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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2000
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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1999 STOCK INCENTIVE PLAN
(Full title of the plan)
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:
MICHAEL D. WORTLEY
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE, SUITE 3700
DALLAS, TEXAS 75201
(214) 220-7700
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 price per share (1) offering price (1) registration fee
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Common Stock, $0.01 par
Value per share................ 1,400,000 shares $2.3125 $3,237,500 $855
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The price for the
1,400,000 shares issuable under the Company's 1999 Stock Incentive Plan was
based on a price of $2.3125, the last sale price of Common Stock of the Company
reported on The New York Stock Exchange on February 15, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K, as amended, for
the fiscal year ended December 31, 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,
1998 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, 1999,
June 30, 1999 and September 30, 1999, as amended.
(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 Resources Corporation, 500 Throckmorton
Street, Fort Worth, Texas 76102, Attention: Secretary, telephone (817) 871-2601.
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 Company's bylaws provide that the Company may indemnify each
director, officer, employee, or agent of the Company against all liabilities and
expenses reasonably incurred in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been a
director, officer, employee, or agent of the Company, to the full extent
permitted by Delaware General Corporation Law. Pursuant to Section 145 of the
Delaware General Corporation Law, the Company generally has the power to
indemnify its present and former directors and officers against expenses and
liabilities incurred by them in connection with any suit to which they are, or
are threatened to be made, a party by reason of their serving in those positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the Company, and with respect to
any criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful.
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With respect to suits by or in the right of the Company, however,
indemnification is generally limited to attorney's fees and other expenses and
is not available if the person is adjudged to be liable to the Company, unless
the court determines that indemnification is appropriate. The statute expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Company also has the power to purchase and maintain
insurance for its directors and officers.
The preceding discussion of the Company's articles of incorporation and
Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Company's articles of
incorporation and Section 145 of the Delaware General Corporation Law.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
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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:
4.1* Range Resources Corporation 1999 Stock Incentive Plan
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)
* Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this 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 this Registration
Statement;
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(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above 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.
(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 a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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 Fort Worth, State of Texas, on the 16th day of
February 2000.
RANGE RESOURCES CORPORATION
By: /s/ Eddie M. LeBlanc III
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Eddie M. LeBlanc III
Chief Financial Officer
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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 Eddie M. LeBlanc III, 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 February 16, 2000
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Thomas J. Edelman
/s/ John H. Pinkerton President, Chief Executive Officer and February 16, 2000
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John H. Pinkerton
/s/ Robert E. Aikman Director February 16, 2000
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Robert E. Aikman
/s/ Allen Finkelson Director February 16, 2000
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Allen Finkelson
/s/ Anthony V. Dub Director February 16, 2000
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Anthony V. Dub
/s/ Ben A. Guill Director February 16, 2000
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Ben A. Guill
/s/ Jonathan S. Linker Director February 16, 2000
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Jonathan S. Linker
/s/ Eddie M. LeBlanc III Chief Financial Officer February 16, 2000
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Eddie M. LeBlanc III Accounting Officer)
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EXHIBIT INDEX
Exhibit Description of Exhibit
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4.1 Range Resources Corporation 1999 Stock Incentive Plan
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(a) hereto)
24.1 Powers of Attorney (included in the signature pages hereto)
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