As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
INLAND RESOURCES INC.
(Exact name of registrant as specified in its charter)
Washington 91-1307042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________
410 17th Street
Suite 700
Denver, Colorado 80202
(Address of principal executive offices)
_________________
STOCK OPTION AGREEMENT/BILL I. PENNINGTON
(Full title of the Plan)
_________________
Bill I. Pennington
Chief Executive Officer
410 17th Street
Suite 700
Denver, Colorado 80202
(Name and address of agent for service)
(303) 893-0102
(Telephone number, including area code, of agent for service)
With copies to:
Mike Parsons, Esq.
Glast, Phillips & Murray, P.C.
13355 Noel Road, Suite 2200
Dallas, Texas 75240
(972)419-8300
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) per Share(2) Price (1)(2) Registration Fee(2)
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Common Stock, $.001 87,500 $5.25 $459,375 $122
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of additional shares that may be issuable in
connection with share splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the
high and low prices for the Company's common stock as reported within five
business days prior to the date of this filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously filed by Inland Resources Inc. (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the "Annual Report") filed by the
Company (SEC File No. 0-16487) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with the Commission on
March 30, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 filed by the Company under the
Exchange Act with the Commission on May 3, 2000.
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 filed by the Company under the
Exchange Act with the Commission on August 3, 2000.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, by which the
Company's shares of Common Stock were registered under Section
12(g) of the Exchange Act, and any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Sections 23B.08.500 - .590 of the Washington Business Corporation Act
("WBCA") provide broad authority for indemnification of directors and
officers. The Articles of Incorporation and Bylaws of the Company provide for
indemnification of its officers and directors to the fullest extent permitted by
the WBCA.
As permitted by Section 23B.08.320 of the WBCA, the Company's Articles
of Incorporation provide that a director shall not be liable for monetary
damages for breach of his fiduciary duty as a director except in certain limited
circumstances.
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The Company also maintains officers' and directors' liability
insurance which provides insurance coverage for covered liabilities that may be
imposed upon officers or directors under various circumstances.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
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(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration
Statement to: (i) include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) reflect in the
prospectus any facts or events arising after the effective
date of the Registration Statement which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
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 a 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration" table in the effective registration statement;
and (iii) include any additional or changed 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 provisions (i) and (ii) of
this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by
the Company pursuant to the Exchange Act that are
incorporated by reference into 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 post-effective
amendment any of the securities being registered which
remains unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 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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(c) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 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 this
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Denver, State of Colorado, on August 2, 2000.
INLAND RESOURCES INC.
By:/s/ BILL I. PENNINGTON
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Bill I. Pennington, Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints Bill I. Pennington and
Michael J. Stevens, or either one of them, as such person's attorney-in-fact
with full power to act alone, with full power of substitution or resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or
appropriate.
Name Office Date
---- ------ ----
/s/ JOHN D. LOMAX Director (Chairman of the Board) August 8, 2000
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John D. Lomax
/s/ BILL I. PENNINGTON Director, Chief Executive Officer August 2, 2000
- ------------------------- and Chief Financial Officer
Bill I. Pennington (Principal Executive Officer
and Principal Financial Officer)
/s/ MARC MacALUSO Director August 4, 2000
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Marc MacAluso
/s/ T BROOKE FARNSWORTH Director August 4, 2000
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T Brooke Farnsworth
/s/ MICHAEL J. STEVENS Vice President,Secretary August 2, 2000
- ------------------------- and Treasurer (Principal
Michael J. Stevens Accounting Officer)
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INLAND RESOURCES INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description of Exhibits
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4.1 Stock Option Agreement dated October 1, 1999 granted to Bill I.
Pennington by the Company, filed as Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1999, and incorporated herein by this reference.
*5.1 Opinion of Glast, Phillips & Murray, a Professional Corporation.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ryder Scott Company Petroleum Engineers.
23.3 Consent of Glast, Phillips & Murray, P.C. (contained in Exhibit
5.1).
24.1 Power of Attorney (included on signature page of Registration
Statement).
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* Filed herewith.