1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000 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 1994 OUTSIDE DIRECTORS STOCK OPTION 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................ 350,000 shares $ 3.125 $ 3.125 $ 288.75 Common Stock, $0.01 par Value per share................ 100,000 shares $ 3.125 $ 3.125 $ 82.50 ------- $371.25 ======= - -------------------------------------------------------------------------------------------------------------------- (1) 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 350,000 shares issuable under the Company's 1999 Stock Purchase Plan and the 100,000 shares issuable under the 1994 Outside Directors Plan was based on a price of $3.125, the last sale price of Common Stock of the Company reported on The New York Stock Exchange on June 28, 2000. ====================================================================================================================
2 This registration statement is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of Common Stock for sale under the Amended Range Resources Corporation 1997 Stock Purchase Plan and the Amended 1994 Outside Directors Stock Option Plan. The contents of the registrant's Form S-8 Registration Statements (Nos. 333-44821 and 33-47544) relating to the same employee benefit plan are incorporated by reference in this registration statement. 2
3 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* 1997 Stock Purchase Plan 4.2** 1997 Stock Purchase Plan - Amendment No. 1 4.3** 1997 Stock Purchase Plan - Amendment No. 2 4.4** 1997 Stock Purchase Plan - Amendment No. 3 4.5* 1994 Outside Directors Stock Option Plan 4.6** 1994 Outside Directors Stock Option Plan - Amendment No. 1 4.7** 1994 Outside Directors Stock Option Plan - Amendment No. 2 4.8** 1994 Outside Directors Stock Option Plan - Amendment No. 3 4.9** 1994 Outside Directors Stock Option Plan - Amendment No. 4 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) * Previously filed ** 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 Fort Worth, State of Texas, on the 29th day of June 2000. RANGE RESOURCES CORPORATION By: /s/ Eddie M. LeBlanc III ----------------------------------------- Eddie M. LeBlanc III 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 Eddie M. LeBlanc III, 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 June 29, 2000 - ---------------------------------------------- Thomas J. Edelman /s/ John H. Pinkerton President, Chief Executive Officer and June 29, 2000 - ---------------------------------------------- Director (Principal Executive Officer) John H. Pinkerton /s/ Robert E. Aikman Director June 29, 2000 - ---------------------------------------------- Robert E. Aikman /s/ Allen Finkelson Director June 29, 2000 - ---------------------------------------------- Allen Finkelson /s/ Anthony V. Dub Director June 29, 2000 - ---------------------------------------------- Anthony V. Dub /s/ Ben A. Guill Director June 29, 2000 - ---------------------------------------------- Ben A. Guill /s/ Jonathan S. Linker Director June 29, 2000 - ---------------------------------------------- Jonathan S. Linker /s/ Eddie M. LeBlanc III Chief Financial Officer June 29, 2000 - ---------------------------------------------- (Principal Financial and Eddie M. LeBlanc III Accounting Officer) 5
6 EXHIBIT INDEX Exhibit Description of Exhibit ------- ---------------------- 4.2 1997 Stock Purchase Plan - Amendment No. 1 4.3 1997 Stock Purchase Plan - Amendment No. 2 4.4 1997 Stock Purchase Plan - Amendment No. 3 4.6 1994 Outside Directors Stock Option Plan - Amendment No. 1 4.7 1994 Outside Directors Stock Option Plan - Amendment No. 2 4.8 1994 Outside Directors Stock Option Plan - Amendment No. 3 4.9 1994 Outside Directors Stock Option Plan - Amendment No. 4 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 4.2 FIRST AMENDMENT TO THE LOMAK PETROLEUM, INC. 1997 STOCK PURCHASE PLAN I, Jeffery A. Bynum, hereby certify that I am the Secretary of Range Resources Corporation, formerly Lomak Petroleum, Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolution was duly approved and adopted by the Shareholders of the Company on May 26, 1999 at the Company's Annual Meeting of the Shareholders: RESOLVED, that the Lomak Petroleum, Inc. 1997 Stock Purchase Plan, be amended by deleting Article IV thereof and substituting the following therefore: "There shall be 900,000 shares of Common Stock reserved under the Plan, subject to adjustment in accordance with Article XII 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." May 26, 1999 /s/ Jeffery A. Bynum --------------------------------- Jeffery A. Bynum Corporate Secretary 7
1 Exhibit 4.3 SECOND AMENDMENT TO THE LOMAK PETROLEUM, INC. 1997 STOCK PURCHASE PLAN I, Rodney L. Waller, hereby certify that I am the Secretary of Range Resources Corporation, formerly Lomak Petroleum, Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolution was duly approved and adopted by the Board of Directors of the Company on September 28, 1999: RESOLVED, that the Lomak Petroleum, Inc. 1997 Stock Purchase Plan (the "Plan"), as previously amended, be further amended as follows, effective September 28, 1999: The Plan shall be renamed the "Range Resources Corporation 1997 Stock Purchase Plan" and all references to the name of the Plan shall be deemed to refer to the Plan as renamed herein. September 28, 1999 /s/ Rodney L. Waller ----------------------------------- Rodney L. Waller Corporate Secretary 8
1 Exhibit 4.4 THIRD AMENDMENT TO THE RANGE RESOURCES CORPORATION 1997 STOCK PURCHASE PLAN I, Rodney L. Waller, hereby certify that I am the Secretary of Range Resources Corporation, formerly Lomak Petroleum, Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolution was duly approved and adopted by the Shareholders of the Company on May 24, 2000 at the Company's Annual Meeting of the Shareholders: RESOLVED, that the Lomak Petroleum, Inc. 1997 Stock Purchase Plan, be amended by deleting Article IV thereof and substituting the following therefore: "There shall be 1,250,000 shares of Common Stock reserved under the Plan, subject to adjustment in accordance with Article XII 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." May 24, 2000 /s/ Rodney L. Waller -------------------------------- Rodney L. Waller Corporate Secretary 9
1 Exhibit 4.6 FIRST AMENDMENT TO THE RANGE RESOURCES CORPORATION 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN I, Jeffery A. Bynum, hereby certify that I am the Secretary of Lomak Petroleum Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolution was duly approved and adopted by the Shareholders of the Company on June 8, 1995 at the Company's Annual Meeting of the Shareholders: RESOLVED, that Lomak Petroleum, Inc. 1994 Outside Directors Stock Option Plan be amended by deleting Section 1 and Section 3(a) thereof in their entirety and substituting the following therefore: "SECTION 1. PURPOSE OF THE PLAN. The purpose of this Lomak Petroleum, Inc. 1994 Stock Option Plan for Outside Directors (the "Plan") is to strengthen the ability of Lomak Petroleum, Inc. (the "Company") to attract and to retain the services of experienced and knowledgeable independent individuals as members of the Board of the Company, to extend to them the opportunity to acquire a proprietary interest in the Company so that they will apply their best efforts for the benefit of the Company, and to provide those individuals with an additional incentive to continue in their position, for the best interest of the Company and its stockholders. In furtherance of such purpose, Eligible Directors (as defined below) shall each receive 6,000 Stock Options on June 1, 1994 and thereafter 8,000 options per annum, subject to adjustment, for their service on the Board on each June 1 that they are serving as an Eligible Director commencing on June 1, 1995." "SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN "(a) The Company shall automatically grant to each Eligible Director, in office on June 1, 1994, a Stock Option for 6,000 shares of Common Stock and to each Eligible Director in office on each subsequent June 1 thereafter a Stock Option for 8,000 shares of Common Stock. The maximum number of shares which may be issued under the Plan are 200,000 shares." June 8, 1995 /s/ Jeffery A. Bynum --------------------------------- Jeffery A. Bynum Corporate Secretary 10
1 Exhibit 4.7 SECOND AMENDMENT TO THE LOMAK PETROLEUM, INC. 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN I, Jeffery A. Bynum, hereby certify that I am the Secretary of Lomak Petroleum, Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolution was duly approved and adopted by the Board of Directors of the Company on August 21, 1996: RESOLVED, that the Lomak Petroleum, Inc. 1994 Outside Directors Stock Option plan be amended by deleting Section 1 thereof in its entirety and substituting the following therefore: "SECTION 1. PURPOSE OF THE PLAN. The purpose of this Lomak Petroleum, Inc. 1994 Stock Option Plan for Outside Directors (the "Plan") is to strengthen the ability of Lomak Petroleum, Inc. (the "Company") to attract and to retain the services of experienced and knowledgeable independent individuals as members of the Board of the Company, to extend to them the opportunity to acquire a proprietary interest in the Company so that they will apply their best efforts for the benefit of the Company, and to provide those individuals with an additional incentive to continue in their position, for the best interest of the Company and its stockholders. In furtherance of such purpose, Eligible Directors (as defined below) shall each receive 6,000 Stock Options on June 1, 1994 and thereafter 8,000 Stock Options per annum, subject to adjustment, for their service on the Board on the later of each June 1 or the fifth business day following the Annual Meeting of the Shareholders of the Company, that they are serving as an Eligible Director commencing June 1, 1995." August 21, 1996 /s/ Jeffery A. Bynum ------------------------------- Jeffery A. Bynum Corporate Secretary 11
1 Exhibit 4.8 THIRD AMENDMENT TO THE LOMAK PETROLEUM, INC. 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN I, Jeffery A. Bynum, hereby certify that I am the Secretary of Range Resources Corporation, formerly Lomak Petroleum, Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolution was duly approved and adopted by the Board of Directors of the Company on June 1, 1999: RESOLVED, that the Lomak Petroleum, Inc. 1994 Outside Directors Stock Option Plan (the "Plan"), as previously amended, be further amended as follows, effective June 1, 1999: 1. The Plan shall be renamed the "Range Resources Corporation 1994 Outside Directors Stock Option Plan" and all references to the name of the Plan shall be deemed to refer to the Plan as renamed herein. 2. Section 3.(b) of the Plan shall be deleted in its entirety and the following substituted therefor: "(b) A Stock Option shall be exercisable during an Eligible Director's lifetime only by him or by his guardian or legal representative. Once vested, Stock Options may be exercised at the Exercise Price at any time during the period beginning one year after the Date of Grant and ending ten years after the Date of Grant, provided that 25% of the shares of Common Stock covered by any such Stock Option shall vest one year after such Date of Grant, an additional 25% of such shares shall vest two years after such Date of Grant, an additional 25% of such shares shall vest three years after such Date of Grant, and all remaining shares covered by such Stock Option shall vest four years after such Date of Grant, provided further that no Stock Option shall be exercisable until stockholder approval as described in Section 9 is obtained. Notwithstanding the foregoing, if an Eligible Director ceases to be a member of the Board for any reason, any outstanding Stock Options held by that Eligible Director may be exercised only in accordance with, and in the periods described in, Section 8(d)"; and it is further RESOLVED, that the foregoing amendment of Section 3.(b) to the Plan shall be expressly subject to the Corporation obtaining any required shareholder approval thereof within twelve months of the date hereof. [Approved by Shareholders at May 24, 2000 Annual Meeting.] June 1, 1999 /s/ Jeffery A. Bynum ------------------------------- Jeffery A. Bynum Corporate Secretary 12
1 Exhibit 4.9 FOURTH AMENDMENT TO THE RANGE RESOURCES CORPORATION 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN I, Rodney L. Waller, hereby certify that I am the Secretary of Range Resources Corporation, formerly Lomak Petroleum, Inc., (the "Company") and that, as such, I am authorized to execute this amendment on behalf of the Company, and, DO HEREBY FURTHER CERTIFY THAT the following resolutions were duly approved and adopted by the Shareholders of the Company on May 24, 2000 at the Company's Annual Meeting of the Shareholders: RESOLVED, that the Range Resources Corporation 1994 Outside Directors Stock Option Plan be amended by deleting Section 3 (a) and (b) thereof and substituting the following therefore: SECTION 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) The Company shall automatically grant to each Eligible Director Stock Options for 6,000 shares of Common Stock on June 1, 1994 and thereafter 8,000 Stock Options per annum, subject to adjustment, for their service on the Board of Directors on the later of each June 1 or the fifth business day following the Annual Meeting of the Stockholders commencing June 1, 1995. The maximum number of shares which may be issued under the Plan are 300,000 shares. (b) A Stock Option shall be exercisable during an Eligible Director's lifetime only by him or by his guardian or legal representative. Once vested, Stock Options may be exercised at the Exercise Price at any time during the period beginning one year after the Date of Grant and ending ten years after the Date of Grant, provided that 25% of the shares of Common Stock covered by any such Stock Option shall vest one year after such Date of Grant, an additional 25% of such shares shall vest two years after such Date of Grant, an additional 25% of such shares shall vest three years after such Date of Grant, and all remaining shares covered by such Stock Option shall vest four years after such Date of Grant, provided further than no Stock Option shall be exercisable until stockholder approval as described in Section 9 is obtained. Notwithstanding the foregoing, if an Eligible Director ceases to be a member of the Board of Directors for any reason, any outstanding Stock Options held by that Eligible Director may be exercised only in accordance with, and in the periods described in, Section 8(d). May 24, 2000 /s/ Rodney L. Waller ------------------------------ Rodney L. Waller Corporate Secretary 13
1 Exhibit 5.1 June 28, 2000 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 350,000 shares of common stock, par value $0.01 per share, and the 100,000 shares of common stock, par value $0.01 per share, of the Company (the "Shares") which may be offered from time to time under the Range Resources Corporation 1997 Stock Purchase Plan and the 1994 Outside Directors Plan (the "Plans") under the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on June ___, 2000. 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 Plans and (v) the Plans. 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. 14
2 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. 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. 15
1 Exhibit 23.1 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, L.L.P. ---------------------------- Cleveland, Ohio June 29, 2000 16