AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REMINGTON OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2369148
(State or other jurisdiction of incorporation (IRS Employer identification no.)
or organization)
8201 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75225-6211
(Address of principal executive offices) (Zip code)
1997 STOCK OPTION PLAN
(Full Title of the Plan)
J. BURKE ASHER
VICE PRESIDENT/FINANCE
REMINGTON OIL AND GAS CORPORATION
8201 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75225-6211
(Name and address of agent for service)
(214) 210-2650
(Telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PER SHARE PRICE(2) REGISTRATION FEE
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Common Stock.................. 1,000,000 $16.14 $16,140,000 $3,857.46
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(1) Together with an indeterminate number of additional shares of the
Registrant's Common Stock that may be necessary to adjust the number of
shares of Registrant's Common Stock reserved for issuance under the 1997
Stock Option Plan as a result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
(2) Estimated pursuant to Rule 457(h) for purposes of calculating the amount of
the registration fee based on the average of the high and the low price for
the Common Stock on December 7, 2001.
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REGISTRATION OF ADDITIONAL SECURITIES
The Registrant is filing this registration statement on Form S-8 pursuant
to General Instruction E to Form S-8 to register 1,000,000 additional shares of
Common Stock authorized for issuance under the 1997 Stock Option Plan. The
contents of the original registration statement on Form S-8 filed with the
Securities and Exchange Commission on September 30, 1999, in connection with
such plan (Registration No. 333-88111) are incorporated herein by reference.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
registration statement:
(a) The Annual Report on Form 10-K of Remington Oil and Gas
Corporation (the "Company" or the "Registrant") for the year ended December
31, 2000;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001, and September 30, 2001;
(c) The Company's registration statement on Form 8-A registering the
Common Stock under the Securities Exchange Act of 1934;
(d) The Company's Current Report on Form 8-K dated May 22, 2001, filed
with the Securities and Exchange Commission on May 31, 2001;
(e) The Company's registration statement on Form S-8 filed with the
Securities and Exchange Commission on September 30, 1999 (Registration No.
333-88111).
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of the filing of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 8. EXHIBITS
4.1 -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Registrant's registration
statement on Form S-4 filed with the Commission
[Registration No. 333-61513] and effective on November 27,
1998).
4.2 -- By-Laws of the Registrant, as amended (incorporated by
reference from Registrant's Annual Report on Form 10-K for
fiscal year ending December 31, 1998).
5.1 -- Opinion of W. Jefferson Burnett, General Counsel of the
Registrant.
10.1 -- Box Energy Corporation 1997 Stock Option Plan, as amended
(incorporated by reference from Registrant's Quarterly
Report on Form 10-Q for the quarter ending September 30,
2001).
23.1 -- Consent of W. Jefferson Burnett (included in Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney (included in the signature page of this
registration statement).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, Texas, on December 11, 2001.
REMINGTON OIL AND GAS CORPORATION
By: /s/ JAMES A. WATT
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James A. Watt
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
James A. Watt and J. Burke Asher, and each of them, his true and lawful
attorney-in-fact and agent, with full powers of substitution, for him and in his
name, place and stead, in any and all capacities, to sign and to file any and
all amendments, including post-effective amendments, to this registration
statement and any new registration statement filed pursuant to Rule 462 under
the Securities Act of 1933 with the Securities and Exchange Commission granting
to said attorney-in-fact power and authority to perform any other act on behalf
of the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and power of attorney have been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ JAMES A. WATT Director, President and Chief December 11, 2001
------------------------------------------------ Executive Officer
James A. Watt
/s/ J. BURKE ASHER Vice President/Finance December 11, 2001
------------------------------------------------ (Principal Financial Officer)
J. Burke Asher
/s/ EDWARD V. HOWARD Vice President/Controller December 11, 2001
------------------------------------------------ (Principal Accounting
Edward V. Howard Officer)
/s/ DAVID H. HAWK Director, Chairman of the December 11, 2001
------------------------------------------------ Board
David H. Hawk
/s/ DON D. BOX Director December 11, 2001
------------------------------------------------
Don D. Box
/s/ JOHN E. GOBLE, JR. Director December 11, 2001
------------------------------------------------
John E. Goble, Jr.
Director December 11, 2001
------------------------------------------------
William E. Greenwood
II-2
SIGNATURE TITLE DATE
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/s/ JAMES ARTHUR LYLE Director December 11, 2001
------------------------------------------------
James Arthur Lyle
/s/ DAVID E. PRENG Director December 11, 2001
------------------------------------------------
David E. Preng
/s/ THOMAS W. ROLLINS Director December 11, 2001
------------------------------------------------
Thomas W. Rollins
/s/ ALAN C. SHAPIRO Director December 11, 2001
------------------------------------------------
Alan C. Shapiro
II-3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Registrant's registration
statement on Form S-4 filed with the Commission
[Registration No. 333-61513] and effective on November 27,
1998).
4.2 -- By-Laws of the Registrant, as amended (incorporated by
reference from Registrant's Annual Report on Form 10-K for
fiscal year ending December 31, 1998)
5.1 -- Opinion of W. Jefferson Burnett, General Counsel of the
Registrant.
10.1 -- Box Energy Corporation 1997 Stock Option Plan, as amended
(incorporated by reference from Registrant's Quarterly
Report on Form 10-Q for the quarter ending September 30,
2001).
23.1 -- Consent of W. Jefferson Burnett (included in Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney (included in the signature page of this
registration statement).