<PAGE> 1
Registration No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOMAK PETROLEUM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-131257
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
500 THROCKMORTON STREET, FORT WORTH, TEXAS 76102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1989 STOCK OPTION PLAN
----------------------
1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
----------------------------------------
(FULL TITLE OF PLANS)
JOHN H. PINKERTON, PRESIDENT
LOMAK PETROLEUM, INC.
500 THROCKMORTON STREET, FORT WORTH, TEXAS 76102
(817) 870-2601
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Proposed
Maximum Maximum
Amount to be Offering Price Aggregate Amount of
Title of Each Class of Securities to be Registered Registered(1) Per Share(2) Offering Price Registration Fee(2)
==============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 169,899 $10.50 $ 1,783,940 $ 615.16
Common Stock, $.01 par value 76,000 $10.38 $ 788,880 $ 272.03
Common Stock, $.01 par value 954,101 $12.88 $12,284,050 $4,238.00
==============================================================================================================================
Total 1,200,000 - - $5,125.19
==============================================================================================================================
<FN>
(1) Consists of 1,000,000 shares of Common Stock issuable upon exercise of options outstanding under the 1989 Stock
Option Plan, as amended, and 200,000 shares of Common stock issuable upon exercise of options outstanding under the
1994 Outside Directors Stock Option Plan. Of such options 169,899 have been granted under the registrant's 1989 Stock
Option Plan at an exercise price of $10.50 per share, 76,000 have been granted under the registrant's 1994 Outside
Directors Stock Option Plan at an exercise price of $10.38 per share and 954,101 have not yet been granted. Of such
954,101 options, 830,101 may be granted under the 1989 Stock Option Plan and 124,000 may be granted under the 1994
Outside Directors Stock Option Plan.
(2) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule
457(c) under the Securities Act of 1933, as amended, the average price for the 169,899 options granted under the
1989 Stock Option Plan was $10.50 per share, the average price for the 76,000 options granted under the 1994 Outside
Directors Stock Option Plan was $10.38 per share and the price for the 954,101 shares issuable upon exercise of
options not yet granted was based on a price of $12.88, the last sale of Common Stock of Lomak Petroleum, Inc.,
reported on the Nasdaq National Market on August 19, 1996.
</TABLE>
------------------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, this Registration Statement will become effective upon
filing with the Securities and Exchange Commission.
------------------------------
------------------------------
<PAGE> 2
THE STOCK OPTION PLANS
This Registration Statement relates to an aggregate of 1,200,000 shares
of common stock, $.01 par value (the "Common Stock"), of Lomak Petroleum, Inc.
("Registrant") issuable upon the exercise of stock options that have been and
will be granted under the 1989 Stock Option Plan and 1994 Outside Directors
Stock Option Plan (collectively, the "Plans") of the Registrant to key employees
and non-employee directors of the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
----------------
Item 2. Registrant Information and Employee Plan Information
----------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 of the registrant filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Registrant since December 31, 1995
with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13(a) or 15(d) of the Exchange Act, including Form 10-Q's for the
periods ended March 31, 1996 and June 30, 1996, a Form 8-K dated April 19,1996,
and a Form 8-K/A dated May 31, 1996;
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10, dated June 18, 1980, and filed with the
Commission pursuant to Section 12(g) of the Exchange Act, including any
subsequent amendment(s) or report(s) filed for the purpose of updating such
description; and
(d) The Registrant's preceding Registration Statement on Form S-8
(Registration No. 33-66322).
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates
all shares under the Plans have been sold or which deregisters all shares then
remaining unsold under the Plans, 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.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Certain legal matters in connection with the shares of Common Stock
being registered hereby are being passed upon by Rubin Baum Levin Constant &
Friedman, 30 Rockefeller Plaza, New York, New York 10112, counsel to the
Registrant. Walter M. Epstein, Esq. is of counsel to such firm and owns 4,848
shares of the Registrant's Common Stock.
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<PAGE> 3
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is made a party to a proceeding or threatened
proceeding by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or was, at the request of the corporation, serving
in any of such capacities in another corporation or other enterprise. This
statute describes in detail the right of the corporation to indemnify any such
person. Article SEVENTH, section (5) the Company Certificate of Incorporation
provides:
Any former, present or future director, officer or employee of the
Company or the legal representative of any such director, officer, or employee
shall be indemnified by The Company
(a) against reasonable costs, disbursements and counsel fees paid or incurred
where such person has been successful on the merits or otherwise in any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding, and any appeal therein and any inquiry or investigation
which could lead to such action, suit or proceeding, or in defense of any claim,
issue or matter therein, by reason of such person being or having been such
director, officer or employee, and
(b) with respect to any such action, suit, proceeding, inquiry or investigation
for which indemnification is not made under (a) above, against reasonable costs,
disbursements (which shall include amounts paid in satisfaction of settlements,
judgments, fines and penalties, exclusive, however, of any amount paid or
payable to the Company) and counsel fees if such person also had no reasonable
cause to believe the conduct was unlawful, with the determination as to whether
the applicable standard of conduct was met to be made by a majority of the
members of the Board of Directors (sitting as a committee of the Board) who were
not parties to such inquiry, investigation, action, suit or proceeding or by any
one or more disinterested counsel to whom the question may be referred to the
Board of Directors; provided, however, in connection with any proceeding by or
in the right of the Company, no indemnification shall be provided as to any
person adjudged by any court to be liable for negligence or misconduct except as
and to the extent determined by such court.
The termination of any such inquiry, investigation, action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that such
person did not meet the standards of conduct set forth in subsection (b) above.
Reasonable costs, disbursements and counsel fees incurred by such
person in connection with any inquiry, investigation action, suit or proceeding
may be paid by the Company in advance of the final disposition of such matter if
authorized by a majority of the Board of Directors (sitting as a committee of
the Board) not parties to such matter upon receipt by The Company of an
undertaking by or on behalf of such person to repay such amount unless it is
ultimately determined that such person is entitled to be indemnified as set
forth herein.
The Board of Directors may, at any regular or special meeting of the
Board, by resolution, accord similar indemnification (prospective or
retroactive) to any director, trustee, officer or employee of any other company
who is serving as such at the request of the Company because of the Company's
interest in such other company and any officer, director or employee of any
constituent corporation absorbed by the Company in a consolidation or merger, or
the legal representative of any such director, trustee, officer or employee.
The indemnification herein provided shall not exclude any other rights
to which such person may be entitled as a matter of law or which may be lawfully
granted.
Article XII of the Company's Bylaws, incorporating the above
provisions, provides for an indemnification agreement to be entered into by
directors' and designated officers of the Company. All directors of the Company
have executed an indemnification agreement the form of which was approved by
stockholders at the Company's 1994 annual stockholders meeting.
Article XII of the Company's Bylaws also allows the Company to purchase
liability insurance for Officers and Directors. As of the date hereof there is
no such insurance in place.
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<PAGE> 4
Article XIII of the Company's Bylaws, with certain specified
exceptions, limits the personal liability of the Directors to Lomak or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by Delaware law, including any changes in Delaware law adopted
in the future.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------------ ---------------------------------------------------------
<S> <C>
4.1 Amendment to the Lomak Petroleum, Inc. 1989 Stock Option
Plan, as Amended
4.2 1994 Outside Directors Stock Option Plan
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
24.1(a) Consent of Rubin Baum Levin Constant & Friedman (Included
in Exhibit 5.1).
24.1(b) Consent of Arthur Andersen LLP
24.1(c) Consent of Ernst & Young LLP
</TABLE>
Item 9. Undertakings
------------
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 and
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.
(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.
(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.
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<PAGE> 5
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 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 and controlling persons of
the registrant, the registrant has been advised that is 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 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.
5
<PAGE> 6
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 Hartville, State of Ohio August 23, 1996.
LOMAK PETROLEUM, INC.
BY: /S/ THOMAS W. STOELK
----------------------------------------------
Thomas W. Stoelk
Vice President-Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas J. Edelman, John H. Pinkerton and
Thomas W. Stoelk, or any of them, each with power to act without the other, his
true and lawful attorney-in-fact and agent, 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 subsequent pre-and post-effective amendments and
supplements to this Registration Statement, and to file the same, or cause to be
filed the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
6
<PAGE> 7
SIGNATURES
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>
SIGNATURE TITLE DATE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Thomas J. Edelman Chairman and Director August 23, 1996
- --------------------------------------
Thomas J. Edelman
President, Chief Executive Officer and August 23, 1996
/s/ John H. Pinkerton Director (Principal Executive Officer)
- --------------------------------------
John H. Pinkerton
/s/ C. Rand Michaels Vice Chairman and Director August 23, 1996
- --------------------------------------
C. Rand Michaels
/s/ Robert E. Aikman Director August 23, 1996
- --------------------------------------
Robert E. Aikman
Director August 23, 1996
- --------------------------------------
Allen Finkelson
Director August 23, 1996
- --------------------------------------
Anthony V. Dub
/s/ Ben A. Guill Director August 23, 1996
- --------------------------------------
Ben A. Guill
Vice President - Finance and Chief August 23, 1996
Financial Officer (Principal Financial
/s/ Thomas W. Stoelk Officer)
- --------------------------------------
Thomas W. Stoelk
Controller and Chief Accounting Officer August 23, 1996
/s/ John R. Frank (Principal Accounting Officer)
- --------------------------------------
John R. Frank
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page
- ------------------ ------------------------------------------------------------------------------ ----------------
<C> <C>
4.1 Amendment to the Lomak Petroleum, Inc. 1989 Stock Option Plan, as Amended
4.2 1994 Outside Directors Stock Option Plan
5.1 Opinion of Rubin Baum Levin Constant & Friedman.
24.1(a) Consent of Rubin Baum Levin Constant & Friedman (Included in Exhibit 5.1).
24.1(b) Consent of Arthur Andersen LLP
24.1(c) Consent of Ernst & Young LLP
</TABLE>
8
<PAGE> 1
Exhibit 4.1
AMENDMENT
TO THE
LOMAK PETROLEUM, INC.
1989 STOCK OPTION PLAN, AS AMENDED
RESOLVED, that the Lomak Petroleum, Inc. 1989 Stock Option
Plan, as amended, be further amended by deleting Section 1.01 thereof and
substituting the following therefore:
1.01 DESCRIPTION OF STOCK AND MAXIMUM SHARES ALLOCATED.
Subject to the adjustments provided for in Paragraph 5.06 hereof, the stock to
which options granted hereunder give the holder thereof the right to purchase
shall be shares of the Corporation's authorized common stock, $.01 par value
(together with any other securities with respect to which options granted
hereunder may become exercisable, hereinafter referred to as the "Stock"), and
may become unissued or reacquired shares, as the Board of Directors of the
Corporation (the "Board of Directors") may, in its sole and absolute discretion,
from time to time determine. Subject to the adjustments provided for in
Paragraph 5.06 hereof, the aggregate number of shares of Stock to be issued
pursuant to the exercise of all options granted hereunder shall not exceed
2,000,000 shares. Notwithstanding the foregoing, no option may be granted which
would result in there being outstanding aggregate options covering a number of
shares of Common Stock greater than 10% of the Corporation's then outstanding
shares of Common Stock (including for calculation purposes all shares of Common
Stock issuable upon exercise of outstanding warrants and other convertible
securities of the Corporation.)
9
<PAGE> 1
Exhibit 4.2
LOMAK PETROLEUM, INC.
1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
SECTION 1. PURPOSE OF THE PLAN.
The purpose of this Lomak Petroleum, Inc. 1994 Stock Option
Plan for Outside Directors (the "Plan") is to strengthen the ability of Lomak
Petroleum, Inc. (the "Company") to attract and to retain the services of
experienced and knowledgeable independent individuals as members of the Board of
the Company, to extend to them the opportunity to acquire a proprietary interest
in the Company so that they will apply their best efforts for the benefit of the
Company, and to provide those individuals with an additional incentive to
continue in their position, for the best interest of the Company and its
stockholders. In furtherance of such purpose, Eligible Directors (as defined
below) shall each receive 6,000 Stock Options per annum, subject to adjustment,
for their service on the Board on each June 1 that they are serving as an
Eligible Director, with the initial 6,000 Stock Option to be granted on June 1,
1994.
SECTION 2. DEFINITIONS.
(a) "Affiliates" shall mean (a) any corporation, other
than the Company, in an unbroken chain of corporations ending with the Company
if each of the corporations, other than the Company, owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain and (b) any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company if
each of the corporations, other than the last corporation in the unbroken
chain, owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(d) "Common Stock" shall mean the Company's authorized common
stock, par value $.01 per share, together with any other securities with respect
to which Stock Options may become exercisable (subject to adjustment as provided
in Section 6 of this Plan).
(e) "Company" shall mean Lomak Petroleum, Inc., a
Delaware corporation, or any successor to the Company.
(f) "Date of Grant" shall mean the date on which Stock
Options are granted to Eligible Directors, as provided in Section 3(a).
(g) "Eligible Director" shall mean those members of the
Board who are not employees of the Company or any of its Affiliates. Persons
serving as consultants to the Company shall qualify as Eligible Directors.
(h) "Exercise Price" shall mean the value per share of
Common Stock that is equal to 100% of the Fair Market Value of a share of Common
Stock on the last date preceding the Date of Grant on which sales of the Common
Stock occurred on the Nasdaq Stock Market-National Market System ("Nasdaq") or
other primary market or exchange on which the Common Stock is traded.
(i) "Fair Market Value" shall mean the mean of the
opening and closing prices of Common Stock reported on Nasdaq or other primary
market or exchange on which the Common Stock is traded as of the date on which
Fair Market Value is to be determined, provided that if no such sales were made
on such date, such price as reported for the next preceding date on which such
sales occurred.
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<PAGE> 2
(j) "Ineligible Directors" shall mean all members of the
Board who are employees of the Company or any of its Affiliates.
(k) "Plan" shall mean the Lomak Petroleum, Inc. 1994
Outside Directors Stock Option Plan, as the same may be amended from time to
time.
(l) "Stock Option" shall mean an option to purchase
Common Stock granted pursuant to Section 3(a) of this Plan. No Stock Option
shall be an "incentive stock option" (as defined in Section 422A of the Code).
SECTION 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) The Company shall automatically grant to each
Eligible Director, on their in office each June 1 commencing June 1, 1994, a
Stock Option for 6,000 shares of Common Stock. The maximum number of shares
which may be issued under the Plan are 200,000 shares.
(b) A Stock Option shall be exercisable during an
Eligible Director's lifetime only by him or by his guardian or legal
representative. Once vested, Stock Options may be exercised at the Exercise
Price at any time during the period beginning one year after the Date of Grant
and ending five years after the Date of Grant, provided that 30% of the shares
of Common Stock covered by any such Stock Option shall vest one year after such
Date of Grant, an additional 30% of such shares shall vest two years after such
Date of Grant, and all remaining shares covered by such Stock Option shall vest
three years after such Date of Grant, provided further than no Stock Option
shall be exercisable until stockholder approval as described in Section 9 is
obtained. Notwithstanding the foregoing, if an Eligible Director ceases to be a
member of the Board for any reason, any outstanding Stock Options held by that
Eligible Director may be exercised only in accordance with, and in the periods
described in, Section 8(d).
(c) The Exercise Price of a Stock Option shall be
payable upon the exercise of the Stock Option in cash, by certified or
cashier's check or, with the consent of the Ineligible Directors by assigning
and delivering to the Company shares of Common Stock owned by the Eligible
Director that have been held by the Eligible Director for at least six months
prior to the date of exercise or, with the consent of the Ineligible Directors,
a combination of cash and such shares. Any shares so assigned and delivered to
the Company in payment or partial payment of the purchase price shall be valued
at the Fair Market Value on the date of exercise. Exercise of a Stock Option
shall not be effective until the Company has received written notice of
exercise. Such notice must specify the number of whole shares to be purchased
and be accompanied by payment in full of the aggregate Exercise Price of the
number of shares purchased. The Company shall not in any case be required to
sell, issue, or deliver a fractional share with respect to any Stock Option.
(d) The Ineligible Directors may, in their discretion,
require an Eligible Director to pay to the Company at the time of exercise of a
Stock Option or portion thereof the amount that the Company deems necessary to
satisfy its obligation to withhold Federal, state or local income or other taxes
incurred by reason of such exercise. Upon the exercise of a Stock Option
requiring tax withholding, an Eligible Director may make a written request to
have shares of Common Stock withheld by the Company from the shares otherwise to
be received. The number of shares so withheld shall have an aggregate Fair
Market Value on the date of exercise sufficient to satisfy the applicable
withholding taxes. The acceptance of any such request shall be at the sole
discretion of the Ineligible Directors, after the satisfaction of any additional
requirements necessary to obtain such approval.
(e) Where the exercise of a Stock Option does not give
rise to an obligation to withhold Federal, state or local income or other taxes
on the date of exercise, the Company may, in its discretion, require an Eligible
Director to place shares of Common Stock purchased under the Stock Option in
escrow for the benefit of the Company until such time as Federal, state or local
income or other tax withholding is no longer required with respect to such
shares or until such withholding is required on amounts included in the gross
income of an eligible Director as a result of the exercise of a Stock Option or
the disposition of shares of Common Stock acquired pursuant thereto. At such
later time, the Company in its discretion, may require an Eligible Director to
pay to the Company the amount that the Company deems necessary to satisfy its
obligation to withhold Federal, state or local income or other taxes incurred by
reason of the exercise of the Stock Option or the disposition of shares of
Common Stock, in which case the shares of Common Stock shall be released from
escrow to an Eligible Director. Alternatively, subject to approval by the
Ineligible Directors, in their sole discretion, an Eligible Director may make a
written request to have
11
<PAGE> 3
shares of Common Stock held in escrow applied toward the Company's obligation to
withhold Federal, state or local income or other taxes incurred by reason of the
exercise of the Stock Option or the disposition of shares of Common Stock, based
on the Fair Market Value of the shares on the date of the termination of the
escrow arrangement. Upon application of such shares toward the Company's
withholding obligation, any shares of Common Stock held in escrow and not, in
the judgment of the Ineligible Directors, necessary to satisfy such obligation
shall be released from escrow to the Director.
(f) No fractional shares shall be issued pursuant to the
exercise of a Stock Option, and no payment shall be made in lieu of fractional
shares.
(g) The Common Stock issued upon the exercise of Stock
Options may be (i) authorized but not unissued shares of Common Stock, (ii)
Common Stock then held in the treasury of the Company or (iii) issued and
outstanding shares of Common Stock repurchased by the Company for such purpose.
SECTION 4. ADMINISTRATION OF THE PLAN.
(a) The Ineligible Directors shall administer the Plan
and shall have such powers and authority as may be necessary for them to carry
out their functions as described in the Plan. The Ineligible Directors shall
have the authority and discretion to interpret the Plan and to make all other
determinations necessary for Plan administration and to prescribe and amend any
rules and regulations relating to the Plan, provided that the Ineligible
Directors shall not have the discretion or authority to disregard or change any
of the terms and conditions under which Stock Options are granted to Eligible
Directors or may be exercised under the Plan. Grants of Stock Options shall be
automatic as described in Section 3. All Ineligible Director interpretations,
determinations and actions shall be final and binding on all parties.
(b) Stock Options shall be evidenced by a written
instrument in such form as the Ineligible Directors shall approve and shall not
include any terms and conditions that are inconsistent with the provisions of
this Plan. Shares of Common Stock issued pursuant to a Stock Option may be
legended if deemed necessary by the Ineligible Directors to comply with
applicable Federal or state securities laws.
(c) The Ineligible Directors shall not be liable for any
action or determination made in good faith with respect to the Plan or any Stock
Option granted hereunder.
SECTION 5. ELIGIBILITY.
Only Eligible Directors shall be eligible to participate in
the Plan.
SECTION 6. ADJUSTMENT PROVISIONS.
(a) In the event of any change in the number of
outstanding shares of Common Stock effected without receipt of consideration
therefor by the Company, by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise, in which the
Company is the surviving corporation, the aggregate number and class of the
reserved shares, the number and class of shares subject to each outstanding
Stock Option and the Exercise Price of each outstanding Stock Option shall be
automatically adjusted to accurately and equitably reflect the effect thereon of
such change, provided that any fractional share resulting from such adjustment
may be eliminated. In the event of a dispute concerning such adjustment, the
decision of the Ineligible Directors shall be conclusive. The number of reserved
shares or the number of shares subject to any outstanding Stock Option shall be
automatically reduced or increased by any fraction included therein which
results from any adjustment made pursuant to this Section 6.
In the event of a dissolution or liquidation of the
Company; a sale of all or substantially all of the assets of the Company where
it is contemplated that within a reasonable period of time thereafter the
Company will either be liquidated or converted into a nonoperating company or an
extraordinary dividend will be declared resulting in a partial liquidation of
the Company (but in all cases only with respect to those directors whom it is
anticipated will no longer be directors of the Company as a result of such sale
of assets); a merger or consolidation (other than a merger effecting a
reincorporation of the Company in another state or any other merger or a
consolidation in which the stockholders of the surviving corporation and their
proportionate interests therein immediately after the merger or consolidation
are substantially identical to the stockholders of the Company and their
proportionate interest therein immediately prior to the merger or consolidation)
in which the Company
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is not the surviving corporation (or survives only as a subsidiary of another
corporation in a transaction in which the stockholders of the parent of the
Company and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the Company
and their proportionate interests therein immediately prior to the transaction;
provided that the Board may at any time prior to such a merger or consolidation
provide by resolution that the foregoing provisions of this parenthetical shall
not apply if a majority of the Board of such parent immediately after the
transaction consists of individuals who constituted a majority of the Board
immediately prior to the transaction); or a transaction or series of related
transactions in which another person or entity becomes the owner of 50% or more
of the total combined voting power of all classes of stock of the Company
(provided that the Board may at any time prior to such transaction provide by
resolution that the provision immediately preceding this parenthetical and
following the immediately preceding semi-colon shall not apply if a majority of
the Board of the acquiring corporation immediately after the transaction
consists of individuals who constituted a majority of the Board immediately
prior to the acquisition of such 50% or more total combined voting power) then
the Company, at its option, shall either (i) cause every Stock Option then
outstanding to terminate, but the holders of each such then outstanding Stock
Option shall, in any event, have the right, immediately prior to such
dissolution, liquidation, sale of assets, merger, consolidation, or transaction,
to exercise such Stock Option, to the extent not theretofore exercised without
regard to the determination as to the periods and installments of exercisability
made pursuant to an Eligible Director's Agreement if (and only if) such Stock
Options have not at that time expired or been terminated; (ii) if any surviving
or acquiring corporation agrees to assume this Plan and the Stock Options
hereunder in connection with such merger, consolidation, or other transaction,
then the Stock Options shall remain outstanding without any acceleration of
exercisability or other modification or amendment thereto, other than to
substitute the shares of the surviving or acquiring corporation for the shares
of Common Stock of the Company and equitable adjustments to the exercise price
of the Stock Options; and (iii) substitute for the shares of Common Stock
subject to the unexercised portions of such outstanding Stock Options an
appropriate number of shares of each class of stock or other securities of the
reorganized, merged or consolidated corporation which were distributed to the
stockholders of the Company with respect to such shares (or, as appropriate, in
the case of an acquisition of the Company by another corporation, substitute the
shares of the surviving or acquiring corporation for the shares of Common Stock
of the Company).
(b) Adjustments under Section 6(a) shall be made by the
Ineligible Directors, and their determination as to what adjustments shall be
made and the extent thereof shall be final, binding and conclusive. No
fractional shares of Common Stock shall be issued under the Plan on account of
any such adjustments.
SECTION 7. GENERAL PROVISIONS.
(a) Nothing in the Plan or in any instrument executed
pursuant to the Plan shall confer upon any Eligible Director any right to
continue to serve as a member of the Board or shall affect the right of the
Company and its stockholders to terminate the services of any Eligible Director
as a member of the Board at any time, with or without cause.
(b) No shares of Common Stock shall be issued or
transferred upon the exercise of a Stock Option unless all applicable
requirements imposed by federal and state securities laws, regulatory agencies,
and stock exchanges upon which the Common Stock may be listed have been fully
complied with. As a condition precedent to the issuance of shares pursuant to a
Stock Grant or the exercise of any Stock Option, the Company may require the
Eligible Director to meet such requirements.
(c) No Eligible Director and no beneficiary or other
person claiming under or through such Eligible Director shall have any right,
title or interest in any shares of Common Stock allocated or reserved under the
Plan or subject to any Stock Option except as to such shares of Common Stock, if
any, that have been issued or transferred to such Eligible Director or
beneficiary.
(d) No Stock Option or any other right under the Plan,
contingent or otherwise, shall be transferable, assignable or subject to any
encumbrance, pledge or charge of any nature, other than by will or the laws of
descent or distribution. Upon the death of the Eligible Director, if the
beneficiary of any Stock Option is the executor or administrator of the estate
of the Eligible Director, any right with respect to such Stock Option may be
transferred to the person or persons or entity (including a trust) entitled
thereto under the will of the holder of such Stock Option. If no beneficiary is
designated, the Eligible Director's legal representative shall be the
beneficiary, and any rights with respect to such Stock Option may be transferred
to the Director's legal representative. If the beneficiary is a person or entity
other than the executor or administrator of the estate of the Eligible Director,
any right with respect to such Stock Option may be transferred to the designated
beneficiary.
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SECTION 8. AMENDMENT.
(a) Subject to stockholder approval where expressly
required by law or regulation, the Board shall have the power to amend, suspend
or terminate the Plan at any time. No amendment will, except to the extent
permitted in Section 6, or unless approved by the stockholders of the Company if
such approval is required by law or regulation:
(i) Change the class of persons eligible to
receive Stock Options under the Plan,
(ii) Materially increase the benefits accruing
to Eligible Directors under the Plan, or
(iii) Increase the duration of the Plan.
(b) The Board may not, without the Eligible Director's
written consent, modify the terms and conditions of a Stock Option previously
granted under the Plan.
(c) No amendment, suspension or termination of the Plan
shall, without the Eligible Director's written consent, alter, terminate or
impair any right or obligation under any Stock Option previously granted under
the Plan. No amendment shall be made to the Plan more than once in any 6 month
period, other than to comport with changes in the Internal Revenue Code, ERISA
or Rule 16b-3(c)(2)(ii), or the rules thereunder.
(d) Notwithstanding any provision to the contrary herein,
Stock Options held by a Director shall expire as follows:
(i) If an Eligible Director ceases, for any
reason other than such Eligible Director's death or disability (as defined in
Section 22(e)(3) of the Code), to be a director of at least one of the
corporations in the group of corporations consisting of the Company and its
Affiliates, the portion, if any, of a Stock Option that remains unexercised,
including that portion, if any, that is not yet exercisable, in the date of the
Eligible Director's ceasing to be a director, shall terminate and cease to be
exercisable as of such date.
(ii) If an Eligible Director ceases by reason
of a disability (as defined in Section 22(e)(3) of the Code) to be a director
of at least one of the corporations in the group of corporations consisting of
the Company and its Affiliates, such Eligible Director shall have the right for
90 days after the date of cessation of directorship of such group of
corporations by reason of disability to exercise a Stock Option to the extent
such Stock Option is exercisable on the date of his cessation of directorship,
and thereafter the Stock Option shall terminate and cease to be exercisable.
(iii) If an Eligible Director dies while a member
of the Board of the Company or an Affiliate, a Stock Option shall be
exercisable by such Eligible Director's legal representatives, legatees, or
distributees for 90 days following the date of such Eligible Director's death to
the extent such Stock Option is exercisable on such Eligible Director's date of
death, and thereafter the Stock Option shall terminate an cease to be
exercisable.
SECTION 9. EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.
The Plan shall become effective upon adoption by the Board.
The Plan and all Stock Options granted under the Plan shall be void ab initio
and without further force or effect unless prior to December 31, 1994 the
holders of a majority of the shares entitled to vote on the Plan approve the
Plan.
Unless previously terminated, the Plan shall terminate and no
more Stock Options may be granted on the expiration of 10 years after adoption
of the Plan by the Board. The Plan shall continue in effect with respect to
Stock Options granted before termination of the Plan and until such Stock
Options have been settled, terminated, or forfeited.
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AMENDMENT
TO THE
LOMAK PETROLEUM, INC.
1994 OUTSIDE DIRECTORS STOCK OPTION PLAN
RESOLVED, that the Lomak Petroleum, Inc. 1994 Outside
Directors Stock Option plan be amended by deleting Section 1 and Section 3(a)
thereof in their entirety and substituting the following therefore:
"SECTION 1. PURPOSE OF THE PLAN.
The purpose of this Lomak Petroleum, Inc. 1994 Stock Option
Plan for Outside Directors (the "Plan") is to strengthen the ability of Lomak
Petroleum, Inc. (the "Company") to attract and to retain the services of
experienced and knowledgeable independent individuals as members of the Board of
the Company, to extend to them the opportunity to acquire a proprietary interest
in the Company so that they will apply their best efforts for the benefit of the
Company, and to provide those individuals with an additional incentive to
continue in their position, for the best interest of the Company and its
stockholders. In furtherance of such purpose, Eligible Directors (as defined
below) shall each receive 6,000 Stock Options on June 1, 1994 and thereafter
8,000 options per annum, subject to adjustment, for their service on the Board
on each June 1 that they are serving as an Eligible Director commencing June 1,
1995."
"(a) The Company shall automatically grant to each Eligible
Director, in office on June 1, 1994, a Stock Option for 6,000
shares of Common Stock and to each Eligible Director in office
on each subsequent June 1 thereafter a Stock Option for 8,000
shares of Common Stock. The maximum number of shares which may
be issued under the Plan are 200,000 shares."
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Exhibit 5.1
August 23, 1996
Lomak Petroleum, Inc.
500 Throckmorton Street
Fort Worth, Texas 76102
Re: Registration Statement on Form S-8
of Lomak Petroleum, Inc. (THE "REGISTRATION STATEMENT")
Dear Sirs:
We refer to the Registration Statement on Form S-8 filed by Lomak
Petroleum, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), 1,200,000 shares of the Company's Common Stock,
$.01 par value per share (the "Shares").
As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered necessary or
appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and will, when issued as contemplated in the Registration
Statement, be validly issued, fully paid and nonassessable.
We are members of the New York Bar, and the opinions expressed herein
are limited to questions arising under the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Federal law of the
United States, and we disclaim any opinion whatsoever with respect to matters
governed by the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Interest of Named Experts and Counsel" in said Registration Statement. In
giving this consent we do not thereby agree that we come within the category of
persons whose consent is required by the Act or the Rules thereunder.
Very truly yours,
RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
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Exhibit 24.1(b)
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 February 27,1996
incorporated by reference in Lomak Petroleum, Inc.'s Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
August 23, 1996
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Exhibit 24.1(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference of our report dated March 8, 1994 with
respect to the consolidated financial statements of Lomak Petroleum, Inc. for
the year ended December 31, 1993 in the Registration Statement (Form S-8) of
Lomak Petroleum, Inc. for the registration of 1,200,000 shares of common stock.
ERNST & YOUNG LLP
Cleveland, Ohio
August 23, 1996
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