As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-_____
===================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
TRANSMONTAIGNE OIL COMPANY
(Exact name of registrant as specified in its charter)
_________________________
DELAWARE 06-1052062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
370-17TH STREET, SUITE 900
DENVER, COLORADO 80202
(303) 605-1798
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TRANSMONTAIGNE OIL COMPANY
EMPLOYEES' STOCK OPTION PLAN
and
TRANSMONTAIGNE OIL COMPANY
AMENDED AND RESTATED
EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
(Full titles of plans)
_________________________
HAROLD R. LOGAN, JR. WITH A COPY TO:
EXECUTIVE VICE PRESIDENT NICK NIMMO, ESQ.
370 17TH STREET, SUITE 2750 HOLME ROBERTS & OWEN LLP
DENVER, COLORADO 80202 1700 17TH STREET, SUITE 4200
(303) 626-8200 DENVER, COLORADO 80203
(303) 861-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
===================================================================
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering price aggregate Amount of
registered registered per share(1) offering registration
price(1) fee
- -------------------------------------------------------------------
Common
Stock
($.01 par 1,000,000
value) shares $3.998 $3,998,192 $1,212
==================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h). The price per share and aggregate
offering price are based upon the actual exercise price for shares to be issued
pursuant to options previously granted under the Company's stock option plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by TransMontaigne Oil Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended April 30,
1996, filed with the Commission pursuant to the Exchange Act on August 15, 1996.
(b) The Company's Current Report on Form 8-K, as filed with the Commission
on June 6, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1996, as filed with the Commission on September 16, 1996.
(d) The Company's Current Report on Form 8-K, as filed with the Commission
on July 23, 1996.
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4 (No. 333-03195), filed with the
Commission on May 10, 1996.
(f) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post- effective amendment to this Registration
Statement indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then remaining
unsold, shall be demed to be incorporated in this Registration Statement
by reference and to be a part hereof from the date of filing such documents.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws and Restated Certificate of Incorporation provide
that the Company shall, to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time,
indemnify all directors and officers of the Company. Section 145 of the
Delaware General Corporation Law provides in part that a corporation shall
have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, partner or trustee of, or in any similar
managerial or fiduciary position of, or as an employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in defense or
settlement of any threatened, pending or completed action or suit by or in the
right of the corporation, if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent
jurisdiction otherwise provides) such person shall not have been adjudged
liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Additionally, the Company's Restated Certificate of Incorporation contains
a provision eliminating the personal liability of directors to the Company or
its stockholders for monetary damages arising out of a breach of fiduciary
duty. Under Delaware law, this provision eliminates the liability of a
director for breach of fiduciary duty but does not eliminate the personal
liability of any director (i) for a breach of the duty of loyalty to the
Company or to its stockholders; (ii) for acts or omissions by the director not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for liability arising under Section 174 of the General Corporation
Law (relating to the declaration of dividends and the purchase or redemption of
shares in violation of the General Corporation Law); or (iv) for any
transaction from which the director derived an improper personal benefit.
8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company.(1)
4.2 Bylaws of the Company.(2)
5.1 Opinion and Consent of Holme Roberts & Owen LLP.
10.1 The TransMontaigne Oil Company Employee Nonqualified
Stock Option Plan.(1)
10.2 The TransMontaigne Oil Company Employees' Stock Option
Plan.(1)
24.1 Consent of Counsel. See Exhibit 5.1
24.2 Consent of KPMG Peat Marwick LLP
24.3 Consent of KPMG Peat Marwick LLP
25.1 Power of Attorney. See the signature page hereof.
____________________
(1) Filed previously as an Exhibit to the Company's Annual Report on Form 10-K
(No.1-11763) for the year ended April 30, 1996, and incorporated herein by
reference.
(2) Filed previously as an Exhibit to the Company's Registration Statement on
Form S-4 (No. 0-13201) dated January 22, 1991, and incorporated herein by
reference.
9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post- effective amendment to
this Registration Statement 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 Registra-
tion 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 offer-
ing thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 Securi-
ties Act of 1933 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
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Denver, State of Colorado, on the 29th day of
October, 1996.
TRANSMONTAIGNE OIL COMPANY
By: _______________________
/s/Harold R. Logan, Jr.
Executive Vice President
Each person whose signature appears below does hereby make, constitute
and appoint each of Richard E. Gathright, Harold R. Logan, Jr. and William A.
Sikora as such person's true and lawful attorney-in-fact and agent, with full
power of substitution, resubstitution and revocation to execute, deliver and
file with the Securities and Exchange Commission, for and on such person's
behalf, and in any and all capacities, this Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) thereto, with
all exhibits thereto and other documents in connection therewith, granting
unto said attorney-in-fact and agent 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 such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or
such person's substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on October 29, 1996.
Name and Signature Title
------------------------- -----
/s/CORTLANDT S. DIETLER Chairman and Chief
- ------------------------------------ Executive Officer
Cortlandt S. Dietler (Principal executive
officer)
/s/RICHARD E. GATHRIGHT President and Director
- ------------------------------------
Richard E. Gathright
/s/HAROLD R. LOGAN, JR. Executive Vice
- ------------------------------------ President/Finance,
Harold R. Logan, Jr. Treasurer and
Director(Principal
financial officer)
/s/ WILLIAM A. SIKORA Executive Vice President
- ------------------------------------ (Principal accounting
William A. Sikora officer)
/s/JOHN A. HILL Director
- ------------------------------------
John A. Hill
/s/BRYAN H. LAWRENCE Director
- ------------------------------------
Bryan H. Lawrence
/s/WILLIAM E. MACAULAY Director
- ------------------------------------
William E. Macaulay
/s/EDWIN H. MORGENS Director
- ------------------------------------
Edwin H. Morgens
EXHIBIT INDEX
Exhibit
No. Description
4.1 Restated Certificate of Incorporation of the Company.(1)
4.2 Bylaws of the Company.(2)
5.1 Opinion and Consent of Holme Roberts & Owen LLP.
10.1 The TransMontaigne Oil Company Employee Nonqualified
Stock Option Plan.(1)
10.2 The TransMontaigne Oil Company Employees' Stock Option
Plan.(1)
24.1 Consent of Counsel. See Exhibit 5.1
24.2 Consent of KPMG Peat Marwick LLP
24.3 Consent of KPMG Peat Marwick LLP
25.1 Power of Attorney. See the signature page hereof.
____________________
(1) Filed previously as an Exhibit to the Company's Annual Report on Form 10-K
(No. 1-11763) for the year ended April 30, 1996, and incorporated herein by
reference.
(2) Filed previously as an Exhibit to the Company's Registration Statement on
Form S-4 (No. 0-13201) dated January 22, 1991, and incorporated herein by
reference.
EXH. 5.1 -- OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
TransMontaigne Oil Company
370 17th Street, Suite 900
Denver, CO 80202
Re: Sale of Shares of Common Stock Pursuant to
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to TransMontaigne Oil Company (the "Company") in
connection with the registration by the Company of 1,000,000 shares of common
stock, $.01 par value per share (the "Shares") described in the Registration
Statement on Form S-8 of the Company, being filed with the Securities and
Exchange Commission concurrently herewith. In such connection we have examined
certain corporate records and proceedings of the Company including actions taken
by the Company's Board of Directors in respect of the authorization and issuance
of the Shares, and such other matters as we deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the employee benefit plans covered thereby,
will be legally issued, fully paid and non- assessable shares of capital stock
of the Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
HOLME ROBERTS & OWEN LLP
Exhibit 24.2
Consent of Independent Auditors
-------------------------------
To the Board of Directors and Stockholders
TransMontaigne Oil Company:
We consent to incorporation by reference in the registration statement on Form
S-8 of our report dated June 20, 1996, relating to the
consolidated balance sheets of TransMontaigne Oil Company and subsidiaries as
of April 30, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years ended April 30,
1996 and 1995, the seven months ended April 30, 1994 and the year ended
September 30, 1993, which report appears in the April 30, 1996 annual report
on Form 10-K of TransMontaigne Oil Company.
KPMG Peat Marwick LLP
Denver, Colorado
October 28, 1996
Exhibit 24.3
Consent of Independent Auditors
-------------------------------
To the Board of Directors and Stockholders
TransMontaigne Oil Company:
We consent to incorporation by reference in the registration statement on Form
S-8 of TransMontaigne Oil Company of our report dated July
19, 1996, relating to the consolidated balance sheets of Lion Oil Company and
subsidiary as of April 30, 1996 and 1995, and the related consolidated
statements of earnings, stockholders' equity, and cash flows for each of the
years in the three year period ended April 30, which report appears in the
April 30, 1996 annual report on Form 10-K of TransMontaigne Oil Company.
KPMG Peat Marwick LLP
Denver, Colorado
October 28, 1996
