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As filed with the Securities and Exchange Commission January 23, 1998
Registration No. 333________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 500 Throckmorton Street 34-1312571
(STATE OR OTHER JURISDICTION OF Ft. Worth Texas 76102 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (817) 870-2601 IDENTIFICATION NO.)
(ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1989 STOCK OPTION PLAN
1997 STOCK PURCHASE PLAN
401(K) PLAN & TRUST
(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)
With a 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
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 1,000,000 $15.31 $15,310,000 $4,639
Common Stock, $.01 par value 424,500 $15.31 $ 6,499,095 $1,969
Common Stock, $.01 par value 200,000 $15.31 $ 3,062,000 $ 928
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Total 1,624,500 -- -- $7,536
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(1)Consists of 1,000,000 shares of Common Stock issuable upon exercise of
options not yet granted under the 1989 Stock Option Plan, as amended, 424,500
shares of Common Stock available for purchase under the 1997 Stock Purchase
Plan and 200,000 shares of Common Stock issuable under the Company's 401(K)
Plan and Trust.
(2)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 1,000,000 options granted under the 1989 Stock Option Plan, the 424,500
shares available for purchase under the 1997 Stock Purchase Plan and the
200,000 shares issuable under the Company's 401(K) Plan & Trust was based on
a price of $15.31, the last sale of Common Stock of Lomak Petroleum, Inc.,
reported on the New York Stock Exchange on January 22, 1998.
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THE STOCK OPTION PLANS
This Registration Statement relates to an aggregate of 1,624,500 shares of
common stock, $.01 par value (the "Common Stock"), of Lomak Petroleum, Inc.
("Registrant") issuable upon the exercise of stock options that will be granted
under the 1989 Stock Option Plan (the "Option Plan") and Common Stock that
will be issued under the 1997 Stock Purchase Plan (the "Purchase Plan") and
Common Stock that will be issued under the 401(K) Plan and Trust (the "Benefit
Plan") (collectively, the "Plans") of the Registrant to employees of the
Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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, 1996, as amended by Form 10-K/A, dated March 7, 1997 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, 1996 with
the Securities and Exchange Commission (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, 1997, June 30, 1997 and
September 30, 1997 and the Registrant's Current Report on Form 8-K dated
February 26, 1997, as amended by Form 8-K/A dated March 14, 1997;
(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) and Registration Statement on Form S-8 (Registration
No. 333-10719).
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. 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
supercedes 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 Lomak Petroleum, Inc., 500 Throckmorton Street, Fort
Worth, Texas 76102 Attention: Corporate Secretary, telephone (817) 870-2601.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Registant 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 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
(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
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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.
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
Exhibit No. Description
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4.1 Lomak Petroleum, Inc. 1989 Stock Option Plan (filed
as Exhibit 10.1(d) to the Registrant's Registration
Statement on Form S-4, File No. 33-31558 and
incorporated herein by reference)
4.2* Amendment to the Lomak Petroleum, Inc. 1989 Stock
Option Plan, as Amended
4.3* 1997 Stock Purchase Plan
4.4* Lomak Petroleum, Inc. 401(K) Plan & Trust
5.1* Opinion of Vinson & Elkins, L.L.P.
23.1(a)* Consent of Vinson & Elkins, L.L.P. (Included in
Exhibit 5.1).
23.1(b)* Consent of Arthur Andersen LLP
23.1(c)* Consent of Coopers & Lybrand LLP
24.1* Powers of Attorney (included in the signature pages
hereto).
* Filed herewith.
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Item 9. Undertakings
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 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. 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 prospectus filed with the Securities and Exchange
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; 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 Securities
Exchange Act of 1934 that are incorporated by reference in
this 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.
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 Exchange 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 in 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, January 23, 1998.
LOMAK PETROLEUM, INC.
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 date indicated. Each person whose signature appears below
constitutes and appoints 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 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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SIGNATURE TITLE DATE
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/s/ Thomas J. Edelman Chairman and Director January 23, 1998
----------------------------
Thomas J. Edelman
/s/ John H. Pinkerton President, Chief Executive Officer and January 23, 1998
---------------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ C. Rand Michaels Vice Chairman and Director January 23, 1998
----------------------------
C. Rand Michaels
/s/ Robert E. Aikman Director January 23, 1998
----------------------------
Robert E. Aikman
/s/ Allen Finkelson Director January 23, 1998
----------------------------
Allen Finkelson
/s/ Anthony V. Dub Director January 23, 1998
----------------------------
Anthony V. Dub
/s/ Ben A. Guill Director January 23, 1998
----------------------------
Ben A. Guill
/s/ Thomas W. Stoelk Senior Vice President - Finance and January 23, 1998
---------------------------- Administration
Thomas W. Stoelk (Principal Financial Officer)
/s/ Geoffrey T. Doke Controller and Treasurer (Principal January 23, 1998
---------------------------- Accounting Officer )
Geoffrey T. Doke
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Lomak Petroleum, Inc. 1989 Stock Option Plan (filed
as Exhibit 10.1(d) to the Registrant's Registration
Statement on Form S-4, File No. 33-31558 and
incorporated herein by reference)
4.2* Amendment to the Lomak Petroleum, Inc. 1989 Stock
Option Plan, as Amended
4.3* 1997 Stock Purchase Plan
4.4* Lomak Petroleum, Inc. 401(K) Plan & Trust
5.1* Opinion of Vinson & Elkins, L.L.P.
23.1(a)* Consent of Vinson & Elkins, L.L.P. (Included in
Exhibit 5.1).
23.1(b)* Consent of Arthur Andersen LLP
23.1(c)* Consent of Coopers & Lybrand LLP
24.1* Powers of Attorney (included in the signature pages
hereto).
* Filed herewith.