1
As filed with the Securities and Exchange Commission December 29, 1998
Registration No. 333-44821
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
RANGE RESOURCES CORPORATION
(formerly Lomak Petroleum, Inc.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 500 Throckmorton Street
(STATE OR OTHER JURISDICTION OF Ft. Worth Texas 76102
INCORPORATION OR ORGANIZATION) (817) 870-2601
34-1312571
(I.R.S. EMPLOYER
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
Range Resources Corporation
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
=============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered(1) Registered (2) Per Share (3) Offering Price Registration Fee(3)
- -------------------------------------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------------------------------------
Total 1,624,500 - - $ 7,536
=============================================================================================================
(1) Also includes an indeterminate amount of interests to be offered pursuant to
the 401(K) Plan & Trust in accordance with Rule 416(c).
(2) 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.
(3) Previously paid to the Commission on January 23, 1998.
2
EXPLANATORY NOTE
On August 25, 1998, Lomak Petroleum Inc, (the Registrant") changed its
name to "Range Resources Corporation". All references to "Lomak", "Lomak
Petroleum, Inc." or the "Registrant" in this Registration Statement shall mean
Range Resources Corporation.
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 Range Resources
Corporation. ("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 has and will be issued under the 1997 Stock Purchase Plan (the
"Purchase Plan") and Common Stock that will be issued under the 401(K) Plan &
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, 1997, 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 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, 1998, June 30, 1998
and September 30, 1998 and the Registrant's Current Report on Form 8-K dated
September 9, 1998, as amended by Form 8-K/A dated November 9, 1998;
(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 Range Resources Corporation, 500 Throckmorton Street, Fort
Worth, Texas 76102 Attention: Corporate Secretary, telephone (817) 870-2601.
2
3
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 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."
3
4
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.
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
- ------------------ -----------------------------------------------------------------------------
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(a)* Opinion of Vinson & Elkins L.L.P.
5.1(b) The Company will submit or has submitted the Benefit Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the
Benefit Plan.
5.1(c) Opinion of Vinson & Elkins L.L.P.
4
5
23.1(a)* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1(a))
23.1(b) Consent of Arthur Andersen LLP
23.1(c)* Consent of Coopers & Lybrand LLP
23.1(d) Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1(c))
24.1* Powers of Attorney
24.1(b) Power of Attorney - Jonathan S. Linker
24.1(c) Power of Attorney - Michael V. Ronca
* Previously filed.
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
5
6
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.
6
7
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
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned , thereunto duly authorized, in the City of Hartville,
State of Ohio, on December 29, 1998.
RANGE RESOURCES CORPORATION
BY: /s/ THOMAS W. STOELK
----------------------------------------------
Thomas W. Stoelk
Senior Vice President-Finance and
Administration and Chief Financial Officer
7
8
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to registration statement has been signed by the
following persons in the capacities on the dates indicated.
SIGNATURE TITLE DATE
---------------------------------------------------------------------------------------------------
* Chairman and Director December 29, 1998
----------------------------------------
Thomas J. Edelman
* President, Chief Executive Officer and December 29, 1998
---------------------------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ Michael V. Ronca Chief Operating Officer and December 29, 1998
- ------------------------------------------ Director
Michael V. Ronca
* Director December 29, 1998
----------------------------------------
Robert E. Aikman
* Director December 29, 1998
----------------------------------------
Allen Finkelson
* Director December 29, 1998
----------------------------------------
Anthony V. Dub
* Director December 29, 1998
----------------------------------------
Ben A. Guill
/s/ Jonathan S. Linker Director December 29, 1998
----------------------------------------
Jonathan S. Linker
/s/ Thomas W. Stoelk Senior Vice President - Finance and December 29, 1998
---------------------------------------- Administration
Thomas W. Stoelk (Principal Financial Officer)
* Vice President and Controller December 29, 1998
---------------------------------------- (Principal Accounting Officer)
Geoffrey T. Doke
* BY: /s/ THOMAS W. STOELK
---------------------------
Thomas W. Stoelk
Pursuant to a power of attorney
previously filed with the
Securities and Exchange Commission
Pursuant to the requirements of the Securities Act of 1933, the Benefit
Plan has duly caused this post-effective amendment to registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hartville, State of Ohio on December 29, 1998.
RANGE RESOURCES CORPORATION
401(K) PLAN & TRUST
By: /s/ Thomas W. Stoelk
------------------------------
Thomas W. Stoelk
Title: Plan Administrator
8
9
EXHIBIT INDEX
Exhibit No. Description
- ------------------ -----------------------------------------------------------------------------
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(a)* Opinion of Vinson & Elkins L.L.P.
5.1(b) The Company will submit or has submitted the Benefit Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the
Benefit Plan.
5.1(c) Opinion of Vinson & Elkins L.L.P.
23.1(a)* Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1(a))
23.1(b) Consent of Arthur Andersen LLP
23.1(c)* Consent of Coopers & Lybrand LLP
23.1(d) Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1(c))
24.1* Powers of Attorney
24.1(b) Power of Attorney - Jonathan S. Linker
24.1(c) Power of Attorney - Michael V. Ronca
* Previously filed.
1
1
[VINSON & ELKINS LETTERHEAD]
Exhibit 5.1 (c)
December 29, 1998
Range Resources Corporation
500 Throckmorton Street, Suite 2104
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as counsel for Range Resources Corporation, a Delaware
corporation and formerly "Lomak Petroleum, Inc." (the "Company"), in connection
with the Company's registration under the Securities Act of 1933 as amended (the
"Act"), of 1,624,500 shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock"), including 200,000 shares of Common Stock which may
be purchased in the open market and offered from time to time under the Range
Resources Corporation 401(k) Plan & Trust (the "Plan") and of an indeterminate
amount of interests in the Plan (the "Interests") under the Company's
Registration Statement on Form S-8 (Reg No. 333-44821) filed with the Securities
and Exchange Commission (the "Commission") on January 23, 1998, as amended by
Post-Effective Amendment No. 1 to the Registration Statement to be filed with
the Commission on December 29, 1998 (the "Registration Statement").
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
puposes of this opinion, including (i) the Registration Statement, (ii) the
Certificate of Incorporation of the Company, as filed with the Secretary of
State of the State of Delaware, (iii) the Bylaws of the Company, (iv) certain
minutes of meetings of, and resolutions adopted by, the Board of Directors of
the Company and the Company's stockholders authorizing the issuance and offering
of the Interests in the Plan and (v) the Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and complete
copies of the originals thereof, and (v) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Interests, when
offered and issued by the Company pursuant to the terms of the Plan, will be
validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the laws of the Delaware
General Corporation Law and the federal laws of the United States of America.
2
Range Resources Corporation
December 29, 1998
Page 2
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder
Very truly yours,
/s/ Vinson & Elkins L.L.P.
1
Exhibit 23.1(b)
ARTHUR ANDERSEN
Arthur Andersen LLP
Suite 1800
200 Public Square
Cleveland, OH 44114
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in, or incorporated by reference,
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
-------------------------
Cleveland, Ohio
December 29, 1998
1
Exhibit 24.1(b)
POWER OF ATORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of John H. Pinkerton and Thomas W. Stoelk, or any of them, each
with power to act without the other, the undersigned's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for the undersigned 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of December 29, 1998.
/s/ Jonathan S. Linker
-----------------------------
Jonathan S. Linker
1
Exhibit 24.1(c)
POWER OF ATORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of John H. Pinkerton and Thomas W. Stoelk, or any of them, each
with power to act without the other, the undersigned's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for the undersigned and in his name, place and stead, in any and all
capacities, to sign any and 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed effective as of December 29, 1998.
/s/ Michael V. Ronca
---------------------------------
Michael V. Ronca
