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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(Address of principal executive offices, including zip code)
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SECOND AMENDED AND RESTATED 1996 STOCK PURCHASE PLAN AND OPTION
PLAN FOR EMPLOYEES OF DOMAIN ENERGY CORPORATION AND AFFILIATES
AND
DOMAIN ENERGY CORPORATION 1997 STOCK OPTION PLAN FOR
NONEMPLOYEE DIRECTORS
(Full title of the plans)
JOHN H. PINKERTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RANGE RESOURCES CORPORATION
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(817) 870-2601
(Name, address and telephone number of agent for service)
copy to:
J. MARK METTS
VINSON & ELKINS L.L.P.
1001 FANNIN, SUITE 2300
HOUSTON, TEXAS 77002-6760
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share (3) offering price (3) registration fee
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Common Stock, $0.01 par
value per share......... 1,163,005 shares (2) $11.55 $3,431,906 $1,012
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.
(2) 1,138,830 of such shares are issuable upon the exercise of outstanding
options granted or options available for grant under the Second Amended and
Restated 1996 Stock Purchase and Option Plan for Key Employees of Domain Energy
Corporation and Affiliates and 24,175 of such shares are issuable upon the
exercise of outstanding options granted or options available for grant under the
Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors.
(3) Of the 1,163,005 shares to be registered pursuant to this Form S-8, 508,984
are exercisable for $.01 per share, 509,016 are exercisable for $3.46 per share,
120,830 are exercisable for $11.55 per share and 24,175 are exercisable for
$11.17 per share. The exercise price for the remaining shares has been estimated
upon the basis of the price of securities of the same class, using the average
of the high and low prices reported by the New York Stock Exchange for purposes
of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees of Range Energy
Corporation (formerly Domain Energy Corporation) as specified by Rule 428(b)(1).
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) and
additional information about the Second Amended and Restated 1996 Stock Purchase
and Option Plan for Key Employees of Domain Energy Corporation and Affiliates
and the Domain Energy Corporation 1997 Stock Option Plan for Nonemployee
Directors and their respective administrators is available without charge by
contacting:
Range Energy Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
(817) 870-2601
Attention: Secretary
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, dated March 20, 1998, filed
pursuant to Section 13(a) of the Securities Exchange Act of
1934 (the "Exchange Act");
(b) All other reports filed by the Registrant since December 31,
1997 with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act, including the Registrant's Quarterly Reports
on Form 10- Q for the fiscal quarters ended March 31, 1998 and
June 30, 1998; and
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10, dated June 18, 1980,
and filed with the Commission pursuant to Section 12(g) of the
Exchange Act, including any subsequent amendment(s) or
report(s) filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Registrant
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be directed to Range Energy Corporation, 500 Throckmorton
Street, Fort Worth, Texas 76102, Attention: Secretary, telephone (817)
8710-2601.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is made a party to a proceeding or threatened
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or was, at the request of the corporation, serving
in any of such capacities in another corporation to indemnify any such person.
Article SEVENTH, section (5) the Registrant's Certificate of
Incorporation provides:
"Any former, present or future director, officer or employee
of the Company or the legal representative of any such
director, officer, or employee shall be indemnified by the
Company
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(a) against reasonable costs, disbursements and counsel fees
paid or incurred where such person has been successful on the
merits or otherwise in any pending, threatened or completed
civil, criminal, administrative or arbitrative action, suit or
proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or
proceeding, or in defense of any claim issue or matter
therein, by reason of such person being or having been such
director, officer or employee, and
(b) with respect to any such action, suit, proceeding, inquiry
or investigation for which indemnification is not made under
(a) above, against reasonable costs, disbursements (which
shall include amounts paid in satisfaction of settlements,
judgments, fines and penalties, exclusive, however, of any
amount paid or payable to the Company) and counsel fees if
such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the
applicable standard of conduct was met to be made by a
majority of the members of the Board of Directors (sitting as
a committee of the Board) who were not parties to such
inquiry, investigation, action, suit or proceeding or by any
one or more disinterested counsel to whom the question may be
referred to the Board of Directors; provided, however, in
connection with any proceeding by or in the right of the
Company, no indemnification shall be provided as to any person
adjudged by any court to be liable for negligence or
misconduct except as and to the extent determined by such
court.
The termination of any such inquiry, investigation, action,
suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent shall not
of itself create a presumption that such person did not meet
the standards of conduct set forth in subsection (b) above.
Reasonable costs, disbursements and counsel fees incurred by
such person in connection with any inquiry, investigation
action, suit or proceeding may be paid by the Company in
advance of the final disposition of such matter if authorized
by a majority of the Board of Directors (sitting as a
committee of the Board) not parties to such matter upon
receipt by the Company of an undertaking by or on behalf of
such person to repay such amount unless it is ultimately
determined that such person is entitled to be indemnified as
set forth herein.
The Board of Directors may, at any regular or special meeting
of the Board, by resolution, accord similar indemnification
(prospective or retroactive) to any director, trustee, officer
or employee of any other company who is serving as such at the
request of the Company because of the Company's interest in
such other company and any officer, director or employee of
any constituent corporation absorbed by the Company in a
consolidation or merger, or the legal representative of any
such director, trustee, officer or employee.
The indemnification herein provided shall not exclude any
other rights to which such person may be entitled as a matter
of law or which may be lawfully granted."
Article EIGHTH of the Registrant's Certificate of Incorporation
provides:
"No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
This paragraph shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the
effective date of its adoption. If the General Corporation Law
of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal
liability of directors, then the liability of a director to
the Corporation shall be limited or eliminated to the fullest
extent permitted by the General Corporation Law of the State
of Delaware, as so amended from time to time. No repeal or
modification of this Article VIII, directly or by adoption of
an inconsistent provision of this Certificate of
Incorporation, by the stockholders of the Corporation shall be
effective with respect to any cause of action, suit claim or
other matter, but for this Article VIII, would accrue or arise
prior to such repeal or modification."
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Article XII of the Company's Bylaws, incorporating the above
provisions, provides for an indemnification agreement to be entered into by
directors and designated officers of the Company. All directors of the Company
have executed an indemnification agreement, the form of which was approved by
stockholders at the Company's 1994 annual stockholder's meeting.
Article XII of the Company's Bylaws also allows the Company to purchase
liability insurance for officers and directors. As of the date hereof, there is
no such insurance in place.
Article XIII of the Company's Bylaws, with certain specified
exceptions, limits the personal liability of the directors to Lomak or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by Delaware law, including any changes in Delaware law adopted
in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
3.1 -- Certificate of Amendment to Certificate of
Incorporation of the Company dated August 25, 1998
4.1 -- Second Amended and Restated 1996 Stock Purchase and
Option Plan for Key Employees of Domain Energy
Corporation and Affiliates
4.2 -- Domain Energy Corporation 1997 Stock Option Plan for
Nonemployee Directors
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in the
opinion filed as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in the signature pages
hereto)
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) to include any 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 paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
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(2) That, for the purposes 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 a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the 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.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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
Registrant 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 it 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Hartville, State of Ohio, on the 28th day of August,
1998.
RANGE RESOURCES CORPORATION
By: /s/ THOMAS W. STOELK
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Thomas W. Stoelk
Senior Vice President-Finance and Administration and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Thomas W. Stoelk, and each
of them severally, acting alone and without the other, as his attorney-in-fact
to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.
Signature Capacity Date
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/s/ THOMAS J. EDELMAN Chairman and Director August 28, 1998
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Thomas J. Edelman
/s/ JOHN H. PINKERTON President, Chief Executive Officer and August 28, 1998
--------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ MICHAEL V. RONCA Chief Operating Officer and Director August 28, 1998
--------------------- (Principal Operating Officer)
Michael V. Ronca
/s/ C. RAND MICHAELS Vice Chairman and Director August 28, 1998
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C. Rand Michaels
/s/ ROBERT E. AIKMAN Director August 28, 1998
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Robert E. Aikman
/s/ ALLEN FINKELSON Director August 28, 1998
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Allen Finkelson
/s/ ANTHONY V. DUB Director August 28, 1998
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Anthony V. Dub
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/s/ BEN A. GUILL Director August 28, 1998
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Ben A. Guill
/s/ JONATHAN S. LINKER Director August 28, 1998
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Jonathan S. Linker
/s/ THOMAS W. STOELK Senior Vice President - Finance and August 28, 1998
---------------------- Administration
Thomas W. Stoelk (Principal Financial Officer)
/s/ GEOFFREY T. DOKE Vice President - Controller (Principal August 28, 1998
---------------------- Accounting Officer)
Geoffrey T. Doke
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EXHIBIT INDEX
Exhibit Description of Exhibit
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3.1 -- Certificate of Amendment to Certificate of Incorporation of
the Company dated August 25, 1998
4.1 -- Second Amended and Restated 1996 Stock Purchase and Option
Plan for Key Employees of Domain Energy Corporation and
Affiliates
4.2 -- Domain Energy Corporation 1997 Stock Option Plan for Nonemployee Directors
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in the signature pages hereto)