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July 3, 1995
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Wilshire Oil Company of Texas
Dear Ladies and Gentlemen:
On behalf of Wilshire Oil Company of Texas, I am filing pursuant to
EDGAR the enclosed registration statement on Form S-8 with respect to
600,000 shares of the registrant's Common Stock. The registrant has
advised me that the filing fee has been wired-transferred to the
Commission's lockbox.
Paper copies of the above-mentioned registration statement will be
submitted to the New York Stock Exchange today.
Very truly yours,
Peter H. Ehrenberg
PHE:haw
Enclosures
cc: Mr. Steven Gelman
Mr. Daniel Kaplan
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As filed with the Securities and Exchange Commission on July 3, 1995
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WILSHIRE OIL COMPANY OF TEXAS
(Exact name of registrant as specified in its charter)
Delaware 84-0513668
(State or other jurisdiction of (I.R. S. Employer)
incorporation or organization) Identification No.)
921 Bergen Avenue, Jersey City, New Jersey 07306
(Address of Principal Executive Offices) (Zip Code)
WILSHIRE OIL COMPANY OF TEXAS 1995 STOCK OPTION AND INCENTIVE PLAN
WILSHIRE OIL COMPANY OF TEXAS 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
Sherry Wilzig Izak
Wilshire Oil Company of Texas
921 Bergen Avenue
Jersey City, New Jersey 07306
201-420-2796
(Name, address and telephone number, including area code,
of agent for service)
with a copy to:
Peter H. Ehrenberg, Esq.
Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
65 Livingston Avenue
Roseland, New Jersey 07068
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit (1) price fee
___________________________________________________________________________
Common Stock,
$1.00 par value 600,000 shares(2) $6.0625 $3,637,500 $1,255
___________________________________________________________________________
(1) Pursuant to Rule 457, the proposed maximum offering price per
share is estimated solely for the purpose of computing the amount
of the registration fee and is based on the average of the high
and low sales price of the Common Stock of the registrant reported
on the New York Stock Exchange on June 28, 1995.
(2) Plus such indeterminate number of additional shares as shall
become issuable pursuant to the anti-dilution provisions of the
above-mentioned Plans.
__________________________________________________________________________
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Wilshire Oil Company of Texas (the
"Company") with the Securities and Exchange Commission (the "SEC"), are
hereby incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; and
(c) the description of the Common Stock of the Company contained in
the Company's most recent Form 8-A.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all
securities offered 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 of
such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that such statement is modified or superseded by a
subsequently filed document which also is or is deemed to be incorporated
by reference herein. Any such statement so modified or superseded shall
not be deemed to constitute a part of this registration statement except as
so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in
connection with litigation.
The Company's Certificate of Incorporation provides for
indemnification of its directors and officers against certain liabilities
to the fullest extent permitted by law. The Company's Certificate of
Incorporation also eliminates the liability of directors for monetary
damages in certain instances.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Registrant's Certificate of Incorporation is incorporated by
reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1992.
5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
23.1 Consent of Independent Accountants (Arthur Andersen LLP)
24.1 Power of Attorney
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are 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 1993;
(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; and
(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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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 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.
The undersigned registrant 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
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
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 Securities Act of 1933 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 that 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 Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES
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 Jersey City, State of New Jersey,
on the 30th day of June, 1995.
WILSHIRE OIL COMPANY OF TEXAS
By:/s/Sherry Wilzig Izak
Sherry Wilzig Izak
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/Sherry Wilzig Izak
Sherry Wilzig Izak Chairman of the Board (Chief Executive
Officer and Chief Financial Officer) June 30, 1995
____________________
Ira F. Braun Director June 30, 1995
/s/Milton Donnenberg*
Milton Donnenberg Director June 30, 1995
/s/Sam Halpern*
Sam Halpern Director June 30, 1995
/s/Eric J. Schmertz*
Eric J. Schmertz Director June 30, 1995
/s/Joseph K. Schwartz*
Joseph K. Schwartz Director June 30, 1995
/s/William J. Schwartz*
William J. Schwartz Director June 30, 1995
/s/Ernest Wachtel*
Ernest Wachtel Director June 30, 1995
/s/Steven A. Gelman*
Steven A. Gelman Controller June 30, 1995
*By: /s/Sherry Wilzig Izak
Sherry Wilzig Izak
Attorney in Fact
EXHIBIT INDEX
Exhibit No. Description Page No.
4.1 Registrant's Certificate of Incorporation
(incorporated by reference)
5.1 Opinion of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.A.
23.1 Consent of Independent Accountants
(Arthur Andersen LLP)
23.2 Consent of Lowenstein, Sandler, Kohl,
Fisher & Boylan, P.C. is included in
Exhibit 5.1
24.1 Power of Attorney
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June 30, 1995
Wilshire Oil Company of Texas
921 Bergen Avenue
Jersey City, NJ 07306
Gentlemen:
You have requested our opinion, as securities counsel, in connection
with the registration with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of an aggregate of 600,000 shares of
the common stock, par value $1.00 per share (the "Common Stock"), of
Wilshire Oil Company of Texas (the "Company") on a registration statement
on Form S-8 (the "Registration Statement"). The shares of Common Stock to
which the Registration Statement relates are issuable pursuant to the
Company's 1995 Stock Option and Incentive Plan and the Company's 1995 Non-
Employee Director Stock Option Plan (collectively, the "Plans").
We have examined and relied upon originals or copies, authenticated
or certified to our satisfaction, of all such corporate records of the
Company, communications or certifications of public officials, certificates
of officers, directors and representatives of the Company, and such other
documents as we have deemed relevant and necessary as the basis of the
opinions expressed herein. In making such examination, we have assumed the
genuineness of all signatures, the issuance of all shares for the
consideration provided in the Plans or for services rendered to the
Company, the authenticity of all documents tendered to us as originals, and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and relying upon statements of fact
contained in the documents which we have examined, we are of the opinion
that the shares of Common Stock offered by the Company pursuant to the
Plans, when paid for in full by the participants in accordance with the
Plans (to the extent that payment is required pursuant to the Plans), will
be, when issued, legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto and to all references to
this firm contained in the Registration Statement.
Very truly yours,
LOWENSTEIN, SANDLER, KOHL,
FISHER & BOYLAN, P.A.
A Professional Corporation
By:/s/ Peter H. Ehrenberg
Peter H. Ehrenberg
PHE:crc
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wilshire Oil Company of Texas:
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our report dated
March 18, 1995 included in the Company's Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in or made a
part of this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Roseland, New Jersey
June 28, 1995
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POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Wilshire Oil
Company of Texas (the "Company") desire to authorize Sherry Wilzig Izak and
Steven Gelman to act as their attorneys-in-fact and agents, for the purpose
of executing and filing a Registration Statement on Form S-8, including all
amendments thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Sherry Wilzig Izak and
Steven Gelman, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to sign a
Registration Statement on Form S-8 registering with the Securities and
Exchange Commission 600,000 shares of Common Stock issuable pursuant to the
Company's 1995 Stock Option and Incentive Plan and the Company's 1995 Non-
Employee Director Stock Option Plan, including any and all amendments and
supplements thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities as of the 29th day of June, 1995.
SIGNATURE TITLE
/s/Sherry Wilzig Izak
Sherry Wilzig Izak Chairman of the Board,
Chief Executive Officer
and Chief Financial Officer
_________________________ Director
Ira F. Braun
/s/Milton Donnenberg Director
Milton Donnenberg
/s/Sam Halpern Director
Sam Halpern
/s/Eric J. Schmertz Director
Eric J. Schmertz
/s/Jopseh K. Schwartz Director
Joseph K. Schwartz
/s/William J. Schwartz Director
William J. Schwartz
/s/Ernest Wachtel Director
Ernest Wachtel
/s/Steven A. Gelman Controller
Steven A. Gelman
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