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Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MILLER EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
__________________
DELAWARE 38-3379776
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3104 LOGAN VALLEY ROAD
TRAVERSE CITY, MICHIGAN 49685-0348
(Address of Principal Executive Offices) (Zip Code)
MILLER EXPLORATION COMPANY
EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
(Full Title of the Plan)
KELLY E. MILLER Copies to: TASHIA L. RIVARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER WARNER NORCROSS & JUDD LLP
MILLER EXPLORATION COMPANY 900 OLD KENT BUILDING
3104 LOGAN VALLEY ROAD 111 LYON STREET, N.W.
TRAVERSE CITY, MICHIGAN 49685-0348 GRAND RAPIDS, MICHIGAN 49503-2487
(Name and Address of Agent For Service)
(616) 941-0004
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F1><F2> OFFERING PRICE<F1><F2> REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, 120,000 shares<F3> $4.84375 $581,250 $161.59
$.01 par value
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<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.
<F2> On January 5, 1999, the average of the high and low prices of the
Common Stock of Miller Exploration Company was $4.84375 per
share. The registration fee is computed in accordance with Rule
457(h) and (c).
<F3> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
</FN>
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Miller Exploration Company (the
"COMPANY" or the "REGISTRANT") with the Securities and Exchange Commission
are incorporated in this registration statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") since the end of the Registrant's latest fiscal
year covered by the financial statements included in the Annual
Report referred to in (a) above.
(c) The registration statement on Form 8-A for the
Registrant's Common Stock, containing a description of such
stock, filed with the Commission on January 28, 1998.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section
12 of the Exchange Act. A description of such securities has been
incorporated by reference in Item 3(c) above.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and Bylaws generally
require the Company to indemnify its directors and officers to the fullest
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extent permissible under Delaware law against all expenses (including
amounts paid in settlement) incurred in any proceeding (whether or not such
proceeding was by or in the right of the Company, a subsidiary or
otherwise) in which they were a party because of their position as a
director or officer of the Company or because they served at the request of
the Company as a director, officer, employee or agent of another
corporation or entity. The provision also provides for the advancement of
litigation expenses at the request of a director or officer under certain
circumstances.
Delaware law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of
disinterested directors (even though less than a quorum) or, if there are
no such directors, or if such directors so direct, by independent legal
counsel in a written opinion or by the stockholders, that the person
seeking indemnification acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, which the person
had no reasonable cause to believe the person's conduct was unlawful.
Without court approval, however, no indemnification may be made in respect
of any derivative action in which the person is adjudged liable to the
corporation. Delaware law requires indemnification of expenses when the
individual being indemnified has successfully defended the action on the
merits or otherwise.
All of the above provisions could affect the liability of the
Company's directors and officers in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed or incorporated by reference as
part of this registration statement:
EXHIBIT
NUMBER DOCUMENT
4.1 Certificate of Incorporation as amended. Previously filed as an
exhibit to the Registrant's Registration Statement on Form S-1
(333-40383), and incorporated herein by reference.
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4.2 Bylaws. Previously filed as an exhibit to the Registrant's
Registration Statement on Form S-1 (333-40383), and incorporated
herein by reference.
4.3 Form of Specimen Stock Certificate. Previously filed as an
exhibit to the Registrant's Registration Statement on Form S-1
(333-40383), and incorporated herein by reference.
5 Opinion of Warner Norcross & Judd LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Warner Norcross & Judd LLP. Included in Exhibit 5
above.
24 Limited Power of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant 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 the
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) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) 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 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 the
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.
(h) 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 foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
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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 whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Traverse City, state
of Michigan, on this 29th day of December, 1998.
MILLER EXPLORATION COMPANY
By /S/ KELLY E. MILLER
Kelly E. Miller
President and Chief Executive Officer
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.
SIGNATURE TITLE DATE
________________________ Director ___________, 1998
C.E. Miller
/S/KELLY E. MILLER Director December 29, 1998
Kelly E. Miller
*/S/WILLIAM J. BAUMGARTNER Director December 29, 1998
William J. Baumgartner
*/S/FRANK M. BURKE, JR. Director December 29, 1998
Frank M. Burke, Jr.
________________________ Director ___________, 1998
Dan A. Hughes, Jr.
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*/S/WILLIAM CASEY MCMANEMIN Director December 29, 1998
William Casey McManemin
*/S/KENNETH J. FOOTE Director December 29, 1998
Kenneth J. Foote
*By /S/ KELLY E. MILLER
Kelly E. Miller
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
4.1 Certificate of Incorporation as amended. Previously filed as an
exhibit to the Registrant's Registration Statement on Form S-1
(333-40383), and incorporated herein by reference.
4.2 Bylaws. Previously filed as an exhibit to the Registrant's
Registration Statement on Form S-1 (333-40383), and incorporated
herein by reference.
4.3 Form of Specimen Stock Certificate. Previously filed as an
exhibit to the Registrant's Registration Statement on Form S-1
(333-40383), and incorporated herein by reference.
5 Opinion of Warner Norcross & Judd LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Warner Norcross & Judd LLP. Included in Exhibit 5
above.
24 Limited Power of Attorney.
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EXHIBIT 5
January 7, 1999
Miller Exploration Company
3104 Logan Valley Road
Traverse City, Michigan 49685-0348
Re: REGISTRATION STATEMENT OF FORM S-8
120,000 SHARES OF COMMON STOCK
Gentlemen:
We have acted as counsel to Miller Exploration Company (the "COMPANY")
in connection with the Company's Registration Statement of Form S-8 (the
"REGISTRATION STATEMENT") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration
of 120,000 shares (the "SHARES") of Common Stock, par value $.01 per share,
of the Company in connection with the Miller Exploration Company Equity
Compensation Plan for Non-Employee Directors.
We have examined the Company's Certificate of Incorporation and Bylaws
and such other corporate records of the Company, documents and certificates
of public officials and others as we have deemed necessary as a basis for
the opinion hereinafter expressed.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares
have been duly authorized and, when issued in accordance with the terms of
the Plan, will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Stephen C. Waterbury
Stephen C. Waterbury
A Partner
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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 March 13,
1998, included in Miller Exploration Company's Annual Report on Form 10-K
for the year ended December 31, 1997, and to all references to our Firm
included in this registration statement.
/s/Arthur Andersen LLP
Detroit, Michigan
January 6, 1999
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EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of Miller Exploration Company, does hereby
appoint KELLY E. MILLER his attorney to execute in his name a Registration
Statement of Miller Exploration Company on Form S-8 for the Miller Oil
Corporation Savings Plan, and any amendments to the Form S-8, and to file
it with the Securities and Exchange Commission. The attorney shall have
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act to be done in the
premises as fully and to all intents and purposes as the undersigned could
do in person, and the undersigned hereby ratifies and approves the acts of
such attorney.
Dated: December 28, 1998 /s/William J. Baumgartner
William J. Baumgartner
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LIMITED POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of Miller Exploration Company, does hereby
appoint KELLY E. MILLER and WILLIAM J. BAUMGARTNER, or either of them, his
attorneys or attorney to execute in his name a Registration Statement of
Miller Exploration Company on Form S-8 for the Miller Oil Corporation
Savings Plan, and any amendments to the Form S-8, and to file it with the
Securities and Exchange Commission. Each attorney shall have power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act to be done in the premises as fully
and to all intents and purposes as the undersigned could do in person, and
the undersigned hereby ratifies and approves the acts of such attorneys.
Dated: December 28, 1998 /s/Frank J. Burke, Jr.
Frank M. Burke, Jr.
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LIMITED POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of Miller Exploration Company, does hereby
appoint KELLY E. MILLER and WILLIAM J. BAUMGARTNER, or either of them, his
attorneys or attorney to execute in his name a Registration Statement of
Miller Exploration Company on Form S-8 for the Miller Oil Corporation
Savings Plan, and any amendments to the Form S-8, and to file it with the
Securities and Exchange Commission. Each attorney shall have power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act to be done in the premises as fully
and to all intents and purposes as the undersigned could do in person, and
the undersigned hereby ratifies and approves the acts of such attorneys.
Dated: December 28, 1998 /s/William Casey McManemin
William Casey McManemin
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LIMITED POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of Miller Exploration Company, does hereby
appoint KELLY E. MILLER and WILLIAM J. BAUMGARTNER, or either of them, his
attorneys or attorney to execute in his name a Registration Statement of
Miller Exploration Company on Form S-8 for the Miller Oil Corporation
Savings Plan, and any amendments to the Form S-8, and to file it with the
Securities and Exchange Commission. Each attorney shall have power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act to be done in the premises as fully
and to all intents and purposes as the undersigned could do in person, and
the undersigned hereby ratifies and approves the acts of such attorneys.
Dated: December 28, 1998 /s/Kenneth J. Foote
Kenneth J. Foote
