AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2001
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
(State or other jurisdiction of incorporation 75-2369148
or organization) (IRS Employer identification no.)
8201 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75225-6211
(Address of principal executive offices) (Zip code)
CONTINGENT STOCK GRANTS
(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
(Name and address of agent for service)
(214) 210-2650
(Telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PER SHARE PRICE(1) REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock.................... 662,592 $16.14 $10,694,235 $2,555.93
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) 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 December 7, 2001.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission, this
registration statement omits the information specified in Part I of Form S-8.
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, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001, and September 30, 2001;
(c) The Company's registration statement on Form 8-A registering the
Common Stock under the Securities Exchange Act of 1934; and
(d) The Company's Current Report on Form 8-K dated May 22, 2001, filed
with the Securities and Exchange Commission on May 31, 2001.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 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 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 has
been awarded, subject to the terms and conditions of the grant, 19,104 shares
under the contingent stock grant program, but, beneficially owns less than 1% of
the outstanding shares of Common Stock of the Company.
The financial statements incorporated herein by reference to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000,
have been so incorporated in reliance upon the report of Arthur Andersen 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 the Registrant 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, 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
II-1
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 General Corporation Law of the State of Delaware,
pursuant to which the Company is incorporated, provides generally and in
pertinent part that a Delaware corporation may indemnify its directors,
officers, employees and agents (or persons serving at the request of the Company
as a director, officer, employee or agent of another entity) against expenses,
judgments, fines, and settlements actually and reasonably incurred by them in
connection with any civil, criminal, administrative, or investigative suit or
action except actions by or in the right of the corporation if, in connection
with the matters in issue, they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the
corporation, and in connection with any criminal suit or proceeding, if in
connection with the matters in issue, they had no reasonable cause to believe
that their conduct was unlawful. Section 145 further provides that in connection
with the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors, officers,
employees or agents (or persons serving at the request of the Company as a
director, officer, employee or agent of another entity) against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interest of the corporation, except that no
indemnification may be made in respect to any claim, issue, or matter as to
which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or some other court in which such action or suit is
brought approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and/or indemnity
insurance on behalf of its directors and officers. Article VII of the Company's
Restated Certificate of Incorporation and Article VI of the By-Laws of the
Company, as amended, provide, in general, that the Company may indemnify its
directors, officers, employees or agents (or persons serving at the request of
the Company as a director, officer, employee or agent of another entity) to the
full extent of Delaware law.
The Company has purchased directors and officers liability insurance which
insures, among other things, (i) the officers and directors of the Company from
any claim arising out of an alleged wrongful act by such persons while acting as
directors and officers of the Company and (ii) the Company to the extent that
the Company has indemnified the directors and officers for such loss.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
4.1 -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Registrant's registration
statement on Form S-4 filed with the Commission
[Registration No. 333-61513] and effective on November 27,
1998).
4.2 -- 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.
23.1 -- Consent of W. Jefferson Burnett (included in Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney (included in the signature page of this
registration statement).
II-2
ITEM 9. UNDERTAKINGS
(a) 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;
(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; 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 information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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.
(b) The undersigned Registrant hereby 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 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to any charter provision, bylaw, contract, arrangement,
statute, 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 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 is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-3
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, Texas, on December 11, 2001.
REMINGTON OIL AND GAS CORPORATION
By: /s/ JAMES A. WATT
------------------------------------
James A. Watt
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
James A. Watt and J. Burke Asher, and each of them, his true and lawful
attorney-in-fact and agent, with full powers of substitution, for him and in his
name, place and stead, in any and all capacities, to sign and to file any and
all amendments, including post-effective amendments, to this registration
statement and any new registration statement filed pursuant to Rule 462 under
the Securities Act of 1933 with the Securities and Exchange Commission granting
to said attorney-in-fact power and authority to perform any other act on behalf
of the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and power of attorney have been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES A. WATT Director, President and Chief December 11, 2001
------------------------------------------------ Executive Officer
James A. Watt
/s/ J. BURKE ASHER Vice President/Finance December 11, 2001
------------------------------------------------ (Principal Financial Officer)
J. Burke Asher
/s/ EDWARD V. HOWARD Vice President/Controller December 11, 2001
------------------------------------------------ (Principal Accounting Officer)
Edward V. Howard
/s/ DAVID H. HAWK Director, Chairman of the Board December 11, 2001
------------------------------------------------
David H. Hawk
/s/ DON D. BOX Director December 11, 2001
------------------------------------------------
Don D. Box
/s/ JOHN E. GOBLE, JR. Director December 11, 2001
------------------------------------------------
John E. Goble, Jr.
Director December 11, 2001
------------------------------------------------
William E. Greenwood
II-4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES ARTHUR LYLE Director December 11, 2001
------------------------------------------------
James Arthur Lyle
/s/ DAVID E. PRENG Director December 11, 2001
------------------------------------------------
David E. Preng
/s/ THOMAS W. ROLLINS Director December 11, 2001
------------------------------------------------
Thomas W. Rollins
/s/ ALAN C. SHAPIRO Director December 11, 2001
------------------------------------------------
Alan C. Shapiro
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Registrant's registration
statement on Form S-4 filed with the Commission
[Registration No. 333-61513] and effective on November 27,
1998).
4.2 -- 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.
23.1 -- Consent of W. Jefferson Burnett (included in Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney (included in the signature page of this
registration statement).