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As filed with the Securities and Exchange Commission on November 5, 1997
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
____________________________________________________________
ARABIAN SHIELD DEVELOPMENT COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-1256622
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10830 NORTH CENTRAL EXPRESSWAY, SUITE 175 75231
DALLAS, TEXAS (Zip Code)
(Address if Executive Officers)
STOCK OPTION PLAN OF ARABIAN SHIELD DEVELOPMENT COMPANY
(Full Title of the Plan)
______________________________________________________
DREW WILSON, JR.
SECRETARY AND TREASURER
ARABIAN SHIELD DEVELOPMENT COMPANY
10830 NORTH CENTRAL EXPRESSWAY
SUITE 175
DALLAS, TEXAS 75231
(Name and address of agent for service)
(214) 692-7872
(Telephone number, including area code, of agent for service)
______________________________________________________
With Copies To:
M. CHARLES JENNINGS, ESQ.
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
______________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
TITLE MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, 500,000 shares $2.5625 $1,281,250 $388.22
$.10 Par Value
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</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for purposes of calculating the registration fee,
based on the average of the high and low prices reported on the Nasdaq
National Market on October 30, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Arabian Shield
Development Company (the "Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents.
1. The Company's Annual Report on Form 10-K for fiscal year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
4. The Company's Current Report on Form 8-K dated August 18,
1997.
5. The description of the Common Stock which is contained in the
Company's Registration Statement on Form 10 dated April 29,
1972, as amended by an amendment thereto filed on June 27,
1972, filed pursuant to Section 12 of the Exchange Act, and
all amendments thereto and reports which have been filed for
the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a corporation to indemnify any director or officer, or
former director or officer, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
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action by or in the right of the corporation), against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding provided
that such director or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, provided that such director
or officer had no cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of
the capacities set forth above, against expenses actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such director or officer shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action was brought shall determine
that despite the adjudication of liability such director or officer is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem
proper.
Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsections (a) and (b) or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith; that indemnification provided for in Section 145
shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and that the corporation shall have power to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or her in
any such capacity or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article VIII of the Company's Bylaws, as amended, provides that the
Company shall indemnify any director, officer or employee of the Company, or
any former director, officer or employee, or any other person who may have
served at the Company's request as a director, officer or employee of another
corporation in which the Company owns shares of capital stock or of which the
Company is a creditor; provided, however, that such indemnification does not
extend to matters as to which there is a final judgment that such director,
officer or employee is liable for negligence or misconduct in the performance
of his duties to the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company as amended through
the Certificate of Amendment filed with the Delaware Secretary
of State on January 29, 1993 (incorporated by reference to
Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q/A
for the quarter ended September 30, 1994 (File No. 0-6247)).
4.2 Bylaws of the Company, as amended through July 6, 1994
(incorporated by reference to Exhibit 3(b) to the Company's
Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 1994 (File No. 0- 6247)).
5.1 Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages of this
Registration Statement).
99.1 Stock Option Plan of Arabian Shield Development Company
(incorporated by reference to Exhibit 10(e) to the Company's
Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 1994 (File No. 0- 6247)).
ITEM 9. UNDERTAKINGS.
The Company 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;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered
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would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% 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
this Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the
Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Dallas, State of Texas on November 5,
1997.
ARABIAN SHIELD DEVELOPMENT COMPANY
By: /s/ Drew Wilson, Jr.
-----------------------------------
Drew Wilson, Jr.
Secretary and Treasurer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Hatem El-Khalidi, John A.
Crichton and Drew Wilson, Jr., and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done on and about the
premises as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in- fact and
agents, or any of them, or their substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Hatem El-Khalidi President, Chief Executive Officer November 5, 1997
- --------------------------------- and Director
Hatem El-Khalidi (Principal Executive
Officer)
/s/ Drew Wilson, Jr. Secretary and Treasurer November 5, 1997
- --------------------------------- (Principal Financial and
Drew Wilson, Jr. Accounting Officer)
/s/ John A. Crichton Chairman of the Board and Director November 5, 1997
- ---------------------------------
John A. Crichton
Director November __, 1997
- ---------------------------------
Mohammed O. Al-Omair
/s/ Ghazi Sultan Director November 5, 1997
- ---------------------------------
Ghazi Sultan
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ----
<S> <C>
4.1 Certificate of Incorporation of the
Company as amended through the
Certificate of Amendment filed with the
Delaware Secretary of State on January
29, 1993 (incorporated by reference to
Exhibit 3(a) to the Company's Quarterly
Report on Form 10-Q/A for the quarter
ended September 30, 1994 (File No. 0-
6247))
4.2 Bylaws of the Company, as amended
through July 6, 1994 (incorporated by
reference to Exhibit 3(b) to the
Company's Quarterly Report on Form 10-
Q/A for the quarter ended September 30,
1994 (File No. 0-6247))
5.1 Opinion of Locke Purnell Rain Harrell (A
Professional Corporation)
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Locke Purnell Rain Harrell (A
Professional Corporation) (included in
opinion filed as Exhibit 5.1)
</TABLE>
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<TABLE>
<S> <C>
24.1 Power of Attorney (included on the
signature pages of this Registration
Statement)
99.1 Stock Option Plan of Arabian Shield
Development Company (incorporated by
reference to Exhibit 10(e) to the
Company's Quarterly Report on Form 10-
Q/A for the quarter ended September 30,
1994 (File No. 0-6247))
</TABLE>
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EXHIBIT 5.1
November 5, 1997
Arabian Shield Development Company
10830 North Central Expressway
Suite 175
Dallas, Texas 75231
Re: Registration of 500,000 shares of Common Stock, par value $.10
per share, pursuant to a Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel for Arabian Shield Development
Company, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement on Form S-8 (the "Registration
Statement"), of 500,000 shares of Common Stock, par value $.10 per share, of
the Company (the "Common Stock") to be offered to key employees of the Company
pursuant to the Stock Option Plan of Arabian Shield Development Company (the
"Option Plan").
Based upon our examination of such papers and documents and the
investigation of such matters of law as we have deemed relevant or necessary in
rendering this opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
2. Assuming, with respect to shares of Common Stock issued after
the date hereof, (i) the receipt of proper consideration for the issuance
thereof in excess of par value thereof, (ii) the availability of a sufficient
number of shares of Common Stock authorized by the Company's Certificate of
Incorporation, as amended, then in effect, (iii) compliance with the terms of
any agreement entered into in connection with any options under the Option
Plan, and (iv) no change occurs in the applicable law or the pertinent facts,
the shares of Common Stock purchasable upon the exercise of any option granted
under the Option Plan will upon issuance be duly authorized and validly issued,
fully paid and non-assessable shares of Common Stock.
<PAGE> 2
Arabian Shield Development Company
November 5, 1997
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission for the registration under the Securities Act of 500,000 shares of
Common Stock of the Company covered by the Option Plan. By so consenting, we
do not thereby admit that our firm's consent is required by Section 7 of the
Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ M. Charles Jennings
------------------------------------
M. Charles Jennings
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 14, 1997 accompanying the consolidated
financial statements of Arabian Shield Development Company and subsidiaries
appearing in the 1996 Annual Report to stockholders incorporated by reference
in the Company's Form 10-K for the year ended December 31, 1996. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ GRANT THORNTON LLP
GRANT THORNTON LLP
Dallas, Texas
October 17, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 25, 1996, which
appears on page 15 of the 1996 Annual Report to Stockholders of Arabian Shield
Development Company, which is incorporated by reference in Arabian Shield
Development Company's Annual Report on Form 10-K for the year ended December
31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Dallas, Texas
October 16, 1997.
