S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on August 31, 2001 Registration No. 333- __________ -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE WISER OIL COMPANY (Exact name of registrant as specified in its charter) Delaware 55-0522128 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 8115 Preston Road, Suite 400 Dallas, Texas 75225 (Address of Principal Executive Offices) (Zip Code) THE WISER OIL COMPANY 1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (Full title of the Plan) George K. Hickox, Jr. Copy to: Chairman and Chief Executive Officer Steven K. Cochran The Wiser Oil Company Thompson & Knight, L.L.P. 8115 Preston Road 1700 Pacific Avenue, Suite 3300 Suite 400 Dallas, Texas 75201 Dallas, Texas 75225 (214) 969-1700 (Name and address of agent for service) and Anne K. Hill (214) 265-0080 Thompson & Knight, L.L.P. (Telephone number, including 1700 Pacific Avenue, Suite 3300 area code, of agent for service) Dallas, Texas 75201 (214) 969-1700 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------- Title of Amount Proposed maximum Proposed Amount of securities to to be offering price maximum aggregate registration be registered registered (1) per share (2) offering price (2) fee ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 35,000 $6.84 $239,400.00 $59.85 par value $.01 shares per share ------------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices for the Common Stock ($6.84) as reported in the consolidated reporting system on August 28, 2001. (3) This registration statement also covers an equal number of preferred stock purchase rights pursuant to The Wiser Oil Company's Rights Agreement, which rights will be transferable only with related shares of Common Stock. EXPLANATORY NOTE The contents of Registration Statement No. 33-44172 relating to The Wiser Oil Company 1991 Non-Employee Directors' Stock Option Plan (the "Plan") filed by the Registrant with the Securities and Exchange Commission on November 25, 1991 (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 35,000 additional shares of Common Stock of the Registrant for offer and sale pursuant to the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Documents Incorporated by Reference ----------------------------------- The contents of the Prior Registration Statement, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement. All documents filed by the Registrant with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the termination of the offering to which it relates shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Amendment to Plan ----------------- As of February 27, 2001, the Board of Directors of the Registrant adopted an amendment to the Registrant's 1991 Non-Employee Directors' Stock Option Plan (the "Plan") that increased from 65,000 to 100,000 the aggregate number of shares of the Registrant's Common Stock, par value $.01 per share, reserved for issuance under the Plan. This amendment was approved by the stockholders of the Registrant on May 21, 2001. Item 8. Exhibits -------- In addition to the exhibits filed or incorporated by reference into the Prior Registration Statement, the following documents are filed as exhibits to this Registration Statement: 4.1 The Wiser Oil Company 1991 Non-Employee Stock Option Plan, as amended. 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Arthur Andersen LLP, independent public accountants, to incorporation of report by reference. 23.2 Consent of Thompson & Knight, L.L.P. (included in the opinion filed herewith as Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this Registration Statement) -2- 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 Dallas and State of Texas on the 31st day of August, 2001. THE WISER OIL COMPANY By: /s/ GEORGE K. HICKOX, JR. ------------------------- George K. Hickox, Jr., Chairman and Chief Executive Officer 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. The undersigned persons hereby constitute and appoint George K. Hickox, Jr. and Richard S. Davis, or either of them, as our true and lawful attorneys-in-fact with full power to execute in our name and on our behalf in the capacities indicated below any and all amendments to this Registration Statement to be filed with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.
Signature Capacity Date ------------------------------------------- ------------------------------------- ------------------------------- /s/ GEORGE K. HICKOX, JR. Chairman of the Board, Chief ------------------------------------------- Executive Officer, and Director August 31, 2001 George K. Hickox, Jr. /s/ ERIC D. LONG Director August 31, 2001 ------------------------------------------- Eric D. Long /s/ A. W. SCHENCK, III Director August 31, 2001 ------------------------------------------- A. W. Schenck, III /s/ C. FRAYER KIMBALL, III Director August 31, 2001 ------------------------------------------- C. Frayer Kimball, III /s/ SCOTT W. SMITH Director August 31, 2001 ------------------------------------------- Scott W. Smith /s/ RICHARD R. SCHREIBER Director August 31, 2001 ------------------------------------------- Richard R. Schreiber /s/ LORNE H. LARSON Director August 31, 2001 ------------------------------------------- Lorne H. Larson /s/ RICHARD S. DAVIS Vice President Finance and Chief August 31, 2001 ------------------------------------------- Financial Officer (principal Richard S. Davis financial and accounting officer)
-3- INDEX TO EXHIBITS Exhibit Number Exhibit -------------- ------- 4.1 The Wiser Oil Company 1991 Non-Employee Directors' Stock Option Plan, as amended. 5.1 Opinion of Thompson & Knight, A Professional Corporation. 23.1 Consent of Arthur Andersen LLP, independent public accountants, to incorporation of report by reference. 23.2 Consent of Thompson & Knight, A Professional Corporation (included in the opinion filed herewith as Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this Registration Statement) -4-