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As filed with the Securities and Exchange Commission on January 12, 2001
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 RESOURCES 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)
G. THOMAS GRAVES III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TOREADOR RESOURCES 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>
Proposed Maximum
Title of Securities Amount To Be Proposed Maximum Offering Aggregate Offering Amount of
To Be Registered Registered(1) Price per Share(2) Price(2) Registration Fee(2)
------------------- ------------- ------------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.15625 PAR VALUE.......... 143,040 $3.12 $446,285 $111.57
</TABLE>
(1) 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.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the basis of the exercise price per share of common stock underlying the
stock options issued pursuant to the Amended and Restated 1990 Stock Option
Plan.
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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 Resources 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 (note that until June 5, 2000,
Toreador Resources Corporation was known as Toreador Royalty Corporation and all
references to the Registrant herein prior to June 5, 2000 refer to Toreador
Royalty Corporation):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (Commission File No. 000-02517, filed on March 23, 2000,
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, 1999; and
(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.
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.
The Registrant's Certificate of Incorporation (the "Certificate of
Incorporation"), provides that no director of the Registrant will be personally
liable to the Registrant or any of its stockholders for monetary damages arising
from the director's breach of fiduciary duty as a director. However, this does
not apply with respect to any action in which the director would be liable under
Section 174 of the General Corporation Law of the State of Delaware ("Delaware
Code") nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to the Registrant or its stockholders; (ii) did not
act in good faith or, in failing to act, did not act in good faith; (iii) acted
in a manner involving intentional misconduct or a knowing violation of law or,
in failing to act, shall have acted in a manner involving intentional misconduct
or a knowing violation of law; or (iv) derived an improper personal benefit.
The Bylaws of the Registrant provide that the Registrant shall
indemnify its directors and officers and former directors and officers to the
fullest extent permitted by the Delaware Code. Pursuant to the
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provisions of Section 145 of the Delaware Code, the Registrant has the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding (other than
an action by or in the right of the Registrant) by reason of the fact that he is
or was a director, officer, employee, or agent of the Registrant, against any
and all expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit, or proceeding. The
power to indemnify applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interest, or not opposed to the
best interest, of the Registrant and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
the Registrant or as well, but only to the extent of defense and settlement
expenses and not to any satisfaction of a judgment or settlement of the claim
itself and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication of negligence or misconduct
unless the court, in its discretion, believes that in light of all the
circumstances indemnification should apply.
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
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.
Exhibit No. Description
2.1 Certificate of Ownership and Merger merging Toreador Resources
Corporation into Toreador Royalty Corporation, effective June
5, 2000 (previously filed as Exhibit 2.1 to Toreador Resources
Corporation Current Report on Form 8-K filed June 5, 2000, and
incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.1 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 Amended and Restated Bylaws, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.2 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.
10.1 Merger Agreement, effective September 11, 2000, between Texona
Petroleum Corporation, Toreador Resources Corporation and
Toreador Acquisition Corporation (previously filed as Exhibit
10.1 to Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein by
reference).
10.2 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan, effective as of September 24, 1998 (previously
filed as Exhibit A to Toreador Royalty Corporation Preliminary
Proxy Statement filed with the Securities and Exchange
Commission on March 12, 1999, and incorporated herein by
reference).
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 Ernst & Young LLP, independent public accountants,
to incorporation by reference.
23.4* Consent of Harlan Consulting, independent petroleum engineers,
to incorporation by reference.
23.5* Consent of LaRouche Petroleum Consultants, Ltd., independent
petroleum engineers, to incorporation by reference.
24.1* Power of attorney (included on signature page to this
Registration Statement).
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* Filed herewith.
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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;
(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 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 Securities 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 Securities 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 January 12, 2001.
TOREADOR RESOURCES 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 Resources 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
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<S> <C> <C>
/s/ G. Thomas Graves III President, Chief Executive Officer and Director January 12, 2001
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G. Thomas Graves III
/s/ J.W. Bullion Director January 12, 2001
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J.W. Bullion
/s/ Edward Nathan Dane Director January 12, 2001
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Edward Nathan Dane
/s/ Peter L. Falb Director January 12, 2001
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Peter L. Falb
/s/ Thomas P. Kellogg, Jr. Director January 12, 2001
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Thomas P. Kellogg, Jr.
/s/ William I. Lee Director January 12, 2001
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William I. Lee
/s/ John Mark McLaughlin Director January 12, 2001
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John Mark McLaughlin
/s/ Douglas Weir Vice President - Finance and Treasurer January 12, 2001
-------------------------- (Principal Financial and Accounting Officer)
Douglas Weir
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
2.1 Certificate of Ownership and Merger merging Toreador Resources
Corporation into Toreador Royalty Corporation, effective June
5, 2000 (previously filed as Exhibit 2.1 to Toreador Resources
Corporation Current Report on Form 8-K filed June 5, 2000, and
incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.1 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 Amended and Restated Bylaws, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.2 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.
10.1 Merger Agreement, effective September 11, 2000, between Texona
Petroleum Corporation, Toreador Resources Corporation and
Toreador Acquisition Corporation (previously filed as Exhibit
10.1 to Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein by
reference).
10.2 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan, effective as of September 24, 1998 (previously
filed as Exhibit A to Toreador Royalty Corporation Preliminary
Proxy Statement filed with the Securities and Exchange
Commission on March 12, 1999, and incorporated herein by
reference).
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 Ernst & Young LLP, independent public accountants,
to incorporation by reference.
23.4* Consent of Harlan Consulting, independent petroleum engineers,
to incorporation by reference.
23.5* Consent of LaRouche Petroleum Consultants, Ltd., 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.
