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As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 33-
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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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GLOBAL NATURAL RESOURCES INC.
(Exact name of registrant as specified in its charter)
New Jersey 93-0835865
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5300 Memorial Drive, Suite 800
Houston, Texas 77007
(Address of principal executive offices, including zip code)
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GLOBAL NATURAL RESOURCES INC. 1992 STOCK OPTION PLAN
(Full title of the plan)
Robert F. Vagt
Chairman
5300 Memorial Drive, Suite 800
Houston, Texas 77007
(Name and address of agent for service)
(713) 880-5464
(Telephone number, including area code, of agent for service)
Copies to:
Jon M. Jenkins, Esq.
Piliero Goldstein Jenkins & Hall, LLP
292 Madison Avenue
New York, New York 10017
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered per share(1) offering price(1) Registration Fee
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Common Stock,
$1.00 par value 500,000 $15.625 $7,812,500 $2,694.00
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(1) Estimated, solely for purposes of calculating the registration
fee, in accordance with Rule 457(h) on the basis of the price
of securities of the same class, as determined in accordance
with Rule 457(c), using the average of the high and low prices
reported in the consolidated reporting system for the Common
Stock on June 11, 1996.
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INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement registers an additional 500,000
shares of the Registrant's common stock, $1.00 par value, being offered under
the Registrant's 1992 Stock Option Plan, which was the subject of a
registration statement on Form S-8 filed with the Commission on May 3, 1993.
Such Form S-8 Registration Statement, Number 33-62106, and its contents are
incorporated herein by reference, including all applicable exhibits,
undertakings, and additional information provided therewith.
EXHIBITS
5. Opinion Regarding Legality.
23. Consents of Experts and Counsel.
99. Additional Exhibit--information required in the new registration
statement not in the earlier registration statement incorporated
herein by reference.
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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 Houston, State of Texas, on this 11th day of
June, 1996.
GLOBAL NATURAL RESOURCES INC.
By: /s/ Robert F. Vagt
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Robert F. Vagt
Chairman
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.
POWER OF ATTORNEY
Each person whose signature appears below appoints Robert F.
Vagt and Eric Lynn Hill, each of them, any of whom may act without the joinder
of the other, as 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 Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully 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 their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
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Signature Title Date
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/s/ Robert F. Vagt Chairman of the Board June 11, 1996
- ---------------------------------- and Director (Principal
Robert F. Vagt Executive Officer)
/s/ Eric Lynn Hill Senior Vice President, Finance and June 11, 1996
- ---------------------------------- Administration (Principal Financial
Eric Lynn Hill and Accounting Officer)
/s/ James G. Niven Director June 11, 1996
- ----------------------------------
James G. Niven
/s/ Sidney R. Petersen Director June 11, 1996
- ----------------------------------
Sidney R. Petersen
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/s/ Linda F. Sjoman Director June 11, 1996
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Linda F. Sjoman
/s/ John A. Brock Director June 11, 1996
- ----------------------------------
John A. Brock
/s/ Paul E. Carlton Director June 11, 1996
- ----------------------------------
Paul E. Carlton
/s/ Patrick L. MacDougall Director June 11, 1996
- ----------------------------------
Patrick L. MacDougall
/s/ R.A. Walker Director June 11, 1996
- --------------------------
R.A. Walker
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EXHIBIT INDEX
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Sequentially
Numbered
EXHIBIT Description of Exhibit Page
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5 Opinion regarding legality
23 Consent of Counsel
23.1 Consent of KPMG Peat Marwick LLP
99 Additional Information
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EXHIBIT 5
Piliero Goldstein Jenkins & Hall, LLP
292 Madison Avenue
New York, New York 10017
June 10, 1996
Board of Directors
Global Natural Resources Inc.
5300 Memorial Drive, Suite 800
Houston, Texas 77007
Ladies and Gentlemen:
We have acted as counsel to Global Natural Resources Inc., a
New Jersey corporation (the "Company"), in connection with the registration of
additional shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), on Form S-8 relating to the Company's 1992 Stock Option Plan
(the "Plan").
In rendering the opinion set forth below, we have examined (i)
the Plan, (ii) the Restated Certificate of Incorporation of the Company, (iii)
the By-laws of the Company and (iv) such certificates of public officials and
of officers of the Company and originals or copies certified to our
satisfaction of such corporate records and documents of the Company as we have
considered necessary or appropriate as a basis for our opinion hereinafter set
forth. We have relied upon such certificates, records and documents with
respect to the accuracy of factual matters. We have made such examination of
law as we have deemed necessary for purposes of this opinion.
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In our examination, we have assumed the genuineness of all
signatures and the authenticity of all materials submitted to us as originals
and the conformity with the originals of all materials submitted to us as
copies. We have further assumed that all copies and all documents dated earlier
than the date of this opinion on which we have expressed reliance remain
accurate, complete and in full force and effect as of the date hereof.
Based upon the foregoing, we are of the opinion that any
shares of Common Stock which may be optioned and sold pursuant to and in
accordance with the Plan, when issued and paid for, will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion for filing with
the aforementioned registration statement.
Very truly yours,
/s/ Piliero Goldstein Jenkins & Hall, LLP
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EXHIBIT 23
Consent of Counsel
The consent of Piliero Goldstein Jenkins & Hall, LLP is
included in the opinion found at Exhibit 5.
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EXHIBIT 23.1
Consent of Independent Accountants
We consent to the use of our report incorporated herein by
reference. Our report refers to the Company's adoption of Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" in 1995.
KPMG Peat Marwick LLP
Houston, Texas
June 10, 1996 /s/ KPMG Peat Marwick LLP
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EXHIBIT 99
Additional Information
The prospectus utilized in connection with the Registration
Statement on Form S-8 (Number 33-62106) will not require any new information in
connection with the additional shares of Common Stock available under the
Registrant's 1992 Stock Option Plan and registered in this Registration
Statement. It is the Registrant's intent only to provide a current date for
the prospectus, amend, if necessary, a minimal amount of language on tax
effects of participation, and include a statement of the additional shares
available for grant under the 1992 Stock Option Plan.
