AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED MERIDIAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2160316
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
JOHN B. BROCK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 654-9110
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) FEE(1)
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Series A Voting Common Stock, 600,000(3) $28.94 $17,364,000 $5,987.59
$0.01 par value ("Common Stock")
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1. Calculated on the basis of the average of the high and low sales prices of the Common Stock of United
Meridian Corporation on May 31, 1996, as reported by the New York Stock Exchange, Inc.
2. Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c).
3. Issuable upon exercise of options available for grant under the Plans.
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STATEMENT OF INCORPORATION BY REFERENCE.
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This Registration Statement on Form S-8 registers additional securities of the
same class as other securities for which a Registration Statement on Form S-8
has been filed and declared effective as of May 19, 1994, relating to the same
employee benefit plan. Accordingly, pursuant to General Instruction E of Form
S-8 promulgated under the Securities Act of 1933, as amended (the "Act"), the
contents of the Registration Statements on Form S-8 (Nos. 33-79160 and 33-
86480), filed with the Securities and Exchange Commission on May 19, 1994 and
November 18, 1994, respectively, are hereby incorporated by reference with
respect to the information required pursuant to this Registration Statement on
Form S-8. Capitalized terms used herein but not defined shall have the meanings
ascribed to them by the incorporated documents.
SECOND AMENDMENT TO THE 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN.
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The Second Amendment to the 1994 Employee Nonqualified Stock Option Plan (the
"Employee Plan") increases the number of shares available for grant under the
Employee Plan by 500,000 shares. A copy of the Second Amendment to the Employee
Plan is attached to this registration statement as Exhibit 4.3.2.
FIRST AMENDMENT TO THE 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN.
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The First Amendment to the 1994 Outside Directors' Nonqualified Stock Option
Plan (the "Director Plan") increases the number of shares available for grant
under the Director Plan by 100,000 shares. A copy of the First Amendment to the
Director Plan is attached to this registration statement as Exhibit 4.4.1.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Akin, Gump, Strauss, Hauer &
Feld, L.L.P., Dallas, Texas.
EXHIBITS.
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See Index to Exhibits incorporated herein by reference.
[The remainder of this page is intentionally left blank.]
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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 May 31, 1996.
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
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JOHN B. BROCK
Chairman of the Board of Directors, Chief
Executive Officer and President
The undersigned directors and officers of United Meridian Corporation hereby
constitute and appoint John B. Brock and Jonathan M. Clarkson, and each of them,
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact, or either of
them, or their substitutes shall 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 below by the following persons in the capacities
indicated on May 31, 1996.
Signature Title
--------- -----
/s/ John B. Brock Chairman of the Board of Directors,
- -------------------------------- Chief Executive Officer and President
John B. Brock
/s/ Jonathan M. Clarkson Executive Vice President and Chief
- -------------------------------- Financial Officer
Jonathan M. Clarkson
/s/ Roger L. Neal Vice President, Controller and Chief
- -------------------------------- Accounting Officer
Roger L. Neal
/s/ J. Dennis Bonney Director
- --------------------------------
J. Dennis Bonney
/s/ Charles R. Carson Director
- --------------------------------
Charles R. Carson
/s/ Robert H. Dedman Director
- --------------------------------
Robert H. Dedman
S-1
SIGNATURE TITLE
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/s/ Steven A. Denning Director
- --------------------------------
Steven A. Denning
/s/ Robert V. Lindsay Director
- --------------------------------
Robert V. Lindsay
/s/ Elvis L. Mason Director
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Elvis L. Mason
/s/ James L. Murdy Director
- --------------------------------
James L. Murdy
/s/ David K. Newbigging Director
- --------------------------------
David K. Newbigging
/s/ Matthew Simmons Director
- --------------------------------
Matthew Simmons
/s/ Donald D. Wolf Director
- --------------------------------
Donald D. Wolf
/s/ Walter B. Wriston Director
- --------------------------------
Walter B. Wriston
S-2
INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
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3.1 --Certificate of Incorporation of the Company, as amended, incorporated
herein by reference to Exhibit 3.1 to the Company's 1995 Form 10-K filed
with the Securities and Exchange Commission on March 7, 1996.
3.2 --By-laws of the Company, as amended, incorporated herein by reference to
Exhibit 3.2 to the Company's 1995 Form 10-K filed with the Securities and
Exchange Commission on March 7, 1996.
4.1 --Specimen of certificate representing Series A Voting Common Stock, $.01
par value, of the Company, incorporated herein by reference to Exhibit 4.13
to the Company's Form 10-Q for the period ended June 30, 1994, filed with
the Securities and Exchange Commission on August 10, 1994.
4.2 --Rights Agreement by and between United Meridian Corporation and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, dated as
of February 13, 1996, incorporated by reference as Exhibit 1 to Form 8-K,
filed with the Securities and Exchange Commission on February 14, 1996.
4.3 --UMC 1994 Employee Nonqualified Stock Option Plan, incorporated herein
by reference to Exhibit 4.14 to UMC's Form S-8 (No.33-79160) filed with
the Securities and Exchange Commission on May 19, 1994.
4.3.1 --First Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 16, 1994, incorporated herein by reference to Exhibit
4.11.1 to the Company's Form S-8 (No. 33-86480) filed with the Securities
and Exchange Commission on November 18, 1994.
4.3.2* --Second Amendment to UMC 1994 Employee Nonqualified Option Plan.
4.4 --UMC 1994 Outside Directors' Nonqualified Stock Option Plan, incorporated
herein by reference to Exhibit 4.15 to UMC's Form S-8 (No.33-79160) filed
with the Securities and Exchange Commission on May 19, 1994.
4.4.1* --First Amendment to UMC 1994 Outside Directors' Nonqualified Option Plan.
5* --Opinion regarding legality.
23.1* --Consent of Arthur Andersen LLP.
23.2* --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Opinion filed as Exhibit 5).
23.3* --Consent of Netherland, Sewell & Associates, Inc.
23.4* --Consent of McDaniel & Associates Consultants Ltd.
23.5* --Consent of Ryder Scott Company.
E-1
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
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24* --Powers of Attorney of J. Dennis Bonney, John B. Brock, Charles R. Carson,
Robert H. Dedman, Steven A. Denning, Robert V. Lindsay, Elvis L.
Mason, James L. Murdy, David K. Newbigging, Matthew Simmons, Walter
B. Wriston, Donald D. Wolf, Jonathan M. Clarkson and Roger L. Neal
(included on Pages S-1 through S-2 of this Registration Statement).
* Filed herewith.
E-2