-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArK6On46oKdqqZX0ts0UQ4+ag4kjRq5TW9LksKu6P1LARw+3cEnbIZyNF/q23O6j CUdbivzHZ/7AB9XxpcYM6w== 0000912057-00-026037.txt : 20000524 0000912057-00-026037.hdr.sgml : 20000524 ACCESSION NUMBER: 0000912057-00-026037 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000523 EFFECTIVENESS DATE: 20000523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKWEST HYDROCARBON INC CENTRAL INDEX KEY: 0001019756 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 841352233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37642 FILM NUMBER: 642124 BUSINESS ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 BUSINESS PHONE: 3032908700 MAIL ADDRESS: STREET 1: 155 INVERNESS DRIVE WEST STREET 2: SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112-5004 S-8 1 S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARKWEST HYDROCARBON, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-1352233 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 155 INVERNESS DRIVE WEST, SUITE 200, ENGLEWOOD, CO 80112-5000 (Address of principal executive offices) (Zip code) MARKWEST HYDROCARBON, INC. 1996 STOCK INCENTIVE PLAN (Full title of the plan) GERALD A. TYWONIUK MARKWEST HYDROCARBON, INC. 155 INVERNESS DRIVE WEST, SUITE 200, ENGLEWOOD, CO 80112-5000 (Name and address of agent for service) (303) 290-8700 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Title of each class Proposed maximum Proposed maximum of securities to be Amount to be offering price aggregate offering Amount of registered registered per Share (1) price (1) registration fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock ($.01 par value) 200,000 $8.91 $1,781,300 $470.26 - ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended. The proposed maximum offering price is based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq consolidated reporting system on May 17, 2000. Incorporation by Reference The contents of the Registration Statement on Form S-8 filed by MarkWest Hydrocarbon, Inc. (the "Company") with the Commission on January 31, 1997 (Commission File No. 333-20833) are incorporated herein by reference pursuant to General Instruction E to Form S-8. The Company is hereby registering 200,000 additional shares. In 1997, shareholders approved the increase from 650,000 shares to 850,000 shares reserved for issuance under the 1996 Stock Incentive Plan. Until now, those additional 200,000 shares had not been registered. Item 8. EXHIBITS. 4.1 Certificate of Incorporation of the Company, incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No.333-09513) filed with the Commission. 4.2 Bylaws of the Company, incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No. 333-09513) filed with the Commission. 5.1 Opinion of Arnold & Porter. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Arnold & Porter (included in Exhibit 5.1 above).
2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Englewood, State of Colorado, on this 18th day of May, 2000. MARKWEST HYDROCARBON, INC. By /s/ Gerald A. Tywoniuk --------------------------------------------------- Gerald A. Tywoniuk Chief Financial Officer and Vice President of Finance Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on May 18, 2000. /s/ John M. Fox May 18, 2000 ---------------------------------------------- John M. Fox President, Chief Executive Officer and Director /s/ Brian T. O'Neill May 18, 2000 ---------------------------------------------- Brian T. O'Neill Senior Vice President, Chief Operating Officer and Director /s/ Gerald A. Tywoniuk May 18, 2000 ---------------------------------------------- Gerald A. Tywoniuk Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer) /s/ Arthur J. Denney May 18, 2000 ---------------------------------------------- Arthur J. Denney Director /s/ Barry W. Spector May 18, 2000 ---------------------------------------------- Barry W. Spector Director /s/ Donald D. Wolf May 18, 2000 ---------------------------------------------- Donald D. Wolf Director /s/ Karen L. Rogers May 18, 2000 ---------------------------------------------- Karen L. Rogers Director
3 EXHIBIT INDEX
Exhibit No. Name - ----------- ---- 4.1 Certificate of Incorporation of the Company, incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No. 333-09513) filed with the Commission. 4.2 Bylaws of the Company, incorporated by reference to the Company's Registration Statement on Form S-1 (Registration No. 333-09513) filed with the Commission. 5.1 Opinion of Arnold & Porter. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Arnold & Porter (included in Exhibit 5.1 above).
4 EX-5.1 2 EX-5.1 EXHIBIT 5.1 ARNOLD & PORTER 1700 LINCOLN STREET DENVER, COLORADO 80203 (303) 863-1000 MarkWest Hydrocarbon, Inc. 155 Inverness Drive West, Suite 200, Englewood, Colorado 80112-5000 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to MarkWest Hydrocarbon, Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") relating to the sale by the Company from time to time of up to 200,000 shares of Common Stock, $.01 par value, of the Company (the "Shares"), issuable pursuant to the MarkWest Hydrocarbon, Inc. 1996 Stock Incentive Plan. We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the substantive laws of the State of Colorado. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: May 18, 2000 Very truly yours, Arnold & Porter 5 EX-23.1 3 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 9, 2000 relating to the financial statements of MarkWest Hydrocarbon, Inc. ("MarkWest"), which appears in MarkWest's Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP Denver, Colorado May 18, 2000 6 -----END PRIVACY-ENHANCED MESSAGE-----