As filed with the Securities and Exchange Commission on November 27, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDISTO RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-0883077
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10375 Richmond Avenue, Suite 300
Houston, Texas 77042
(Address of Principal Executive Offices) (Zip Code)
1993 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Michael Y. McGovern
Chairman and Chief Executive Officer
Edisto Resources Corporation
10375 Richmond Avenue, Suite 300
Houston, Texas 77042
(713) - 782-0095
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================== ====================== ================== ===================== ======================
Proposed
Maximum Proposed
Amount to be Offering Price Maximum Offering Amount of
Title of Securities to be Registered Registered Per Share(1) Price Registration Fee
========================================== ====================== ================== ===================== ======================
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 50,000 shares $9.1875 $459,375 $139.20
========================================== ====================== ================== ===================== ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee, based upon the average of the high and low prices of a share of
the Company's Common Stock on the American Stock Exchange on
November 22, 1996 pursuant to Rule 457(c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with general Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-74600), as amended,
originally filed with the Securities and Exchange Commission (the "Commission")
on January 31, 1994, relating to the Registrant's 1993 Director Stock Option
Plan, as amended.
Item 8. Exhibits
EXHIBIT NUMBER DESCRIPTION
4.1* Edisto Resources Corporation 1993 Director
Stock Option Plan, as amended on
November 7, 1994.
5.1* Opinion of Snell & Smith, P.C.
23.1* The consent of Snell & Smith, P.C. is
included in the opinion filed as Exhibit
5.1 to this Registration Statement.
23.2* Consent of Arthur Andersen LLP.
24.1* Power of Attorney (set forth on the
signature page contained in Part II of this
Registration Statement).
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* Filed herewith.
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 the 25th day of November,
1996.
EDISTO RESOURCES CORPORATION
By: /S/ MICHAEL Y. MCGOVERN
Michael Y. McGovern
Chairman and Chief Executive
Officer
II-1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Edisto Resources Corporation (the "Company") hereby constitutes
and appoints Michael Y. McGovern and Jerry L. McNeill, or each of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ MICHAEL Y. MCGOVERN Chairman and Chief Executive November 25, 1996
Michael Y. McGovern Officer (Principal Executive
Officer)
/S/ JERRY L. MCNEILL Vice President, Controller and November 25, 1996
Jerry L. McNeill Chief Accounting Officer (Principal
Financial and Accounting Officer)
/S/ TIMOTHY J. ANDREWS Director November 25, 1996
Timothy J. Andrews
/S/ JOHN G. GRAHAM Director November 25, 1996
John G. Graham
/S/ VERNON T. JONES, SR. Director November 25, 1996
Vernon T. Jones, Sr.
/S/ LEONARD B. ROSENBERG Director November 25, 1996
Leonard B. Rosenberg
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
NUMBER DESCRIPTION
4.1* Edisto Resources Corporation 1993 Director Stock Option Plan,
as amended on November 7, 1994.
5.1* Opinion of Snell & Smith, P.C.
23.1* The consent of Snell & Smith, P.C. is included in the
opinion filed as Exhibit 5.1 to this Registration Statement
23.2* Consent of Arthur Andersen LLP.
24.1* Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
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* Filed herewith.
II-3
EXHIBIT 4.1
EDISTO RESOURCES CORPORATION
1993 DIRECTOR STOCK OPTION PLAN
(as amended November 7, 1994)
I. PURPOSE
The purpose of this 1993 Director Stock Option Plan (the "Plan") of Edisto
Resources Corporation (the "Company") is to encourage ownership in the Company
by outside directors of the Company whose continued services are considered
essential to the Company's continued progress, and to provide them with a
further incentive to continue as directors of the Company, and to increase the
value of the Company.
II. ELIGIBILITY
Each director of the Company is eligible to participate in the Plan,
unless he or she is an officer or employee of the Company or any subsidiary of
the Company ("Eligible Director").
III. STOCK SUBJECT TO THE PLAN
A. COMMON STOCK. The shares that are the subject of options granted under
the Plan shall be the Company's authorized but unissued shares of Common Stock,
$.01 par value ("Stock"). In connection with the issuance of shares of Stock
under the Plan, the Company may utilize shares repurchased in the open market or
otherwise.
B. AGGREGATE AMOUNT. The total number of shares subject to options granted
under the Plan shall not exceed 150,000 shares (subject to adjustment under
Article VIII). If any option shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
(unless the Plan shall have terminated) become available for other options under
the Plan.
IV. TERMS, CONDITIONS AND FORM OF OPTIONS
Each option granted under this Plan shall be evidenced by a written
agreement in substantially the form attached hereto as Exhibit A, which
agreement shall comply with and be subject to the following terms and
conditions:
A. NON-STATUTORY STOCK OPTIONS. All options granted under the Plan shall
be non statutory options not entitled to special tax treatment under Section 422
of the Internal Revenue Code of 1986, as amended to date and as may be further
amended from time to time (the "Code").
B. OPTION GRANT DATES. Options shall be granted automatically on July 1,
1993, the date of the 1994 annual meeting of the Corporation's shareholders
("Annual Meeting"), and thereafter on January 1 of each year, beginning January
1, 1995, while there are still shares reserved under the Plan for which options
have not been granted.
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<PAGE>
C. NUMBER OF OPTION SHARES. An option granted to an Eligible Director on
July 1, 1993, or the date of the 1994 Annual Meeting shall be an option to
acquire 3,000 shares, and thereafter an option granted to an Eligible Director
shall be an option to acquire 6,000 shares; PROVIDED HOWEVER, that if on a grant
date the number of remaining shares available for option grants is not large
enough to grant each Eligible Director an option for 6,000 shares, the number of
shares covered by the final option for each Eligible Director shall be reduced
proportionately to the nearest whole share so that the number of shares granted
under the Plan does not exceed the number of shares reserved under Article III
hereof.
D. TRANSFERABILITY. Each option granted under the Plan by its terms shall
not be transferable by the director otherwise than by will or by the laws of
descent and distribution, and shall be exercised during the lifetime of the
director only by such director.
E. TERM OF OPTION. For any options granted on January 1, 1995 and
thereafter, options become exercisable with respect to the first 33-1/3 percent
of the total number of shares subject to the option six months after the date
upon which they were granted, and the options shall become exercisable with
respect to the second and third 33-1/3 percent of such shares on the first and
second anniversaries, respectively, of the date on which the options were
granted. When an option becomes exercisable with respect to any 33-1/3 percent
installment of shares, the shares may be purchased at any time, or from time to
time, in whole or in part, until the option term expires; provided, however,
that any option granted pursuant to the Plan which has been outstanding for at
least six (6) months shall become exercisable in full upon the death of the
director or retirement of the director because of total and permanent disability
or retirement of the director at or after age seventy (70). In no event,
however, shall any option become exercisable prior to six (6) months following
shareholder approval of the Plan in the manner prescribed by Reg. ss. 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act"). Unless terminated earlier in accordance with the terms of the Plan, each
option granted on January 1, 1995 and thereafter shall terminate upon the
expiration of ten years after such option was granted.
F. CHANGE OF CONTROL. In the case of any merger, consolidation or
combination of the Company (other than a merger, consolidation or combination in
which the Company is the continuing entity and which does not result in the
outstanding shares of Stock being converted into or exchanged for different
securities, cash or other property, or any combination thereof), any director to
whom an option has been granted under the Plan shall have the right (subject to
the provisions of this Plan and any limitation applicable to such option),
thereafter and during the term of each such option, to receive upon exercise of
any option an amount equal to the excess of the fair market value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a share
of Stock over the exercise price of such option, multiplied by the number of
shares of Stock with respect to which such option shall have been exercised.
Such amount shall be payable in the kind or kinds of property payable in such
merger, consolidation or combination.
If a tender offer or exchange offer for the Stock (other than such an
offer by the Company) is commenced or if the shareholders of the Company shall
approve an agreement providing either for a transaction in which the Company
will cease to be an independent publicly-owned Company
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<PAGE>
or for a sale or other disposition of all or substantially all of the assets of
the Company, all options theretofore granted and not fully exercisable shall
become exercisable in full upon the happening of such event and shall remain so
exercisable for a period of 60 days following such date after which they shall
revert to being exercisable in accordance with their terms.
Notwithstanding the provisions of subparagraph H below, if any merger,
consolidation, combination, tender offer, exchange offer, or other transaction
described above results in any director ceasing to be a director of the Company,
then such director shall have the right to exercise such option for a period of
60 days following the date on which such director ceases to be a director of the
Company.
G. MANNER OF EXERCISE. Options may be exercised only by written notice to
the Company, which notice must specify the date of the stock option and the
number of shares of Stock covered by the exercise, accompanied by payment of the
full consideration for the shares as to which they are exercised in one or a
combination of the following alternative forms:
(i) cash (including check, bank draft or money order); (ii) shares
of Stock previously acquired and held for at least six (6) months and
standing in the name of the director equal in value on the date of
exercise to the option price of the shares being exercised hereunder; or
(iii) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company
the total option price in cash.
If the value of a certificate for shares tendered is in excess of the
option price, the excess representing any fraction of a share value will
be refunded to the director in cash by the Company, and any excess
representing whole share values will be refunded to the director by the
issuance of a new Stock certificate representing such whole shares. If the
director desires that the shares of Stock be registered in his or her name
and that of another as joint tenants with rights of survivorship, he or
she should so state in the notice. In no case may fewer than one hundred
(100) of such shares be purchased at any one time, except to purchase a
residue of fewer than one hundred (100) shares. An option may not be
exercised for a fractional share.
H. TERMINATION OF DIRECTORSHIP. All rights of a director in an option, to
the extent that such rights have not been exercised, shall terminate upon the
termination of his or her services as a director of the Company for any reason
other than the death of the director or retirement at or after age seventy (70)
or retirement because of total and permanent disability. In the case of such a
retirement, whether by reason of disability or age, a director's option shall
terminate one (1) year after the date of retirement or, if earlier, on the
original expiration date of the option. The foregoing notwithstanding, any
option granted to a director under the Plan and which has been outstanding for
at least six (6) months may be exercised by the personal representative of the
director's estate or by the person or persons to whom the option is transferred
pursuant to the director's will or in accordance with the laws of descent and
distribution at any time prior to the earlier of the one (1) year after the date
of the director's death or the original expiration date of such option; upon the
earlier of such events the option shall terminate.
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<PAGE>
V. OPTION PRICE
The option price per share for the shares covered by each option shall be
the fair market value (as determined in Article VI) of one (1) share of Stock as
of the date of grant of the option.
VI. VALUATION OF COMMON STOCK
For all valuation purposes under the Plan, the fair market value of a
share of Stock shall be the last trade price recorded by the American Stock
Exchange as of the close of trading activity on the date of the grant. If there
is no trade on such day, then the last trade price on the next preceding day for
which there does exist such a trade shall be determinative of fair market value
VII. NO RIGHT TO CONTINUE AS A DIRECTOR
Neither the Plan nor the granting of an option nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain a director for
any period of time or at any particular rate of compensation.
VIII. ADJUSTMENT TO STOCK
In the event any change is made to the Stock subject to the Plan or
subject to any outstanding option granted under the Plan (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure
or otherwise), then appropriate adjustments shall be made to the maximum number
of shares that may be the subject of options granted under the Plan and the
number of shares and price per share of Stock subject to outstanding options.
The grant of options under the Plan shall not affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
IX. EFFECTIVE DATE
The Plan shall take effect on the date of adoption by the Board of
Directors of the Company, but no shares of Stock shall be issued under the Plan
and no options granted under the Plan shall be exercisable before the Plan is
approved by the holders of at least a majority of the Company's voting stock
present or represented and voting at a duly held meeting at which a quorum is
present or represented. If such shareholder approval is not obtained, then any
options previously granted under the Plan shall terminate and no further options
shall be granted.
X. AMENDMENT OF THE PLAN
The Board of Directors of the Company may suspend or discontinue the Plan
or revise or amend it in any respect whatsoever; provided that the Board shall
not, without the approval of the Company's shareholders (i) materially increase
the number of shares of Stock which may be issued under the Plan (unless
necessary to effect the adjustments required under Article VIII) or other
benefits accruing to participants under the Plan, (ii) materially modify the
eligibility requirements
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<PAGE>
for awards under the Plan, or (iii) make any other change with respect to which
the Board of Directors determines that shareholder approval is required by
applicable law or regulatory standards; nor shall any amendment adversely affect
a director's rights under any option previously granted without the director's
consent. The provisions of this Plan that state or set forth a formula for
determining the amount, price and timing of awards of options and/or Stock shall
not be amended more than once every six (6) months.
XI. USE OF PROCEEDS
The cash proceeds received by the Company from the issuance of shares
pursuant to options under the Plan shall be used for general corporate purposes.
XII. REGULATORY APPROVALS
The implementation of the Plan, the granting of any option under the Plan,
and the issuance of Stock upon the exercise of any such option shall be subject
to the Company's procurement of all approvals and permits retired by regulatory
authorities having jurisdiction over the Plan, the options granted under it or
the Stock issued Pursuant to it.
XIII. ADMINISTRATION
The Plan shall be construed and interpreted by the members of the Board of
Directors of the Company who are also employees of the Company or employees of a
subsidiary of the Company. (Such members shall be referred to as the
"Committee"). The decision of a majority of the members of the Committee shall
constitute the decision of the Committee, and the Committee may act (a) at a
meeting at which a majority of the members of the Committee is present, (b) by
simultaneous telephonic communication, or (c) by a written consent signed by all
members of the Committee. The Committee shall also have authority to prescribe,
amend and rescind rules and regulations relating to the Plan, and to make all
other determinations necessary or advisable in the interpretation and
construction of the Plan. Such authority shall not, however, empower the
Committee to determine or change the amount, option price and/or timing of
awards under this Plan which are fixed in accordance with formula provisions
contained herein.
XIV. DELIVERY AND REGISTRATION OF STOCK
The Company's obligation to deliver shares with respect to an option
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the participant to whom such
shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of any federal, state or
local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the shares or other
action eliminating the necessity of such representation under securities
legislation. The Company shall not be required to deliver any shares under the
Plan prior to (i) the admission of such shares to listing on any stock exchange
or system on which shares may then be listed, and (ii) the completion of such
registration or other qualification of such shares under any state or federal
law, rule or regulation, as the Committee shall determine to be necessary or
advisable.
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<PAGE>
XV. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware and construed
accordingly.
XVI. SUCCESSORS
The Plan shall be binding upon the successors and assigns of the Company.
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EXHIBIT 5.1
SNELL & SMITH, P.C.
1000 Louisiana, Suite 3650
Houston, Texas 77002
November 25, 1996
Board of Directors
Edisto Resources Corporation
10375 Richmond Avenue, Suite 300
Houston, Texas 77042
Gentlemen:
We have acted as counsel to Edisto Resources Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of an additional
50,000 shares of common stock, par value $0.01 per share (the "Common Stock"),
of the Company issuable under the Edisto Resources Corporation 1993 Director
Stock Option Plan, as amended (the "Plan").
In such capacity, we have examined such corporate records and documents,
certificates of corporate and public officials and such other instruments as we
have deemed necessary for the purpose of the opinion contained herein. As to all
matters of fact material to such opinions, we have relied upon the
representations of officers of the Company. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity with the original of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the additional
shares of Common Stock to be issued by the Company pursuant to the Plan have
been duly authorized, and that the Common Stock, when issued in accordance with
the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SNELL & SMITH, P.C.
/s/ Snell & Smith, P.C.
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EXHIBIT 23.2
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 March
15, 1996, included in Edisto Resources Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995 and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
November 25, 1996
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