-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CuY9oxa51tQ4Vi+O0Y6YRohvOFWPhXRxyULYBI4JheSEO4ddKGKfiAp8E5/EqvqY bvWIDP0Jh2pr+S887ob8yQ== 0000905718-95-000049.txt : 199507050000905718-95-000049.hdr.sgml : 19950705 ACCESSION NUMBER: 0000905718-95-000049 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950703 EFFECTIVENESS DATE: 19950722 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60845 FILM NUMBER: 95551890 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306-4204 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 921 BERGEN AVENUE STREET 2: 921 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 S-8 1 July 3, 1995 Securities & Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Wilshire Oil Company of Texas Dear Ladies and Gentlemen: On behalf of Wilshire Oil Company of Texas, I am filing pursuant to EDGAR the enclosed registration statement on Form S-8 with respect to 600,000 shares of the registrant's Common Stock. The registrant has advised me that the filing fee has been wired-transferred to the Commission's lockbox. Paper copies of the above-mentioned registration statement will be submitted to the New York Stock Exchange today. Very truly yours, Peter H. Ehrenberg PHE:haw Enclosures cc: Mr. Steven Gelman Mr. Daniel Kaplan As filed with the Securities and Exchange Commission on July 3, 1995 ___________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILSHIRE OIL COMPANY OF TEXAS (Exact name of registrant as specified in its charter) Delaware 84-0513668 (State or other jurisdiction of (I.R. S. Employer) incorporation or organization) Identification No.) 921 Bergen Avenue, Jersey City, New Jersey 07306 (Address of Principal Executive Offices) (Zip Code) WILSHIRE OIL COMPANY OF TEXAS 1995 STOCK OPTION AND INCENTIVE PLAN WILSHIRE OIL COMPANY OF TEXAS 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full title of the plans) Sherry Wilzig Izak Wilshire Oil Company of Texas 921 Bergen Avenue Jersey City, New Jersey 07306 201-420-2796 (Name, address and telephone number, including area code, of agent for service) with a copy to: Peter H. Ehrenberg, Esq. Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C. 65 Livingston Avenue Roseland, New Jersey 07068 CALCULATION OF REGISTRATION FEE ___________________________________________________________________________ Proposed Proposed Title of maximum maximum securities offering aggregate Amount of to be Amount to be price per offering registration registered registered unit (1) price fee ___________________________________________________________________________ Common Stock, $1.00 par value 600,000 shares(2) $6.0625 $3,637,500 $1,255 ___________________________________________________________________________ (1) Pursuant to Rule 457, the proposed maximum offering price per share is estimated solely for the purpose of computing the amount of the registration fee and is based on the average of the high and low sales price of the Common Stock of the registrant reported on the New York Stock Exchange on June 28, 1995. (2) Plus such indeterminate number of additional shares as shall become issuable pursuant to the anti-dilution provisions of the above-mentioned Plans. __________________________________________________________________________ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, filed by Wilshire Oil Company of Texas (the "Company") with the Securities and Exchange Commission (the "SEC"), are hereby incorporated by reference: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; and (c) the description of the Common Stock of the Company contained in the Company's most recent Form 8-A. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or 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 such statement is modified or superseded by a subsequently filed document which also is or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement except as so modified or superseded. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. The Company's Certificate of Incorporation provides for indemnification of its directors and officers against certain liabilities to the fullest extent permitted by law. The Company's Certificate of Incorporation also eliminates the liability of directors for monetary damages in certain instances. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. 4.1 Registrant's Certificate of Incorporation is incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 1992. 5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C. 23.1 Consent of Independent Accountants (Arthur Andersen LLP) 24.1 Power of Attorney Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are 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 1993; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement; and (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 registration statement is on Form S-3 or Form S-8 and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 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 Section 15(d) of the Securities Exchange 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 or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, 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 Securities Act of 1933 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 that 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 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 Jersey City, State of New Jersey, on the 30th day of June, 1995. WILSHIRE OIL COMPANY OF TEXAS By:/s/Sherry Wilzig Izak Sherry Wilzig Izak Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/Sherry Wilzig Izak Sherry Wilzig Izak Chairman of the Board (Chief Executive Officer and Chief Financial Officer) June 30, 1995 ____________________ Ira F. Braun Director June 30, 1995 /s/Milton Donnenberg* Milton Donnenberg Director June 30, 1995 /s/Sam Halpern* Sam Halpern Director June 30, 1995 /s/Eric J. Schmertz* Eric J. Schmertz Director June 30, 1995 /s/Joseph K. Schwartz* Joseph K. Schwartz Director June 30, 1995 /s/William J. Schwartz* William J. Schwartz Director June 30, 1995 /s/Ernest Wachtel* Ernest Wachtel Director June 30, 1995 /s/Steven A. Gelman* Steven A. Gelman Controller June 30, 1995 *By: /s/Sherry Wilzig Izak Sherry Wilzig Izak Attorney in Fact EXHIBIT INDEX Exhibit No. Description Page No. 4.1 Registrant's Certificate of Incorporation (incorporated by reference) 5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. 23.1 Consent of Independent Accountants (Arthur Andersen LLP) 23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C. is included in Exhibit 5.1 24.1 Power of Attorney EX-5 2 June 30, 1995 Wilshire Oil Company of Texas 921 Bergen Avenue Jersey City, NJ 07306 Gentlemen: You have requested our opinion, as securities counsel, in connection with the registration with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of an aggregate of 600,000 shares of the common stock, par value $1.00 per share (the "Common Stock"), of Wilshire Oil Company of Texas (the "Company") on a registration statement on Form S-8 (the "Registration Statement"). The shares of Common Stock to which the Registration Statement relates are issuable pursuant to the Company's 1995 Stock Option and Incentive Plan and the Company's 1995 Non- Employee Director Stock Option Plan (collectively, the "Plans"). We have examined and relied upon originals or copies, authenticated or certified to our satisfaction, of all such corporate records of the Company, communications or certifications of public officials, certificates of officers, directors and representatives of the Company, and such other documents as we have deemed relevant and necessary as the basis of the opinions expressed herein. In making such examination, we have assumed the genuineness of all signatures, the issuance of all shares for the consideration provided in the Plans or for services rendered to the Company, the authenticity of all documents tendered to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing and relying upon statements of fact contained in the documents which we have examined, we are of the opinion that the shares of Common Stock offered by the Company pursuant to the Plans, when paid for in full by the participants in accordance with the Plans (to the extent that payment is required pursuant to the Plans), will be, when issued, legally issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto and to all references to this firm contained in the Registration Statement. Very truly yours, LOWENSTEIN, SANDLER, KOHL, FISHER & BOYLAN, P.A. A Professional Corporation By:/s/ Peter H. Ehrenberg Peter H. Ehrenberg PHE:crc EX-23 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To Wilshire Oil Company of Texas: As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated March 18, 1995 included in the Company's Form 10-K for the year ended December 31, 1994 and to all references to our firm included in or made a part of this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Roseland, New Jersey June 28, 1995 EX-24 4 POWER OF ATTORNEY WHEREAS, the undersigned officers and directors of Wilshire Oil Company of Texas (the "Company") desire to authorize Sherry Wilzig Izak and Steven Gelman to act as their attorneys-in-fact and agents, for the purpose of executing and filing a Registration Statement on Form S-8, including all amendments thereto, NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sherry Wilzig Izak and Steven Gelman, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign a Registration Statement on Form S-8 registering with the Securities and Exchange Commission 600,000 shares of Common Stock issuable pursuant to the Company's 1995 Stock Option and Incentive Plan and the Company's 1995 Non- Employee Director Stock Option Plan, including any and all amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this power of attorney in the following capacities as of the 29th day of June, 1995. SIGNATURE TITLE /s/Sherry Wilzig Izak Sherry Wilzig Izak Chairman of the Board, Chief Executive Officer and Chief Financial Officer _________________________ Director Ira F. Braun /s/Milton Donnenberg Director Milton Donnenberg /s/Sam Halpern Director Sam Halpern /s/Eric J. Schmertz Director Eric J. Schmertz /s/Jopseh K. Schwartz Director Joseph K. Schwartz /s/William J. Schwartz Director William J. Schwartz /s/Ernest Wachtel Director Ernest Wachtel /s/Steven A. Gelman Controller Steven A. Gelman -----END PRIVACY-ENHANCED MESSAGE-----