1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999 Registration No. 333-__________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- 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) -------------------- 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 - -------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par Value per share................ 475,500 shares $4.00 $1,902,000 $529 - -------------------------------------------------------------------------------------------------------------------- (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. - --------------------------------------------------------------------------------
2 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. -2-
3 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 -3-
4 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 -------------------------------------------- Thomas W. Stoelk Senior Vice President-Finance and Administration and Chief Financial Officer -4-
5 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 --------- -------- ---- /s/ Thomas J. Edelman Chairman and Director October 8, 1999 - ---------------------------------------------- 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 - ---------------------------------------------- (Principal Operating Officer) Michael V. Ronca /s/ Robert E. Aikman Director October 8, 1999 - ---------------------------------------------- Robert E. Aikman /s/ Allen Finkelson Director October 8, 1999 - ---------------------------------------------- Allen Finkelson /s/ Anthony V. Dub Director October 8, 1999 - ---------------------------------------------- Anthony V. Dub /s/ Ben A. Guill Director October 8, 1999 - ---------------------------------------------- Ben A. Guill /s/ Jonathan S. Linker Director October 8, 1999 - ---------------------------------------------- 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 -5-
6 EXHIBIT INDEX EXHIBIT DESCRIPTION OF EXHIBIT - ------- ---------------------- 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) -6-
1 Exhibit 4.1 WITH RESPECT TO THE COMPANY'S 1997 STOCK PURCHASE PLAN RESOLVED, that the plan agreement of the Company's 1997 Stock Purchase Plan, as amended, be further amended by deleting Article IV thereof and substituting the following therefore: ARTICLE IV SHARES There shall be 900,000 shares of Common Stock reserved under the Plan, subject to adjustment in accordance with Article XIV hereof. The shares of Common Stock subject to the Plan shall be either shares of authorized but unissued Common Stock or shares of Common Stock reacquired on the open market or otherwise for the account of the Participants. The Committee shall determine from time to time whether the shares of Common Stock shall be authorized or unissued shares or reacquired shares. -7-
1 Exhibit 5.1 [LOGO VINSON & ELKINS] ATTORNEYS AT LAW VINSON & ELKINS LLP 3700 TRAMMELL CROW CENTER 2001 ROSS AVENUE DALLAS, TEXAS 75201-2975 TELEPHONE (214) 220-7700 FAX (214) 220-7716 October 8, 1999 Range Resources Corporation 500 Throckmorton Street 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 475,000 shares of common stock, par value $0.01 per share, of the Company (the "Shares") which may be purchased in the open market and offered from time to time under the Range Resources Corporation 1997 Stock Purchase Plan (the "Plan") under the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on October 8, 1999. 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 purposes 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 Shares 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 Shares, when offered and issued by the Company pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable. -8-
2 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. 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, VINSON & ELKINS L.L.P. -9-
1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report (and to all reference to our Firm) incorporated by reference in this registration statement. /s/ Arthur Andersen, L.L.P. Cleveland, Ohio October 8, 1999 -10-