<PAGE>
As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-33345
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
SYNTROLEUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
1350 South Boulder, Suite 1100
Delaware Tulsa, Oklahoma 74119 43-1764632
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) (Address of Principal Executive Identification No.)
Offices and Zip Code)
</TABLE>
---------------------------------------------
SYNTROLEUM CORPORATION
1997 STOCK INCENTIVE PLAN
(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)
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), by Syntroleum
Corporation, a Delaware corporation ("Syntroleum-Delaware" or the "Company"), as
successor to Syntroleum Corporation, a Kansas corporation ("Syntroleum-Kansas").
Syntroleum-Delaware hereby expressly adopts the Registration Statement on Form
S-8 (File No. 333-33345) as its own Registration Statement for all purposes of
the Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
- --------------------------------------------------------------------------------
<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. 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-
Delaware and Syntroleum-Kansas pursuant to the Securities Act and the Exchange
Act:
1. Syntroleum-Kansas' Annual Report on Form 10-K for the year
ended December 31, 1998, as amended by Amendment No. 1 filed with the
Commission on April 28, 1998.
2. Syntroleum-Kansas' Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
3. Syntroleum-Kansas' Current Report on Form 8-K dated February
16, 1999, as amended by Amendment No. 1 filed with the Commission on
February 25, 1999.
4. Syntroleum-Delaware's Current Report on Form 8-K dated June
17, 1999.
5. The description of Syntroleum-Delaware's common stock and
associated preferred share purchase rights contained in its Current
Report on Form 8-K dated June 17, 1999.
Each document filed by Syntroleum-Delaware or Syntroleum-Kansas pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Post-Effective Amendment and prior to the filing of any further 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 included in Syntroleum-Kansas' Annual Report on
Form 10-K for the year ended December 31, 1998 and incorporated herein by
reference have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in 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.
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 Certificate of Incorporation provides 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
II-1
<PAGE>
not in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the General Corporation Law of the State of
Delaware (the "DGCL"), 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 Certificate 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 Certificate 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 Certificate 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 Certificate of Incorporation provides 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 DGCL, 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 Certificate 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 DGCL 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
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
II-2
<PAGE>
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 DGCL 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
DGCL, 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 Certificate 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 DGCL. 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 DGCL 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.
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
II-3
<PAGE>
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:
Exhibit
No. Description
------- -----------
4.1* -- Certificate of Incorporation of the Company (incorporated by
reference to Appendix B the Proxy Statement filed with the
Securities and Exchange Commission by Syntroleum-Kansas on May
12, 1999).
4.2* -- Bylaws of the Company (incorporated by reference to Appendix C to
the Proxy Statement filed with the Securities and Exchange
Commission by Syntroleum-Kansas on May 12, 1999).
4.3* -- Amended and Restated Rights Agreement dated as of January 31,
1997 and amended and restated as of June 17, 1999 (incorporated
by reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K dated June 17, 1999).
4.4* -- Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company, dated June 16, 1999 (incorporated
by reference to Exhibit 4.5 to the Company's Current Report on
Form 8-K dated June 17, 1999).
4.5* -- 1997 Stock Incentive Plan (incorporated by reference to Exhibit
10(c) to the Syntroleum Kansas Form 10/A dated February 12,
1997).
4.6 -- Amendment No. 1 to 1997 Stock Incentive Plan.
5.1 -- Opinion of Eric Grimshaw, Esq.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Eric Grimshaw, Esq. (included in Exhibit 5.1).
24.1 -- Powers of Attorney.
- ---------------------------
* Incorporated herein by reference as indicated.
II-4
<PAGE>
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;
(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 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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
II-5
<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 Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on June 17, 1999.
SYNTROLEUM CORPORATION
By /s/ Kenneth L. Agee
--------------------------------------------
Kenneth L. Agee
Chief Executive Officer and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment has been signed by the following persons in the capacities
indicated on June 17, 1999.
/s/ Kenneth L. Agee Chief Executive Officer and Chairman of the
- -------------------------- Board (Principal Executive Officer)
Kenneth L. Agee
/s/ Mark A. Agee
- -------------------------- President, Chief Operating Officer and Director
Mark A. Agee
/s/ Randall M. Thompson
- -------------------------- Vice President and Chief Financial Officer
Randall M. Thompson (Principal Financial Officer)
/s/ Carla S. Covey
- -------------------------- Controller (Principal Accounting Officer)
Carla S. Covey
*
- -------------------------- Director
Alvin R. Albe, Jr.
*
- -------------------------- Director
Frank M. Bumstead
*
- -------------------------- Director
P. Anthony Jacobs
*
- -------------------------- Director
Robert Rosene, Jr.
*
- -------------------------- Director
James R. Seward
II-6
<PAGE>
*
- -------------------------- Director
J. Edward Sheridan
* /s/ Eric Grimshaw
- --------------------------
Eric Grimshaw
Attorney in Fact
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- ------------------------------------------
4.1* -- Certificate of Incorporation of the Company (incorporated by
reference to Appendix B the Proxy Statement filed with the
Securities and Exchange Commission by Syntroleum-Kansas on May 12,
1999).
4.2* -- Bylaws of the Company (incorporated by reference to Appendix C to
the Proxy Statement filed with the Securities and Exchange
Commission by Syntroleum-Kansas on May 12, 1999).
4.3* -- Amended and Restated Rights Agreement dated as of January 31, 1997
and amended and restated as of June 17, 1999 (incorporated by
reference to Exhibit 4.4 to the Company's Current Report on Form
8-K dated June 17, 1999).
4.4* -- Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company, dated June 16, 1999 (incorporated
by reference to Exhibit 4.5 to the Company's Current Report on
Form 8-K dated June 17, 1999).
4.5* -- 1997 Stock Incentive Plan (incorporated by reference to Exhibit
10(c) to the Syntroleum Kansas Form 10/A dated February 12, 1997).
4.6 -- Amendment No. 1 to 1997 Stock Incentive Plan.
5.1 -- Opinion of Eric Grimshaw, Esq.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Eric Grimshaw, Esq. (included in Exhibit 5.1).
24.1 -- Powers of Attorney.
- --------------------
* Incorporated herein by reference as indicated.
II-8
<PAGE>
EXHIBIT 4.6
Amendment Number 1 dated June 17, 1999 to the
1997 Stock Incentive Plan of Syntroleum Corporation (formerly, "SLH
Corporation")
WHEREAS, Syntroleum Corporation, a Kansas corporation formerly named
SLH Corporation ("Syntroleum-Kansas") entered into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of May 7, 1999 with Syntroleum
Corporation, a Delaware corporation ("Syntroleum-Delaware"); and
WHEREAS, the Merger Agreement provides for the merger of Syntroleum-
Kansas with and into Syntroleum-Delaware (the "Merger" and together with the
other transactions contemplated thereby, the "Reincorporation"); and
WHEREAS, Article IV of the Merger Agreement provides that the Stock
Option Plans (as defined therein) and other employee benefit and compensation
plans and agreements of Syntroleum-Kansas shall be assumed by and become plans
and agreements of Syntroleum-Delaware immediately after the Effective Time (as
defined therein); and
WHEREAS, the Plan is a Stock Option Plan as contemplated in the Merger
Agreement and therefore was assumed by and continues as a plan and agreement of
Syntroleum-Delaware at the Effective Time;
NOW, THEREFORE, Syntroleum-Delaware does hereby adopt the Plan and
does hereby amend the Plan, effective June 17, 1999, to provide for certain
other changes as follows:
1. The title of the Plan is hereby amended to read as follows:
"SYNTROLEUM CORPORATION
1997 STOCK INCENTIVE PLAN"
2. Section 1 of the Plan is hereby amended to read in its entirety as
follows:
"1. PURPOSE
The Syntroleum Corporation 1997 Stock Incentive Plan is designed to
enable Non-Employee Directors of and qualified executive, managerial,
supervisory and professional officers and employees of the Company and
its Subsidiaries to acquire or increase their ownership of the $.01
par value common stock of the Company on reasonable terms. The
opportunity so provided is intended to foster in participants a strong
incentive to exert maximum effort for the continued success and growth
of the Company and its Subsidiaries and the enhancement of
stockholders' interests, to aid in retaining individuals who exert
such efforts and to assist in attracting the best available
individuals in the future."
3. Section 2.1 of the Plan is hereby amended to read in its entirety as
follows:
<PAGE>
"2.1 'Board' means the Board of Directors of Syntroleum Corporation,
a Delaware corporation.
4. Section 2.4 of the Plan is hereby amended to read in its entirety as
follows:
"2.4 'Company' means Syntroleum Corporation, a Delaware corporation.
SYNTROLEUM CORPORATION,
a Delaware corporation
/s/ Eric Grimshaw
-----------------------------------
Eric Grimshaw
Secretary
<PAGE>
EXHIBIT 5.1
June 17, 1999
Syntroleum Corporation
1350 South Boulder, Suite 1100
Tulsa, Oklahoma 74119
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration No. 333-33345) (the "Registration
Statement") to be filed by Syntroleum Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to shares of common stock of the Company, par
value $0.01 per share (the "Common Stock"), that may be issued (the "Shares")
pursuant to the Company's 1997 Stock Incentive Plan (the "Plan"), certain legal
matters in connection with the Shares are being passed upon for the Company by
me. At your request, this opinion is being furnished to you for filing as
Exhibit 5 to the Registration Statement.
In my capacity as General Counsel of the Company, I have examined the
Company's Certificate of Incorporation and Bylaws and the originals, or copies
certified or otherwise identified, of corporate records of the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, I have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates.
I have assumed that all signatures on all documents examined by me are
genuine, that all documents submitted to me as originals are accurate and
complete, that all documents submitted to me as copies are true and correct
copies of the originals thereof and that all information submitted to me was
accurate and complete. In addition, I have assumed for purposes of paragraph 2
below that the consideration received by the Company for the Shares will be not
less than the par value of the Shares.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, I am of the opinion that:
<PAGE>
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of the Shares pursuant to the
provisions of the Plan, such Shares will be duly authorized by all
necessary corporate action on the part of the Company, validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Eric Grimshaw, Esq.
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 (No. 333-33345) of our report dated January 15, 1999, included in
Syntroleum Corporation's Form 10-K for the year ended December 31, 1998, and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Tulsa, Oklahoma
June 17, 1999
<PAGE>
EXHIBIT 24.1
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 16th day of June, 1999.
/s/ Kenneth L. Agee
-------------------------
Name: Kenneth L. Agee
2
<PAGE>
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
1
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Mark A. Agee
---------------------
Name: Mark A. Agee
2
<PAGE>
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Alvin R. Albe, Jr.
---------------------------
Name: Alvin R. Albe, Jr.
2
<PAGE>
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Frank M. Bumstead
----------------------------
Name: Frank M. Bumstead
2
<PAGE>
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ P. Anthony Jacobs
---------------------------
Name: P. Anthony Jacobs
2
<PAGE>
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ Robert Rosene, Jr.
--------------------------
Name: Robert Rosene, Jr.
2
<PAGE>
SYNTROLEUM CORPORATION
Power of Attorney
WHEREAS, SYNTROLEUM CORPORATION, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
as contemplated by Rule 414 thereunder, post-effective amendments to the
following Registration Statements:
. Registration Statement on Form S-8 (1993 Stock Option and Incentive
Plan, Stock Option Plan for Outside Directors, Director Stock Options
and Consultant Stock Option) (Registration No. 333-64231);
. Registration Statement on Form S-8 (1997 Stock Incentive Plan)
(Registration No. 333-33345);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of shares of common stock, par
value $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint Mark A. Agee,
Randall M. Thompson and Eric Grimshaw, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the others, and
with full power of substitution and resubstitution, to execute in his name,
place and stead, in his capacity as director, officer or both, as the case may
be, of the Company, the Post-Effective Amendments, including the exhibits
thereto and the prospectus or prospectuses referred to above, and any and all
amendments thereto (including further post-effective amendments) and any
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act and any supplement(s) thereto and any and all instruments
necessary or incidental in connection therewith, as said attorney or attorneys
shall deem necessary or incidental in connection therewith, and to file the same
with the Commission and to appear before the Commission in connection with any
matter relating thereto. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 17th day of June, 1999.
/s/ James R. Seward
----------------------
Name: James R. Seward
2
