As filed with the Securities and Exchange Commission on June 1, 1998
File No. 333-___________
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM S-8
Registration Statement Under the Securities Act of 1993
MAGNUM HUNTER RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
State of Nevada 87-0462881
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(State or Other Jurisdiction of Incorporation or (IRS Employer ID No.)
Organization
600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
Stock Option Agreements for Gary C. Evans
Stock Option Agreements for Matthew C. Lutz
Stock Option Agreements for Oscar C. Lindemann
Stock Option Agreements for James E. Upfield
Stock Option Agreements for John H. Trescot, Jr.
Stock Option Agreements for Gerald W. Bolfing
Stock Option Agreements for Chris Tong
Stock Option Agreements for Michael McInerney
Stock Option Agreements for David Krueger
Stock Option Agreement for Diane Calogero
Stock Option Agreement for Greg Jessup
Stock Option Agreement for Howard Miller
Stock Option Agreement for Craig Knight
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(Full Title of the Plans)
Morgan F. Johnston, Secretary, 600 East Las Colinas Blvd., Suite 1200, Irving,
Texas 75039
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(Name and Address of Agent For Service)
(972) 401-0752
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(Telephone Number, Including Area Code, of Agent For Service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Amount of
to be Registered Registered Price Per Share (1) Aggregate Offering Registration Fee
Price
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Common Stock 1,482,058 $1.92 $2,847,134.42 $839.90
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(1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee, based on the weighted average
exercise price of the various stock option agreements.
Page 1 of 12 pages contained in the sequential numbering system. The
Exhibit Index may be found on Page 6 of the sequential numbering system.
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Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in to the registration
statement:
1. The Company's Annual Report on Form 10-KSB for the year ended December 31,
1997;
2. The Company's Quarterly Report on Form 10-Q for the period ended March 31,
1998; and
3. The Company's Form 8-K dated January 7, 1998, and the Company's
amendment to Form 8-K reported on Form 8-K/A filed February 13, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities covered hereby then remaining unsold shall be deemed to be
incorporated as by reference herein and to be part hereof from the date of
filing of such documents, except as to any portion of any future Annual or
Quarterly Report to Stockholders which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.
The description of the Company's common stock which is contained in the
Company's registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for the purpose
of updating such description.
Item 4. Description of Securities.
Securities are registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the securities registered pursuant to this
registration statement is being passed upon for the Company by Morgan F.
Johnston, Vice President, General Counsel and Secretary.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of Nevada permits provisions in the articles,
by-laws or resolutions approved by shareholders which limit liability of
directors for breach of fiduciary duty to certain specified circumstances. The
Company's by-laws indemnify its Officers and Directors to the full extent
permitted by Nevada law. The by-laws with certain exceptions eliminate any
personal liability of a Director to the Company or its shareholders for monetary
damages for the breach of a Director's fiduciary duty and therefore a Director
cannot be held liable for damages to the Company or its shareholders for gross
negligence or lack of due care in carrying out his fiduciary duties as a
Director. The Company's Articles provide for indemnification to the full extent
permitted under law which includes all liability, damages, and costs or expenses
arising from or in connection with service for, employment by, or other
affiliation with the Company to the maximum extent and under all circumstances
permitted by law. Nevada law permits indemnification if a director or officer
acts in good faith in a manner reasonably believed to be in, or not opposed to ,
the best interest's of the corporation. A director or officer must be
indemnified as to any matter in which he successfully defends himself.
Indemnification is prohibited as to any matter in which the director or officer
is adjudged liable to the corporation. 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 Act and is, therefore, unenforceable.
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Item 7. Exemption from Registration Claimed.
Does not apply
Item 8. Exhibits.
5.1 Opinion of Morgan F.Johnston, Esq.regarding legality (including
consent)
23.1 Consent of Deloitte and Touche LLP as Accountants
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration
statement;
(iii) 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;
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 registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 post effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes 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.
(5) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(6) 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
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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 is has reasonable grounds to believe that it meets all 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 Irving, State of Texas, on the 29th day of May, 1998.
MAGNUM HUNTER RESOURCES, INC.
By: /s/ Gary C. Evans
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Gary C. Evans, President
Pursuant to the requirements on the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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Signature Title Date
/s/ Gary C. Evans President, Chief Executive Officer May 29, 1998
- ----------------------------------------and Director
Gary C. Evans
/s/ Matthew C. Lutz Chairman and Executive Vice President May 29, 1998
- ----------------------------------------of Exploration and Business Development
Matthew C. Lutz
/s/ Chris Tong Senior Vice President and May 29, 1998
- ----------------------------------------Chief Financial Officer
Chris Tong
/s/ Gerald W. Bolfing Director May 29, 1998
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Gerald W. Bolfing
/s/ Oscar C. Lindemann Director May 29, 1998
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Oscar C. Lindemann
/s/ John H. Trescot, Jr. Director May 29, 1998
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John H. Trescot, Jr.
/s/ James E. Upfield Director May 29, 1998
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James E. Upfield
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Exhibit Index
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Sequential
Page Number
Exhibit No. Document Or Location
5.1 Opinion of Morgan F. Johnston, Esq. regarding
legality (including consent) 7
23.1 Consent of Deloitte and Touche LLP as
Accountants 9
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Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd. o Suite 1200 oIrving, TX 75039 o
(972) 401-0752 o Fax (972) 401-3110
Mailing Address: P.O. Box140908 o Irving, TX 75014-0908
An American Stock Exchange Company
June 1, 1998
Magnum Hunter Resources, Inc.
600 East Las Colinas Blvd., Suite 1200
Irving, Texas, 75039
Re: S-8 Registration Statement
Gentlemen:
At your request, I have examined the form of Registration Statement, No.
333- ____, which you have filed on June 1, 1998 with the Securities and Exchange
Commission, on Form S-8 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
1,482,058 shares of your Common Stock (the "Stock") to be issued upon exercise
of options pursuant to various employees stock option agreements (the
"Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Stock under the
Agreements;
4. The Registration Statement; and
5. The form of the Agreements.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
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Based on the foregoing, it is my opinion that the Stock to be sold under
the Registration Statement to the employees, subject to effectiveness of the
Registration Statement and compliance with applicable blue sky laws, when issued
under the Agreements or otherwise, will by duly and validly authorized, fully
paid and non-assessable.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) covers only matters of Nevada
and federal law and nothing in this opinion shall be deemed to imply any opinion
related to the laws of any other jurisdiction, (iii) may not be quoted or
reproduced or delivered by you to any other person, and (iv) may not be relied
upon for any other purpose whatsoever. Nothing herein shall be deemed to relate
to or constitute an opinion concerning any matters not specifically set forth
above.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Morgan F. Johnston
Morgan F. Johnston
General Counsel
Exhibit 23.1
Independent Auditor's Consent
We consent to the incorporation by reference in this Registration Statement of
Magnum Hunter Resources, Inc. on Form S-8 of our report dated March 13, 1998
(except for the last paragraphs of Note 5 and 16 to which the date is March 27,
1998), appearing in the Annual Report on Form 10- KSB of Magnum Hunter
Resources, Inc. for the year ended December 31, 1997.
Deloitte & Touche LLP
Dallas, Texas
June 1, 1998
