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Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOMAK PETROLEUM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-131257
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
500 THROCKMORTON STREET, FORT WORTH, TEXAS 76102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1989 STOCK OPTION PLAN
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1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
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(FULL TITLE OF PLANS)
JOHN H. PINKERTON, PRESIDENT
LOMAK PETROLEUM, INC.
500 THROCKMORTON STREET, FORT WORTH, TEXAS 76102
(817) 870-2601
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to be Offering Price Aggregate Amount of
Title of Each Class of Securities to be Registered Registered(1) Per Share(2) Offering Price Registration Fee(2)
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Common Stock, $.01 par value 169,899 $10.50 $ 1,783,940 $ 615.16
Common Stock, $.01 par value 76,000 $10.38 $ 788,880 $ 272.03
Common Stock, $.01 par value 954,101 $12.88 $12,284,050 $4,238.00
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Total 1,200,000 - - $5,125.19
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<FN>
(1) Consists of 1,000,000 shares of Common Stock issuable upon exercise of options outstanding under the 1989 Stock
Option Plan, as amended, and 200,000 shares of Common stock issuable upon exercise of options outstanding under the
1994 Outside Directors Stock Option Plan. Of such options 169,899 have been granted under the registrant's 1989 Stock
Option Plan at an exercise price of $10.50 per share, 76,000 have been granted under the registrant's 1994 Outside
Directors Stock Option Plan at an exercise price of $10.38 per share and 954,101 have not yet been granted. Of such
954,101 options, 830,101 may be granted under the 1989 Stock Option Plan and 124,000 may be granted under the 1994
Outside Directors Stock Option Plan.
(2) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, the average price for the 169,899 options granted under the
1989 Stock Option Plan was $10.50 per share, the average price for the 76,000 options granted under the 1994 Outside
Directors Stock Option Plan was $10.38 per share and the price for the 954,101 shares issuable upon exercise of
options not yet granted was based on a price of $12.88, the last sale of Common Stock of Lomak Petroleum, Inc.,
reported on the Nasdaq National Market on August 19, 1996.
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In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, this Registration Statement will become effective upon
filing with the Securities and Exchange Commission.
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THE STOCK OPTION PLANS
This Registration Statement relates to an aggregate of 1,200,000 shares
of common stock, $.01 par value (the "Common Stock"), of Lomak Petroleum, Inc.
("Registrant") issuable upon the exercise of stock options that have been and
will be granted under the 1989 Stock Option Plan and 1994 Outside Directors
Stock Option Plan (collectively, the "Plans") of the Registrant to key employees
and non-employee directors of the Company.
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 Information
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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 in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 of the registrant 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, 1995
with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13(a) or 15(d) of the Exchange Act, including Form 10-Q's for the
periods ended March 31, 1996 and June 30, 1996, a Form 8-K dated April 19,1996,
and a Form 8-K/A dated May 31, 1996;
(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; and
(d) The Registrant's preceding Registration Statement on Form S-8
(Registration No. 33-66322).
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates
all shares under the Plans have been sold or which deregisters all shares then
remaining unsold under the Plans, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Certain legal matters in connection with the shares of Common Stock
being registered hereby are being passed upon by Rubin Baum Levin Constant &
Friedman, 30 Rockefeller Plaza, New York, New York 10112, counsel to the
Registrant. Walter M. Epstein, Esq. is of counsel to such firm and owns 4,848
shares of the Registrant's Common Stock.
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Item 6. Indemnification of Directors and Officers
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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 or other enterprise. This
statute describes in detail the right of the corporation to indemnify any such
person. Article SEVENTH, section (5) the Company 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
(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 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 stockholders 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.
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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
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Not applicable.
Item 8. Exhibits
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Exhibit No. Description
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4.1 Amendment to the Lomak Petroleum, Inc. 1989 Stock Option
Plan, as Amended
4.2 1994 Outside Directors Stock Option Plan
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
24.1(a) Consent of Rubin Baum Levin Constant & Friedman (Included
in Exhibit 5.1).
24.1(b) Consent of Arthur Andersen LLP
24.1(c) Consent of Ernst & Young LLP
Item 9. Undertakings
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The undersigned 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;
(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. 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 and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement.
(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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Act of 1934)
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that is the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 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 August 23, 1996.
LOMAK PETROLEUM, INC.
BY: /S/ THOMAS W. STOELK
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Thomas W. Stoelk
Vice President-Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas J. Edelman, John H. Pinkerton and
Thomas W. Stoelk, or any of them, each with power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all subsequent pre-and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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SIGNATURES
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 date indicated.
SIGNATURE TITLE DATE
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/s/ Thomas J. Edelman Chairman and Director August 23, 1996
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Thomas J. Edelman
President, Chief Executive Officer and August 23, 1996
/s/ John H. Pinkerton Director (Principal Executive Officer)
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John H. Pinkerton
/s/ C. Rand Michaels Vice Chairman and Director August 23, 1996
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C. Rand Michaels
/s/ Robert E. Aikman Director August 23, 1996
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Robert E. Aikman
Director August 23, 1996
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Allen Finkelson
Director August 23, 1996
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Anthony V. Dub
/s/ Ben A. Guill Director August 23, 1996
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Ben A. Guill
Vice President - Finance and Chief August 23, 1996
Financial Officer (Principal Financial
/s/ Thomas W. Stoelk Officer)
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Thomas W. Stoelk
Controller and Chief Accounting Officer August 23, 1996
/s/ John R. Frank (Principal Accounting Officer)
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John R. Frank
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EXHIBIT INDEX
Exhibit No. Description Page
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4.1 Amendment to the Lomak Petroleum, Inc. 1989 Stock Option Plan, as Amended
4.2 1994 Outside Directors Stock Option Plan
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
24.1(a) Consent of Rubin Baum Levin Constant & Friedman (Included in Exhibit 5.1).
24.1(b) Consent of Arthur Andersen LLP
24.1(c) Consent of Ernst & Young LLP
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