<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2000
Registration No. 333-__________
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(Address of principal executive offices, including zip code)
--------------------
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN H. PINKERTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RANGE RESOURCES CORPORATION
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(817) 870-2601
(Name, address and telephone number of agent for service)
copy to:
MICHAEL D. WORTLEY
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE, SUITE 3700
DALLAS, TEXAS 75201
(214) 220-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================== =================== ===================== ================== ===================
Proposed Proposed
Title of securities Amount to be Maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee
- ----------------------------------- ------------------- --------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
Value per share................ 1,400,000 shares $2.3125 $3,237,500 $855
- ----------------------------------- ------------------- --------------------- ------------------ -------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The price for the
1,400,000 shares issuable under the Company's 1999 Stock Incentive Plan was
based on a price of $2.3125, the last sale price of Common Stock of the Company
reported on The New York Stock Exchange on February 15, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K, as amended, for
the fiscal year ended December 31, 1998, 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,
1998 with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act, including the Registrant's Quarterly Reports
on Form 10-Q for the fiscal quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999, as amended.
(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.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained 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 a statement contained herein or in any other subsequently filed
document which also is or is deemed to be 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. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Registrant
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be directed to Range Resources Corporation, 500 Throckmorton
Street, Fort Worth, Texas 76102, Attention: Secretary, telephone (817) 871-2601.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's bylaws provide that the Company may indemnify each
director, officer, employee, or agent of the Company against all liabilities and
expenses reasonably incurred in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been a
director, officer, employee, or agent of the Company, to the full extent
permitted by Delaware General Corporation Law. Pursuant to Section 145 of the
Delaware General Corporation Law, the Company generally has the power to
indemnify its present and former directors and officers against expenses and
liabilities incurred by them in connection with any suit to which they are, or
are threatened to be made, a party by reason of their serving in those positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the Company, and with respect to
any criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful.
-2-
<PAGE> 3
With respect to suits by or in the right of the Company, however,
indemnification is generally limited to attorney's fees and other expenses and
is not available if the person is adjudged to be liable to the Company, unless
the court determines that indemnification is appropriate. The statute expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Company also has the power to purchase and maintain
insurance for its directors and officers.
The preceding discussion of the Company's articles of incorporation and
Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Company's articles of
incorporation and Section 145 of the Delaware General Corporation Law.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
---------
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1* Range Resources Corporation 1999 Stock Incentive Plan
5.1* Opinion of Vinson & Elkins L.L.P.
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 hereto)
24.1* Powers of Attorney (included in the signature pages hereto)
* Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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 this Registration
Statement;
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<PAGE> 4
(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 (1)(i)
and (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 Exchange Act 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.
(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.
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 foregoing provisions, 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 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.
4
<PAGE> 5
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 Fort Worth, State of Texas, on the 16th day of
February 2000.
RANGE RESOURCES CORPORATION
By: /s/ Eddie M. LeBlanc III
-------------------------------
Eddie M. LeBlanc III
Chief Financial Officer
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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 dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Eddie M. LeBlanc III, and
each of them severally, acting alone and without the other, as his
attorney-in-fact to execute in the name of such person and to file any
amendments to this Registration Statement necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933 and any rules, regulations
and requirements of the registration of the securities which are the subject of
this Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Thomas J. Edelman Chairman and Director February 16, 2000
- ----------------------------------------------
Thomas J. Edelman
/s/ John H. Pinkerton President, Chief Executive Officer and February 16, 2000
- ---------------------------------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ Robert E. Aikman Director February 16, 2000
- ----------------------------------------------
Robert E. Aikman
/s/ Allen Finkelson Director February 16, 2000
- ----------------------------------------------
Allen Finkelson
/s/ Anthony V. Dub Director February 16, 2000
- ----------------------------------------------
Anthony V. Dub
/s/ Ben A. Guill Director February 16, 2000
- ----------------------------------------------
Ben A. Guill
/s/ Jonathan S. Linker Director February 16, 2000
- ----------------------------------------------
Jonathan S. Linker
/s/ Eddie M. LeBlanc III Chief Financial Officer February 16, 2000
- ---------------------------------------------- (Principal Financial and
Eddie M. LeBlanc III Accounting Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
4.1 Range Resources Corporation 1999 Stock Incentive Plan
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1(a) hereto)
24.1 Powers of Attorney (included in the signature pages hereto)
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Exhibit 4.1
RANGE RESOURCES CORPORATION
1999 STOCK INCENTIVE PLAN
I. PURPOSE
The purpose of the RANGE RESOURCES CORPORATION 1999 STOCK INCENTIVE
PLAN (the "PLAN") is to provide a means through which RANGE RESOURCES
CORPORATION, a Delaware corporation (the "COMPANY"), and its affiliates may
attract able persons to serve as directors or to enter the employ of the Company
and its affiliates and to provide a means whereby those individuals upon whom
the responsibilities of the successful administration and management of the
Company rest, and whose present and potential contributions to the welfare of
the Company and its affiliates are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare of the Company
and its affiliates. A further purpose of the Plan is to provide such individuals
with additional incentive and reward opportunities designed to enhance the
profitable growth of the Company and its affiliates. Accordingly, the Plan
provides for granting Incentive Stock Options (subject to the provisions of
Paragraph VII(c)), options which do not constitute Incentive Stock Options,
Stock Appreciation Rights or any combination of the foregoing, as is best suited
to the circumstances of the particular employee, consultant or director as
provided herein.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:
(a) "AFFILIATE" means any corporation, partnership, limited liability
company or partnership, association, trust or other organization in
which the Company owns, directly or indirectly, a 50% or more
beneficial ownership interest.
(b) "AWARD" means, individually or collectively, any Option or Stock
Appreciation Right.
(c) "AWARD AGREEMENT" means any Option Agreement or Stock Appreciation
Rights Agreement.
(d) "BOARD" means the Board of Directors of the Company.
(e) "CHANGE OF CONTROL" means the occurrence of any of the following
events: (i) the Company shall not be the surviving entity in any
merger, consolidation or other reorganization (or survives only as a
subsidiary of an entity other than a previously wholly-owned subsidiary
of the Company), (ii) the Company sells, leases or exchanges all or
substantially all of its assets to any other person or entity (other
than a wholly-owned subsidiary of the Company), (iii) the Company is to
be dissolved and liquidated, (iv) any person or entity, including a
"GROUP" as contemplated by Section 13(d)(3) of the 1934 Act, acquires
or gains ownership or control (including, without limitation, power to
vote) of more than 50% of the outstanding shares of the Company's
voting stock (based upon voting power), or (v) as a result of or in
connection with a contested election of directors, the persons who were
directors of the Company before such election shall cease to constitute
a majority of the Board.
(f) "CHANGE OF CONTROL VALUE" shall mean (i) the per share price offered to
stockholders of the Company in any merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the
price per share offered to stockholders of the Company in any tender
offer or exchange offer whereby a Change of Control takes place, or
(iii) if the Change of Control occurs other than pursuant to a tender
or exchange offer, the Fair Market Value per share of the shares into
which Awards are exercisable, as determined by the Committee. In the
event that the consideration offered to stockholders of the Company in
a Change of Control consists of anything other than cash, the Committee
shall determine the fair cash equivalent of the portion of the
consideration offered which is other than cash.
(g) "CODE" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the
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<PAGE> 2
(h) Code shall be deemed to include any amendments or successor provisions
to such section and any regulations under such section.
(i) "COMMITTEE" means the Compensation Committee of the Board which shall
be (i) constituted so as to permit the Plan to comply with Rule 16b-3
and (ii) comprised solely of two or more "outside directors," within
the meaning of section 162(m) of the Code and applicable interpretive
authority thereunder.
(j) "COMPANY" means Range Resources Corporation, a Delaware corporation.
(i) "CONSULTANT" means any person who is not an employee and who is
providing advisory or consulting services to the Company or any
Affiliate.
(j) "DIRECTOR" means an individual elected to the Board by the stockholders
of the Company or by the Board under applicable corporate law who is
serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.
(k) An "EMPLOYEE" means any person (including an officer or a Director) in
an employment relationship with the Company or any Affiliate.
(l) "FAIR MARKET VALUE" means, as of any specified date, the mean of the
high and low sales prices of the Stock reported on the New York Stock
Exchange Composite Tape on that date, or if no prices are reported on
that date, on the last preceding date on which such prices of the Stock
are so reported. In the event Stock is not publicly traded at the time
a determination of its value is required to be made hereunder, the
determination of its fair market value shall be made by the Committee
in such manner as it deems appropriate.
(m) "HOLDER" means an employee, Consultant or Director who has been granted
an Award.
(n) "INCENTIVE STOCK OPTION" means an incentive stock option within the
meaning of section 422 of the Code.
(o) "1934 ACT" means the Securities Exchange Act of 1934, as amended.
(p) "OPTION" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Stock and Options
that do not constitute Incentive Stock Options to purchase Stock.
(q) "OPTION AGREEMENT" means a written agreement between the Company and a
Holder with respect to an Option.
(r) "PLAN" means the Range Resources Corporation 1999 Stock Incentive Plan,
as amended from time to time.
(s) "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule,
regulation or statute fulfilling the same or a similar function.
(t) "SPREAD" means, in the case of a Stock Appreciation Right, an amount
equal to the excess, if any, of the Fair Market Value of a share of
Stock on the date such right is exercised over the exercise price of
such Stock Appreciation Right.
(u) "STOCK" means the common stock, par value $0.01 per share, of the
Company.
(v) "STOCK APPRECIATION RIGHT" means an Award granted under Paragraph VIII
of the Plan.
(w) "STOCK APPRECIATION RIGHTS AGREEMENT" means a written agreement between
the Company and a Holder with respect to a Stock Appreciation Right.
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<PAGE> 3
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective upon the date of its adoption by the Board,
provided the Plan is approved by the stockholders of the Company within twelve
months thereafter. Notwithstanding any provision in the Plan or in any Award
Agreement, no Option or Stock Appreciation Right granted on or after the
effective date of the Plan shall be exercisable prior to such shareholder
approval. No further Awards may be granted under the Plan after the expiration
of ten years from the date of its adoption by the Board. The Plan shall remain
in effect until all Awards granted under the Plan have been satisfied or
expired.
IV. ADMINISTRATION
(a) COMMITTEE. The Plan shall be administered by the Committee.
(b) POWERS. Subject to the express provisions of the Plan, the Committee
shall have sole authority, in its discretion, to determine which
employees, Consultants or Directors shall receive an Award, the time or
times when such Award shall be made, the type of Award, and the number
of shares of Stock which may be issued under each Option or Stock
Appreciation Right. In making such determinations the Committee may
take into account the nature of the services rendered by the respective
employees, Consultants or Directors, their present and potential
contribution to the success of the Company and its Affiliates and such
other factors as the Committee in its discretion shall deem relevant.
(c) ADDITIONAL POWERS. The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, the Committee is authorized to construe
the Plan and the respective Award Agreements executed thereunder, to
prescribe such rules and regulations relating to the Plan as it may
deem advisable to carry out the Plan, and to determine the terms,
restrictions and provisions of each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as Incentive Stock
Options, and to make all other determinations necessary or advisable
for administering the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in
any Award Agreement in the manner and to the extent it shall deem
expedient to carry it into effect. The determinations of the Committee
on the matters referred to in this Paragraph IV shall be conclusive.
V. GRANT OF AWARDS;
SHARES SUBJECT TO THE PLAN
(a) STOCK GRANT AND AWARD LIMITS. The Committee may from time to time
grant Awards to one or more employees, Consultants or Directors
determined by it to be eligible for participation in the Plan in
accordance with the provisions of Paragraph VI. Subject to adjustment
in the same manner as provided in Paragraph IX with respect to shares
of Stock subject to Awards then outstanding, the aggregate number of
shares of Stock that may be issued under the Plan shall not exceed
1,400,000 shares. Shares shall be deemed to have been issued under the
Plan only (i) to the extent actually issued and delivered pursuant to
an Award, or (ii) to the extent an Award is settled in cash. To the
extent that an Award lapses or the rights of its Holder terminate, any
shares of Stock subject to such Award shall again be available for the
grant of an Award. Notwithstanding any provision in the Plan to the
contrary, the maximum number of shares of Stock that may be subject to
Awards granted to any one individual during any calendar year may not
exceed 250,000 shares of Stock (subject to adjustment in the same
manner as provided in Paragraph IX with respect to shares of Stock
subject to Awards then outstanding). The limitation set forth in the
preceding sentence shall be applied in a manner which will permit
compensation generated under the Plan to constitute "performance-based"
compensation for purposes of section 162(m) of the Code, including,
without limitation, counting against such maximum number of shares, to
the extent required under section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Awards that
are canceled or repriced.
(b) STOCK OFFERED. The Stock to be offered pursuant to the grant of
an Award may, at the discretion of the Committee, be authorized but
unissued Stock or Stock previously issued and outstanding and
reacquired by the Company.
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VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are
employees (including officers and Directors who are also employees) Consultants
or Directors. An Award may be granted on more than one occasion to the same
person, and, subject to the limitations set forth in the Plan, such Award may
include an Incentive Stock Option or an Option that is not an Incentive Stock
Option, a Stock Appreciation Right or any combination thereof.
VII. STOCK OPTIONS
(a) OPTION PERIOD. The term of each Option shall be as specified by
the Committee at the date of grant.
(b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable
in whole or in such installments and at such times as determined by the
Committee.
(c) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. An Incentive
Stock Option may be granted only to an individual who is an employee of
the Company or any parent or subsidiary corporation (as defined in
section 424 of the Code) at the time the Option is granted. To the
extent that the aggregate Fair Market Value (determined at the time the
respective Incentive Stock Option is granted) of Stock with respect to
which Incentive Stock Options granted after 1986 are exercisable for
the first time by an individual during any calendar year under all
incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such Incentive Stock Options
shall be treated as Options which do not constitute Incentive Stock
Options. The Committee shall determine, in accordance with applicable
provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Holder's Incentive Stock Options will not
constitute Incentive Stock Options because of such limitation and shall
notify the Holder of such determination as soon as practicable after
such determination. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns
stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of its parent or subsidiary
corporation, within the meaning of section 422(b)(6) of the Code,
unless (i) at the time such Option is granted the option price is at
least 110% of the Fair Market Value of the Stock subject to the Option
and (ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant. An Incentive Stock
Option shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable during the Holder's
lifetime only by such Holder or the Holder's guardian or legal
representative. Notwithstanding any provision in the Plan or in any
Option Agreement, (1) no Incentive Stock Option shall be granted after
the expiration of 12 months from the date of the adoption of the Plan
by the Board unless the Plan has been approved by the stockholders of
the Company within such 12-month period in a manner that satisfies the
requirements of section 422 of the Code and (2) any Option granted
prior to the expiration of such 12-month period that was intended to
constitute an Incentive Stock Option shall constitute an Option that is
not an Incentive Stock Option if the Plan has not been approved by the
stockholders of the Company within such 12-month period in a manner
that satisfies the requirements of section 422 of the Code.
(d) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time
shall approve, including, without limitation, provisions to qualify an
Incentive Stock Option under section 422 of the Code. Each Option
Agreement shall specify the effect of termination of employment or
membership on the Board, as applicable, on the exercisability of the
Option. An Option Agreement may provide for the payment of the option
price, in whole or in part, (i) in cash or (ii) by the delivery of a
number of shares of Stock (plus cash if necessary) having a Fair Market
Value equal to such option price. Moreover, an Option Agreement may
provide for a "cashless exercise" of the Option pursuant to procedures
established by the Committee (as the same may be amended from time to
time). Such Option Agreement may also include, without limitation,
provisions relating to (1) subject to the provisions hereof
accelerating such vesting on a Change of Control, vesting of Options,
(2) tax matters (including provisions (A) permitting the delivery of
additional shares of Stock or the withholding of shares of Stock from
those acquired upon exercise to satisfy
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<PAGE> 5
federal, state or local income tax withholding requirements and (B)
dealing with any other applicable employee wage withholding
requirements), and (3) any other matters not inconsistent with the
terms and provisions of this Plan that the Committee shall in its sole
discretion determine. The terms and conditions of the respective Option
Agreements need not be identical.
(e) OPTION PRICE AND PAYMENT. The price at which a share of Stock may
be purchased upon exercise of an Option shall be determined by the
Committee, but, subject to adjustment as provided in Paragraph IX, such
purchase price shall not be less than the Fair Market Value of a share
of Stock on the date such Option is granted. The Option or portion
thereof may be exercised by delivery of an irrevocable notice of
exercise to the Company in a manner specified by the Committee. The
purchase price of the Option or portion thereof shall be paid in full
in the manner prescribed by the Committee. Separate stock certificates
shall be issued by the Company for those shares acquired pursuant to
the exercise of an Incentive Stock Option and for those shares acquired
pursuant to the exercise of any Option that does not constitute an
Incentive Stock Option.
(f) SHAREHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled
to all the privileges and rights of a shareholder only with respect to
such shares of Stock as have been purchased under the Option and for
which certificates of stock have been registered in the Holder's name.
(g) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS. Options and Stock Appreciation Rights may be
granted under the Plan from time to time in substitution for stock
options held by individuals employed by corporations who become
employees as a result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by
the Company or an Affiliate of the assets of the employing corporation,
or the acquisition by the Company or an Affiliate of stock of the
employing corporation with the result that such employing corporation
becomes an Affiliate.
VIII. STOCK APPRECIATION RIGHTS
(a) STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is the right to
receive an amount equal to the Spread with respect to a share of Stock upon the
exercise of such Stock Appreciation Right. Stock Appreciation Rights may be
granted in connection with the grant of an Option, in which case the Option
Agreement will provide that exercise of Stock Appreciation Rights will result in
the surrender of the right to purchase the shares of Stock under the Option as
to which the Stock Appreciation Rights were exercised. Alternatively, Stock
Appreciation Rights may be granted independently of Options in which case each
Award of Stock Appreciation Rights shall be evidenced by a Stock Appreciation
Rights Agreement which shall contain such terms and conditions as may be
approved by the Committee. The terms and conditions of the respective Stock
Appreciation Rights Agreements need not be identical. The Spread with respect to
a Stock Appreciation Right may be payable either in cash, shares of Stock with a
Fair Market Value equal to the Spread or in a combination of cash and shares of
Stock. Each Stock Appreciation Rights Agreement shall specify the effect of
termination of employment or membership on the Board, as applicable, on the
exercisability of the Stock Appreciation Rights.
(b) EXERCISE PRICE. The exercise price of each Stock
Appreciation Right shall be determined by the Committee, but
such exercise price (i) shall not be less than the Fair Market
Value of a share of Stock on the date the Stock Appreciation
Right is granted (or such greater exercise price as may be
required if such Stock Appreciation Right is granted in
connection with an Incentive Stock Option that must have an
exercise price equal to 110% of the Fair Market Value of the
Stock on the date of grant pursuant to Paragraph VII(c)), and
(ii) shall be subject to adjustment as provided in Paragraph
IX.
(c) EXERCISE PERIOD. The term of each Stock Appreciation
Right shall be as specified by the Committee at the date of
grant.
(d) LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. A
Stock Appreciation Right shall be exercisable in whole or in
such installments and at such times as determined by the
Committee. In the case of any Stock Appreciation Right that is
granted in connection with an Incentive Stock Option, such
right shall be exercisable only when the Fair Market Value of
the Common Stock exceeds the
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price specified therefor in the Option or the portion thereof
to be surrendered.
IX. RECAPITALIZATION OR REORGANIZATION
(a) The shares with respect to which Awards may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Award theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Award may thereafter be exercised or satisfied, as
applicable, (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased. Any fractional share resulting from
such adjustment shall be rounded up to the next whole share.
(b) If the Company recapitalizes, reclassifies its capital stock, or
otherwise changes its capital structure (a "recapitalization"), the number
and class of shares of Stock covered by an Award theretofore granted shall
be adjusted so that such Award shall thereafter cover the number and class
of shares of Stock and other securities to which the Holder would have been
entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the Holder had been the holder of record of
the number of shares of Stock then covered by such Award.
(c) In the event of a Change of Control, and except as provided in any
Award Agreement, outstanding Awards shall immediately vest and become
exercisable or satisfiable, as applicable, and any Awards that are Options
shall continue to be exercisable for the remainder of the applicable Option
term. Notwithstanding the foregoing, the Committee, in its discretion, may
determine that upon the occurrence of a Change of Control, each Award
outstanding hereunder shall terminate within a specified number of days
after notice to the Holder, and such Holder shall receive, with respect to
each share of Stock subject to such Award, cash in an amount equal to the
excess, if any, of the Change of Control Value over the exercise price, if
applicable, under such Award for such share. The provisions contained in
this paragraph shall not terminate any rights of the Holder to further
payments pursuant to any other agreement with the Company following a
Change of Control.
(d) In the event of changes in the outstanding Stock by reason of
recapitalization, reorganizations, mergers, consolidations, combinations,
split-ups, split-offs, spin-offs, exchanges, a Change of Control or other
relevant changes in capitalization or distributions to the holders of Stock
occurring after the date of the grant of any Award and not otherwise
provided for by this Paragraph IX, any outstanding Awards and any Award
Agreements shall be subject to adjustment by the Committee at its
discretion as to the number and price of shares of Stock or other
consideration subject to such Awards. In the event of any such change in
the outstanding Stock or distribution to the holders of Stock, the
aggregate number of shares available under the Plan (and the aggregate
number of shares that may be granted to any one individual) may be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
(e) The existence of the Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of
the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's or any Affiliate's capital
structure or its business, any merger or consolidation of the Company or
any Affiliate, any issue of debt or equity securities ahead of or affecting
Stock or the rights thereof, the dissolution or liquidation of the Company
or any Affiliate or any sale, lease, exchange or other disposition of all
or any part of its assets or business or any other corporate act or
proceeding.
(f) Any adjustment provided for in the above Subparagraphs shall be
subject to any required shareholder action.
(g) Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct
sale, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into
such shares or other securities, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Stock subject to Awards
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<PAGE> 7
theretofore granted or the purchase price per share, if applicable.
X. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares of Stock for which Awards have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in any Award theretofore
granted may be made that would materially impair the rights of the Holder
without the consent of the Holder and provided, further, that the Board may not,
without approval of the stockholders, amend the Plan (a) to increase the maximum
aggregate number of shares of Stock that may be issued under the Plan or (b) to
change the class of individuals eligible to receive Awards under the Plan.
XII. MISCELLANEOUS
(a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the Company
nor any action of the Board or the Committee shall be deemed to give an
employee or Director any right to be granted an Award or any other
rights hereunder except as may be evidenced by an Option Agreement or
Stock Appreciation Rights Agreement duly executed on behalf of the
Company, and then only to the extent and on the terms and conditions
expressly set forth therein. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the payment of
any Award.
(b) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan shall (i)
confer upon any employee any right with respect to continuation of
employment with the Company or any Affiliate or (ii) interfere in any
way with the right of the Company or any Affiliate to terminate his or
her employment at any time. Nothing contained in the Plan shall confer
on any Director any right with respect to continuation of membership on
the Board.
(c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue
any Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the
Securities Act of 1933 and such other state and federal laws, rules or
regulations as the Company or the Committee deems applicable and, in
the opinion of legal counsel for the Company, there is no exemption
from the registration requirements of such laws, rules or regulations
available for the issuance and sale of such shares. No fractional
shares of Stock shall be delivered. The Company shall have the right to
deduct in connection with all Awards any taxes required by law to be
withheld and to require any payments required to enable it to satisfy
its withholding obligations.
(d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan shall
be construed to prevent the Company or any Affiliate from taking any
corporate action which is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would
have an adverse effect on the Plan or any Award made under the Plan. No
employee, Director, beneficiary or other person shall have any claim
against the Company or any Affiliate as a result of any such action.
(e) RESTRICTIONS ON TRANSFER. An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth
in Paragraph VII(c)) shall not be transferable otherwise than (i) by
will or the laws of descent and distribution, (ii) pursuant to a
"qualified domestic relations order" as defined by the Code or Title I
of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder, or (iii) with the consent of the Committee.
(f) RULE 16b-3. It is intended that the Plan and any grant of an Award made
to a person subject to Section 16 of the 1934 Act meet the requirements
of Rule 16b-3 so that any transaction under the Plan involving a grant,
award, or other acquisition from the Company or disposition to the
Company is exempt from Section 16(b) of the 1934 Act. If any provision
of the Plan or any such Award would result in any such transaction not
being exempt from Section 16(b) of the 1934 Act, such provision or
Award shall be construed or deemed amended so that such transaction
will be exempt from Section 16(b) of the 1934 Act.
(g) FACSIMILE SIGNATURE. Any Award Agreement or related document may be
executed by facsimile signature. If
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any officer who shall have signed or whose facsimile signature shall
have been placed upon any such Award Agreement or related document
shall have ceased to be such officer before the related Award is
granted by the Company, such Award may nevertheless be issued by the
Company with the same effect as if such person were such officer at the
date of grant.
(h) GOVERNING LAW. This Plan shall be construed in accordance with the laws
of the State of Delaware.
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Exhibit 5.1
VINSON & ELKINS
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
FAX (214) 220-7716
February 16, 2000
Range Resources Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as counsel for Range Resources Corporation, a Delaware
corporation and formerly "Lomak Petroleum, Inc." (the "Company"), in connection
with the Company's registration under the Securities Act of 1933, as amended
(the "Act"), of 1,400,000 shares of common stock, par value $0.01 per share, of
the Company (the "Shares") which may be offered from time to time under the
Range Resources Corporation 1999 Stock Incentive Plan (the "Plan") under the
Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on February 16, 2000.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Certificate of Incorporation of the Company, as filed with the Secretary of
State of the State of Delaware, (iii) the Bylaws of the Company, (iv) certain
minutes of meetings of, and resolutions adopted by, the Board of Directors of
the Company and the Company's stockholders authorizing the issuance and offering
of the Shares in the Plan and (v) the Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and complete
copies of the originals thereof, and (v) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, when
offered and issued by the Company pursuant to the terms of the Plan, will be
validly issued, fully paid and non-assessable.
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Exhibit 5.1
This opinion is limited in all respects to the laws of the Delaware
General Corporation Law and the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in, or incorporated by reference,
in this registration statement.
/s/ Arthur Andersen, L.L.P.
Cleveland, Ohio
February 16, 2000
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