As filed with the Securities and Exchange Commission on September 30, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REMINGTON OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2369148
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8201 Preston Road, Suite 600, Dallas, Texas 75225-6211
(Address of principal executive offices) (Zip code)
1997 Stock Option Plan
(Full Title of the Plan)
J. Burke Asher
Vice President/Finance
Remington Oil and Gas Corporation
8201 Preston Road, Suite 600
Dallas, Texas 75225-6211
(214) 210-2650
(Name, address and telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share price (1) fee
- ------------------- ------------ ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock 2,750,000 $5.625 $15,468,750 $4,300.32
</TABLE>
(1) Estimated pursuant to Rule 457 for purposes of calculating the amount of
the registration fee based on the average of the high and the low price for
the Common Stock on September 28, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
registration statement:
(a) The Annual Report on Form 10-K of Remington Oil and Gas Corporation (the
"Company" or the "Registrant") for the year ended December 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended June
30, 1999; and
(c) The Company's registration statement on Form 8-A registering the Common
Stock under the Securities Exchange Act of 1934 (the "Exchange Act") (the
"Exchange Act Registration").
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of the
filing of this registration statement, and prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be a part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
W. Jefferson Burnett, General Counsel of the Registrant, has passed upon
the validity of the Common Stock registered pursuant hereto. Mr. Burnett
beneficially owns less than 1% of the outstanding shares of Common Stock of
the Company.
The financial statements incorporated herein by reference to the
Remington Oil and Gas Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, have been so incorporated in reliance upon the
report of Arthur Anderson LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The financial statements similarly incorporated herein by reference to
all documents subsequently filed by Remington Oil and Gas Corporation
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold, or which reregisters all securities then remaining
unsold, are and will be so incorporated by reference in reliance upon the
reports of Arthur Anderson LLP, and any other independent accountants,
relating to such financial statements and upon the authority of such
independent accountants as experts in auditing and accounting in giving such
reports to the extent that the particular firm has examined such financial
statements and consented to the use of their reports thereon.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to
directors and officers under certain circumstances for liabilities incurred
in connection with their activities in such capacities (including
reimbursement for expenses incurred). The Registrant's Certificate of
Incorporation, as amended, provides for the elimination of personal liability
of its directors to the full extent permitted by the Delaware General
Corporation Law. Section 6.4 of the Registrant's By-Laws provides that the
Company shall indemnify directors and officers under certain circumstances
for liabilities and expenses incurred by the reason of their activities in
such capacities. In addition, the Registrant has insurance policies that
provide liability coverage to directors and officers while acting in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
3.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference from Registrant's Annual Report on Form 10-K for fiscal year
ending December 31, 1998).
3.3 By-Laws of the Registrant, as amended (incorporated by reference from
Registrant's Annual Report on Form 10-K for fiscal year ending December 31,
1998).
5.1 Opinion of W. Jefferson Burnett, General Counsel of the Registrant.
10.25 Box Energy Corporation 1997 Stock Option Plan, as amended
(incorporated by reference from Registrant's Quarterly Report on Form 10-Q
for the quarter ending June 30, 1999).
23.1 Consent of W. Jefferson Burnett (included in Exhibit 5.1).
23.2 Consent of Arthur Anderson LLP.
24 Power of Attorney (included in the signature page of this registration
statement).
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 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or 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. Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low
and the high end of the estimated maximum offering range may be reflected in
the form of a prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3, and 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 SEC by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That for the purpose of determining any liability under the 1933 Act,
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 a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That for the purposes of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15 (d) of the
Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the 1933 Act
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 SEC such indemnification is
against public policy as expressed in the 1933 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 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 1933 Act and will be governed by
the final adjudication of the issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dallas, Texas, on
September 30, 1999.
REMINGTON OIL AND GAS CORPORATION
/s/ J. Burke Asher
-------------------------------------------
By: J. Burke Asher, Vice President/Finance
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement and power of attorney have been signed by the
following persons in the capacities and on the dates indicated.
By his signature, each of the following persons authorizes J. Burke Asher and
James A. Watt, or either of them, with full power of substitution, to execute
in his name and on his behalf, and to file any amendments (including, without
any limitation, post-effective amendments) to this registration statement
necessary or advisable in the opinion of either of them to enable the Company
to comply with the 1933 Act, and any rules, regulations and requirements of
the SEC thereunder, in connection with the registration of the additional
securities which are the subject of this registration statement.
Date: September 30, 1999
/s/ James A. Watt
- -----------------------------------------------
James A. Watt
Director, President and Chief Executive Officer
Date: September 30, 1999
/s/ J. Burke Asher
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J. Burke Asher
Vice President/Finance
Date: September 30, 1999
/s/ Edward V. Howard
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Edward V. Howard
Vice President/Controller
Date: September 30, 1999
/s/ David H. Hawk
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David H. Hawk
Director, Chairman of the Board
Date: September 30, 1999
/s/ Don D. Box
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Don D. Box
Director and Executive Vice President
Date: September 30, 1999
/s/ John E. Goble, Jr.
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John E. Goble, Jr.
Director
Date: September 30, 1999
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William E. Greenwood
Director
Date: September 30, 1999
/s/ James Arthur Lyle
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James Arthur Lyle
Director
Date: September 30, 1999
/s/ David E. Preng
- -----------------------------------------------
David E. Preng
Director
Date: September 30, 1999
/s/ Thomas W. Rollins
- -----------------------------------------------
Thomas W. Rollins
Director
Date: September 30, 1999
/s/ Alan C. Shapiro
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Alan C. Shapiro
Director
<PAGE>
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference from Registrant's Annual Report on Form 10-K for fiscal year
ending December 31, 1998).
3.3 By-Laws of the Registrant, as amended (incorporated by reference from
Registrant's Annual Report on Form 10-K for fiscal year ending December 31,
1998).
5.1 Opinion of W. Jefferson Burnett, General Counsel of the Registrant.
10.25 Box Energy Corporation 1997 Stock Option Plan, as amended
(incorporated by reference from Registrant's Quarterly Report on Form 10-Q
for the quarter ending June 30, 1999).
23.1 Consent of W. Jefferson Burnett (included in Exhibit 5.1).
23.2.1 Consent of Arthur Anderson LLP.
24 Power of Attorney (included in the signature page of this
registration statement).
<PAGE>
EXHIBIT 5.1
Remington Oil and Gas Corporation logo
8201 Preston Road,
Suite 600
Dallas, Texas 75225-6211
September 30, 1999
Remington Oil and Gas Corporation
8201 Preston Road
Suite 600
Dallas, Texas 75225-6211
Dear Sirs:
With reference to the registration statement on Form S-8 which Remington Oil
and Gas Corporation (the "Company") proposes to file with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended,
registering 2,750,000 common shares (par value $0.01 per share) of the
Company (the "Shares") which may be offered and sold by the Company under the
1997 Stock Option Plan of the Company (the "Plan"), I am of the opinion that:
1. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware;
2. all proper corporate proceedings have been taken so that any Shares to be
offered and sold which are newly issued have been duly authorized and, upon
sale and payment therefor in accordance with the Plan and the resolutions of
the Board of Directors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and nonassessable.
For purposes of this opinion, I have assumed the authenticity of all
documents submitted to me as originals and the conformity of the originals of
all documents submitted to me as copies. I have also assumed the genuineness
of the signatures of persons signing all documents in connection with which
this opinion is rendered, the authority of such persons signing on behalf of
the parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
I hereby consent to the filing of this opinion with the SEC in connection
with the registration statement referred to above.
Sincerely,
/s/ W. Jefferson Burnett
-----------------------------
By: W. Jefferson Burnett
General Counsel
<PAGE>
EXHIBIT 23.2.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 of our report dated March 23, 1999 included in
Form 10-K for the year ended December 31, 1998.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 30, 1999
