AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
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
(FULL TITLE OF THE PLAN)
JOHN B. BROCK
CHAIRMAN 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)
______________________
CALCULATION OF REGISTRATION FEE
=============================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE(2) PRICE(2)(3) FEE(2)
- -------------------------------------------------------------------------------------------------------------
Series A Voting Common Stock, 1,200,000 $35.19 $42,228,000 $12,796.36
$0.01 par value ("Common
Stock")(4)
=============================================================================================================
1. Issuable upon exercise of options available for grant under the Plan. This
Registration Statement also covers any additional shares that may hereafter
become purchasable as a result of the adjustment provisions of the Plan.
2. Calculated on the basis of the average of the high and low sales prices of
the Common Stock of United Meridian Corporation on May 27, 1997, as
reported by the New York Stock Exchange, Inc.
3. Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c).
4. Includes associated Preferred Stock Purchase Rights. Prior to the
occurrence of certain events, the Preferred Stock Purchase Rights will not
be evidenced or traded separately from the Common Stock.
______________________
STATEMENT OF INCORPORATION BY REFERENCE.
---------------------------------------
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, 33-86480 and
333-05401), filed with the Securities and Exchange Commission on May 19, 1994,
November 18, 1994 and June 6, 1996, 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 assigned to them by the incorporated documents.
FOURTH AMENDMENT TO THE 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN.
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The Fourth 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 1,200,000 shares. A copy of the Fourth Amendment to the
Employee Plan is attached to this registration statement as Exhibit 4.3.4.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
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.
--------
See Index to Exhibits incorporated herein by reference.
[The remainder of this page is intentionally left blank.]
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 28, 1997.
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
------------------
JOHN B. BROCK
Chairman of the Board of Directors,
Chief Executive Officer and Director
The undersigned directors and officers of United Meridian Corporation hereby
constitute and appoint John B. Brock, Jonathan M. Clarkson, Christopher E. Cragg
and John J. Patton, 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 28, 1997.
Signature Title
--------- -----
/s/ John B. Brock Chairman of the Board of Directors,
-----------------
John B. Brock Chief Executive Officer and Director
/s/ James L. Dunlap President, Chief Operating Officer and Director
-------------------
James L. Dunlap
/s/ Jonathan M. Clarkson Executive Vice President and Chief
------------------------
Jonathan M. Clarkson Financial Officer
/s/Christopher E. Cragg Vice President, Controller and Chief
-----------------------
Christopher E. Cragg Accounting Officer
/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/ Robert L. Howard Director
--------------------
Robert L. Howard
/s/ Robert V. Lindsay Director
---------------------
Robert V. Lindsay
/s/ Elvis L. Mason Director
------------------
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
INDEX TO EXHIBITS
-----------------
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- --------- ------- -------------
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.
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 the UMC 1994 Employee Nonqualified Stock
Option Plan dated May 22, 1996, incorporated by reference to Exhibit 4.3.2
to the Company's Form S-8 (No. 333-05401) filed with the Securities and
Exchange Commission on June 6, 1996.
4.3.3* -- Third Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan dated November 13, 1996.
4.3.4* -- Fourth Amendment to the UMC 1994 Employee Nonqualified Stock
Option Plan.
4.4* -- Second Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated November 13, 1996.
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.
24* -- Powers of Attorney of J. Dennis Bonney, John B. Brock, Charles R.
Carson, Robert H. Dedman, James L. Dunlap, Robert L. Howard, Robert V.
Lindsay, Elvis L. Mason, James L. Murdy, David K. Newbigging, Matthew
Simmons, Donald D. Wolf, Jonathan M. Clarkson and Christopher E. Cragg
(included on Pages S-1 through S-2 of this Registration Statement).
* Filed herewith.