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As filed with the Securities and Exchange Commission on January 31, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
MARKWEST HYDROCARBON, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1352233
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5613 DTC Parkway, Suite 400
Englewood, Colorado 80111
(Address of Principal Executive Offices) (Zip Code)
MARKWEST HYDROCARBON, INC.
401(K) SAVINGS AND PROFIT SHARING PLAN
(Full title of the plan)
Copy to:
Brian T. O'Neill George A. Hagerty, Esq.
MarkWest Hydrocarbon, Inc. Dorsey & Whitney LLP
5613 DTC Parkway, Suite 400 Republic Plaza Bldg., Suite 4400
Englewood, Colorado 80111 370 Seventeenth Street
(Name and address of agent for service) Denver, Colorado 80202
(303) 290-8700
(Telephone number, including area code, of agent for service)
_______________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered(1) share(1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value...... 30,000* $ 14.625 $ 438,750.00 $ 132.95
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(1) The 30,000 shares of Common Stock being registered represent the maximum
number of shares which, it is anticipated, may be acquired by the Plan
during the approximate 12-month period following the initial offering date
under this Registration Statement. The proposed maximum offering price per
share and proposed maximum aggregate offering price are estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(h)(1),
based upon the average of the high and low prices of the Common Stock as
reported by the Nasdaq National Market on January 29, 1997.
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by MarkWest
Hydrocarbon, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference in this Registration
Statement, as of their respective dates:
(1) The Company's final Prospectus, dated October 9, 1996,
filed in connection with the Company's Registration Statement on Form S-1
(File No. 333-09513);
(2) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, dated September 12, 1996
(File No. 0-21353), and any amendment or report filed to update such
description filed subsequent to the date of this Registration Statement and
prior to the termination of the offering of the Common Stock offered
hereby;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996; and
(4) The Annual Report on Form 11-K for the MarkWest
Hydrocarbon, Inc. 401(k) Savings and Profit Sharing Plan for the fiscal
year ended December 31, 1995.
All documents filed by the Company and the MarkWest Hydrocarbon,
Inc. 401(k) Savings and Profit Sharing Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the
"Delaware Law") authorizes a court to award, or a corporation's Board of
Directors to grant, indemnity to directors and officers in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act"). Article IX of the Company's
Certificate of Incorporation and Article VIII of the Company's Bylaws provide
for indemnification of the Company's directors, officers, employees and other
agents to the maximum extent permitted by Delaware Law.
The Company's Certificate of Incorporation also provides that
directors of the Company shall be under no liability to the Company for monetary
damages for breach of fiduciary duty as a director of the Company, except for
those specific breaches and acts or omissions with respect to which Delaware Law
expressly provides that a corporation's certificate of incorporation shall not
eliminate or limit such personal liability of directors. Section 102(b)(7) of
the Delaware Law provides that a corporation's certificate of incorporation may
not limit the liability of directors for (i) breaches
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of their duty of loyalty to the corporation and its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful dividends or unlawful stock repurchases under
Section 174 of the Delaware Law, or (iv) transactions from which a director
derives an improper personal benefit.
Under the MarkWest Hydrocarbon, Inc. 401(k) Savings and Profit
Sharing Plan, the Company has agreed to indemnify and hold harmless the plan
administrator and the trustee (except if the trustee is a bank, trust company or
similar institution) and any other persons to whom any fiduciary responsibility
is allocated or delegated with respect to the plan, from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any act,
or omission to act, in connection with the performance of such persons' duties,
responsibilities and obligations under the plan, other than such liabilities,
costs and expenses as may result from the negligence, gross negligence, bad
faith, willful conduct and/or criminal acts of such persons. In addition, the
Company has agreed to indemnify the trustee against, and to hold the trustee
harmless from, all liabilities and claims (including reasonable attorney's fees
and expenses in defending against such liabilities and claims) against the
trustee as a result of any breach of fiduciary responsibility by a fiduciary
other than the trustee unless the trustee participates knowingly in such breach,
knowingly undertakes to conceal such breach, has actual knowledge of such breach
and fails to take reasonable remedial action to remedy such breach or, through
its negligence in performing its own specific fiduciary responsibilities, has
enabled such other fiduciary to commit a breach of the latter's fiduciary
responsibilities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1, dated August 2, 1996, as amended on September 13,
1996 (File No. 333-09513))
4.2 Amended Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
dated August 2, 1996, as amended on September 13, 1996 (File No.
333-09513))
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1,
dated August 2, 1996, as amended on September 13, 1996 (File No.
333-09513))
23.1 Consent of Price Waterhouse LLP
24.1 Powers of Attorney of Officers and Directors of MarkWest
Hydrocarbon, Inc.
The Company has submitted the MarkWest Hydrocarbon, Inc. 401(k)
Savings and Profit Sharing Plan to the Internal Revenue Service (the "IRS") in
order to qualify its 401(k) Savings and Profit Sharing Plan under the Employee
Retirement Income Security Act of 1974.
-2-
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Item 9. Undertakings.
------------
A. Post-Effective Amendments.
-------------------------
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in 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 or
high end of the estimated maximum offering range may be
reflected in the form of 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.
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that subparagraphs (a) and (b) above will not apply
if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed
with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
B. Subsequent Documents Incorporated by Reference.
----------------------------------------------
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
-3-
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C. Claims for Indemnification.
--------------------------
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or other controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Denver, State of Colorado, on January 30, 1997.
MARKWEST HYDROCARBON, INC.
By: /s/ Brian T. O'Neill
-------------------------------
Brian T. O'Neill
Senior Vice President and Chief
Operating Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on January 30, 1997.
SIGNATURE TITLE
--------- -----
/s/ John M. Fox President,
- ---------------------------- Chief Executive Officer and Director
John M. Fox (Principal Executive Officer)
/s/ Brian T. O'Neill Senior Vice President,
- ---------------------------- Chief Operating Officer and Director
Brian T. O'Neill
/s/ Rita E. Harvey Director of Finance
- ---------------------------- and Treasurer
Rita E. Harvey (Principal Financial and Accounting Officer)
* Director
- ----------------------------
Arthur J. Denney
* Director
- ----------------------------
Norman H. Foster
* Director
- ----------------------------
Barry W. Spector
* Director
- ----------------------------
David R. Whitney
*By /s/ Brian T. O'Neill
-------------------------
Brian T. O'Neill
Attorney-in-fact
-5-
<PAGE>
Pursuant to the requirements of the Securities Act, the undersigned
trustees have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on January 30, 1997.
MARKWEST HYDROCARBON, INC. 401(K)
SAVINGS AND PROFIT SHARING PLAN
By: /s/ John M. Fox
------------------------------
John M. Fox
Trustee
By: /s/ Brian T. O'Neill
------------------------------
Brian T. O'Neill
Trustee
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EXHIBIT INDEX
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Exhibit
Number Exhibit Page
- ------ ------- ----
4.1 Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, dated August 2, 1996, as amended
on September 13, 1996 (File No. 333-09513))
4.2 Amended Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form S-1, dated August 2, 1996, as amended on September 13,
1996 (File No. 333-09513))
4.3 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on
Form S-1, dated August 2, 1996, as amended on September 13,
1996 (File No. 333-09513))
23.1 Consent of Price Waterhouse LLP
24.1 Powers of Attorney of Officers and Directors of MarkWest
Hydrocarbon, Inc.
<PAGE>
Exhibit 23.1
------------
CONSENT OF PRICE WATERHOUSE LLP
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated August 2, 1996 appearing on pages F-2
and F-4, respectively, of MarkWest Hydrocarbon, Inc.'s Registration Statement on
Form S-1 (File No. 333-09513).
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Denver, Colorado
January 30, 1997
<PAGE>
Exhibit 24.1
------------
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints John M. Fox and Brian T. O'Neill, and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any Registration Statement on Form S-8 of MarkWest
Hydrocarbon, Inc. ("MarkWest") to be filed under the Securities Act of 1933 for
the registration of shares of Common Stock of MarkWest, and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John M. Fox President, Chief Executive January 30, 1997
- ------------------------- Officer and Director
John M. Fox (Principal Executive Officer)
/s/ Brian T. O'Neill Senior Vice President, Chief January 30, 1997
- ------------------------- Operating Officer and Director
Brian T. O'Neill
/s/ Arthur J. Denney Director January 30, 1997
- -------------------------
Arthur J. Denney
/s/ Norman H. Foster Director January 30, 1997
- -------------------------
Norman H. Foster
/s/ Barry W. Spector Director January 30, 1997
- -------------------------
Barry W. Spector
/s/ David R. Whitney Director January 30, 1997
- -------------------------
David R. Whitney
