-----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, RUUf7HqT1GXhOh4EoHNIzXDC6j6cQYnHznCODXaR6KWnQsldRBpKD4YsXrL0GRH3 MAMQ0xJejmCFXo6Nc0ftow== 0000899243-96-000667.txt : 19960612 0000899243-96-000667.hdr.sgml : 19960612 ACCESSION NUMBER: 0000899243-96-000667 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960606 EFFECTIVENESS DATE: 19960625 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MERIDIAN CORP CENTRAL INDEX KEY: 0000818885 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752160316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05401 FILM NUMBER: 96577820 BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136549110 MAIL ADDRESS: STREET 1: 1201 LOUISIANA STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77002 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ UNITED MERIDIAN CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 75-2160316 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 1201 LOUISIANA SUITE 1400 HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES) UNITED MERIDIAN CORPORATION 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN (FULL TITLE OF THE PLANS) JOHN B. BROCK PRESIDENT AND CHIEF EXECUTIVE OFFICER 1201 LOUISIANA SUITE 1400 HOUSTON, TEXAS 77002 (NAME AND ADDRESS OF AGENT FOR SERVICE) (713) 654-9110 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ______________________ CALCULATION OF REGISTRATION FEE
=============================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) FEE(1) - --------------------------------------------------------------------------------------------------------------- Series A Voting Common Stock, 600,000(3) $28.94 $17,364,000 $5,987.59 $0.01 par value ("Common Stock") =============================================================================================================== 1. Calculated on the basis of the average of the high and low sales prices of the Common Stock of United Meridian Corporation on May 31, 1996, as reported by the New York Stock Exchange, Inc. 2. Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c). 3. Issuable upon exercise of options available for grant under the Plans. ______________________ ===============================================================================================================
STATEMENT OF INCORPORATION BY REFERENCE. --------------------------------------- This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a Registration Statement on Form S-8 has been filed and declared effective as of May 19, 1994, relating to the same employee benefit plan. Accordingly, pursuant to General Instruction E of Form S-8 promulgated under the Securities Act of 1933, as amended (the "Act"), the contents of the Registration Statements on Form S-8 (Nos. 33-79160 and 33- 86480), filed with the Securities and Exchange Commission on May 19, 1994 and November 18, 1994, respectively, are hereby incorporated by reference with respect to the information required pursuant to this Registration Statement on Form S-8. Capitalized terms used herein but not defined shall have the meanings ascribed to them by the incorporated documents. SECOND AMENDMENT TO THE 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN. -------------------------------------------------------------------- The Second Amendment to the 1994 Employee Nonqualified Stock Option Plan (the "Employee Plan") increases the number of shares available for grant under the Employee Plan by 500,000 shares. A copy of the Second Amendment to the Employee Plan is attached to this registration statement as Exhibit 4.3.2. FIRST AMENDMENT TO THE 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN. ----------------------------------------------------------------------------- The First Amendment to the 1994 Outside Directors' Nonqualified Stock Option Plan (the "Director Plan") increases the number of shares available for grant under the Director Plan by 100,000 shares. A copy of the First Amendment to the Director Plan is attached to this registration statement as Exhibit 4.4.1. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- The validity of the issuance of the shares of Common Stock offered by this Prospectus will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld, L.L.P., Dallas, Texas. EXHIBITS. -------- See Index to Exhibits incorporated herein by reference. [The remainder of this page is intentionally left blank.] 1 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 Houston, State of Texas on May 31, 1996. UNITED MERIDIAN CORPORATION By: /s/ John B. Brock ------------------ JOHN B. BROCK Chairman of the Board of Directors, Chief Executive Officer and President The undersigned directors and officers of United Meridian Corporation hereby constitute and appoint John B. Brock and Jonathan M. Clarkson, and each of them, with full power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm all that such attorneys-in-fact, or either of them, or their substitutes shall lawfully do or cause to be done by virtue hereof. 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 31, 1996. Signature Title --------- ----- /s/ John B. Brock Chairman of the Board of Directors, - -------------------------------- Chief Executive Officer and President John B. Brock /s/ Jonathan M. Clarkson Executive Vice President and Chief - -------------------------------- Financial Officer Jonathan M. Clarkson /s/ Roger L. Neal Vice President, Controller and Chief - -------------------------------- Accounting Officer Roger L. Neal /s/ J. Dennis Bonney Director - -------------------------------- J. Dennis Bonney /s/ Charles R. Carson Director - -------------------------------- Charles R. Carson /s/ Robert H. Dedman Director - -------------------------------- Robert H. Dedman S-1 SIGNATURE TITLE --------- ----- /s/ Steven A. Denning Director - -------------------------------- Steven A. Denning /s/ Robert V. Lindsay Director - -------------------------------- Robert V. Lindsay /s/ Elvis L. Mason Director - -------------------------------- Elvis L. Mason /s/ James L. Murdy Director - -------------------------------- James L. Murdy /s/ David K. Newbigging Director - -------------------------------- David K. Newbigging /s/ Matthew Simmons Director - -------------------------------- Matthew Simmons /s/ Donald D. Wolf Director - -------------------------------- Donald D. Wolf /s/ Walter B. Wriston Director - -------------------------------- Walter B. Wriston S-2 INDEX TO EXHIBITS -----------------
EXHIBIT SEQUENTIALLY NUMBER EXHIBIT NUMBERED PAGE - --------- ---------------------------------------------------------------------------- ------------- 3.1 --Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibit 3.1 to the Company's 1995 Form 10-K filed with the Securities and Exchange Commission on March 7, 1996. 3.2 --By-laws of the Company, as amended, incorporated herein by reference to Exhibit 3.2 to the Company's 1995 Form 10-K filed with the Securities and Exchange Commission on March 7, 1996. 4.1 --Specimen of certificate representing Series A Voting Common Stock, $.01 par value, of the Company, incorporated herein by reference to Exhibit 4.13 to the Company's Form 10-Q for the period ended June 30, 1994, filed with the Securities and Exchange Commission on August 10, 1994. 4.2 --Rights Agreement by and between United Meridian Corporation and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, dated as of February 13, 1996, incorporated by reference as Exhibit 1 to Form 8-K, filed with the Securities and Exchange Commission on February 14, 1996. 4.3 --UMC 1994 Employee Nonqualified Stock Option Plan, incorporated herein by reference to Exhibit 4.14 to UMC's Form S-8 (No.33-79160) filed with the Securities and Exchange Commission on May 19, 1994. 4.3.1 --First Amendment to the UMC 1994 Employee Nonqualified Stock Option Plan dated November 16, 1994, incorporated herein by reference to Exhibit 4.11.1 to the Company's Form S-8 (No. 33-86480) filed with the Securities and Exchange Commission on November 18, 1994. 4.3.2* --Second Amendment to UMC 1994 Employee Nonqualified Option Plan. 4.4 --UMC 1994 Outside Directors' Nonqualified Stock Option Plan, incorporated herein by reference to Exhibit 4.15 to UMC's Form S-8 (No.33-79160) filed with the Securities and Exchange Commission on May 19, 1994. 4.4.1* --First Amendment to UMC 1994 Outside Directors' Nonqualified Option Plan. 5* --Opinion regarding legality. 23.1* --Consent of Arthur Andersen LLP. 23.2* --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Opinion filed as Exhibit 5). 23.3* --Consent of Netherland, Sewell & Associates, Inc. 23.4* --Consent of McDaniel & Associates Consultants Ltd. 23.5* --Consent of Ryder Scott Company.
E-1 EXHIBIT SEQUENTIALLY NUMBER EXHIBIT NUMBERED PAGE - ------ ------- ------------- 24* --Powers of Attorney of J. Dennis Bonney, John B. Brock, Charles R. Carson, Robert H. Dedman, Steven A. Denning, Robert V. Lindsay, Elvis L. Mason, James L. Murdy, David K. Newbigging, Matthew Simmons, Walter B. Wriston, Donald D. Wolf, Jonathan M. Clarkson and Roger L. Neal (included on Pages S-1 through S-2 of this Registration Statement). * Filed herewith.
E-2 EX-4.3.2 2 2ND AMEND TO 1994 EMPLOYEE STOCK OPTION PLAN EXHIBIT 4.3.2 SECOND AMENDMENT TO UNITED MERIDIAN CORPORATION 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN The United Meridian Corporation 1994 Employee Nonqualified Stock Option Plan is hereby amended as follows: Section 2 thereof is amended and restated in its entirety to read as follows: "2. Stock Subject to Option. Subject to adjustment as provided in ----------------------- Sections 4(g) and (h) hereof, options may be granted by the Company from time to time to purchase up to an aggregate of 2,850,000 shares of the Company's authorized but unissued Common Stock. Shares that by reason of the expiration of an option or otherwise are no longer subject to purchase pursuant to an option granted under the Plan may be reoptioned under the Plan." Date: May 22, 1996 UNITED MERIDIAN CORPORATION ------------ By: /s/ John B. Brock ----------------- Name: John B. Brock ------------- Title: Chairman and CEO ---------------- EX-4.4.1 3 1ST AMEND TO 1994 OUTSIDE DIR STOCK OPTION PLAN EXHIBIT 4.4.1 FIRST AMENDMENT TO UNITED MERIDIAN CORPORATION 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN The United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option Plan is hereby amended as follows: Section 2 thereof is amended and restated in its entirety to read as follows: "2. Stock Subject to Option. Subject to adjustment as provided in ----------------------- Sections 4(h) and (i) hereof, options may be granted by the Company from time to time to purchase up to an aggregate of 250,000 shares of the Company's authorized but unissued Common Stock. Shares that by reason of the expiration of an option or otherwise are no longer subject to purchase pursuant to an option granted under the Plan may be reoptioned under the Plan." Date: May 22, 1996 UNITED MERIDIAN CORPORATION ------------ By: /s/ John B. Brock ----------------- Name: John B. Brock ------------- Title: Chairman and CEO ---------------- EX-5 4 OPINION OF AKIN, GUMP, ET AL.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. WASHINGTON, D.C. ATTORNEYS AT LAW BRUSSELS, BELGIUM AUSTIN, TEXAS A REGISTERED LIMITED LIABILITY PARTNERSHIP MOSCOW, RUSSIA SAN ANTONIO, TEXAS INCLUDING PROFESSIONAL CORPORATIONS HOUSTON, TEXAS 1700 PACIFIC AVENUE NEW YORK, NEW YORK SUITE 4100 DALLAS, TEXAS 75201-4618 (214) 969-2800 TELEX 732324 FAX (214) 969-4343 WRITER'S DIRECT DIAL NUMBER (214) 969-2800
June 3, 1996 United Meridian Corporation 1201 Louisiana, Suite 1400 Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to United Meridian Corporation, a Delaware corporation (the "Company"), in connection with the proposed registration of 600,000 shares of the Company's Series A Voting Common Stock, $.01 par value (the "Common Stock"), as described in a registration statement on Form S-8 relating to the Common Stock to be issued under the Company's 1994 Employee Nonqualified Stock Option Plan, as amended (the "Employee Plan"), and the Company's 1994 Outside Directors' Nonqualified Stock Option Plan, as amended (the "Director Plan"), which registration statement is to be filed with the Securities and Exchange Commission. We have, as counsel, examined such corporate records, certificates and other documents and reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinions listed below. In rendering such opinions, we have assumed the genuineness of all signatures and the authenticity of all documents examined by us. As to various questions of fact material to such opinions, we have relied upon representations of the Company. Based upon such examination and representations, we advise you that, in our opinion: A. The shares of Common Stock to be issued under the Employee Plan and the Director Plan which are to be registered pursuant to the Registration Statement have been duly and validly authorized by the Company. B. The shares of Common Stock to be issued under the Employee Plan and the Director Plan which are to be registered pursuant to the Registration Statement, when issued and delivered in accordance with the Employee Plan or the Director Plan, will be validly issued, fully paid and non- assessable. AKIN, GUMP, STAUSS, HAUER & FELD, L.L.P. UNITED MERIDIAN CORPORATION JUNE 3, 1996 PAGE 2 We consent to the reference to this firm in the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Sincerely, /s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P. --------------------------------------------- AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. EX-23.1 5 ARTHUR ANDERSEN CONSENT Exh: 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 21, 1996 included in United Meridian Corporation's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ----------------------------- ARTHUR ANDERSEN LLP Houston, Texas May 31, 1996 EX-23.3 6 CONSENT OF NETHERLAND, SEWELL & ASSOC. Exh: 23.3 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 9, 1996, April 10, 1996, and May 13, 1996, that were utilized in aggregate as a basis for United Meridian Corporation's Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this Registration Statement. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Frederic D. Sewell ---------------------- Frederic D. Sewell President Dallas, Texas June 4, 1996 EX-23.4 7 CONSENT OF MCDANIEL & ASSOCIATES Exh: 23.4 CONSENT OF INDEPENDENT PETROLEUM RESERVE ENGINEERS Dear Sirs: We consent to the incorporation by reference in this Registration Statement on Form S-8 of portions of our reports entitled "UMC Petroleum Corporation, Evaluation of Certain Interests in the State of Montana, based on SEC Parameters, as of January 1, 1996", dated February 23, 1996; and "UMC Resources Canada Ltd., Evaluation of Oil & Gas Reserves, based on Constant Price Assumptions as of December 31, 1995", dated January 12, 1996; (the "Reports") and to our having evaluated the Corporations' interest in oil and gas reserves. We also consent to the reference of our firm under the caption "Experts". Sincerely, McDANIEL & ASSOCIATES CONSULTANTS LTD. /s/ G. C. Knutson - ---------------------- G. C. Knutson, P. Eng. Senior Vice President Calgary, Alberta Dated: May 30, 1996 EX-23.5 8 CONSENT OF RYDER SCOTT COMPANY Exh: 23.5 CONSENT OF RYDER SCOTT COMPANY We consent to the incorporation by reference in the Registration Statement Form S-8 of our reserve report and all schedules, exhibits, and attachments thereto and to any reference made to us on Form S-8 as a result of such incorporation. Very truly yours, /s/ Ryder Scott Company Petroleum Engineers ------------------------------------------- RYDER SCOTT COMPANY PETROLEUM ENGINEERS Denver, Colorado Date: May 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----