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UNITED STATES
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
155 INVERNESS DRIVE WEST, SUITE 200,
ENGLEWOOD, CO 80112-5000
(Address of principal executive offices) (Zip code)
MARKWEST HYDROCARBON, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
GERALD A. TYWONIUK
MARKWEST HYDROCARBON, INC.
155 INVERNESS DRIVE WEST, SUITE 200,
ENGLEWOOD, CO 80112-5000
(Name and address of agent for service)
(303) 290-8700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price aggregate offering Amount of
registered registered per Share (1) price (1) registration fee
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 200,000 $8.91 $1,781,300 $470.26
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended.
The proposed maximum offering price is based upon the average of the high and
low prices of the Common Stock as reported on the Nasdaq consolidated reporting
system on May 17, 2000.
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Incorporation by Reference
The contents of the Registration Statement on Form S-8 filed by MarkWest
Hydrocarbon, Inc. (the "Company") with the Commission on January 31, 1997
(Commission File No. 333-20833) are incorporated herein by reference pursuant to
General Instruction E to Form S-8. The Company is hereby registering 200,000
additional shares. In 1997, shareholders approved the increase from 650,000
shares to 850,000 shares reserved for issuance under the 1996 Stock Incentive
Plan. Until now, those additional 200,000 shares had not been registered.
Item 8. EXHIBITS.
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<S> <C>
4.1 Certificate of Incorporation of the Company, incorporated by
reference to the Company's Registration Statement on Form S-1
(Registration No.333-09513) filed with the Commission.
4.2 Bylaws of the Company, incorporated by reference to the
Company's Registration Statement on Form S-1 (Registration No.
333-09513) filed with the Commission.
5.1 Opinion of Arnold & Porter.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arnold & Porter (included in Exhibit 5.1 above).
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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 Englewood, State of Colorado, on this 18th day of
May, 2000.
MARKWEST HYDROCARBON, INC.
By /s/ Gerald A. Tywoniuk
---------------------------------------------------
Gerald A. Tywoniuk
Chief Financial Officer and Vice President of Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 18, 2000.
<TABLE>
<S> <C>
/s/ John M. Fox May 18, 2000
----------------------------------------------
John M. Fox
President, Chief Executive
Officer and Director
/s/ Brian T. O'Neill May 18, 2000
----------------------------------------------
Brian T. O'Neill
Senior Vice President, Chief
Operating Officer and Director
/s/ Gerald A. Tywoniuk May 18, 2000
----------------------------------------------
Gerald A. Tywoniuk
Chief Financial Officer and
Vice President of Finance
(Principal Financial and
Accounting Officer)
/s/ Arthur J. Denney May 18, 2000
----------------------------------------------
Arthur J. Denney
Director
/s/ Barry W. Spector May 18, 2000
----------------------------------------------
Barry W. Spector
Director
/s/ Donald D. Wolf May 18, 2000
----------------------------------------------
Donald D. Wolf
Director
/s/ Karen L. Rogers May 18, 2000
----------------------------------------------
Karen L. Rogers
Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Name
- ----------- ----
<S> <C>
4.1 Certificate of Incorporation of the Company, incorporated by
reference to the Company's Registration Statement on Form S-1
(Registration No. 333-09513) filed with the Commission.
4.2 Bylaws of the Company, incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No. 333-09513)
filed with the Commission.
5.1 Opinion of Arnold & Porter.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arnold & Porter (included in Exhibit 5.1 above).
</TABLE>
4
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EXHIBIT 5.1
ARNOLD & PORTER
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-1000
MarkWest Hydrocarbon, Inc.
155 Inverness Drive West, Suite 200,
Englewood, Colorado 80112-5000
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 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 200,000 shares of Common Stock, $.01 par value, of the Company
(the "Shares"), issuable pursuant to the MarkWest Hydrocarbon, Inc. 1996 Stock
Incentive Plan.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions 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. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. 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 Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the substantive laws of the
State of Colorado.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: May 18, 2000
Very truly yours,
Arnold & Porter
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 2000 relating to the
financial statements of MarkWest Hydrocarbon, Inc. ("MarkWest"), which appears
in MarkWest's Annual Report on Form 10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
Denver, Colorado
May 18, 2000
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