<PAGE> 1
As filed with the Securities and Exchange Commission on October 15, 1996
Registration Statement No. 33-
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TOREADOR ROYALTY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0991164
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
530 PRESTON COMMONS WEST
8117 PRESTON ROAD 75225
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive
Offices)
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TOREADOR ROYALTY CORPORATION 1990 STOCK OPTION PLAN
TOREADOR ROYALTY CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTIONS
(Full title of the Plans)
---------------
Copy to:
PETER R. VIG JOE DANNENMAIER, ESQ.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER THOMPSON & KNIGHT
TOREADOR ROYALTY CORPORATION A PROFESSIONAL CORPORATION
DALLAS, TEXAS 75225 1700 PACIFIC AVENUE, SUITE 3300
(Name and address of agent for DALLAS, TEXAS 75201
service) (214) 969-1700
(214) 369-0080
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered(1) Registered(2) per Share(3) Price(3) Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.15625 225,000 shares $2.6875 $604,687.50 $184.00
per share
- -----------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.15625 200,000 shares $2.6875 $537,500 $163.00
per share
- -----------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.15625 340,000 shares $2.6875 $913,750 $277.00
per share
=================================================================================================================
</TABLE>
(1) This registration statement also covers an equal number of rights to
purchase shares of Toreador's Series A Junior Participating Preferred
Stock, par value $1.00 per share, issuable pursuant to Toreador's
Rights Agreement, which rights will be transferable only with related
shares of Common Stock.
(2) Represents (i) 225,000 shares issuable upon exercise of options
granted under the Toreador Royalty Corporation 1990 Stock Option Plan;
(ii) 200,000 shares issuable upon the exercise of options granted
under the Toreador Royalty Corporation 1994 Non-Employee Director
Stock Option Plan; and (iii) 340,000 shares issuable upon the exercise
of certain non-qualified options granted to certain employees,
directors and consultants of Toreador. Pursuant to Rule 416 under the
Securities Act of 1933, shares issuable upon any stock split, stock
dividend or similar transaction with respect to these shares are also
being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933 on the basis of the average of the high and low sales prices of
the Common Stock on the National Association of Securities Dealers
Automated Quotation National Market System on October 14, 1996.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ---------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(3) The description of the Common Stock of the Registrant contained in
the Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934 (Registration No. 0-2517), heretofore filed by
the Registrant with the Securities and Exchange Commission,
including any amendment or report filed for the purpose of updating
such description; and
(4) The description of Rights to purchase Series A Junior Participating
Preferred Stock, par value $1.00 per share, of the Registrant
(which rights are transferable only with related shares of Common
Stock) contained in the Registration Statement filed under Section
12 of the Securities Exchange Act of 1934 (Registration No.
0-2517), heretofore filed by the Registrant with the Securities and
Exchange Commission, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
<PAGE> 3
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. The Certificate of
Incorporation, as amended (the "Charter"), of the Registrant limits the
liability of directors of the Registrant (in their capacity as directors but
not in their capacity as officers) to the Registrant or its stockholders to the
fullest extent permitted by Delaware law. Specifically, under Delaware law,
directors of the Registrant will not be personally liable for monetary damages
for breach of a director's fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law ("DGCL"), which relates to unlawful
payments of dividends or unlawful stock repurchases or redemptions, or (iv) for
any transaction from which the director derived an improper benefit.
Section 145 of the DGCL provides that a Delaware corporation may
indemnify any person against expenses, judgments, fines and amounts paid in
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
the corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
that (i) he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and (ii) with respect
to any criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. If the action or suit is by or in the name of the
corporation, the corporation may indemnify any such person against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the Delaware
Court of Chancery or the court in which the action or suit is brought
determines upon application that, despite the adjudication of liability but in
light of the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court deems proper.
The Charter of the Registrant provides for indemnification, to the
fullest extent authorized by the Bylaws of the Registrant, the DGCL,
indemnification contract, or otherwise. Reference is made to Article 9 of the
Registrant's Amended and Restated Bylaws that provides for indemnification of
directors and officers of the Registrant, subject to certain limitations.
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<PAGE> 4
The Registrant maintains a directors' and officers' liability insurance
policy insuring its directors and officers against certain liabilities and
expenses incurred by them in their capacities as such and insuring the
Registrant, under certain circumstances, in the event that indemnification
payments are made by the Registrant to such directors and officers.
The foregoing summaries are necessarily subject to the complete text of
the statutes, Charter, Bylaws and insurance policy referred to above and are
qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to
Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994,
and incorporated herein by reference).
4.2 Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended
(previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1995, and incorporated herein by reference).
4.3 Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R.
Vig (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K
dated August 11, 1988, and incorporated herein by reference).
4.4 Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty
Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously
filed as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by reference).
4.5 Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990,
between Toreador Royalty Corporation and James S. Blair.
4.6 Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August,
John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
4.7 Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and
Thomas P. Kellogg, Jr.
4.8 Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C.
Marhanka and Earl V. Tessem, as amended.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
reference.
23.3 Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
24.1 Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
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.
Notwithstanding the foregoing, any increase in volume of securities
offered (if the total value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range, may be reflected in
the form of 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; and
(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;
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<PAGE> 6
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed 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 a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby further 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.
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<PAGE> 7
SIGNATURES
The Registrant. 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 Dallas, State of Texas on the 14th
day of October, 1996.
TOREADOR ROYALTY CORPORATION
(Registrant)
By: /s/ PETER R. VIG
--------------------
Peter R. Vig,
Chairman of the Board of Directors and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Toreador Royalty Corporation, a Delaware corporation, hereby
constitutes and appoints Peter R. Vig, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) 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, granting unto said
attorney-in-fact and agent, 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, acting alone, or his substitutes, may 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 by the following persons in the
capacities and on the date indicated.
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<PAGE> 8
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ PETER R. VIG Chairman, President, Treasurer, October 14, 1996
- --------------------------------- Chief Executive Officer and
Peter R. Vig Director (principal executive,
financial and accounting officer)
/s/ JAMES S. BLAIR Vice President - Land and October 14, 1996
- --------------------------------- Acquisitions, Assistant Secretary
James S. Blair and Assistant Treasurer
/s/ J.W. BULLION Secretary and Director October 14, 1996
- ---------------------------------
J.W. Bullion
/s/ DONALD E. AUGUST Director October 14, 1996
- ---------------------------------
Donald E. August
/s/ JOHN V. BALLARD Director October 14, 1996
- ---------------------------------
John V. Ballard
/s/ THOMAS P. KELLOGG, JR. Director October 14, 1996
- ---------------------------------
Thomas P. Kellogg, Jr.
/s/ JOHN MARK McLAUGHLIN Director October 14, 1996
- ---------------------------------
John Mark McLaughlin
/s/ JACK L. WOODS Director October 14, 1996
- ---------------------------------
Jack L. Woods
</TABLE>
-7-
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- --------
<S> <C>
4.1 Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference).
4.2 Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously
filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by reference).
4.3 Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R. Vig
(previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K dated
August 11, 1988, and incorporated herein by reference).
4.4 Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty
Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously filed
as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended
December 31, 1995, and incorporated herein by reference).
4.5* Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990,
between Toreador Royalty Corporation and James S. Blair.
4.6* Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August,
John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
4.7* Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and
Thomas P. Kellogg, Jr.
4.8* Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C. Marhanka
and Earl V. Tessem, as amended.
5.1* Opinion of Thompson & Knight, A Professional Corporation.
</TABLE>
- -------------------------
* Filed herewith.
-8-
<PAGE> 10
<TABLE>
<S> <C>
23.1* Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1).
23.2* Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
reference.
23.3* Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
24.1* Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
- -------------------------
* Filed herewith.
-9-
<PAGE> 1
EXHIBIT 4.5
February 28, 1990
Mr. James S. Blair
c/o Toreador Royalty Corporation
400 N. St. Paul, Suite 730
Dallas, TX 75201
Dear James:
This letter will confirm our agreement regarding your employment at
Toreador Royalty Corporation. The terms and conditions set forth herein shall
modify and supercede those terms and conditions stated in that certain letter
dated February 9, 1989 to Toreador.
During January, 1990, you were appointed by the Board of Directors as
Vice President of Land and Acquisitions. Effective March 1, 1990 the modified
terms of your employment for the year ending February 28, 1991 are as follows:
1) Your annual base salary shall be $85,000.00 and is to be paid in
equal semi-monthly installments payable on the 15th day and final
day, or last business day, of each month.
2) Our letter agreement of February 9, 1989, included a stock grant for
10,000 shares of Toreador common stock. 3,400 shares are earned and
granted as of March 1, 1990 with no forfeiture provisions and the
remaining 6,600 of these shares are subject to certain forfeiture
provisions as set out in the February 9, 1989 Agreement. The 10,000
shares, with appropriate legend, will be issued to you as soon as
practicable.
3) As of March 1, 1990, you have earned the option to purchase the
initial one-third of the shares (17,000) of Toreador common stock as
indicated on the February 9, 1989 Agreement. The balance of the
option remains subject to the terms of the February 9, 1989
Agreement. The only modification is the option amount for the second
and third years, which is to be 16,500 shares each year. The options
are exercisable at the market price of March 1, 1989, specifically
$2.46875 per share.
4) Toreador has begun the funding of an individual health and dental
insurance policy covering you and your immediate family
members. This policy is in your name and all premiums are paid by
Toreador.
<PAGE> 2
5) As of January 1, 1990 you are now included under Toreador's existing
corporate policies for long-term disability insurance and for the
Company's pension plan.
All other terms and conditions of the February 9, 1989 letter which
are not modified in this letter shall remain in force and effect.
Sincerely,
Peter R. Vig
Chairman
AGREED and ACCEPTED this
9th day of March, 1990.
/s/ JAMES S. BLAIR
- ------------------------------
James S. Blair
<PAGE> 3
February 9, 1989
Mr. Peter R. Vig
Toreador Royalty Corporation
1140 Hartford Bldg.
400 N. St. Paul
Dallas, Texas 75201
Dear Peter:
With reference to our several conversations regarding our discussions of my
employment at Toreador Royalty Corporation, this letter will set forth the
basic terms and conditions of our general agreement for employment:
1) My initial employment date will be March 1, 1989.
2) My annual salary for the initial year of employment shall be
$75,000, or a monthly salary of $6,250. Review of my salary
and performance shall occur no later than one (1) year from
the initial employment date.
3) The initial year's salary shall be guaranteed such that if
Toreador should elect to terminate me during the first year,
they would immediately tender to me the difference between the
yearly salary and the total amount of salary paid at the date
of termination.
4) Toreador shall set aside 10,000 shares of Toreador common
stock for me. These shares shall be granted to me on yearly
increments of one-third of the total for a period of three
years. That is, at the end of the initial year, Toreador will
grant to me 3400 shares of common stock with 3300 shares to be
granted upon the completion of each ensuing year.
5) Toreador will grant to me an option to purchase an additional
50,000 shares of common stock for the price of the stock on
March 1, 1989. This option shall extend for a period of ten
(10) years from the initial employment date, but will vest
over a period of three (3) years. Thus after the initial
year, the option would be for 17,000 shares; and, for 16,000
shares for each of the ensuing two years.
6) Toreador will provide me, my wife and children with full
health, medical and dental insurance. Initially this coverage
will be through the carrier of my coverage through my previous
employer's policy until such time as my wife's pregnancy has
been completed. At that time, Toreador may seek more
competitive rates
<PAGE> 4
Mr. Peter R. Vig
Toreador Royalty Corporation
February 9, 1989
Page 2.
with another carrier for essentially similar coverage and
benefits.
7) Toreador will provide under their existing corporate policies
coverage for long term disability as well as participation in
the company's pension plan.
8) Toreador will provide reimbursement to me for expenses
incurred in the normal course of business (i.e., travel,
lodging, meals and entertainment, etc).
9) Toreador will provide me with three (3) weeks paid vacation
during the course of each year. Any carryover days will be
taken during the first quarter of the following year.
10) Toreador will provide for the payment of initiation dues to a
private club in the downtown area for the purpose of
entertainment of clients. I may elect to exercise this option
at any time during my employment with Toreador.
11) Toreador will furnish me with a paid, covered parking space in
the immediate area of the building.
12) My title at Toreador will be Vice President of Land and
Acquisitions.
Should the above items represent your understanding of our agreement, please
indicate your acceptance in the space provided hereinbelow and return one copy
to me.
Yours very truly,
James S. Blair
AGREED AND ACCEPTED THIS
20th DAY OF FEBRUARY, 1989.
PETER R. VIG, CHAIRMAN
TOREADOR ROYALTY CORPORATION
/s/ PETER R. VIG
- ---------------------------------
Peter R. Vig
<PAGE> 1
EXHIBIT 4.6
TOREADOR ROYALTY CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 24th day of May, 1991,
between Toreador Royalty Corporation, a Delaware Corporation (the
"Corporation"), and ________________ (the "Director") in connection with the
grant of a Nonstatutory Option (hereinafter defined).
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions of this Agreement,
the Board of Directors of the Corporation has determined that it is desirable
to grant an option to the Director, who currently serves as a director of the
Corporation but is not employed by the Corporation or any of its affiliates;
NOW, THEREFORE, the parties agree as follows:
1.0 Definitions. For purposes of this Agreement, the following terms
shall have the meanings specified below:
1.1 "Affiliates" shall mean (a) any Corporation, other than the
Corporation, in an unbroken chain of Corporations ending with the Corporation
if each of the Corporations, other than the Corporation, owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of Stock in one of the other corporations in such chain and (b) any
corporation, other than the Corporation, in an unbroken chain of corporations
beginning with the Corporation if each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
1.2 "Board of Directors" shall mean the board of directors of the
Corporation.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.4 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
1.5 "Nonstatutory Option" shall mean a stock option that is not
intended to be or is not denominated as an incentive stock option (within the
meaning of Section 422A of the Code).
1.6 "Securities Act" shall mean the Securities Act of 1933, as
amended.
1.7 "Stock" shall mean the Corporation's authorized $.15625 par value
common stock together with any other securities with respect to which Options
granted hereunder may become exercisable.
2.0 Grant of Nonstatutory Option. The Corporation hereby grants to
the Director the option to purchase, as hereinafter set forth, 10,000 shares of
common stock of the Corporation at the price of $3.625 per share, for a period
commencing on the date of the annual meeting of stockholders in 1992 and
terminating on the first to occur of (i) the expiration of ten (10) years from
the date of this Agreement and (ii) the date on which the Director's service as
a director of the Corporation terminates for any reason; provided that the
number of shares purchasable hereunder in any period or periods of time during
which the option evidenced hereby is exercisable shall be limited as follows:
(a) 3,400 shares are purchasable, in whole at any time or in
part from time to time, commencing on the date of the annual meeting of
stockholders in 1992, if the Director serves as a director until that date;
<PAGE> 2
(b) an additional 3,300 shares are purchasable, in whole at
any time or in part from time to time, commencing on the date of the annual
meeting of stockholders in 1993, if the Director serves as a director until
that date; and
(c) an additional 3,300 shares are purchasable, in whole at
any time or in part from time to time, commencing on the date of the annual
meeting of stockholders in 1994, if the Director serves as a director until
that date.
3.0 Notice of Exercise. This Nonstatutory Option may be exercised in
whole or in part, from time to time, in accordance with Paragraphs 2.0 and 9.0,
by written notice to the Corporation at the address provided in Paragraph 12.0,
which notice shall:
(a) specify the number of shares of Stock to be purchased and
the exercise price to be paid therefor;
(b) if the person exercising this Nonstatutory Option is not
the Director himself, contain or be accompanied by evidence satisfactory to the
Board of Directors of such person's right to exercise this Nonstatutory Option;
and
(c) be accompanied by (i) payment in full of the purchase
price in the form of a certified or cashier's check to the order of the
Corporation, (ii) with the consent of the Board of Directors, payment in the
form of shares of Stock owned by the Director for at least six months and which
are at least equal in value to the aggregate exercise price payable in
connection with such exercise, (iii) with the consent of the Board of
Directors, a combination of (i) and (ii).
4.0 Agreement of Director Regarding Directorship. The Director
hereby agrees to continue to serve the Corporation as a director until at least
the date of the annual meeting of stockholders in 1992.
5.0 Investment Letter. The Director agrees that the shares of Stock
acquired on exercise of this Nonstatutory Option shall be acquired for his own
account for investment only and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act or other applicable securities laws. If the Board of Directors
so determines, any Stock certificates issued upon exercise of this Nonstatutory
Option shall bear a legend to the effect that the shares have been so acquired.
The Corporation may, but in no event shall be required to, bear any expenses of
complying with the Securities Act, other applicable securities laws or the
rules and regulations of any national securities exchange or other regulatory
authority in connection with the registration, qualification, or transfer, as
the case may be, of this Nonstatutory Option or any shares of Stock acquired
upon the exercise thereof. The foregoing restrictions on the transfer of the
shares of Stock shall be inoperative if (a) the Corporation previously shall
have been furnished with an opinion of counsel, satisfactory to it, to the
effect that such transfer will not involve any violation of the Securities Act
or other applicable securities laws or (b) the shares of Stock shall have been
duly registered in compliance with the Securities Act and other applicable
securities laws. If this Nonstatutory Option, or the shares of Stock subject
to this Nonstatutory Option, are so registered under the Securities Act, the
Director agrees that he will not make a public offering of the said shares
except on a national securities exchange on which the Stock of the Corporation
is then listed.
6.0 Transfer and Exercise of Nonstatutory Option. This Nonstatutory
Option shall not be transferable except by will or by the laws of descent and
distribution. During the Director's lifetime this Nonstatutory Option may be
exercised only by him. No assignment or transfer of this Nonstatutory Option,
whether voluntary or involuntary, by operation of law of descent or
distribution, shall vest in the assignee or transferee any interest or right
whatsoever in this Nonstatutory Option.
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<PAGE> 3
7.0 Status of Director. The Director shall not be deemed to be a
stockholder of the Corporation with respect to any of the shares of Stock
subject to this Nonstatutory Option, except to the extent that such shares
shall have been purchased and transferred to him. The Corporation shall not be
required to issue or transfer any certificates for shares of Stock purchased
upon exercise of this Nonstatutory Option until all applicable requirements of
law have been complied with and such shares shall have been duly listed on any
securities exchange on which the Stock may then be listed.
8.0 No Effect on Capital Structure. This Nonstatutory Option shall
not affect the right of the Corporation or any Affiliate thereof to reclassify,
recapitalize or otherwise change its capital or debt structure or to merge,
consolidate, convey any or all of its assets, dissolve, liquidate, windup, or
otherwise reorganize.
9.0 Premature Expiration of Nonstatutory Option.
(a) Termination of Directorship - General. If Director ceases
to be a director of the Corporation and its Affiliates because the Director
voluntarily resigns, the Director shall have the right for three (3) months
after such termination to exercise this Nonstatutory Option with respect to
that portion hereof that has become exercisable pursuant to this Agreement as
of the date of such removal or resignation, and thereafter this Nonstatutory
Option shall terminate and cease to be exercisable; provided, however, that if
the Director ceases to be a director of the Corporation on account of fraud,
dishonesty or other acts detrimental to the Corporation or any Affiliate, the
portion, if any, of this Nonstatutory Option that remains unexercised,
including that portion, if any, that pursuant to this Agreement is not
exercisable, at the time of the Director's removal shall immediately terminate
and cease to be exercisable as of such time.
(b) Termination of Directorship - Disability. If the Director
resigns or is removed from his position as a director of the Corporation and by
reason of disability (as defined in section 22(e) (3) of the Code), the
Director shall have the right for twelve (12) months after the date of such
removal or resignation by reason of disability, to exercise this Nonstatutory
Option to the extent this Nonstatutory Option is exercisable on the date of
such resignation or removal, and thereafter this Nonstatutory Option shall
terminate and cease to be exercisable.
(c) Termination of Directorship - Death. If the Director dies
while a director of the Corporation, this Nonstatutory Option shall be
exercisable by the Director's legal representatives, legatees, or distributees
for twelve (12) months following the date of the Director's death to the extent
this Nonstatutory Option is exercisable on the Director's date of death, and
thereafter this Nonstatutory Option shall terminate and cease to be
exercisable.
10.0 Adjustments Upon Changes in Capitalization Merger, Etc.
Notwithstanding any other provision hereof, in the event of any change in the
number of outstanding shares of Stock effected without receipt of consideration
therefor by the Corporation, by reason of a stock dividend, or split,
combination, exchange of shares or other recapitalization, merger, or
otherwise, in which the Corporation is the surviving Corporation, the number
and class of shares subject to this Nonstatutory Option and the exercise price
of this Nonstatutory Option shall be automatically adjusted to accurately and
equitably reflect the effect thereupon of such change, provided that any
fractional share resulting from such adjustment may be eliminated. In the
event of a dispute concerning such adjustment, the decision of the Board of
Directors shall be conclusive. The number of shares subject to this
Nonstatutory Option shall be automatically reduced by any fraction included
therein which results from any adjustment made pursuant to this Paragraph 10.0.
A dissolution or liquidation of the Corporation; a sale of all or substantially
all of the assets of the Corporation where it is contemplated that within a
reasonable period of time thereafter the Corporation will either be liquidated
or converted into a nonoperating company or an extraordinary dividend will be
declared resulting in a partial liquidation of the Corporation; a merger or
consolidation (other than a merger effecting a reincorporation of the
Corporation in another state or any other merger or a consolidation in which
the stockholders of the surviving Corporation and their proportionate interests
therein immediately after the merger or consolidation are substantially
identical to the
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<PAGE> 4
stockholders of the Corporation and their proportionate interests therein
immediately prior to the merger or consolidation) in which the Corporation is
not the surviving Corporation (or survives only as a subsidiary of another
Corporation in a transaction in which the stockholders of the parent of the
Corporation and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the
Corporation and their proportionate interests therein immediately prior to the
transaction); or a transaction in which another Corporation becomes the owner
of 50% or more of the total combined voting power of all classes of stock of
the Corporation shall cause this Nonstatutory Option to terminate, but the
Director shall, in any event, have the right, immediately prior to such
dissolution, liquidation, merger, consolidation, or transaction, to exercise
this Nonstatutory Option, to the extent not theretofore exercised, without
regard to the determination as to the periods and installments of
exercisability made pursuant to Paragraph 2.0 if (and only if) this
Nonstatutory Option has not at that time expired or been terminated. Such
acceleration of exercisability shall not apply to this Nonstatutory Option if
any surviving or acquiring Corporation agrees to assume this Nonstatutory
Option in connection with the merger, consolidation, or transaction.
11.0 Board of Directors Authority. Any question concerning the
interpretation of this Agreement, any adjustments required to be made under
Paragraph 10.0 of this Agreement, and any controversy which may arise under
this Agreement shall be determined by the Board of Directors in its sole
discretion.
12.0 Notice. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to be
delivered on the date which it is personally delivered, or, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. The Corporation or the
Director may change, at any time and from time to time, by written notice to
the other, the address previously specified for receiving notices. Until
changed in accordance herewith, the Corporation and the Director specify their
respective addresses as set forth below:
Corporation: Toreador Royalty Corporation
730 Hartford Building
400 North St. Paul
Dallas, Texas 75201
Director:
----------------------------
Toreador Royalty Corporation
730 Hartford Building
400 North St. Paul
Dallas, Texas 75201
13.0 Governing Law. The provisions of this Agreement shall be
governed by the contract law of the State of Texas.
14.0 Amendment. This Agreement may be amended, and the terms hereof
may be waived, only by a written instrument signed by the Corporation and the
Director or, in the case of a waiver, by the party waiving compliance;
provided, however, the Corporation may not, without the approval of the
stockholders of the Corporation, make any amendment or effect any waiver that
operates (i) to increase the number of shares covered hereby or decrease the
purchase price hereunder (other than as provided in Paragraph 10.0 hereof),
(ii) to extend the term of the option or (iii) otherwise to materially increase
the benefits accruing to the Director.
15.0 Effective Date. The option and rights granted herein are
conditional on and shall be of no force or effect, and no option shall be
exercised, unless and until (i) approval of this Agreement by the affirmative
vote of the holders of a majority of the outstanding shares of common stock of
the Corporation at a meeting of stockholders held within one (1) year of the
date hereof and (ii) receipt by the Corporation of a favorable no-action
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<PAGE> 5
response, satisfactory to counsel for the Corporation, from the staff of the
Securities and Exchange Commission to the Corporation's position to the effect
that (a) this Agreement meets the requirements of Rule 16b-3, as in effect
prior to the amendments thereto which became effective May 1, 1991 ("Rule
16b-a"), promulgated by the Securities and Exchange Commission under the
Exchange Act and (b) the Director's receipt of the option and rights herein
granted will not prohibit the Director from being a "disinterested person"
within the meaning of Rule 16b-3 with respect to the Corporation's 1990 Stock
Option Plan.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed and the Director has hereunto set his hand on the day and year first
above written.
TOREADOR ROYALTY CORPORATION
By:
-----------------------------
Peter R. Vig,
Chairman of the Board
------------------------------------
Director
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<PAGE> 1
EXHIBIT 4.7
TOREADOR ROYALTY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and
entered into as of this 17th day of February, 1994, by and between Toreador
Royalty Corporation, a Delaware corporation (the "Company"), and Thomas P.
Kellogg, Jr. ("Director");
W I T N E S S E T H:
WHEREAS, Director currently serves as a Non-Employee Director of the
Company; and
WHEREAS, the Company desires to extend to Director the opportunity to
acquire Common Stock as an added incentive for Director to continue serving as
a Director of the Company and to advance the interests of the Company; and
WHEREAS, the Board of Directors of the Company (the "Board") has
authorized and approved the grant of non-qualified stock options to Director
subject to the terms and conditions herein provided; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Grant of Option and Option Period. The Company hereby grants
to Director as of the date of this Agreement (the "Grant Date"), subject to the
provisions of Section 2 hereof and as hereinafter set forth, an option (the
"Option") to purchase 10,000 shares of Common Stock, par value $.15625 per
share, of the Company ("Common Stock") at the price of $3.625 per share, at any
time or (with respect to partial exercises) from time to time during a period
commencing on the first anniversary of the Grant Date and ending on February
17, 2004 (the "Option Period"), provided that the number of shares purchasable
hereunder in any period or periods of time during which the Option is exercised
shall be limited as follows:
(a) 3,400 shares are purchasable, in whole at any time or
in part from time to time, commencing February 17, 1995, if Director
serves as a director of the Company until that date;
(b) an additional 3,300 shares are purchasable, in whole
at any time or in part from time to time, commencing February 17,
1996, if Director serves as a director of the Company until that date;
(c) an additional 3,300 shares are purchasable, in whole
at any time or in part from time to time, commencing February 17,
1997, if Director serves as a director of the Company until that date.
<PAGE> 2
2. Termination of Service. Any provision of Section 1 hereof to
the contrary notwithstanding:
(a) If Director ceases to be a member of the Board on
account of Director's (i) fraud or intentional misrepresentation or
(ii) embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any direct or indirect majority-owned
subsidiary of the Company, then the Option shall automatically
terminate and be of no further force or effect as of the date Director
ceases to be a member of the Board;
(b) If Director shall die during the Option Period while
a member of the Board, the Option may be exercised, to the extent that
Director was entitled to exercise it at the date of Director's death,
within one year after such death (if otherwise within the Option
Period), but not thereafter, by the executor or administrator of the
estate of Director or by the person or persons who shall have acquired
the Option directly from Director by bequest or inheritance; and
(c) If Director ceases to be a member of the Board for
any reason (other than the circumstances specified in paragraphs (a)
and (b) of this Section 2) within the Option Period, the Option may be
exercised, to the extent Director was able to do so at the date of
termination of the directorship, within three (3) months after such
termination (if otherwise within the Option Period), but not
thereafter.
3. Exercise During Service. Except as provided in Section 2
hereof, the Option may not be exercised unless Director is at the time of
exercise serving as a director of the company, and except as provided in
Section 2, such Option shall terminate upon termination of Director's service
as a director of the Company.
4. Agreement of Director. As consideration for the Company's
grant of the Option, Director agrees to continue to serve the Company as a
director at the pleasure of the Company's stockholders for a continuous period
of one year from the Grant Date at the retainer rate and fee schedule, if any,
in effect as of the date hereof or at such changed rate or schedule as the
Company from time to time may establish; provided, that nothing in the Plan or
in this Agreement shall confer upon Director any right to continue as a member
of the Board.
5. Exercise of Option. The Option may be exercised by written
notice signed by Director and delivered to the Secretary of the Company or sent
by United States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of its Secretary) at its corporate office in
Dallas, Texas. Such notice shall state the number of shares as to which the
Option is exercised and shall be accompanied by the full amount of the purchase
price of such shares, in cash or by check. Any such notice shall be deemed
given on the date on which the same was deposited in a regularly maintained
receptacle for the deposit of United States mail, addressed and sent as
above-stated, or, in the case of hand delivery, on the date of receipt thereof
by the Secretary of the Company. Promptly after demand by the Company,
Director shall pay to the Company an amount equal to applicable withholding
taxes, if any, due in connection with
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<PAGE> 3
the exercise of the Option. In the event of Director's death, the executor or
administrator of Director's estate (or anyone who shall have acquired the
Option by will or pursuant to the laws of descent and distribution) may
exercise the Option in accordance with the provisions of this Agreement.
6. Delivery of Certificates Upon Exercise of the Option.
Delivery of a certificate or certificates representing the purchased shares of
Common Stock shall be made promptly after receipt of notice of exercise and
payment of the purchase price and the amount of any withholding taxes to the
Company, if required. If the Company so elects, it obligation to deliver
shares of Common Stock upon the exercise of the Option shall be conditioned
upon its receipt from the person exercising the Option of an executed
investment letter, in form and content satisfactory to the Company and its
legal counsel, evidencing the investment intent of such person and such other
matters as the Company may reasonably require. It the Company so elects, the
certificate or certificates representing the shares of Common Stock issued upon
exercise of the Option shall bear a legend in substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED
THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO
THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
7. Adjustments Upon Changes in Common Stock. In the event that
before delivery by the Company of all the shares in respect of which the Option
is granted, the Company shall have effected a Common Stock split or dividend
payable in Common Stock, or the outstanding Common Stock of the Company shall
have been combined into a smaller number of shares, the shares still subject to
the Option shall be increased or decreased to reflect proportionately the
increase or decrease in the number of shares outstanding, and the purchase
price per share shall be decreased or increased so that the aggregate purchase
price for all the then optioned shares shall remain the same as immediately
prior to such split, dividend or combination. In the event of a
reclassification of Common Stock not covered by the foregoing, or in the event
of a liquidation, separation or reorganization, including a merger,
consolidation or sale of assets, the Board shall make such adjustments, if any,
as it may deem appropriate in the number, purchase price and kind of shares
still subject to the Option. The provisions of this Section 7 shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
8. Transferability. The Option evidenced hereby is not
transferable otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations
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<PAGE> 4
order as defined in the Code or in Title I of the Employee Retirement Income
Security Act of 1974, as amended, and during the lifetime of Director is
exercisable only by Director.
9. Applicable Law. All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of Texas except to the extent preempted by Federal law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The "Company"
TOREADOR ROYALTY CORPORATION
By: /s/ PETER R. VIG
-----------------------------------
Peter R. Vig, Chairman
and Chief Executive Officer
"Director"
/s/ THOMAS P. KELLOGG, JR.
----------------------------------------
Thomas P. Kellogg, Jr.
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<PAGE> 1
EXHIBIT 4.8
TOREADOR ROYALTY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and
entered into as of this 8th day of September, 1994, by and between Toreador
Royalty Corporation, a Delaware corporation (the "Company"), and
_________________________ ("Optionee");
W I T N E S S E T H:
WHEREAS, Optionee is an independent petroleum engineer and provides
consulting services ("Services") to the Company in such capacity; and
WHEREAS, the Company desires to extend to Optionee the opportunity to
acquire Common Stock as an added incentive for Optionee to continue providing
Services to the Company and to advance the interests of the Company; and
WHEREAS, the Board of Directors of the Company has authorized and
approved the grant of non-qualified stock options to Optionee subject to the
terms and conditions herein provided; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Grant of Option and Option Period. The Company hereby grants
to Optionee as of the date of this Agreement (the "Grant Date"), subject to the
provisions of Section 2 hereof and as hereinafter set forth, an option (the
"Option") to purchase 10,000 shares of Common Stock, par value $.15625 per
share, of the Company ("Common Stock") at the price of $3.25 per share, at any
time or (with respect to partial exercises) from time to time during a period
commencing on the first anniversary of the Grant Date and ending on September
8, 2004 (the "Option Period"), provided that the number of shares purchasable
hereunder in any period or periods of time during which the Option is exercised
shall be limited as follows:
(a) only 33 1/3% of such shares (if a fractional number,
then the next lower whole number) are purchasable, in whole at any
time or in part from time to time, commencing September 8, 1995, if
Optionee provides Services to the Company until that date;
(b) an additional 33 1/3% of such shares (if a fractional
number, then the next lower whole number) are purchasable, in whole at
any time or in part from time to time, commencing September 8, 1996,
if Optionee provides Services to the Company until that date;
<PAGE> 2
(c) the remainder of such shares are purchasable, in
whole at any time or in part from time to time, commencing September
8, 1997, if Optionee provides Services to the Company until that date.
2. Termination of Service. Any provision of Section 1 hereof to
the contrary notwithstanding:
(a) If Optionee ceases to provide Services to the Company
on account of Optionee's fraud, dishonesty or intentional
misrepresentation, then the Option shall automatically terminate and
be of no further force or effect as of the date Optionee ceases to
provide Services to the Company;
(b) If Optionee shall die during the Option Period while
providing Services to the Company, the Option may be exercised, to the
extent that Optionee was entitled to exercise it at the date of
Optionee's death, within one year after such death (if otherwise
within the Option Period), but not thereafter, by the executor or
administrator of the estate of Optionee or by the person or persons
who shall have acquired the Option directly from Optionee by bequest
or inheritance; and
(c) If Optionee ceases to provide Services to the Company
for any reason (other than the circumstances specified in paragraphs
(a) and (b) of this Section 2) within the Option Period, the Option
may be exercised, to the extent Optionee was able to do so at the date
of termination of Services, within three (3) months after such
termination (if otherwise within the Option Period), but not
thereafter.
3. Exercise During Service. Except as provided in Section 2
hereof, the Option may not be exercised unless Optionee is at the time of
exercise providing Services to the Company.
4. Exercise of Option. The Option may be exercised by written
notice signed by Optionee and delivered to the Secretary of the Company or sent
by United States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of its Secretary) at its corporate office in
Dallas, Texas. Such notice shall state the number of shares as to which the
Option is exercised and shall be accompanied by the full amount of the purchase
price of such shares, in cash or by check. Any such notice shall be deemed
given on the date on which the same was deposited in a regularly maintained
receptacle for the deposit of United States mail, addressed and sent as
above-stated, or, in the case of hand delivery, on the date of receipt thereof
by the Secretary of the Company. In the event of Optionee's death, the
executor or administrator of Optionee's estate (or anyone who shall have
acquired the Option by will or pursuant to the laws of descent and
distribution) may exercise the Option in accordance with the provisions of this
Agreement.
5. Delivery of Certificates Upon Exercise of the Option.
Delivery of a certificate or certificates representing the purchased shares of
Common Stock shall be made promptly after receipt of notice of exercise and
payment of the purchase price. If the Company so elects, it
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<PAGE> 3
obligation to deliver shares of Common Stock upon the exercise of the Option
shall be conditioned upon its receipt from the person exercising the Option of
an executed investment letter, in form and content satisfactory to the Company
and its legal counsel, evidencing the investment intent of such person and such
other matters as the Company may reasonably require. It the Company so elects,
the certificate or certificates representing the shares of Common Stock issued
upon exercise of the Option shall bear a legend in substantially the following
form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED
THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO
THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
6. Adjustments Upon Changes in Common Stock. In the event that
before delivery by the Company of all the shares in respect of which the Option
is granted, the Company shall have effected a Common Stock split or dividend
payable in Common Stock, or the outstanding Common Stock of the Company shall
have been combined into a smaller number of shares, the shares still subject to
the Option shall be increased or decreased to reflect proportionately the
increase or decrease in the number of shares outstanding, and the purchase
price per share shall be decreased or increased so that the aggregate purchase
price for all the then optioned shares shall remain the same as immediately
prior to such split, dividend or combination. In the event of a
reclassification of Common Stock not covered by the foregoing, or in the event
of a liquidation, separation or reorganization, including a merger,
consolidation or sale of assets, the Board shall make such adjustments, if any,
as it may deem appropriate in the number, purchase price and kind of shares
still subject to the Option. The provisions of this Section 6 shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
7. Transferability. The Option evidenced hereby is not
transferable otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined in the Code or
in Title I of the Employee Retirement Income Security Act of 1974, as amended,
and during the lifetime of Optionee is exercisable only by Optionee.
8. Applicable Law. All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of Texas except to the extent preempted by Federal law.
-3-
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The "Company"
TOREADOR ROYALTY CORPORATION
By:
--------------------------------
Peter R. Vig, Chairman and
Chief Executive Officer
"Optionee"
-------------------------------------
-----------------
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<PAGE> 5
TOREADOR ROYALTY CORPORATION
530 PRESTON COMMONS WEST
8117 PRESTON ROAD
DALLAS, TEXAS 75225
May 15, 1995
c/o Toreador Royalty Corporation
530 Preston Commons West
8117 Preston Road
Dallas, Texas 75225
Re: Amendment to Non-Qualified Stock Option Agreement
Dear :
------------
Reference is made to that certain Non-Qualified Stock Option Agreement
(the "Agreement") dated as of September 8, 1994, between you and Toreador
Royalty Corporation (the "Company"). The Board of Directors of the Company has
authorized an amendment to the Agreement to allow for accelerated vesting of
options granted under the Agreement upon the occurrence of a change in control
of the Company.
Accordingly, the Agreement is hereby amended effective as of April 25,
1995 by deleting Section 6 in its entirety and inserting in its place a new
Section 6 which shall be and read as follows:
6. Adjustments Upon Changes in Capitalization, Merger, Etc. In
the event that, before delivery by the Company of all of the shares of
Common Stock in respect of which this Option has been granted the
Company shall have effected a split of the Common Stock, a dividend
payable in Common Stock or combination of Common Stock into a smaller
number of shares, the shares still subject to Option shall be
increased or decreased proportionately and the purchase price per
share shall be decreased or increased proportionately so that the
aggregate purchase price for all of the shares then subject to the
Option shall remain the same as immediately prior to such split,
dividend or combination.
In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization
(including a merger, consolidation or sale of assets) of the Company,
the Board shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares covered
by the unexercised portions of the Option. The provisions of this
Section 6 shall only be applicable if, and only to the extent that,
the application thereof does not conflict with any valid governmental
statute, regulation or rule.
<PAGE> 6
May 15, 1995
Page 2
Notwithstanding any indication to the contrary in the preceding
paragraphs of this Section 6, upon the occurrence of a "Change in
Control" (as hereinafter defined) of the Company, the maturity of the
Option shall be accelerated automatically, so that the Option shall
become exercisable in full with respect to all shares as to which the
Option shall not have previously been exercised or become exercisable;
provided, however, that no such acceleration shall occur with respect
to this Option if Optionee ceases to provide services to the Company
prior to the occurrence of such Change in Control.
For purposes of the Plan, a "Change in Control" of
the Company shall be deemed to have occurred if:
(a) the stockholders of the Company shall approve:
(i) any merger, consolidation or
reorganization of the Company (a "Transaction") in
which the stockholders of the Company immediately
prior to the Transaction would not, immediately after
the Transaction, beneficially own, directly or
indirectly, shares representing in the aggregate more
than 50% of all votes to which all stockholders of
the corporation issuing cash or securities in the
Transaction (or of its ultimate parent corporation,
if any) would be entitled under ordinary
circumstances in the election of directors, or in
which the members of the Company's Board immediately
prior to the Transaction would not, immediately after
the Transaction, constitute a majority of the board
of directors of the corporation issuing cash or
securities in the Transaction (or of its ultimate
parent corporation, if any),
(ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions contemplated or arranged by any party as
a single plan) of all or substantially all of the
Company's assets, or
<PAGE> 7
May 15, 1995
Page 3
(iii) any plan or proposal for the
liquidation or dissolution of the Company;
(b) individuals who constitute the Company's
Board as of the date of adoption of the Plan by the Board (the
"Incumbent Directors") cease for any reason to constitute at
least a majority of the Board; provided, however, that for
purposes of this subparagraph (b), any individual who becomes
a Director of the Company subsequent to the date of adoption
of the Plan by the Board, and whose election, or nomination
for election by the Company's stockholders, is approved by a
vote of at least a majority of the Incumbent Directors who are
Directors at the time of such vote, shall be considered an
Incumbent Director; or
(c) any "person," as that term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any of
its subsidiaries, any employee benefit plan of the Company or
any of its subsidiaries, or any entity organized, appointed or
established by the Company for or pursuant to the terms of
such plan), together with all "affiliates" and "associates"
(as such terms are defined in Rule 12b-2 under the Exchange
Act) of such person (as well as any "Person" or "group" as
those terms are used in Sections 13(d) and 14(d) of the
Exchange Act), shall become the "beneficial owner" or
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of securities of
the Company representing in the aggregate 20% or more of
either (i) the then outstanding shares of Common Stock or (ii)
the combined voting power of all then outstanding securities
of the Company having the right under ordinary circumstances
to vote in an election of the Company's Board ("Voting
Securities"), in either such case other than as a result of
acquisitions of such securities directly from the Company.
Notwithstanding the foregoing, a "Change in Control" of the
Company shall not be deemed to have occurred for purposes of
subparagraph (c) of this Section 6 solely as the result of an
acquisition of securities by the Company which, by reducing the number
of shares of Common Stock or other Voting Securities outstanding,
increases (i) the proportionate number of shares of Common Stock
beneficially owned by any person to 20% or more of the shares of
Common Stock then outstanding or (ii) the proportionate voting power
represented by the Voting Securities beneficially owned by any person
to
<PAGE> 8
May 15, 1995
Page 4
20% or more of the combined voting power of all then outstanding
Voting Securities; provided, however, that if any person referred to
in clause (i) or (ii) of this sentence shall thereafter become the
beneficial owner of any additional shares of Common Stock or other
Voting Securities (other than a result of a stock split, stock
dividend or similar transaction), then a "Change in Control" of the
Company shall be deemed to have occurred for purposes of subparagraph
(c) of this Section 6.
Except as expressly modified by this amendment, all terms and
conditions of the Agreement shall remain in full force and effect.
Sincerely,
TOREADOR ROYALTY CORPORATION
By:
------------------------------------
Peter R. Vig,
Chairman and Chief Executive Officer
<PAGE> 1
EXHIBIT 5.1
[THOMPSON & KNIGHT LETTERHEAD]
October 15, 1996
Toreador Royalty Corporation
530 Preston Commons West
8117 Preston Road
Dallas, TX 75225
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel for Toreador Royalty Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of
765,000 shares (the "Shares") of the Company's Common Stock, par value $.15625
per share, for issuance pursuant to the Company's 1990 Stock Option Plan, 1994
Non-Employee Director Stock Option Plan and non-qualified options granted to
certain of the Company's employees, directors and consultants (collectively,
the "Plans").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, agreements and other instruments,
certificates of public officials and of officers of the Company, and other
instruments and documents as we have deemed necessary to require as a basis for
the opinion hereinafter expressed. We have also participated in the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to registration of the Shares under the Securities Act.
On the basis of the foregoing, it is our opinion the Shares have been
duly authorized by the Company and, when issued in accordance with the terms of
the Plans, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT
A Professional Corporation
By:/s/ JOE DANNENMAIER
----------------------------------
Joe Dannenmaier, Attorney
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 11, 1996 appearing
on page F-2 of Toreador Royalty Corporation's Annual Report on Form 10-K for
the year ended December 31, 1995.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
October 15, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
estimates of reserves, included in the Annual Report on Form 10-K of Toreador
Royalty Corporation for the fiscal year ended December 31, 1995.
/S/ HARLAN CONSULTING
HARLAN CONSULTING
Dallas, Texas
October 15, 1996
