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As filed with the Securities and Exchange Commission on October 5, 1999
Registration No. 333-_________
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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
of incorporation or organization) Identification No.)
4809 COLE AVENUE, SUITE 108
DALLAS, TEXAS 75205
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1990 STOCK OPTION PLAN
(Full title of the plan)
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G. THOMAS GRAVES III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TOREADOR ROYALTY CORPORATION
4809 COLE AVENUE, SUITE 108
DALLAS, TEXAS 75205
(Name and address of agent for service)
(214) 559-3933
(Telephone number, including area code, of agent for service)
Copy to:
JANICE V. SHARRY
HAYNES AND BOONE, LLP
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202
(214) 651-5562
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount To Be Proposed Maximum Offering Proposed Maximum Amount of
To Be Registered(1) Registered(2) Price per Share(3) Aggregate Offering Price(3) Registration Fee(3)
------------------- ------------- ------------------------- --------------------------- -------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.15625 PAR VALUE.......... 295,000 $3.66 $1,079,700 $300.16
</TABLE>
(1) This registration statement also covers an equal number of rights to
purchase shares of Toreador Royalty Corporation's Series A Junior
Participating Preferred Stock, par value $1.00 per share, issuable pursuant
to Toreador Royalty Corporation's Rights Agreement, which rights will be
transferrable only with related shares of Common Stock.
(2) This registration statement also covers such additional and indeterminate
number of shares as may become issuable pursuant to the antidilution
provisions of the employee benefit plan described herein and as promulgated
by Rule 416 of the Securities Act of 1933, as amended.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, 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 on October 1, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Toreador Royalty Corporation (the
"Registrant") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
be a part of, this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (Commission File No. 000-02517, filed on April 15, 1999
with the Commission);
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1998;
(c) The description of the Common Stock of the Registrant contained in
the Registration Statement filed under Section 12 of the Exchange Act
(Commission File No. 000-02517), previously filed by the Registrant with the
Commission, including any amendment or report filed for the purpose of updating
such description; and
(d) 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 Exchange Act (Commission
File No. 000-02517), previously filed by the Registrant with the 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 Exchange Act subsequent to the date 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 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
indemnity 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.
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.
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Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
Nonqualified Stock Option Agreement, dated September 24, 1998, between
Toreador Royalty Corporation and G. Thomas Graves III (previously filed as
Exhibit 10.13 to Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated herein by reference).
4.2 Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
Nonqualified Stock Option Agreement, dated September 24, 1998, between
Toreador Royalty Corporation and John Mark McLaughlin (previously filed as
Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated herein by reference).
5.1* Opinion of Haynes and Boone, LLP.
23.1* Consent of Haynes and Boone, LLP (included in the opinion of Haynes and
Boone, LLP, filed herewith as Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP, independent public accountants, to
incorporation by reference.
23.3* Consent of Harlan Consulting, independent petroleum engineers,
to incorporation by reference.
24.1* Power of attorney (included on signature page to this Registration Statement).
</TABLE>
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* Filed herewith.
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, as amended (the
"Securities Act");
(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 or decrease 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
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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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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 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 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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SIGNATURES
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on October 1, 1999.
TOREADOR ROYALTY CORPORATION
(Registrant)
By: /s/ G. THOMAS GRAVES III
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G. Thomas Graves III
President and Chief Executive Officer
KNOW BY ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Toreador Royalty Corporation, a Delaware corporation,
hereby constitutes and appoints G. Thomas Graves III 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.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ----------------------------------- ----------------------------------------------- ---------------
<S> <C> <C>
/s/ G. THOMAS GRAVES III
- ----------------------------------- President, Chief Executive Officer and Director October 1, 1999
G. Thomas Graves III
/s/ J.W. BULLION
- ----------------------------------- Secretary and Director October 1, 1999
J.W. Bullion
/s/ EDWARD NATHAN DANE
- ----------------------------------- Director October 1, 1999
Edward Nathan Dane
/s/ PETER L. FALB
- ----------------------------------- Director October 1, 1999
Peter L. Falb
/s/ THOMAS P. KELLOGG, JR.
- ----------------------------------- Director October 1, 1999
Thomas P. Kellogg, Jr.
/s/ WILLIAM I. LEE
- ----------------------------------- Director October 1, 1999
William I. Lee
/s/ JOHN MARK MCLAUGHLIN
- ----------------------------------- Chairman and Director October 1, 1999
John Mark McLaughlin
/s/ DOUGLAS WEIR
- ----------------------------------- Vice-President - Finance and Treasurer October 1, 1999
Douglas Weir (Principal Financial and Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
Nonqualified Stock Option Agreement, dated September 24, 1998, between
Toreador Royalty Corporation and G. Thomas Graves III (previously filed as
Exhibit 10.13 to Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated herein by reference).
4.2 Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
Nonqualified Stock Option Agreement, dated September 24, 1998, between
Toreador Royalty Corporation and John Mark McLaughlin (previously filed as
Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K
for the year ended December 31, 1998, and incorporated herein by reference).
5.1* Opinion of Haynes and Boone, LLP.
23.1* Consent of Haynes and Boone, LLP (included in the opinion of Haynes and
Boone, LLP, filed herewith as Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP, independent public accountants, to
incorporation by reference.
23.3* Consent of Harlan Consulting, independent petroleum engineers,
to incorporation by reference.
24.1* Power of attorney (included on signature page to this Registration Statement).
</TABLE>
- ------------------------
* Filed herewith.
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EXHIBIT 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
October 1, 1999
Toreador Royalty Corporation
4809 Cole Avenue
Suite 108
Dallas, Texas 75205
Re: Registration Statement on Form S-8
Gentlemen:
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
295,000 shares (the "Shares") of the Company's Common Stock, par value $.15625
per share, for issuance pursuant to the Company's non-qualified options granted
to G. Thomas Graves III and John Mark McLaughlin (collectively, the "Options").
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
Options, 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,
/s/ HAYNES AND BOONE, LLP
HAYNES AND BOONE, LLP
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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 April 9, 1999 relating to
the financial statements, which appears in Toreador Royalty Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
October 1, 1999
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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, 1998.
/s/ HARLAN CONSULTING
Dallas, Texas
October 1, 1999
