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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999
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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1997 STOCK PURCHASE 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................ 475,500 shares $4.00 $1,902,000 $529
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(1) Estimated soley for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The price for the
475,500 shares issuable under the Company's 1997 Stock Purchase Plan was based
on a price of $4.00, the last sale price of Common Stock of the Company reported
on The New York Stock Exchange on October 7, 1999.
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INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of Registration Statement No. 333-44821 relating to the
Range Resources Corporation 1997 Stock Purchase Plan (the "Purchase Plan") filed
by the Registrant with the Securities and Exchange Commission (the "Commission")
on January 23, 1998, as amended by Post-Effective Amendment No. 1 to the
Registration Statement filed by the Registrant with the Commission on December
29, 1998 (the "Prior Registration Statement"), are incorporated herein by
reference pursuant to General Instruction E to Form S-8. The purpose of this
Registration Statement is to register 475,500 additional shares of common stock,
par value $0.01 per share ("Common Stock"), of the Registrant for offer and sale
pursuant to the Purchase Plan.
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, 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 and
June 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;
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 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.
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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:
4.1* - Amendment to the Range Resources Corporation 1997
Stock Purchase 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
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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 8th day of October,
1999.
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
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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 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 October 8, 1999
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Thomas J. Edelman
/s/ John H. Pinkerton President, Chief Executive Officer and October 8, 1999
- ---------------------------------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ Michael V. Ronca Chief Operating Officer and Director October 8, 1999
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Michael V. Ronca
/s/ Robert E. Aikman Director October 8, 1999
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Robert E. Aikman
/s/ Allen Finkelson Director October 8, 1999
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Allen Finkelson
/s/ Anthony V. Dub Director October 8, 1999
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Anthony V. Dub
/s/ Ben A. Guill Director October 8, 1999
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Ben A. Guill
/s/ Jonathan S. Linker Director October 8, 1999
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Jonathan S. Linker
/s/ Thomas W. Stoelk Senior Vice President - Finance and October 8, 1999
- ---------------------------------------------- Administration
Thomas W. Stoelk (Principal Financial Officer)
/s/ Geoffrey T. Doke Vice President - Controller (Principal October 8, 1999
- ---------------------------------------------- Accounting Officer)
Geoffrey T. Doke
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
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4.1 - Amendment to the Range Resources Corporation
1997 Stock Purchase 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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