As filed with the Securities and Exchange Commission on August 25, 2000
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 Organization) (IRS Employer ID No.)
600 East Las Colinas Blvd., Suite 1100, Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
Form of Magnum Hunter Resources, Inc. 1997 Non-qualified Stock Option Agreements
Form of Magnum Hunter Resources, Inc. 1999 Non-qualified Stock Option Agreements
Form of Magnum Hunter Resources, Inc. 2000 Non-qualified Stock Option Agreements
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(Full Title of the Plans)
Morgan F. Johnston, Secretary,
600 East Las Colinas Blvd., Suite 1100, 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)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount
to be Offering Price Aggregate of
Title of Securities to be Registered Registered Per Share (1) Offering Price Registration Fee
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Common Stock, $0.002 par value per share 1,512,900 $2.77 $4,190,733 $1,106.35
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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.
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Item 3. Incorporation of Certain Documents by Reference.
Magnum Hunter Resources, Inc. (the "Registrant") incorporates by reference
into this Registration Statement the following documents filed by the Registrant
with the Securities and Exchange Commission (the "Commission"). The Securities
and Exchange Commission allows us to "incorporate by reference" other documents
filed with the Securities and Exchange Commission, which means that we can
disclose important information to you by referring you to other documents. The
documents that are incorporated by reference are legally considered to be a part
of this Registrant Statement.
The following documents are incorporated by reference into the Registration
Statement:
(1) Annual Report on Form 10-K for the year ended December 31, 1999;
(2) Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and
June 30, 2000;
(3) Definitive Proxy Statement relating to our 2000 annual meeting of
stockholders;
(4) 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; and
(5) Any filings with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 between the date of this Registration
Statement and the expiration of this offering.
As you read the above documents, you may find some inconsistencies in
information from one document to another. If you find inconsistencies between
the documents, or between a document and this Registration Statement, you should
rely on the statements made in the most recent document.
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.
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
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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.
Item 7. Exemption from Registration Claimed.
Does not apply
Item 8. Exhibits.
4.1 Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
Agreement dated December 11, 1997
4.2 Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
Agreement dated December 10, 1999
4.3 Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
Agreement dated July 21, 2000
5.1 Opinion of Morgan F. Johnston, Esq. regarding legality
(including consent)
23.1 Consent of Morgan F. Johnston (included as part of Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ryder Scott Company
23.4 Consent of Pollard, Gore and Harrison
24.1 Power of Attorney (included on signature page of this Registration
Statement)
Item 9. Undertakings.
(a) The 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 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;
(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 (A) (1) (i) and (A) (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 this 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.
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(b) The 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 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.
(c) 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 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.
[Rest of page intentionally left blank]
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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 25th day of August,
2000.
MAGNUM HUNTER RESOURCES, INC.
BY: /s/ Gary C. Evans
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Gary C. Evans, President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Magnum Hunter Resources, Inc. (the "Company"), a Nevada corporation,
hereby constitutes and appoints Gary C. Evans and Morgan F. Johnston, and each
of them, his or her true and lawful attorneys-in-fact to sign on his or her
behalf, as a director or officer, as the case may be, of the Company, a
Registration Statement(s) of Form S-8 (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, as amended, shares of
the Company's Common Stock, par value $0.002 per share, issuable pursuant to the
stock options registered hereunder, and to sign any or with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, any or all amendments and any or all post-effective amendments to the
Registration Statement whether on Form S-8 or otherwise, and all other documents
in connection therewith, to be filed 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 in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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
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/s/ Gary C. Evans Chief Executive Officer, August 25, 2000
Gary C. Evans President and Director
/s/ Matthew C. Lutz Executive Vice President August 25, 2000
Matthew C. Lutz
/s/ Chris Tong Senior Vice President and August 25, 2000
Chris Tong Chief Financial Officer
/s/ David S. Krueger Vice President and August 25, 2000
David S. Krueger Chief Accounting Officer
/s/ Gerald W. Bolfing Director August 25, 2000
Gerald W. Bolfing
/s/ Jerry Box Director August 25, 2000
Jerry Box
/s/ Oscar C. Lindemann Director August 25, 2000
Oscar C. Lindemann
/s/ John H. Trescot, Jr. Director August 25, 2000
John H. Trescot, Jr.
/s/ James E. Upfield Director August 25, 2000
James E. Upfield
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