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As filed with the Securities and Exchange Commission on June 12, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RUTHERFORD--MORAN OIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0499690
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5 GREENWAY PLAZA, SUITE 220 77046
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are shares of common stock, $.01 par
value (the "Common Stock"), of the Registrant. A description of the
Common Stock is set forth under the caption "Description of Capital
Stock" in the preliminary prospectus, subject to completion, dated
June 3, 1995, which constitutes a part of the Registrant's
Registration Statement on Form S-1, as amended (Reg. No. 333-4122),
under the Securities Act of 1933, which description is incorporated
herein by reference. Such description will be included in a form of
prospectus to be filed by the Registrant pursuant to Rule 424(b) under
the Securities Act of 1933, which prospectus shall be deemed to be
incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1 Form of Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-4122)).
4.2 Form of Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-
1 (Reg. No. 333-4122)).
5.1 Form of Common Stock Certificate of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
RUTHERFORD--MORAN OIL CORPORATION
By: /s/ Michael D. McCoy
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Michael D. McCoy
Executive Vice President,
Chief Operating Officer and Secretary
Dated: June 12, 1996
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<S> <C> <C>
Number Shares
</TABLE>
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<S> <C> <C>
C
COMMON STOCK
CUSIP 783286 10 7
THIS CERTIFIES THAT SEE REVERSE FOR CERTAIN
DEFINITIONS
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is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,
OF
RUTHERFORD-MORAN OIL CORPORATION, transferable on the books of the Corporation
by the holder hereof, in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed or accompanied by a proper assignment.
This Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
in facsimile by its duly authorized officers and the facsimile corporate seal to
be duly affixed hereto.
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<S> <C>
DATED:
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PRESIDENT SECRETARY
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<S> <C>
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<CAPTION>
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RUTHERFORD-MORAN OIL CORPORATION
The corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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<S> <C> <C> <C> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- ..............Custodian ...........
as tenants by the
TEN ENT -- entireties (Cust) (Minor)
JT TEN -- as joint tenants with under Uniform Gifts to Minors Act
right ....................................
of survivorship and not (STATE)
as
tenants in common
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Additional abbreviations may also be used though not in the above list.
For Value Received, __________________ hereby sell, assign and transfer unto
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<S> <C>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
_________________________________________________________________________ Shares
of Common Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
________________________________________________________________________________
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
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<S> <C> <C>
Dated,
X
NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST CORRE-
SPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
X
Signature(s) must be guaranteed by a bank, broker or qualified financial
institution.
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