-----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, IWM8AenyePiz4j4xwppJheTLe/SEVO5BD7/VBgfMHNLdIWiDuot7gxc9kCUckZE+ QUDOERykEVcLY9BWOV/XtQ== 0000874992-99-000011.txt : 20000211 0000874992-99-000011.hdr.sgml : 20000211 ACCESSION NUMBER: 0000874992-99-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990930 EFFECTIVENESS DATE: 19990930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-88111 FILM NUMBER: 99720595 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FORMER COMPANY: FORMER CONFORMED NAME: BOX ENERGY CORP DATE OF NAME CHANGE: 19930328 S-8 1 As filed with the Securities and Exchange Commission on September 30, 1999 Registration No. 333- - -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REMINGTON OIL AND GAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-2369148 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 8201 Preston Road, Suite 600, Dallas, Texas 75225-6211 (Address of principal executive offices) (Zip code) 1997 Stock Option Plan (Full Title of the Plan) J. Burke Asher Vice President/Finance Remington Oil and Gas Corporation 8201 Preston Road, Suite 600 Dallas, Texas 75225-6211 (214) 210-2650 (Name, address and telephone number including area code of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price aggregate offering registration per share price (1) fee - ------------------- ------------ ------------------ ------------------ ------------ Common Stock 2,750,000 $5.625 $15,468,750 $4,300.32
(1) Estimated pursuant to Rule 457 for purposes of calculating the amount of the registration fee based on the average of the high and the low price for the Common Stock on September 28, 1999. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this registration statement: (a) The Annual Report on Form 10-K of Remington Oil and Gas Corporation (the "Company" or the "Registrant") for the year ended December 31, 1998; (b) The Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1999; and (c) The Company's registration statement on Form 8-A registering the Common Stock under the Securities Exchange Act of 1934 (the "Exchange Act") (the "Exchange Act Registration"). In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of the filing of this registration statement, and prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents. Any statement contained 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 a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL W. Jefferson Burnett, General Counsel of the Registrant, has passed upon the validity of the Common Stock registered pursuant hereto. Mr. Burnett beneficially owns less than 1% of the outstanding shares of Common Stock of the Company. The financial statements incorporated herein by reference to the Remington Oil and Gas Corporation Annual Report on Form 10-K for the year ended December 31, 1998, have been so incorporated in reliance upon the report of Arthur Anderson LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements similarly incorporated herein by reference to all documents subsequently filed by Remington Oil and Gas Corporation pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which reregisters all securities then remaining unsold, are and will be so incorporated by reference in reliance upon the reports of Arthur Anderson LLP, and any other independent accountants, relating to such financial statements and upon the authority of such independent accountants as experts in auditing and accounting in giving such reports to the extent that the particular firm has examined such financial statements and consented to the use of their reports thereon. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers under certain circumstances for liabilities incurred in connection with their activities in such capacities (including reimbursement for expenses incurred). The Registrant's Certificate of Incorporation, as amended, provides for the elimination of personal liability of its directors to the full extent permitted by the Delaware General Corporation Law. Section 6.4 of the Registrant's By-Laws provides that the Company shall indemnify directors and officers under certain circumstances for liabilities and expenses incurred by the reason of their activities in such capacities. In addition, the Registrant has insurance policies that provide liability coverage to directors and officers while acting in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable ITEM 8. EXHIBITS 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 3.3 By-Laws of the Registrant, as amended (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 5.1 Opinion of W. Jefferson Burnett, General Counsel of the Registrant. 10.25 Box Energy Corporation 1997 Stock Option Plan, as amended (incorporated by reference from Registrant's Quarterly Report on Form 10-Q for the quarter ending June 30, 1999). 23.1 Consent of W. Jefferson Burnett (included in Exhibit 5.1). 23.2 Consent of Arthur Anderson LLP. 24 Power of Attorney (included in the signature page of this registration statement). ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being 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 1933 (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or 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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and the high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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 information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the 1933 Act, 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. (4) That for the purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act 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 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 the 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 1933 Act and will be governed by the final adjudication of the issue. SIGNATURES The Registrant Pursuant to the requirements of the Securities Act of 1933, as amended, 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, Texas, on September 30, 1999. REMINGTON OIL AND GAS CORPORATION /s/ J. Burke Asher ------------------------------------------- By: J. Burke Asher, Vice President/Finance Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated. By his signature, each of the following persons authorizes J. Burke Asher and James A. Watt, or either of them, with full power of substitution, to execute in his name and on his behalf, and to file any amendments (including, without any limitation, post-effective amendments) to this registration statement necessary or advisable in the opinion of either of them to enable the Company to comply with the 1933 Act, and any rules, regulations and requirements of the SEC thereunder, in connection with the registration of the additional securities which are the subject of this registration statement. Date: September 30, 1999 /s/ James A. Watt - ----------------------------------------------- James A. Watt Director, President and Chief Executive Officer Date: September 30, 1999 /s/ J. Burke Asher - ----------------------------------------------- J. Burke Asher Vice President/Finance Date: September 30, 1999 /s/ Edward V. Howard - ----------------------------------------------- Edward V. Howard Vice President/Controller Date: September 30, 1999 /s/ David H. Hawk - ----------------------------------------------- David H. Hawk Director, Chairman of the Board Date: September 30, 1999 /s/ Don D. Box - ----------------------------------------------- Don D. Box Director and Executive Vice President Date: September 30, 1999 /s/ John E. Goble, Jr. - ----------------------------------------------- John E. Goble, Jr. Director Date: September 30, 1999 - ----------------------------------------------- William E. Greenwood Director Date: September 30, 1999 /s/ James Arthur Lyle - ----------------------------------------------- James Arthur Lyle Director Date: September 30, 1999 /s/ David E. Preng - ----------------------------------------------- David E. Preng Director Date: September 30, 1999 /s/ Thomas W. Rollins - ----------------------------------------------- Thomas W. Rollins Director Date: September 30, 1999 /s/ Alan C. Shapiro - ----------------------------------------------- Alan C. Shapiro Director EXHIBIT INDEX 3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 3.3 By-Laws of the Registrant, as amended (incorporated by reference from Registrant's Annual Report on Form 10-K for fiscal year ending December 31, 1998). 5.1 Opinion of W. Jefferson Burnett, General Counsel of the Registrant. 10.25 Box Energy Corporation 1997 Stock Option Plan, as amended (incorporated by reference from Registrant's Quarterly Report on Form 10-Q for the quarter ending June 30, 1999). 23.1 Consent of W. Jefferson Burnett (included in Exhibit 5.1). 23.2.1 Consent of Arthur Anderson LLP. 24 Power of Attorney (included in the signature page of this registration statement). EX-5.1 2 EXHIBIT 5.1 Remington Oil and Gas Corporation logo 8201 Preston Road, Suite 600 Dallas, Texas 75225-6211 September 30, 1999 Remington Oil and Gas Corporation 8201 Preston Road Suite 600 Dallas, Texas 75225-6211 Dear Sirs: With reference to the registration statement on Form S-8 which Remington Oil and Gas Corporation (the "Company") proposes to file with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, registering 2,750,000 common shares (par value $0.01 per share) of the Company (the "Shares") which may be offered and sold by the Company under the 1997 Stock Option Plan of the Company (the "Plan"), I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. all proper corporate proceedings have been taken so that any Shares to be offered and sold which are newly issued have been duly authorized and, upon sale and payment therefor in accordance with the Plan and the resolutions of the Board of Directors relating to the offering and sale of common shares thereunder, will be legally issued, fully paid and nonassessable. For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals and the conformity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto. I hereby consent to the filing of this opinion with the SEC in connection with the registration statement referred to above. Sincerely, /s/ W. Jefferson Burnett ----------------------------- By: W. Jefferson Burnett General Counsel EX-23.2.1 3 EXHIBIT 23.2.1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 of our report dated March 23, 1999 included in Form 10-K for the year ended December 31, 1998. ARTHUR ANDERSEN LLP Dallas, Texas September 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----