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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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MCFARLAND ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 95-2756635
<S> <C>
(State or other Jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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10425 SO. PAINTER AVENUE
SANTA FE SPRINGS, CALIFORNIA 90670
(714) 563-4300
(Address, including Zip Code, and telephone number, including area code, of
Registrant's principal executive office)
1996 INCENTIVE STOCK PLAN
(Full title of Plans)
SILVIA D. NELSON
SECRETARY
MCFARLAND ENERGY, INC.
10425 SO. PAINTER AVENUE
SANTA FE SPRINGS, CALIFORNIA 90670
(310) 944-0181
(Name, address, including Zip Code, and telephone number, including area code,
of Registrant's Agent of Service of Process)
Copies of communications to:
KENNETH R. BENBASSAT, ESQ.
LOEB & LOEB LLP
1000 WILSHIRE BOULEVARD, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
(213) 688-3848
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock ($1.00 par value) 260,000 shares $12.125 $3,152,500 $1,087.07
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(1) Represents shares issuable under the Company's 1996 Incentive Stock
Plan and upon exercise of options granted or available for grant
thereunder.
(2) Estimated solely for purposes of calculating the registration fee on
the basis of the average of the high and low prices of the Common Stock of
the Company on December 18, 1996, as reported in the consolidated reporting
system.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") with the Securities and Exchange Commission are
incorporated herein by reference and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of the 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 such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws permit indemnification of directors and officers for
attorneys' fees and other expenses as well as judgments or amounts paid in
settlement of civil lawsuits actual or threatened or an investigation brought by
a third party. In order to receive indemnification, such person must have acted
in good faith and in a manner he reasonably believed to be in the best interests
of the Company. Further, the Company's Bylaws provide for indemnification for
attorneys' fees and other expenses in any action brought by or in the right of
the corporation ("Derivative Lawsuit"). This excludes indemnification of
judgments or amounts paid in settlement and includes indemnity for such expenses
as the Delaware Court of Chancery or the court in which such action or suit is
brought determines under the circumstances such person is entitled to receive.
Unless ordered by the court, a director or officer of the Company under the
Bylaws may receive the indemnification set forth above only as authorized in a
specific case and after a determination is made by (i) a majority vote of a
quorum consisting of directors who are not
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parties to any action or claim against the claiming person or (ii) if a quorum
is not obtainable or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel and a written opinion or (iii) by
shareholders.
The Company's Bylaws also provide for the advancement of attorneys'
fees and other expenses upon receipt of an undertaking by the person seeking
such advancement to repay such advances if it is determined that he is not
entitled to such advancements.
Section 145 of the Delaware General Corporation Law and Section 317 of
the California Corporations Code also authorizes indemnification of officers and
directors of the Company under certain circumstances.
The Company and its directors and officers are covered by liability
insurance.
ITEM 8. EXHIBITS.
4 1996 Incentive Stock Plan (incorporated by reference to Exhibit "A" of
the Company's proxy statement dated March 28, 1996).
5 Opinion of Loeb & Loeb LLP.
24.1 Consent of Loeb & Loeb LLP (included in its opinion contained in
Exhibit 5).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney set forth on the signature pages 7 and 8.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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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(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
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 Santa Fe Springs, State of California on the 24th day
of December 1996.
McFARLAND ENERGY, INC.
By: /s/ John C. McFarland
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John C. McFarland
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. McFarland and Ronald T. Yoshihara and
each of them, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign, file or deliver any amendment,
including any post-effective amendment, or papers supplemental to this
registration statement, together with all exhibits thereto and any and all
instruments in connection therewith, as fully to all intents and purposes as he
might do in person, and hereby ratifies and confirms all that each of said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 24, 1996.
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Signatures Title Date
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<S> <C> <C>
/s/ John C. McFarland Chairman of the Board, December 24, 1996
- ------------------------------ President and
John C. McFarland Chief Executive Officer
(Principal Executive Officer)
/s/ Ronald T. Yoshihara Vice President, Treasurer December 24, 1996
- ------------------------------ and Chief Financial Officer
Ronald T. Yoshihara (Principal Financial Officer)
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SIGNATURES
(Continued)
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Signatures Title Date
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<S> <C> <C>
/s/ William E. Carl
- -------------------------- Vice Chairman of December 24, 1996
William E. Carl the Board of Directors
/s/ John C. Capshaw Director December 24, 1996
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John C. Capshaw
/s/ Daniel J. Redden Director December 24, 1996
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Daniel J. Redden
/s/ John B. Pollara Director December 24, 1996
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John B. Pollara
/s/ Daniel E. Pasquini Director December 24, 1996
- --------------------------
Daniel E. Pasquini
/s/ Herbert M. Rome Director December 24, 1996
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Herbert M. Rome
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EXHIBIT INDEX
Exhibit No. Description
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4 1996 Incentive Stock Plan (incorporated by reference to Exhibit
"A" of the Company's proxy statement dated March 28, 1996)
5 Opinion of Loeb & Loeb LLP
24.1 Consent of Loeb & Loeb LLP (included in its opinion
contained in Exhibit 5).
24.2 Consent of Coopers & Lybrand L.L.P.
25 Power of Attorney set forth on the signature pages 5 and 6.
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EXHIBIT 5
December 24, 1996
McFarland Energy, Inc.
10425 So. Painter Avenue
Santa Fe Springs, California 90670
Ladies and Gentlemen:
We refer to the registration statement (the "Registration Statement")
on Form S-8 under the Securities Act of 1933, being filed by McFarland Energy,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission, relating to 260,000 shares of the Company's Common Stock issuable
pursuant to the Company's 1996 Incentive Stock Plan (the "Plan") or upon the
exercise of options granted or available for grant thereunder.
We have examined the Plan, originals, photocopies or certified copies
of such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Based on our examination mentioned above, and relying upon statements
of fact contained in the documents which we have examined, we are of the opinion
that the Common Stock, when issued and paid for in the manner contemplated in
the Plan and any agreement entered into, and any terms and conditions
established, pursuant to the Plan, will be legally issued, fully paid and
nonassessable; provided, however, that the payment therefor is in any event not
less than the par value of the shares of Common Stock so issued, and provided
further, that the Compensation Committee of the Board of Directors of the
Company which administers the Plan shall not have delegated any of its power and
authority thereunder.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
LOEB & LOEB LLP
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EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
McFarland Energy, Inc. on Form S-8 of our report, dated March 8, 1996 on our
audits of the consolidated financial statements of McFarland Energy, Inc. and
subsidiary as of December 31, 1995 and 1994, and for each of the three years in
the period ended December 31, 1995, which report is included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 24, 1996
