<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------------------------
SYNTROLEUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
1350 SOUTH BOULDER, SUITE 1100
TULSA, OKLAHOMA 74119
(Address of Principal Executive Offices and Zip Code)
KANSAS 43-1764632
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
---------------------------------------------
1993 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
DIRECTOR STOCK OPTIONS
CONSULTANT STOCK OPTION
(Full Title of the Plan)
---------------------------------------------
ERIC GRIMSHAW
VICE PRESIDENT AND GENERAL COUNSEL
SYNTROLEUM CORPORATION
1350 SOUTH BOULDER, SUITE 1100
TULSA, OKLAHOMA 74119
(Name and Address of Agent for Service)
(918) 592-7900
(Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
==========================================================================================
<CAPTION>
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Offering Fee
Share(2) Price
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(1) 3,005,388 $10.5625 $31,744,410 $9,365
=========================================================================================
</TABLE>
(1) Consists of shares of the Registrant's Common Stock, par value $0.01 per
share, together with the preferred stock purchase rights associated
therewith.
(2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low prices reported on the Nasdaq National Market System on September 22,
1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
NOTE: THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN INFORMATION
REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT
INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE
SENT OR GIVEN TO PARTICIPANTS AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). IN ACCORDANCE WITH RULE 428 AND THE
REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") EITHER AS PART OF THIS
REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO
RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT SHALL MAINTAIN A FILE OF SUCH
DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428. UPON REQUEST, THE
REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OR COPIES OF ALL
OF THE DOCUMENTS INCLUDED IN SUCH FILE.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement incorporates herein by reference the
following documents which have been filed with the Commission by Syntroleum
Corporation (the "Company") pursuant to the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (File No. 0-21911):
1. The description of the Company's Common Stock and associated
preferred share purchase rights contained in the Company's Registration
Statement on Form 10 filed on December 24, 1996, as amended by Amendment
No. 1 on Form 10/A filed with the Commission on February 4, 1997 and
Amendment No. 2 on Form 10/A filed with the Commission on February 12,
1997.
2. The Company's Joint Proxy Statement/Prospectus, dated July 2, 1998,
as filed with the Commission pursuant to Rule 424(b) of the Securities Act.
3. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Amendment No. 1 filed with the Commission
on April 13, 1998.
4. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
5. The Company's Current Reports on Form 8-K dated January 27, March
31, and August 7, 1998.
Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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 such documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document 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 herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The financial statements and the related financial statement schedules
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference have been audited by KPMG Peat
Marwick LLP, independent public accountants, as stated in their reports included
in such Form 10-K, and have been incorporated by reference herein in reliance
upon such reports given upon the authority of that firm as experts in accounting
and auditing.
The audited financial statements of Syntroleum Corporation, an
Oklahoma corporation, included in the Company's Joint Proxy Statement/Prospectus
dated July 2, 1998 and incorporated herein by reference have been audited by
Arthur Andersen LLP, independent public accountants, as indicated by their
report with respect thereto, and have been incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
LIMITATION OF LIABILITY OF DIRECTORS.
The Company's Articles of Incorporation provide that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to the Company or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 17-6424
of the Kansas General Corporation Code (the "KGCC"), which concerns unlawful
payments of dividends, stock purchases or redemptions, or (4) for any
transaction from which the director derived an improper personal benefit.
While the Company's Articles of Incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of care,
it does not eliminate such duty. Accordingly, the Company's Articles of
Incorporation will have no effect on the availability of equitable remedies such
as an injunction or rescission based on a director's breach of his or her duty
of care. The provisions of the Company's Articles of Incorporation described
above apply to an officer of the Company only if he or she is a director of the
Company and is acting in his or her capacity as director, and do not apply to
officers of the Company who are not directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that each person who
is or was or had agreed to become a director or officer of the Company, or each
such person who is or was serving or who had agreed to serve at the request of
the Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Company's Bylaws, to the fullest extent permitted from time
to time by the KGCC, as the same exists or may hereafter be amended (but, if
permitted by applicable law, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) or any other applicable laws as presently or hereafter in
effect. The Company may, by action of the Company's Board of Directors, provide
indemnification to employees and agents of the Company, and to persons serving
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, at the request of the Company, with the same scope and
effect as the foregoing indemnification of directors and officers. The Company
may be required to indemnify any person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Company's Board of Directors
or is a proceeding to enforce such person's claim to indemnification pursuant to
the rights granted by the Company's Articles of Incorporation or otherwise by
the Company.
The Company's Bylaws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit,
or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the Company
or is or was serving at the request of the Company as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such Proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, will be indemnified and held harmless by the Company to the fullest
extent authorized by the KGCC as the same exists or may in the future be amended
(but, if permitted by applicable law, in the case of any such amendment, only to
the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification will continue as to a person who
has ceased to be a director or officer and will inure to the benefit of his or
her heirs, executors and administrators; provided, however, except as described
in the second following paragraph with respect to Proceedings to enforce rights
to indemnification, the Company will indemnify any such person seeking
II-2
<PAGE>
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Company's Board of Directors.
Pursuant to the Company's Bylaws, to obtain indemnification, a
claimant is to submit to the Company a written request for indemnification. Upon
such written request by a claimant, a determination, if required by applicable
law, with respect to the claimant's entitlement to indemnification will be made,
if requested by the claimant, by independent legal counsel, or if the claimant
does not so request, by the Company's Board of Directors by a majority vote of
the disinterested directors even though less than a quorum or, if there are no
disinterested directors or the disinterested directors so direct, by independent
legal counsel in a written opinion to the Company's Board of Directors, or if
the disinterested directors so direct, by the stockholders of the Company. In
the event the determination of entitlement to indemnification is to be made by
independent legal counsel at the request of the claimant, the independent legal
counsel will be selected by the Company's Board of Directors unless there has
occurred within two years prior to the date of the commencement of the action,
suit or proceeding for which indemnification is claimed a change of control, in
which case the independent legal counsel will be selected by the claimant unless
the claimant requests that such selection be made by the Company's Board of
Directors.
Pursuant to the Company's Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Company within thirty days after
a written claim pursuant to the preceding paragraph has been received by the
Company, the claimant may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant will also be entitled to be paid the expense of prosecuting
such claim. The Company's Bylaws provide that it will be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Company) that the
claimant has not met the standard of conduct which makes it permissible under
the KGCC for the Company to indemnify the claimant for the amount claimed, but
the burden of proving such defense will be on the Company. Neither the failure
of the Company (including the disinterested directors, independent legal counsel
or stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
KGCC, nor an actual determination by the Company (including the disinterested
directors, independent legal counsel or stockholders) that the claimant has not
met such applicable standard of conduct, will be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. However, the Company will be precluded from asserting that the
procedures and presumptions set forth in the Company's Bylaws are not valid,
binding and enforceable and will be bound by a determination pursuant to the
procedures set forth in the Company's Bylaws that the claimant is entitled to
indemnification in any suit brought by a claimant pursuant to the Company's
Bylaws.
The Company's Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in the Company's Bylaws will not be exclusive of any other
right which any person may have or may in the future acquire under any statute,
provision of the Company's Articles of Incorporation, the Company's Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. The
Company's Bylaws permit the Company to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the KGCC. In addition, the Company's Bylaws authorize the Company, to the extent
authorized from time to time by the Company's Board of Directors, to grant
rights to indemnification and rights to be paid by the Company the expenses
incurred in defending any Proceeding in advance of its final disposition to any
employee or agent of the Company to the fullest extent of the provisions of the
Company's Bylaws with respect to the indemnification and advancement of expenses
of directors and officers of the Company.
The Company's Bylaws provide that the right to indemnification conferred
therein is a contract right and includes the right to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, except that if the KGCC requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director of officer is not entitled to be
indemnified under the Company's Bylaws or otherwise.
II-3
<PAGE>
The Company has entered into indemnification agreements with each of
its directors and executive officers that contractually provide for
indemnification and expense advancement and include related provisions meant to
facilitate the indemnitees' receipt of such benefits. These provisions cover,
among other things: (i) specification of the method of determining entitlement
to indemnification and the selection of independent counsel that will in some
cases make such determination; (ii) specification of certain time periods by
which certain payments or determinations must be made and actions must be taken;
and (iii) the establishment of certain presumptions in favor of an indemnitee.
The benefits of certain of these provisions are available to an indemnitee only
if there has been a change in control (as defined).
The Company currently has directors' and officers' insurance that
insures directors and officers of the Company with respect to claims made for
alleged "wrongful acts" in their roles as directors or officers of the Company
and its subsidiaries. The insurance also insures the Company for claims against
the Company's directors or officers in situations in which the Company has an
obligation to defend and/or indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration statement
or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
4.1* -- Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3(a)
to the Company's Form 10 filed with the Securities and Exchange Commission on December 24,
1996).
4.2* -- Certificate of Merger dated August 7, 1998, including amendments to the Articles of Incorporation
of the Company (incorporated by reference to Exhibit 4.7 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 12, 1998).
4.3* -- Bylaws of the Company (incorporated by reference to Exhibit 3(b) to the Company's Form 10 filed
with the Securities and Exchange Commission on December 24, 1996).
4.4* -- Rights Agreement dated as of January 31, 1997 (incorporated by reference to Exhibit 4 to the
Company's Form 10/A filed with the Securities and Exchange Commission on February 12, 1997).
4.5* -- Amendment to Rights Agreement dated as of March 30, 1998 (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-4 (Registration No. 333-50253), as
amended).
4.6* -- Second Amendment to Rights Agreement dated as of March 30, 1998 (incorporated by reference
to Exhibit 4.6 to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 12, 1998).
4.7* -- Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, dated
February 19, 1997, together with Statement of Increase, dated June 1, 1998 (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement on Form S-4 (Registration
No. 333-50253), as amended).
4.8* -- 1993 Stock Option and Incentive Plan (incorporated by reference to Appendix E to the Joint Proxy
Statement/Prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission
on July 2, 1998).
4.9* -- Stock Option Plan for Outside Directors of Syntroleum (incorporated by reference to Appendix F
to the Joint Proxy Statement/Prospectus filed pursuant to Rule 424(b) with the Securities and
Exchange Commission on July 2, 1998).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.10 -- Form of Stock Option Agreement for stock options issued to Directors of the Company which were
not issued pursuant to either the Stock Option Plan for Outside Directors or pursuant to the 1993
Stock Option and Incentive Plan.
4.11 -- Stock Option Agreement for stock options issued to consultant for the Company which were not
issued pursuant to either the Stock Option Plan for Outside Directors or pursuant to the 1993 Stock
Option and Incentive Plan.
The Company is a party to debt instruments under which the total amount of securities authorized
does not exceed 10% of the total assets of the Company. Pursuant to paragraph 4(iii)(A) of Item
601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the
Commission upon request.
5.1 -- Opinion of Lathrop & Gage L.C.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Lathrop & Gage L.C. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on page II-7).
</TABLE>
- --------------
* Incorporated herein by reference as indicated.
ITEM 9. UNDERTAKINGS
(a) 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:
(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 this registration statement
(or the 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.
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) of the Securities Act
of 1933 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; and
(iii) 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 the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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;
II-5
<PAGE>
(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; and
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 therein, 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 the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
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 registrant of expenses
incurred or paid 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 of 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Tulsa, State of Oklahoma, on August 31, 1998.
SYNTROLEUM CORPORATION
By /s/ Kenneth L. Agee
------------------------------------
Kenneth L. Agee
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eric Grimshaw and Randall M. Thompson, and each
of them, 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 or all amendments (including post-effective
amendments) to this Registration Statement and any registration statement for
the same offering filed pursuant to Rule 462 under the Securities Act of 1933
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, to all intents and purposes and as fully as they might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or their substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Kenneth L. Agee Chief Executive Officer and August 31, 1998
- ------------------------------------ Chairman of the Board
Kenneth L. Agee (Principal Executive Officer)
/s/ Mark A. Agee President, Chief Operating August 31, 1998
- ------------------------------------ Officer and Director
Mark A. Agee
/s/ Randall M. Thompson Vice President and Chief August 31, 1998
- ------------------------------------ Financial Officer (Principal
Randall M. Thompson Financial and Accounting
Officer)
/s/ Alvin R. Albe, Jr. Director August 31, 1998
- ------------------------------------
Alvin R. Albe, Jr.
/s/ Frank M. Bumstead Director August 31, 1998
- ------------------------------------
Frank M. Bumstead
/s/ P. Anthony Jacobs Director August 31, 1998
- ------------------------------------
P. Anthony Jacobs
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Robert Rosene, Jr. Director August 31, 1998
- ------------------------------------
Robert Rosene, Jr.
/s/ James R. Seward Director August 31, 1998
- ------------------------------------
James R. Seward
/s/ J. Edward Sheridan Director August 31, 1998
- ------------------------------------
J. Edward Sheridan
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S> <C>
4.1* -- Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3(a)
to the Company's Form 10 filed with the Securities and Exchange Commission on December 24,
1996).
4.2* -- Certificate of Merger dated August 7, 1998, including amendments to the Articles of Incorporation
of the Company (incorporated by reference to Exhibit 4.7 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 12, 1998).
4.3* -- Bylaws of the Company (incorporated by reference to Exhibit 3(b) to the Company's Form 10 filed
with the Securities and Exchange Commission on December 24, 1996).
4.4* -- Rights Agreement dated as of January 31, 1997 (incorporated by reference to Exhibit 4 to the
Company's Form-10/A filed with the Securities and Exchange Commission on February 12, 1997).
4.5* -- Amendment to Rights Agreement dated as of March 30, 1998 (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-4 (Registration No. 333-50253), as
amended).
4.6* -- Second Amendment to Rights Agreement dated as of March 30, 1998 (incorporated by reference
to Exhibit 4.6 to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 12, 1998).
4.7* -- Certificate of Designations of Series A Junior Participating Preferred Stock of the Company, dated
February 19, 1997, together with Statement of Increase, dated June 1, 1998 (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement on Form S-4 (Registration
No. 333-50253), as amended).
4.8* -- 1993 Stock Option and Incentive Plan (incorporated by reference to Appendix E to the Joint Proxy
Statement/Prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission
on July 2, 1998).
4.9* -- Stock Option Plan for Outside Directors of Syntroleum (incorporated by reference to Appendix F
to the Joint Proxy Statement/Prospectus filed pursuant to Rule 424(b) with the Securities and
Exchange Commission on July 2, 1998).
4.10 -- Form of Stock Option Agreement for stock options issued to Directors of the Company which were
not issued pursuant to either the Stock Option Plan for Outside Directors or pursuant to the 1993
Stock Option and Incentive Plan.
4.11 -- Stock Option Agreement for stock options issued to consultant for the Company which were not
issued pursuant to either the Stock Option Plan for Outside Directors or pursuant to the 1993 Stock
Option and Incentive Plan.
The Company is a party to debt instruments under which the total amount of securities authorized
does not exceed 10% of the total assets of the Company. Pursuant to paragraph 4(iii)(A) of Item
601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the
Commission upon request.
5.1 -- Opinion of Lathrop & Gage L.C.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of KPMG Peat Marwick LLP.
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C>
23.3 -- Consent of Lathrop & Gage L.C. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on page II-7).
</TABLE>
- --------------------
* Incorporated herein by reference as indicated.
II-10
<PAGE>
Exhibit 4.10
SYNTROLEUM CORPORATION
STOCK OPTION AGREEMENT
----------------------
THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of
this _____ day of __________, 199_, effective as of the ____ day of ________,
199_, by and between ____________________ ("Option Holder") and Syntroleum
Corporation, an Oklahoma corporation (the "Company").
WHEREAS, effective the ____ day of _________, 199_, the Company's Board of
Directors (the "Board") authorized the grant to Option Holder of options to
purchase _________ shares of the Company's common stock; and
WHEREAS, Option Holder and the Company desire to enter into this Agreement
setting forth the terms, conditions and restrictions applicable to the options.
NOW, THEREFORE, in consideration of the options granted and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows.
1. Grant of Options. The Company hereby grants to the Option Holder the
irrevocable right and option (the "Options") during the Option Period (as
defined in Section 2) to purchase, upon payment of the Exercise Price (as
defined in Section 3) all or any portion of ________ shares (the "Shares") of
the Company's common stock, par value $0.0005 per share.
2. Option Period. The Options shall be exercisable any time, and from
time to time, on or before the _____ of ___________, 2000 (the "Option Period").
After such date, the right to purchase any Shares remaining to be purchased
under the Options and pursuant to this Agreement, shall lapse and shall be of no
further force or effect. In the event of the death of Option Holder, the right
to purchase any Shares remaining to be purchased under the Options and pursuant
to this Agreement shall lapse and shall be of no further force or effect. In the
event of the termination of Option Holder's membership on the Board for any
reason, voluntarily or involuntarily, the right to purchase any Shares remaining
to be purchased under the Options and pursuant to this Agreement shall lapse and
shall be of no further force or effect.
3. Exercise Price. The price payable (the "Exercise Price") to the
Company by Option Holder upon exercise of Options is $______ per share, payable
in cash.
4. Manner of Exercise. Shares available for purchase pursuant to Options
exercised within the Option Period may be purchased by Option Holder delivering
to the Company written
<PAGE>
notice specifying the number of Shares Option Holder then desires to purchase
which may be all or a portion of the Shares available for purchase, together
with the Exercise Price therefore payable in cash. Upon receipt of such written
notice and payment for the Shares, the Company shall promptly cause the Shares
to be issued fully paid and non-assessable, and cause a certificate(s) therefore
to be delivered to the Option Holder.
5. Transfer and Assignment. The Options granted in this Agreement shall
not be transferable by the Option Holder and distribution and are exercisable
during the Option Holder's lifetime only by him or her. No assignment or
transfer of the Options granted in this Agreement, or of the rights represented
thereby, whether voluntary or involuntary, by operation of law or otherwise,
shall vest in the assignee or transferee any interest or right herein
whatsoever, but immediately upon any such assignment or transfer the Options
shall terminate and become of no further effect.
6. Rights as Stockholder. Option Holder shall have no rights as a
stockholder with respect to any Shares covered by the Options until the date of
the actual issuance of the Shares to him. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date the Shares or any part thereof are issued pursuant to exercise of all
or any part of the Options.
7. Confidentiality. Option Holder agrees not to disclose to any person,
directly or indirectly, the terms of this Agreement or any other matters
relating to the Options or the Shares, including the number of Shares subject to
the Options or purchased hereunder, without the prior consent of the Company.
8. Option Holder's Representations and Warranties. Option Holder hereby
represents and warrants to the Company that:
(a) Option Holder acknowledges and understands that the Options and
underlying Shares are not registered under the Securities Act of 1933, as
amended, (the "Act") or any applicable state securities laws by reason of
claimed exemptions from registration thereunder which depend in part on
Option Holder's investment intention as outlined in this Agreement and that
he is aware that no federal or state agency has made any review, finding or
determination regarding the terms of the acquisition of the Options and
underlying Shares nor any recommendation or endorsement of the Options and
underlying Shares as an investment, and he must forego the security, if
any, that such a review would provide.
(b) The Options being granted and the underlying Shares will be held
by the Option Holder for investment purposes only and not with a view to or
for resale, transfer, or other distribution and that Option Holder has no
agreement or other arrangement, formal or informal, with any person to
sell, transfer or pledge any part of the Options or which would guarantee
him any profit or protect him against any loss with respect to the Options
and underlying Shares. Further, Option Holder has no plans to enter into
any such agreement or
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<PAGE>
arrangement, and, consequently, Option Holder must bear the economic risk
of an investment in the Options and underlying Shares for an indefinite
period of time.
(c) Option Holder is the sole party in interest with respect to the
grant of the Options and issuance of the underlying Shares and has
sufficient knowledge and experience in financial and business matters to
enable him to evaluate the merits and risks of this investment.
(d) Option Holder recognizes the speculative nature and the high risk
of loss associated with the grant of the Options and issuance of the
underlying Shares and affirms that the transaction is suitable and
consistent with Option Holder's investment program and financial situation,
which enables Option Holder to bear the high risk of this investment.
(e) Option Holder understands and agrees that the Options and
underlying Shares are subject to certain restrictions or transfer and
further acknowledges that the Options and underlying Shares will be
"restricted" as defined in Rule 144 under the Act and therefore may not be
sold or transferred by Option Holder except pursuant to an effective
registration statement under the Act and applicable state securities laws
or unless exemptions from such registration are, in the opinion of the
Company's counsel, available with respect to such proposed sale or
transfer. Such exemptions are not now available and it is not anticipated
that any such exemptions will become available in the future.
9. Legality. Notwithstanding any other provision hereof, Option Holder
hereby agrees that Option Holder will not exercise the Options granted by this
Agreement, and that the Company will not be obligated to issue any Shares to
Option Holder upon such exercise, if the exercise of such Options or the
issuance of such Shares shall constitute a violation by Option Holder or the
Company of any provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be final, binding and
conclusive. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as the same shall be in
effect from time to time) or to take any other affirmative action in order to
cause the exercise of any Option or the issuance of Shares pursuant to such
exercise in order to comply with any law or regulation of any governmental
authority.
10. Options Proportionate to Common Stock. The Shares with respect to
which the Options granted in this Agreement may be exercised are shares of
Common Stock of the Company as presently constituted. If, and whenever, prior to
the delivery by the Company of all of the Shares of the Common Stock with
respect to which the Options have been granted, the Company shall effect a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend, then (a) in the event of an increase in the number
of shares outstanding, the number of Shares then remaining subject to the
Options under this Agreement shall be proportionately increased, and the cash
contribution payable per share pursuant to an Option shall be proportionately
reduced; and (b) in the event of a reduction in the number of shares
outstanding, the number of
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<PAGE>
Shares then remaining subject to the Options under this Agreement shall be
proportionately reduced, and the cash contribution payable per share upon
exercise of any such Options shall be proportionately increased.
11. No Effect on Company Financial Decisions. The existence of the
Options granted in this Agreement shall not affect in any way the right or the
power of the Company of its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or preceding, whether
of a similar character or otherwise.
12. Notice. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed to or delivered to the party
for whom it is intended at such address as may from time to time be designated
by it in a notice mailed or delivered to the other party as herein provided,
however, that unless and until some other address be so designated, all notices
or communications by Option Holder to the Company shall be mailed or delivered
to the Company at the offices of its Secretary at Suite N, 5616 South 122nd East
Avenue, Tulsa, Oklahoma 74146, and all notice or communications by the Company
to Option Holder may be given to tle Option Holder personally or may be mailed
to him.
13. Governing Law. The validity and effect of this Agreement and the
rights and obligations of the parties, and all other persons affected by this
Agreement shall be construed and determined in accordance with the laws of the
State of Oklahoma.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the date first above written.
SYNTROLEUM CORPORATION
/s/ Kenneth L. Agee
________________________________
Ken Agee, President
"OPTION HOLDER"
________________________________
[Name]
Address: ____________________
____________________
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<PAGE>
SCHEDULE
Stock Option Agreements in substantially the form of this Exhibit 4.10 were
entered into on February 7, 1996 with each of Alvin R. Albe, Jr., Frank M.
Bumstead, Robert Rosene, Jr., James R. Seward, P. Anthony Jacobs and J. Edward
Sheridan. The Stock Option Agreements of Messrs. Albe, Bumstead, Rosene and
Seward provide for options to purchase 25,798 shares at a purchase price of
$0.39 per share on or before June 10, 2000. The Stock Option Agreements of
Messrs. Jacobs and Sheridan provide for options to purchase 25,798 shares at a
purchase price of $0.39 per share on or before November 17, 2000. The foregoing
reflects adjustments made pursuant to the Agreement and Plan of Merger dated as
of March 30, 1998 by and between SLH Corporation, a Kansas corporation, and
Syntroleum Corporation, an Oklahoma corporation.
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<PAGE>
Exhibit 4.11
Syntroleum - Stock Option Agreement
- --------------------------------------------------------------------------------
CONFIDENTIAL
This Stock Option Agreement (the "Agreement") made this 20th day of June,
1997, by and between Syntroleum Corporation, an Oklahoma Corporation
("Syntroleum") and John Hutton ("Grantee"), evidences the grant by Syntroleum of
an option (the "Option") to Grantee to purchase shares of Syntroleum common
stock, par value $0.001 per share ("Common Stock"), pursuant to action of the
Board of Directors on June 20, 1997 (the "Date of Grant") and Grantee's
acceptance of the Option in accordance with the provisions of this Agreement.
Syntroleum and Grantee agree as follows.
1. Grant of Option and Exercise Price. Grantee shall have an option to
purchase 20,000 shares of Common Stock at an exercise price of $12.00 per share,
the fair market value of Syntroleum Common Stock as determined by Syntroleum's
Board of Directors on the Date of Grant, subject to the terms and conditions of
this Agreement.
2. Vesting. Except as otherwise provided in Section 3 below, this Option
shall vest as follows: (a) the right to exercise the Option and purchase 6,667
shares shall vest on the first annual anniversary of the Date of Grant, (b) the
right to exercise the Option and purchase 6,667 shares shall vest on the second
annual anniversary of the Date of Grant, and (c) the right to exercise the
Option and purchase the remaining 6,666 shares shall vest on the third annual
anniversary of the Date of Grant.
3. Exercise Period. The Option may be exercised from time to time with
respect to all or any number of the then vested, unexercised shares on any
regular business day of Syntroleum at its then executive offices, until the
earliest to occur of the following dates:
(a) the tenth anniversary of the Date of Grant;
(b) one year after the date of Grantee's termination of employment with
Syntroleum by reason of death or disability;
(c) the third annual anniversary of Grantee's retirement;
(d) the date 30 days following the date upon which Grantee's employment with
Syntroleum terminates for any reason other than those described in subsections
(b) or (c) of this Section 3.
<PAGE>
Syntroleum - Stock Option Agreement
- --------------------------------------------------------------------------------
CONFIDENTIAL
4. Exercise.
(a) During the period that the Option is exercisable, it may be
exercised in full or in part by Grantee or, in the event or Grantee's death, by
the person or persons to whom the Option was transferred by will or the laws of
decent and distribution, by delivering or mailing written notice of the exercise
to the Secretary of Syntroleum. The written notice shall be signed by each
person entitled to exercise the Option and shall specify the address and Social
Security number of each such person. If any person other than Grantee purports
to be entitled to exercise all or any portion of the Option, the written notice
shall be accompanied by proof, satisfactory to Syntroleum, of that entitlement.
(b) Subject to the provisions of subsections (d) and (e) of this Section
4, the written notice shall be accompanied by full payment of the exercise price
for the shares as to which the Option is exercised either (i) in cash or cash
equivalents, (ii) in shares of Syntroleum Common Stock evidenced by certificates
either endorsed or with stock powers attached transferring ownership to
Syntroleum, with the aggregate fair market value equal to said exercise price on
the date the written notice is received by the Secretary, or (iii) in any
combination of cash or cash equivalents and such shares.
(c) Notwithstanding the provisions of subsection (b) of this Section 4,
shares acquired through the exercise of an ISO granted under the Plan may be
used as payment at exercise under this Agreement only if such shares have been
held for at least 12 months following such acquisition.
(d) In lieu of payment of the exercise price by way of delivery of
certificate(s) evidencing shares of Syntroleum Common Stock, Grantee may furnish
a notarized statement reciting the number of shares being purchased under the
Option and the number of Syntroleum shares owned by Grantee which may be freely
delivered as payment of all or a portion of the exercise price, all pursuant to
rules adopted by and subject to the consent of the Syntroleum Board of
Directors, in which event Grantee will be issued a certificate for new shares of
Common Stock representing the number of shares as to which the Option is
exercised, less the number of shares described in the notarized statement as
constituting payment under the Option.
(e) In lieu of payment of the exercise price in cash, shares of
Syntroleum Common Stock, or by delivery of a statement of ownership pursuant to
subsection (d) of this Section 4, Grantee may, if the Board of Directors
consents and pursuant to its rules, pay the exercise price for shares as to
which the Option is exercised by surrendering his right to exercise a portion of
the Option equal in value to said exercise price. Grantee shall then receive a
certificate for the number of shares issuable pursuant to Grantee's exercise of
the Option, reduced by a number of shares with an aggregate fair market value
equal to the exercise price, which latter number of shares would be deemed
purchased pursuant to the exercise of the Option and thus no longer available
under the Option.
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<PAGE>
Syntroleum - Stock Option Agreement
- --------------------------------------------------------------------------------
CONFIDENTIAL
(f) In the event Grantee pays the Option exercise price by delivery of a
notarized statement of ownership or by surrendering his right to exercise a
portion of the Option as described in subsections (d) and (e) of this Section 4,
the number of shares remaining subject to the Option shall be reduced not only
by the number of new shares issued upon exercise of the Option but also by the
number of previously owned shares listed on the notarized statement of ownership
and deemed to be surrendered as payment of the exercise price or, as applicable,
by the number of shares in connection with which Grantee has surrendered his
right to exercise the Option.
(g) The written notice of exercise will be effective and the Option
shall be deemed exercised to the extent specified in the notice on the date that
the written notice (together with required accompaniments respecting payment of
the exercise price) is received by the Secretary of Syntroleum at its executive
offices during regular business hours.
5. Transfer of Shares; Tax Withholding. As soon as practicable after receipt
of an effective written notice of exercise and full payment of the exercise
price as provided in Section 4 above, the Secretary of Syntroleum shall cause
the appropriate number of shares of Syntroleum Common Stock to be issued to the
person or persons exercising the Option by having a certificate or certificates
for such number of shares registered in the name of such person or persons and
shall have each certificate delivered to the appropriate person. Each such
certificate shall bear a legend describing (a) Syntroleum's right of first
refusal in the event such person desires or attempts to transfer such shares, as
set forth in Section 6, and (b) the restrictions imposed by applicable state and
federal securities laws, as described in Section 7(c), to the extent applicable.
Notwithstanding the foregoing, if Syntroleum requires reimbursement of any tax
required by law to be withheld with respect to shares of Syntroleum Common Stock
issuable upon exercise of the Option, the Secretary shall not issue or deliver
such shares until the required payment is made.
6. Right of First Refusal. All shares acquired upon exercise of the Option
shall be subject to a right of first refusal requiring Grantee to offer such
shares for sale to Syntroleum at their then fair market value, prior to sale or
other transfer to any third party. When Grantee, or any other party to whom
shares of stock acquired pursuant to the exercise of the Option are issued,
desires to sell or otherwise transfer such shares, prior written notice of such
proposed sale or transfer must be mailed to the Secretary of Syntroleum. The
date such notice is received shall be the effective date of such notice and
Syntroleum will then have three business days within which to exercise its right
of first refusal by purchasing all or part of such shares at the fair market
value on the date such purchase occurs. Failure to purchase such shares by
Syntroleum within such time period shall serve to waive Syntroleum's right of
first refusal. The Secretary of Syntroleum may also waive such right by
delivering written evidence of such waiver to the party desiring to sell such
shares.
7. Miscellaneous.
(a) The rights under this Agreement may not be transferred except by
will or the laws of descent and distribution. The rights under this Agreement
may be exercised during the lifetime of Grantee only by Grantee (or by his
guardian or legal representative). The terms of this
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<PAGE>
Syntroleum - Stock Option Agreement
- --------------------------------------------------------------------------------
CONFIDENTIAL
Option shall be binding upon the executors, administrators, heirs, successors,
and assigns of Grantee.
(b) Authorized leaves of absence from Syntroleum shall not constitute a
termination of employment for purposes of this Agreement. For purposes of this
Agreement, an authorized leave of absence shall be an absence while Grantee is
on military leave, sick leave, or other bona fide leave of absence so long as
Grantee's right to employment with Syntroleum is guaranteed by statute,
contract, or company policy.
(c) This Option may not be exercised if the issuance of shares of
Syntroleum's Common Stock upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation.
Grantee, as a condition to his exercise of this Option, shall represent to
Syntroleum that the shares of Syntroleum Common Stock to be acquired by exercise
of this Option are being acquired for investment and not with a present view to
distribution or resale, unless counsel for Syntroleum is then of the opinion
that such a representation is not required under the Securities Act of 1933 or
any other applicable law, regulation, or rule of any governmental agency.
(d) Grantee shall have no rights as a shareholder with respect to any
shares covered by the Option until the date of the actual issuance of the
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date the shares or any part thereof
are issued pursuant to exercise of all or any part of the Option.
(e) Grantee agrees not to disclose to any person, directly or
indirectly, the terms of this Agreement or any other matters relating to the
Option or the shares, including the number of shares subject to the Option or
purchased hereunder, without the prior consent of Syntroleum.
(f) Grantee acknowledges and understands that the Option and underlying
shares of Common Stock are not registered under the Securities Act of 1933, as
amended, (the "Act") or any applicable state securities laws by reason of
claimed exemptions from registration thereunder which depend in part on
Grantee's investment intention as outlined in this Agreement and that he is
aware that no federal or state agency has made any review, finding or
determination regarding the terms of the acquisition of the Option and
underlying shares of Common Stock nor any recommendation or endorsement of the
Option and underlying shares of Common Stock as an investment, and he must
forego the security, if any, that such a review would provide.
(g) The Option being granted and the underlying shares of Common Stock
will be held by Grantee for investment purposes only and not with a view to or
for resale, transfer, or other distribution and that Grantee has no agreement or
other arrangement, formal or informal, with any person to sell, transfer or
pledge any part of the Option or which would guarantee him any profit or protect
him against any loss with respect to the Option and underlying shares of Common
Stock. Further, Grantee has no plans to enter into any such agreement or
arrangement, and,
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<PAGE>
Syntroleum - Stock Option Agreement
- --------------------------------------------------------------------------------
CONFIDENTIAL
consequently, Grantee must bear the economic risk of an
investment in the Option and underlying shares of Common Stock for an indefinite
period of time.
(h) Grantee is the sole party in interest with respect to the grant of
the Option and issuance of the underlying shares of Common Stock and has
sufficient knowledge and experience in financial and business matters to enable
him to evaluate the merits and risks of this investment.
(i) Grantee recognizes the speculative nature and the high risk of loss
associated with the grant of the Option and issuance of the underlying shares of
Common Stock of Common Stock and affirms that the transaction is suitable and
consistent with Grantee's investment program and financial situation, which
enables Grantee to bear the high risk of this investment.
(j) Grantee understands and agrees that the Option and underlying shares
of Common Stock are subject to certain restrictions or transfer and further
acknowledges that the Option and underlying shares of Common Stock will be
"restricted" as defined in Rule 144 under the Act and therefore may not be sold
or transferred by Grantee except pursuant to an effective registration statement
under the Act and applicable state securities laws or unless exemptions from
such registration are, in the opinion of Syntroleum's counsel, available with
respect to such proposed sale or transfer. Such exemptions are not now available
and it is not anticipated that any such exemptions will become available in the
future.
(k) The existence of the Option granted in this Agreement shall not
affect in any way the right or the power of Syntroleum or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in Syntroleum's capital structure or its business, or any merger
or consolidation of Syntroleum, or any issue of bonds, debentures, preferred or
prior preference stocks ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of Syntroleum or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
preceding, whether of a similar character or otherwise.
(l) Every notice or other communication relating to this Agreement shall
be in writing and shall be mailed to or delivered to the party for whom it is
intended at such address as may from time to time be designated by such party.
(m) The validity and effect of this Agreement and the rights and
obligations of the parties, and all other persons affected by this Agreement
shall be construed and determined in accordance with the laws of the State of
Oklahoma.
-5-
<PAGE>
Syntroleum - Stock Option Agreement
- --------------------------------------------------------------------------------
CONFIDENTIAL
IN WITNESS WHEREOF, Syntroleum, by its duly authorized officer, and Grantee
have signed this Agreement as of the date first above written.
SYNTROLEUM CORPORATION
/s/ Mark A. Agee
Mark A. Agee
President/COO
Grantee's Name: W.J. Hutton
-------------------------
Grantee's Title: European Representative
------------------------
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<PAGE>
Exhibit 5.1
John H. Calvert
816-460-5807
[email protected] or [email protected]
September 24, 1998
Board of Directors
Syntroleum Corporation
1350 South Boulder, Suite 1100
Tulsa, OK 74119
Gentlemen,
This relates to the legality of the shares of Common Stock of Syntroleum
Corporation (the "Company") to be distributed pursuant to (i) the Company's 1993
Stock Option and Incentive Plan and the Company's Stock Option Plan for Outside
Directors (the "Plans") and (ii) Stock Option Agreements for stock options
issued to directors of the Company and to a consultant which were not issued
pursuant to either of the Plans (the "Option Agreements"), which shares of
Common Stock you are seeking to register with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, on
Form S-8 (the "Registration Statement").
We have acted as counsel to the Company in connection with the
incorporation of the Company, the authorization and issuance of the Company's
Common Stock and the registration of shares of Common Stock of the Company under
the Registration Statement.
In rendering the opinions hereinafter expressed, we have examined and
relied upon such records, documents, instruments, certificates of public
officials, and certificates of officers of the Company, as we have deemed
appropriate, including the Registration Statement, the Plans, the Option
Agreements, resolutions authorizing the Plans and the Option Agreements, and
copies of the Articles of Incorporation and Bylaws of the Company.
Our opinions below are limited to the matters expressly set forth in this
opinion letter, and no opinion is to be implied or may be inferred beyond the
matters expressly so stated.
We disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
Our opinions below are limited to the effect of the laws of the State of
Kansas, the Kansas General Corporation Law and the Federal laws of the United
States. We express no opinion with
<PAGE>
September 24, 1998
Page 2
respect to the effect of the laws of any other jurisdiction on the transactions
contemplated by the Registration Statement, the Plans or the Option Agreements.
Based on the foregoing, it is our opinion that:
(1) the Plans and the Option Agreements have been assumed by the Company,
and the Plans have been approved by the Stockholders of the Company; and
(2) if authorized but previously unissued shares of Common Stock of the
Company or issued shares of Common Stock that are held by the Company in its
treasury shall be issued by the Company pursuant to the Plans and Option
Agreements in accordance with the terms thereof, and the said shares shall be
distributed to the participants in the Plans pursuant to the provisions thereof
and to the option holders under the Option Agreements pursuant to the provisions
thereof, the said shares of Common Stock will be legally issued, fully paid
and non-assessable.
We hereby consent to be named in the Registration Statement, and amendments
thereto, by which the securities to be issued pursuant to the Plans are
registered with the Securities and Exchange Commission, and in any prospectus
relating to the Plans and Option Agreements, as counsel for the Company who has
passed upon the legality of the securities registered thereby. We further
consent to the filing of this opinion as an exhibit to the registration
statement.
Very truly yours,
LATHROP & GAGE L.C.
By: /s/ John H. Calvert
John H. Calvert
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 12, 1998,
included in Syntroleum Corporation Form S-4, filed July 2, 1998, and to all
references to our Firm included in this registration statement and the related
prospectuses.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
September 24, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Syntroleum Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Syntroleum Corporation of our report dated February 20, 1998, relating to
the consolidated balance sheets of SLH Corporation as of December 31, 1997 and
1996, and the related consolidated statements of operations, stockholders'
equity and cash flows and related schedule for each of the years in the three-
year period ended December 31, 1997, which reports appear in the 1997 annual
report on Form 10-K of SLH Corporation and to all references to our Firm
included in the Registration Statement on Form S-8 and the related prospectuses.
KPMG Peat Marwick LLP
Kansas City, Missouri
September 24, 1998
