000(1) shares of Common Stock were registered for issuance, offer or sale under the 2001 Form S-8. No future awards will be made under the Restricted Stock Plan.
On April 26, 2006, the shareholders of the Company approved the Frontier Oil Corporation Omnibus Incentive Compensation Plan (the “Omnibus Plan”), which merges the Restricted Stock Plan into the Omnibus Plan. Accordingly, no future awards will be made under the Restricted Stock Plan; however, awards outstanding under the Restricted Stock Plan as of the date hereof will be honored under the Omnibus Plan. The unissued shares of Common Stock that would otherwise be available for issue under the Restricted Stock Plan as of the date hereof (including shares subject to outstanding awards under the Restricted Stock Plan), are now available for issuance, offer and sale under the Omnibus Plan. The total number of such shares under the Restricted Stock Plan was 913,885(1) (the “Carryover Shares”). The Carryover Shares are hereby deregistered. The 2001 Form S-8 otherwise continues in effect as to the balance of the shares of Common Stock registered thereunder.
Contemporaneously with the filing of this Amendment, the Company is filing a Registration Statement on Form S-8 to register the 5,393,800 shares of Common Stock now available for issuance, offer or sale pursuant to the Omnibus Plan, including, but not limited to, the Carryover Shares.
(1) The Company effected a 2-for-1 split of the Common Stock by a stock dividend paid on June 17, 2005, to shareholders of record on May 23, 2005. The total number of shares of Common Stock registered for issuance, offer or sale under the 2001 Form S-8 and the number of Carryover Shares have both been adjusted to reflect this stock split.
Item 8. Exhibits
Exhibit
Number Description
24.1 Powers of Attorney (set forth on the signature page of this Amendment).
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 Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 27, 2006.
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| | FRONTIER OIL CORPORATION |
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| | By: | /s/ James R. Gibbs |
| | | James R. Gibbs |
| | Chairman of the Board, President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Gibbs and Michael C. Jennings and each of them severally, his 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 name, place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Amendment 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 of 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, approving 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 Amendment has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ James R. Gibbs James R. Gibbs | Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | April 27, 2006 |
/s/ Michael C. Jennings Michael C. Jennings | Executive Vice President - Chief Financial Officer (Principal Financial Officer) | April 27, 2006 |
/s/ Nancy J. Zupan Nancy J. Zupan | Vice President -Controller (Principal Accounting Officer) | April 27, 2006 |
/s/ Douglas Y. Bech Douglas Y. Bech | Director | April 27, 2006 |
/s/ G. Clyde Buck G. Clyde Buck | Director | April 27, 2006 |
/s/ T. Michael Dossey T. Michael Dossey | Director | April 27, 2006 |
/s/ James H. Lee James H. Lee | Director | April 27, 2006 |
/s/ Paul B. Loyd, Jr. Paul B. Loyd, Jr. | Director | April 27, 2006 |
/s/ Michael E. Rose Michael E. Rose | Director | April 27, 2006 |
EXHIBIT INDEX
Exhibit
Number Description
24.1 Powers of Attorney (set forth on the signature page of this Amendment).
