SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 17, 1999
SYNTROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-21911 43-1764632
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 South Boulder
Suite 1100
Tulsa, Oklahoma 74119-3295
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (918) 592-7900
None
(Registrant's former name and former address, if changed since last report)
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Item 5. Other Events.
On June 17, 1999, Syntroleum Corporation issued a press release (the "Press
Release") announcing stockholder approval of its reincorporation as a Delaware
corporation. The reincorporation was also completed on June 17, 1999. In the
reincorporation, Syntroleum Corporation, a Kansas corporation ("Syntroleum-
Kansas"), merged with and into Syntroleum Corporation, a Delaware corporation
("Syntroleum-Delaware" or "Syntroleum"), with Syntroleum-Delaware being the
surviving corporation. The Press Release is included as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
As a result of the reincorporation, Syntroleum-Delaware became the
successor corporation to Syntroleum-Kansas under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with respect to its common stock and its
preferred share purchase rights, and will succeed to Syntroleum-Kansas's
reporting obligations thereunder. Pursuant to Rule 12g-3 promulgated under the
Exchange Act, the common stock and preferred share purchase rights of
Syntroleum-Delaware are deemed to be registered under paragraph (g) of Section
12 of the Exchange Act.
Set forth below is a description of Syntroleum's capital stock. This
description is intended to be a summary of the material terms of Syntroleum's
capital stock and is qualified in its entirety by reference to Syntroleum's
charter and bylaws and the Rights Agreement relating to the preferred stock
purchase rights associated with the common stock.
DESCRIPTION OF SYNTROLEUM CAPITAL STOCK
The total number of shares of all classes of stock that Syntroleum has
authority to issue is 155,000,000, consisting of 150,000,000 shares of common
stock and 5,000,000 shares of preferred stock. An aggregate of approximately
26,900,052 shares of Syntroleum common stock are expected to be issued in the
reincorporation merger. Syntroleum has authorized and reserved for issuance
250,000 shares of junior participating preferred stock in connection with
preferred stock purchase rights described below.
Common Stock
The holders of common stock are entitled to one vote per share on all matters
voted on by the stockholders, including the election of directors. Except as
otherwise required by law or provided in any resolution adopted by the board of
directors with respect to any series of preferred stock, the holders of shares
of common stock exclusively possess all voting power of Syntroleum's
stockholders. Subject to any preferential rights of any outstanding series of
preferred stock, the holders of common stock are entitled to those dividends as
may be declared from time to time by the board of directors from funds available
for dividends and, upon liquidation, are entitled to receive pro rata all assets
of Syntroleum available for distribution to such holders.
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Preferred Stock
Syntroleum's board of directors is authorized to establish one or more series
of preferred stock and to determine, with respect to any series of preferred
stock, the powers, designation, preferences and rights of each series and the
qualifications, limitations or restrictions of each series, including (1) the
designation of the series, (2) the number of shares of the series, which number
the board of directors may, except where otherwise provided in the preferred
stock designation, increase or decrease, but not below the number of shares
thereof then outstanding, (3) whether dividends, if any, will be cumulative or
noncumulative and the dividend rate and the preferences, if any, of the series,
(4) the dates at which dividends, if any, will be payable, (5) the redemption
rights and price or prices, if any, for shares of the series, (6) the terms and
amounts of any sinking fund provided for the purchase or redemption of shares of
the series, (7) the amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of Syntroleum, (8) whether the shares of the series will be convertible into or
exchangeable for shares of any other class or series, or any other security, of
Syntroleum or any other corporation, and, if so, the specification of that class
or series or that other security, the conversion or exchange price or prices or
rate or rates, any adjustments to those prices or rates, the date or dates as of
which such shares will be convertible or exchangeable and all other terms and
conditions upon which the conversion or exchange may be made, (9) restrictions
on the issuance of shares of the same series, or of any other class or series,
and (10) the voting rights, if any, of the holders of the series.
Syntroleum believes that the ability of its board of directors to issue one or
more series of preferred stock will provide Syntroleum with flexibility in
structuring possible future financings and acquisitions, and in meeting other
corporate needs that might arise. The authorized shares of preferred stock, as
well as shares of common stock, will be available for issuance without further
action by Syntroleum's stockholders, unless stockholder action is required by
the rules of any stock exchange or automated quotation system on which
Syntroleum's securities are listed or traded. If the approval of Syntroleum's
stockholders is not required for the issuance of shares of preferred stock or
common stock, the board of directors may determine not to seek stockholder
approval.
Although Syntroleum's board of directors has no intention at the present time
of doing so, it could issue a series of preferred stock that could, depending on
the terms of such series, impede the completion of a merger, tender offer or
other takeover attempt. The board of directors will make any determination to
issue shares based on its judgment as to the best interests of Syntroleum and
its stockholders. The board of directors, in so acting, could issue preferred
stock having terms that could discourage an acquisition attempt through which an
acquiror may be able to change the composition of Syntroleum's board of
directors, including a tender offer or other transaction that some, or a
majority of, Syntroleum's stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock over
the then current market price of the stock.
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Preferred Stock Purchase Rights
Syntroleum-Kansas's board of directors declared a dividend of one preferred
share purchase right to the holder of record of each share of Syntroleum-Kansas
common stock as of the close of business on March 3, 1997. Prior to the
reincorporation, each of these rights entitled the registered holder to purchase
from Syntroleum-Kansas one six-hundredth of a share of Syntroleum-Kansas junior
preferred stock at a purchase price of $125.00 per one one-hundredth of a share,
subject to adjustment. In connection with the reincorporation, Syntroleum has
assumed these rights and the related Rights Agreement dated January 31, 1997
between Syntroleum-Kansas and American Stock Transfer & Trust Company, as agent
for holders of rights. Syntroleum has amended and restated that Rights
Agreement to reflect the assumption. As a result of the assumption, the rights
entitle the registered holder to purchase from Syntroleum the number of shares
of junior participating preferred stock of Syntroleum that is the same as the
number of shares of junior participating preferred stock that holder was
entitled to purchase from Syntroleum-Kansas before the reincorporation, and at
the same price.
The rights will have certain anti-takeover effects. The rights could cause
substantial dilution to a person or group that attempts to acquire Syntroleum
and effect a change in the composition of its board of directors on terms not
approved by the board of directors, including by means of a tender offer at a
premium to the market price. The rights should not interfere with any merger or
business combination approved by the board of directors because the rights may
be redeemed by Syntroleum at the redemption price prior to the time that a
person has become an acquiring person.
The following summary of the material terms of the rights is qualified in its
entirety by reference to the form of the Amended and Restated Rights Agreement,
a copy of which is an exhibit to this Current Report on Form 8-K.
Evidence and Transferability of Rights. The rights will be evidenced by the
certificates representing shares of common stock until the earlier to occur of:
. 10 days following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of
25% or more of the then outstanding shares of common stock (that
person or group is referred to as an "acquiring person"); or
. 10 business days (or a later date established by Syntroleum's board
of directors before the time any person or group becomes an acquiring
person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer that, if completed, would
result in the beneficial ownership by a person or group of 25% or more
of the outstanding shares of common stock.
The date that the rights are no longer evidenced by the certificates
representing shares of common stock is referred to as the "rights distribution
date."
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Until the rights distribution date or the earlier redemption or expiration of
the rights, (1) the rights will be transferred with and only with the shares of
common stock, (2) certificates representing shares of common stock will contain
a notation incorporating the terms of the rights by reference and (3) the
surrender for transfer of any certificates representing shares of common stock
will also constitute the transfer of the rights associated with the shares of
common stock represented by that certificate. As soon as practicable following
the rights distribution date, separate certificates evidencing the rights will
be mailed to holders of record of the shares of common stock as of the close of
business on the rights distribution date and those separate rights certificates
alone will evidence the rights.
Exercisability of Rights. The rights are not exercisable until the rights
distribution date. The rights will expire on January 31, 2007, unless the
expiration date is extended or unless the rights are earlier redeemed or
exchanged by Syntroleum, in each case, as described below.
If any person becomes an acquiring person, each holder of a right, other than
rights beneficially owned by the acquiring person, which will be void, will
after the date that any person became an acquiring person have the right to
receive upon exercise of those rights at the then current exercise price that
number of shares of common stock having a market value of two times the exercise
price of the right. If, at any time on or after the date that any person has
become an acquiring person, Syntroleum is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, each holder of a right will after the date of that transaction
have the right to receive, upon the exercise of those rights at the then current
exercise price of the right, that number of shares of common stock of the
acquiring company which at the time of that transaction will have a market value
of two times the exercise price of the right.
The purchase price payable, and the number of shares of junior preferred stock
or other securities or property issuable upon exercise of the rights are subject
to adjustment from time to time to prevent dilution (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the shares of
junior preferred stock, (2) upon the grant to holders of the shares of junior
preferred stock of specified rights or warrants to subscribe for or purchase
shares of junior preferred stock at a price, or securities convertible into
shares of junior preferred stock with a conversion price less than the then-
current market price of the shares of junior preferred stock or (3) upon the
distribution to holders of the shares of junior preferred stock of evidences of
indebtedness or assets, excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in shares of junior preferred
stock or of subscription rights or warrants other than those referred to above.
The number of outstanding rights and the number of shares of junior preferred
stock issuable upon exercise of each right are also subject to adjustment in the
event of a stock split of the common stock or a stock dividend on the common
stock payable in common stock or subdivisions, consolidations or combinations of
the common stock occurring, in any such case, prior to the rights distribution
date.
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With specified exceptions, no adjustment in the purchase price will be
required until cumulative adjustments require an adjustment of at least 1% in
the purchase price. No fractional shares of junior preferred stock will be
issued, other than fractions which are integral multiples of one one-hundredth
of a share of junior preferred stock, which may, at the election of Syntroleum,
be evidenced by depositary receipts. In lieu of those fractional shares, an
adjustment in cash will be made based on the market price of the shares of
junior preferred stock on the last trading day prior to the date of exercise.
Until a right is exercised, the holder of a right will have no rights as a
stockholder of Syntroleum, including the right to vote or to receive dividends.
Terms of Junior Preferred Stock. Shares of junior preferred stock purchasable
upon exercise of the rights will not be redeemable. Each share of junior
preferred stock will be entitled to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an aggregate dividend equal
to 600 times the dividend declared per share of common stock. In the event of
liquidation, the holders of the junior preferred stock will be entitled to a
minimum preferential liquidation payment of $600 per share but will be entitled
to an aggregate payment equal to 600 times the payment made per share of common
stock. Each share of junior preferred stock will have 600 votes, together with
the common stock. Finally, in the event of any merger, consolidation or other
transaction in which the common stock is exchanged, each share of junior
preferred stock will be entitled to receive an amount equal to 600 times the
amount received per share of common stock. These rights are protected by
customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights of the
junior preferred stock, the value of the one six-hundredth interest in a share
of junior preferred stock purchasable upon exercise of each right should
approximate the value of one share of common stock.
Exchange or Redemption. At any time after any person becomes an acquiring
person and before the acquisition by that person of 50% or more of the
outstanding shares of common stock, the board of directors may exchange the
rights, in whole or in part, at an exchange ratio of one share of common stock,
or one six-hundredth of a share of junior preferred stock, per right, subject to
adjustment. This exchange will not apply to rights owned by the acquiring
person which will have become void.
At any time before any person becomes an acquiring person, the board of
directors may redeem the rights in whole, but not in part, at a price of $.01
per right.
The redemption of the rights may be made effective at any time, on any basis
and with any conditions as the board of directors in its sole discretion may
establish. Immediately upon any redemption of the rights, the rights will
terminate and holders of rights will only receive the redemption price.
Amendment. The terms of the rights may be amended by the board of directors
without the consent of the holders of the rights, including an amendment to
lower (1) the threshold at which a
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person becomes an acquiring person and (2) the percentage of common stock
proposed to be acquired in a tender or exchange offer that would cause the
rights distribution date to occur, to not less than the greater of (A) the sum
of .001% and the largest percentage of the outstanding common stock then known
to Syntroleum to be beneficially owned by any person or group of affiliated or
associated persons and (B) 10%, except that, from and after the time that any
person or group of affiliated or associated persons becomes an acquiring person,
no amendment may adversely affect the interests of the holders of the rights.
Restrictions on Business Combinations
Syntroleum's charter provides that "business combinations" involving an
"interested stockholder" must be approved by the holders of at least 66 2/3% of
the voting power of the shares not owned by the interested stockholder, unless
the business combination is either approved by "continuing directors" or meets
specified requirements regarding price and procedure.
"Continuing directors" is generally defined in Syntroleum's charter as (1)
directors who are unaffiliated with the interested stockholder and joined the
board before the party to the transaction became an interested stockholder or
(2) directors who are unaffiliated with the interested stockholder and are
elected to fill a vacancy and that election is recommended by a majority of
continuing directors then on the board. The charter of Syntroleum also provides
that the initial directors named in its charter who are unaffiliated with the
interested stockholder are "continuing directors."
A "business combination" is generally defined in Syntroleum's charter as
follows.
. any merger or consolidation of Syntroleum or its subsidiaries with
any interested stockholder;
. any disposition, in one transaction or a series of transactions, to
or with any interested stockholder of any assets of Syntroleum having
an aggregate fair market value of $10,000,000 or more;
. the issuance or transfer by Syntroleum of any securities of
Syntroleum to any interested stockholder, in exchange for property
having an aggregate fair market value of $10,000,000 or more;
. the adoption of any plan or proposal for the liquidation or
dissolution of Syntroleum proposed by or on behalf of an interested
stockholder; or
. any reclassification of securities, or recapitalization of
Syntroleum, or any merger or consolidation of Syntroleum with any of
its subsidiaries or any other transaction that has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of
Syntroleum that are directly or indirectly owned by any interested
stockholder.
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An "interested stockholder" is generally defined in Syntroleum's charter as
any person, other than Syntroleum, who or which:
. itself, or along with its affiliates, is the beneficial owner,
directly or indirectly, of more than 10% of the then outstanding
voting stock of Syntroleum;
. is an affiliate of Syntroleum and at any time within the two-year
period immediately before the date in question was itself, or along
with its affiliates, the beneficial owner, directly or indirectly, of
10% or more of the then outstanding voting stock of Syntroleum; or
. is an assignee of or has otherwise succeeded to any voting stock of
Syntroleum that was at any time within the two-year period immediately
before the date in question beneficially owned by an interested
stockholder, if that assignment or succession occurred in the course
of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
The provisions in Syntroleum's charter restricting business combinations with
interested stockholders also generally apply to an interested stockholder's
affiliates.
To satisfy the price and procedure requirements of these provisions, the
following criteria must be satisfied:
. the total amount of the cash and the fair market value of
consideration other than cash to be received per share by holders of
Syntroleum's capital stock is at least equal to the highest of
(1) the highest price per share paid by the interested
stockholder in transactions during the two-year period
before the announcement of the transaction or in the
transaction in which it became an interested stockholder;
(2) the fair market value of the stock on the date of
announcement of the transaction or the date of the
transaction in which it became an interested stockholder,
whichever is higher; and
(3) the amount determined under clause (2) above multiplied by
the ratio of (A) the highest price per share paid by the
interested stockholder for any shares during the two-year
period before the date of announcement of the transaction to
(B) the fair market value of the stock on the first day in
that two-year period on which the interested stockholder
acquired any shares of stock;
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. generally, the consideration to be received by holders of a particular
class of outstanding voting stock is in cash or in the same form as
the interested stockholder has previously paid for shares of that
class of voting stock;
. after the interested stockholder has become an interested stockholder
and before the completion of the business combination, specified
actions or omissions have not occurred with respect to dividends and
the interested stockholder has not become the beneficial owner of any
additional voting stock except as part of the transaction which
results in the interested stockholder becoming an interested
stockholder;
. after the interested stockholder has become an interested stockholder,
the interested stockholder has not received, except proportionately as
a shareholder, any financial assistance or tax advantages provided by
the corporation, whether in anticipation of or in connection with the
business combination or otherwise; and
. a proxy or information statement describing the proposed business
combination and complying with the requirements of the Securities
Exchange Act of 1934 is mailed to stockholders at least 30 days before
the completion of the business combination.
Section 203 of the Delaware General Corporation Law ("DGCL") provides that,
subject to specified exceptions, a corporation may not engage in a broad range
of business combinations with any "interested stockholder" for a three-year
period following the time that the stockholder becomes an interested stockholder
unless:
. prior to that time, the board of directors of the corporation
approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
. upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding shares owned by persons who
are both officers and directors of the corporation and shares held by
specified employee stock ownership plans; or
. on or after that time, the business combination is approved by the
board of directors of the corporation and by the affirmative vote of
at least 66 2/3% of the outstanding voting stock which is not owned by
the interested stockholder.
In general, an "interested stockholder" is defined for purposes of Section 203
of the DGCL to include any person that is (1) the owner of 15% or more of the
outstanding voting stock of the corporation or (2) an affiliate or associate of
the corporation that was the owner of 15% or more of the outstanding
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voting stock of the corporation at any time within the previous three years. The
DGCL permits a corporation to opt out of these provisions, although Syntroleum
has not done so.
Amendments to Charter
Amendments of Syntroleum's charter generally require the approval of the
holders of a majority of the outstanding stock entitled to vote on the
amendment, and if the amendment would increase or decrease the number of
authorized shares of any class or series or the par value of shares of that
class or series or would adversely affect the rights, powers or preferences of
that class or series, a majority of the outstanding stock of that class or
series also would be required to approve the amendment. However, the amendment
or repeal of, or the adoption of provisions that are inconsistent with, the
provisions of Syntroleum's charter regarding (1) powers of the board of
directors with respect to the bylaws and the accounts and books of Syntroleum
and (2) the number, election and classification of directors of Syntroleum,
requires the approval of the board of directors and the affirmative vote of 80%
of the stock entitled to vote in the election of directors. In addition, the
amendment or repeal of, or the adoption of provisions that are inconsistent
with, the provisions of Syntroleum's charter regarding votes required for
business combinations with interested stockholders described above requires the
approval of the Syntroleum board of directors and the affirmative vote of
66 2/3% of the stock entitled to vote in the election of directors and not owned
directly or indirectly by interested stockholders or their affiliates.
Amendments to Bylaws
Syntroleum's board of directors may adopt, alter or amend the bylaws. In
addition to meeting certain notice requirements, Syntroleum's bylaws provide
that the affirmative vote of the holders of at least 80% of the voting power of
the then outstanding voting stock, voting together as a single class, is
required for stockholders to alter, amend or repeal any provision of the bylaws
or to adopt any additional bylaws.
Special Meetings of Stockholders
Subject to the rights of holders of any series of preferred stock,
Syntroleum's bylaws provide that a special meeting may be called only by the
chairman of the board of directors or by the board of directors pursuant to a
resolution adopted by a majority of the total number of directors of Syntroleum.
The business permitted to be conducted at any special meeting of stockholders is
limited to the business brought before the meeting pursuant to the notice of
meeting.
Stockholder Action by Written Consent
Syntroleum's charter provides that corporate action may not be taken by
written consent of stockholders.
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Advance Notice Provisions for Stockholder Director Nominations and Stockholder
Proposals
Syntroleum's bylaws establish an advance notice procedure for stockholders
to make nominations of candidates for election as directors or to bring other
business before an annual meeting of stockholders of Syntroleum.
The bylaws provide that only individuals who are nominated by, or at the
direction of, Syntroleum's board of directors, or by a stockholder who has given
timely written notice to the secretary of Syntroleum before the meeting at which
directors are to be elected, will be eligible for election as directors of
Syntroleum. The bylaws also provide that at an annual meeting only business may
be conducted as has been brought before the meeting by, or at the direction of,
the chairman of the board or Syntroleum's board of directors, or by a
stockholder who has given timely written notice to the secretary of Syntroleum
of the stockholder's intention to bring that business before the meeting.
Under these provisions, for notice of stockholder director nominations or
proposals to be made at an annual meeting to be timely, the notice must
generally be received by Syntroleum:
. not less than 70 days nor more than 90 days before the first
anniversary of the previous year's annual meeting; or
. if the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 70 days, from the anniversary date, not
earlier than 90 days before the meeting and not later than the later
of (1) 70 days before the meeting and (2) 10 days after public
announcement of the date of the meeting is first made.
However, if the number of directors to be elected is increased and there is
no public announcement naming all of the nominees for director or specifying the
size of the increased board of directors at least 80 days before the first
anniversary of the preceding year's annual meeting, a stockholder's notice will
be timely, but only with respect to nominees for any new positions created by
that increase, if it is received by Syntroleum not later than 10 days after the
public announcement is first made by Syntroleum. If directors are to be elected
at a special meeting, the notice must be received by Syntroleum not earlier than
90 days before the meeting and not later than the later of (1) 70 days before
the meeting and (2) 10 days after public announcement of the date of the
meeting. Stockholders may not bring business before a special meeting of
stockholders under the bylaws.
Under the bylaws, a stockholder's notice to Syntroleum proposing to
nominate an individual for election as a director must contain specified
information, including the identity and address of the nominating stockholder,
the class and number of shares of stock that are owned by the stockholder, and
all information regarding the proposed nominee that would be required to be
included in a proxy statement soliciting proxies for the proposed nominee. Under
the bylaws, a stockholder's notice relating to the conduct of business other
than the nomination of directors must contain specified information about the
proposed business and about the proposing stockholders, including a brief
description of the business the stockholder proposes to bring before the
meeting, the reasons for
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conducting the business at the meeting, the name and address of the stockholder,
the class and number of shares of stock beneficially owned by the stockholder,
and any material interest of the stockholder in the business so proposed. If the
chairman of the board or other officer presiding at a meeting determines that a
person was not nominated, or other business was not brought before the meeting,
in accordance with the bylaws, that person will not be eligible for election as
a director, or that business will not be conducted at the meeting, as the case
may be.
Classification of Directors
Syntroleum's charter provides that directors will be divided into three
classes serving staggered three-year terms so that approximately one-third of
the board of directors is elected each year. They also provide that, subject to
the rights of the holders of any series of preferred stock or any other series
or class of stock as set forth in the charter to elect additional directors
under specified circumstances, the number of directors is fixed in accordance
with the bylaws. Syntroleum's bylaws provide that the number of directors is to
be fixed from time to time pursuant to a resolution adopted by a majority of the
whole board of directors but will not consist of more than 11 nor less than
three directors. As of June 17, 1999, the board of directors consisted of eight
persons.
The classification of directors makes it more difficult for stockholders to
change the composition of the board of directors. At least two annual meetings
of stockholders, instead of one, will be required to effect a change in a
majority of the board of directors.
Removal of Directors; Filling Vacancies on the Board of Directors
Syntroleum's charter provides that a director may be removed only for cause
and only by the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding voting stock, voting together as a single class.
Under Syntroleum's bylaws, newly created directorships resulting from any
increase in the number of directors or any vacancies on the board of directors
may be filled by the affirmative vote of a majority of the directors then in
office, subject to the rights, if any, of holders of Syntroleum's preferred
stock. In addition, the Syntroleum bylaws provide that the directors elected to
fill vacancies on the board of directors will hold office until the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires.
Item 7. Financial Statements and Exhibits
(a) Exhibits
*2.1 Agreement and Plan of Merger dated as of May 7, 1999 by and
between Syntroleum-Kansas and Syntroleum-Delaware (incorporated
by reference to Appendix A to the Proxy Statement of Syntroleum-
Kansas filed with the Securities and Exchange Commission on May
12, 1999).
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*4.1 Certificate of Incorporation of Syntroleum-Delaware (incorporated
by reference to Annex B to the Proxy Statement of Syntroleum-
Kansas filed with the Securities and Exchange Commission on May
12, 1999).
4.2 Certificates of Merger filed on June 17, 1999.
*4.3 Bylaws of Syntroleum-Delaware (incorporated by reference to
Appendix C to the Proxy Statement of Syntroleum-Kansas filed with
the Securities and Exchange Commission on May 12, 1999).
4.4 Amended and Restated Rights Agreement dated as of January 31,
1997 and Amended and Restated as of June 17, 1999.
4.5 Certificate of Designations of Series A Junior Participating
Preferred Stock of Syntroleum, dated June 16, 1999.
99.1 Press Release dated June 17, 1999.
__________________________
*Incorporated by reference as indicated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYNTROLEUM CORPORATION
By: /s/ Eric Grimshaw
---------------------------------
Name: Eric Grimshaw
Title: Vice President
and Secretary
Date: June 17, 1999
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