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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. 1996 STOCK INCENTIVE PLAN
AND
MARKWEST HYDROCARBON, INC. 1996 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
(Full title of the plans)
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 17th Street
(Name and address of agent for service) Denver, Colorado 80202
(303) 290-8700
(Telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price (1) fee
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...... 670,000 $14.625 $9,798,750.00 $2,969.32
========================================================================================================
</TABLE>
(1) 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.
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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; and
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
All documents filed by the Company 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 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 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.
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))
<PAGE>
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))
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney of Officers and Directors of MarkWest
Hydrocarbon, Inc.
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 the 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 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, each such post-effective amendment shall be deemed to
be a new registration statement relating to
-2-
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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.
C. Claims for Indemnification.
--------------------------
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
-3-
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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
*
- ------------------------------- Director
David R. Whitney
*By /s/ Brian T. O'Neill
---------------------------
Brian T. O'Neill
Attorney-in-fact
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EXHIBIT INDEX
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<C> <S>
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))
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above)
24.1 Powers of Attorney of Officers and Directors of MarkWest Hydrocarbon,
Inc.
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<PAGE>
Exhibit 5.1
-----------
DORSEY & WHITNEY LLP
REPUBLIC PLAZA BUILDING, SUITE 4400
370 SEVENTEENTH STREET
DENVER, COLORADO 80202-5644
TELEPHONE: (303) 629-3400
FAX: (303) 629-3450
MarkWest Hydrocarbon, Inc.
5613 DTC Parkway, Suite 400
Englewood, Colorado 80111
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to MarkWest Hydrocarbon, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 670,000
shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable upon the exercise of stock options granted pursuant to the Company's
1996 Stock Incentive Plan and 1996 Non-Employee Director Stock Option Plan
(collectively, the "Plans").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinion set forth below. In rendering our opinion set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. As to questions of fact material to our
opinions, we have relied upon certificates of officers of the Company and of
public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plans under which such Shares are issued, will
be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: January 31, 1997
Very truly yours,
/s/ Dorsey & Whitney LLP
GAH
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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
