<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
UNITED MERIDIAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2160316
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
JOHN B. BROCK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 654-9110
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) FEE(1)
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Series A Voting Common Stock, 600,000(3) $28.94 $17,364,000 $5,987.59
$0.01 par value ("Common Stock")
===============================================================================================================
1. Calculated on the basis of the average of the high and low sales prices of the Common Stock of United
Meridian Corporation on May 31, 1996, as reported by the New York Stock Exchange, Inc.
2. Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c).
3. Issuable upon exercise of options available for grant under the Plans.
______________________
===============================================================================================================
</TABLE>
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE.
---------------------------------------
This Registration Statement on Form S-8 registers additional securities of the
same class as other securities for which a Registration Statement on Form S-8
has been filed and declared effective as of May 19, 1994, relating to the same
employee benefit plan. Accordingly, pursuant to General Instruction E of Form
S-8 promulgated under the Securities Act of 1933, as amended (the "Act"), the
contents of the Registration Statements on Form S-8 (Nos. 33-79160 and 33-
86480), filed with the Securities and Exchange Commission on May 19, 1994 and
November 18, 1994, respectively, are hereby incorporated by reference with
respect to the information required pursuant to this Registration Statement on
Form S-8. Capitalized terms used herein but not defined shall have the meanings
ascribed to them by the incorporated documents.
SECOND AMENDMENT TO THE 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN.
--------------------------------------------------------------------
The Second Amendment to the 1994 Employee Nonqualified Stock Option Plan (the
"Employee Plan") increases the number of shares available for grant under the
Employee Plan by 500,000 shares. A copy of the Second Amendment to the Employee
Plan is attached to this registration statement as Exhibit 4.3.2.
FIRST AMENDMENT TO THE 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN.
-----------------------------------------------------------------------------
The First Amendment to the 1994 Outside Directors' Nonqualified Stock Option
Plan (the "Director Plan") increases the number of shares available for grant
under the Director Plan by 100,000 shares. A copy of the First Amendment to the
Director Plan is attached to this registration statement as Exhibit 4.4.1.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Akin, Gump, Strauss, Hauer &
Feld, L.L.P., Dallas, Texas.
EXHIBITS.
--------
See Index to Exhibits incorporated herein by reference.
[The remainder of this page is intentionally left blank.]
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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 May 31, 1996.
UNITED MERIDIAN CORPORATION
By: /s/ John B. Brock
------------------
JOHN B. BROCK
Chairman of the Board of Directors, Chief
Executive Officer and President
The undersigned directors and officers of United Meridian Corporation hereby
constitute and appoint John B. Brock and Jonathan M. Clarkson, and each of them,
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact, or either of
them, or their substitutes shall 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 May 31, 1996.
Signature Title
--------- -----
/s/ John B. Brock Chairman of the Board of Directors,
- -------------------------------- Chief Executive Officer and President
John B. Brock
/s/ Jonathan M. Clarkson Executive Vice President and Chief
- -------------------------------- Financial Officer
Jonathan M. Clarkson
/s/ Roger L. Neal Vice President, Controller and Chief
- -------------------------------- Accounting Officer
Roger L. Neal
/s/ J. Dennis Bonney Director
- --------------------------------
J. Dennis Bonney
/s/ Charles R. Carson Director
- --------------------------------
Charles R. Carson
/s/ Robert H. Dedman Director
- --------------------------------
Robert H. Dedman
S-1
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Steven A. Denning Director
- --------------------------------
Steven A. Denning
/s/ Robert V. Lindsay Director
- --------------------------------
Robert V. Lindsay
/s/ Elvis L. Mason Director
- --------------------------------
Elvis L. Mason
/s/ James L. Murdy Director
- --------------------------------
James L. Murdy
/s/ David K. Newbigging Director
- --------------------------------
David K. Newbigging
/s/ Matthew Simmons Director
- --------------------------------
Matthew Simmons
/s/ Donald D. Wolf Director
- --------------------------------
Donald D. Wolf
/s/ Walter B. Wriston Director
- --------------------------------
Walter B. Wriston
S-2
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- --------- ---------------------------------------------------------------------------- -------------
<S> <C> <C>
3.1 --Certificate of Incorporation of the Company, as amended, incorporated
herein by reference to Exhibit 3.1 to the Company's 1995 Form 10-K filed
with the Securities and Exchange Commission on March 7, 1996.
3.2 --By-laws of the Company, as amended, incorporated herein by reference to
Exhibit 3.2 to the Company's 1995 Form 10-K filed with the Securities and
Exchange Commission on March 7, 1996.
4.1 --Specimen of certificate representing Series A Voting Common Stock, $.01
par value, of the Company, incorporated herein by reference to Exhibit 4.13
to the Company's Form 10-Q for the period ended June 30, 1994, filed with
the Securities and Exchange Commission on August 10, 1994.
4.2 --Rights Agreement by and between United Meridian Corporation and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, dated as
of February 13, 1996, incorporated by reference as Exhibit 1 to Form 8-K,
filed with the Securities and Exchange Commission on February 14, 1996.
4.3 --UMC 1994 Employee Nonqualified Stock Option Plan, incorporated herein
by reference to Exhibit 4.14 to UMC's Form S-8 (No.33-79160) filed with
the Securities and Exchange Commission on May 19, 1994.
4.3.1 --First Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 16, 1994, incorporated herein by reference to Exhibit
4.11.1 to the Company's Form S-8 (No. 33-86480) filed with the Securities
and Exchange Commission on November 18, 1994.
4.3.2* --Second Amendment to UMC 1994 Employee Nonqualified Option Plan.
4.4 --UMC 1994 Outside Directors' Nonqualified Stock Option Plan, incorporated
herein by reference to Exhibit 4.15 to UMC's Form S-8 (No.33-79160) filed
with the Securities and Exchange Commission on May 19, 1994.
4.4.1* --First Amendment to UMC 1994 Outside Directors' Nonqualified Option Plan.
5* --Opinion regarding legality.
23.1* --Consent of Arthur Andersen LLP.
23.2* --Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Opinion filed as Exhibit 5).
23.3* --Consent of Netherland, Sewell & Associates, Inc.
23.4* --Consent of McDaniel & Associates Consultants Ltd.
23.5* --Consent of Ryder Scott Company.
</TABLE>
E-1
<PAGE>
<TABLE>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- ------ ------- -------------
<S> <C> <C>
24* --Powers of Attorney of J. Dennis Bonney, John B. Brock, Charles R. Carson,
Robert H. Dedman, Steven A. Denning, Robert V. Lindsay, Elvis L.
Mason, James L. Murdy, David K. Newbigging, Matthew Simmons, Walter
B. Wriston, Donald D. Wolf, Jonathan M. Clarkson and Roger L. Neal
(included on Pages S-1 through S-2 of this Registration Statement).
* Filed herewith.
</TABLE>
E-2
<PAGE>
EXHIBIT 4.3.2
SECOND AMENDMENT TO
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
The United Meridian Corporation 1994 Employee Nonqualified Stock Option
Plan is hereby amended as follows:
Section 2 thereof is amended and restated in its entirety to read as
follows:
"2. Stock Subject to Option. Subject to adjustment as provided in
-----------------------
Sections 4(g) and (h) hereof, options may be granted by the Company from
time to time to purchase up to an aggregate of 2,850,000 shares of the
Company's authorized but unissued Common Stock. Shares that by reason of
the expiration of an option or otherwise are no longer subject to purchase
pursuant to an option granted under the Plan may be reoptioned under the
Plan."
Date: May 22, 1996 UNITED MERIDIAN CORPORATION
------------
By: /s/ John B. Brock
-----------------
Name: John B. Brock
-------------
Title: Chairman and CEO
----------------
<PAGE>
EXHIBIT 4.4.1
FIRST AMENDMENT TO
UNITED MERIDIAN CORPORATION
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
The United Meridian Corporation 1994 Outside Directors' Nonqualified Stock
Option Plan is hereby amended as follows:
Section 2 thereof is amended and restated in its entirety to read as
follows:
"2. Stock Subject to Option. Subject to adjustment as provided in
-----------------------
Sections 4(h) and (i) hereof, options may be granted by the Company from
time to time to purchase up to an aggregate of 250,000 shares of the
Company's authorized but unissued Common Stock. Shares that by reason of
the expiration of an option or otherwise are no longer subject to purchase
pursuant to an option granted under the Plan may be reoptioned under the
Plan."
Date: May 22, 1996 UNITED MERIDIAN CORPORATION
------------
By: /s/ John B. Brock
-----------------
Name: John B. Brock
-------------
Title: Chairman and CEO
----------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
WASHINGTON, D.C. ATTORNEYS AT LAW BRUSSELS, BELGIUM
AUSTIN, TEXAS A REGISTERED LIMITED LIABILITY PARTNERSHIP MOSCOW, RUSSIA
SAN ANTONIO, TEXAS INCLUDING PROFESSIONAL CORPORATIONS
HOUSTON, TEXAS 1700 PACIFIC AVENUE
NEW YORK, NEW YORK SUITE 4100
DALLAS, TEXAS 75201-4618
(214) 969-2800
TELEX 732324
FAX (214) 969-4343
WRITER'S DIRECT DIAL NUMBER (214) 969-2800
</TABLE>
June 3, 1996
United Meridian Corporation
1201 Louisiana, Suite 1400
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to United Meridian Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration
of 600,000 shares of the Company's Series A Voting Common Stock, $.01 par
value (the "Common Stock"), as described in a registration statement on
Form S-8 relating to the Common Stock to be issued under the Company's 1994
Employee Nonqualified Stock Option Plan, as amended (the "Employee Plan"),
and the Company's 1994 Outside Directors' Nonqualified Stock Option Plan,
as amended (the "Director Plan"), which registration statement is to be
filed with the Securities and Exchange Commission.
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed
necessary, relevant or appropriate to enable us to render the opinions
listed below. In rendering such opinions, we have assumed the genuineness
of all signatures and the authenticity of all documents examined by us. As
to various questions of fact material to such opinions, we have relied upon
representations of the Company.
Based upon such examination and representations, we advise you that, in
our opinion:
A. The shares of Common Stock to be issued under the Employee Plan and
the Director Plan which are to be registered pursuant to the Registration
Statement have been duly and validly authorized by the Company.
B. The shares of Common Stock to be issued under the Employee Plan and
the Director Plan which are to be registered pursuant to the Registration
Statement, when issued and delivered in accordance with the Employee Plan
or the Director Plan, will be validly issued, fully paid and non-
assessable.
<PAGE>
AKIN, GUMP, STAUSS, HAUER & FELD, L.L.P.
UNITED MERIDIAN CORPORATION
JUNE 3, 1996
PAGE 2
We consent to the reference to this firm in the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Sincerely,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
---------------------------------------------
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
Exh: 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 21, 1996 included in United Meridian Corporation's Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
-----------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
May 31, 1996
<PAGE>
Exh: 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated April 9, 1996, April 10, 1996, and
May 13, 1996, that were utilized in aggregate as a basis for United Meridian
Corporation's Form 10-K for the year ended December 31, 1995, and to all
references to our Firm included in this Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Frederic D. Sewell
----------------------
Frederic D. Sewell
President
Dallas, Texas
June 4, 1996
<PAGE>
Exh: 23.4
CONSENT OF INDEPENDENT PETROLEUM RESERVE ENGINEERS
Dear Sirs:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of portions of our reports entitled "UMC Petroleum Corporation,
Evaluation of Certain Interests in the State of Montana, based on SEC
Parameters, as of January 1, 1996", dated February 23, 1996; and "UMC Resources
Canada Ltd., Evaluation of Oil & Gas Reserves, based on Constant Price
Assumptions as of December 31, 1995", dated January 12, 1996; (the "Reports")
and to our having evaluated the Corporations' interest in oil and gas reserves.
We also consent to the reference of our firm under the caption "Experts".
Sincerely,
McDANIEL & ASSOCIATES CONSULTANTS LTD.
/s/ G. C. Knutson
- ----------------------
G. C. Knutson, P. Eng.
Senior Vice President
Calgary, Alberta
Dated: May 30, 1996
<PAGE>
Exh: 23.5
CONSENT OF RYDER SCOTT COMPANY
We consent to the incorporation by reference in the Registration Statement
Form S-8 of our reserve report and all schedules, exhibits, and attachments
thereto and to any reference made to us on Form S-8 as a result of such
incorporation.
Very truly yours,
/s/ Ryder Scott Company Petroleum Engineers
-------------------------------------------
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Denver, Colorado
Date: May 30, 1996
