AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2002
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
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RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 MAIN STREET, SUITE 800
FORT WORTH, TEXAS 76102
(Address of principal executive offices, including zip code)
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AMENDED AND RESTATED 1999 STOCK OPTION PLAN
(Full title of the plan)
JOHN H. PINKERTON
PRESIDENT
RANGE RESOURCES CORPORATION
777 MAIN STREET, SUITE 800
FORT WORTH, TEXAS 76102
(817) 870-2601
(Name, address and telephone number of agent for service)
copy to:
MICHAEL D. WORTLEY
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE, SUITE 3700
DALLAS, TEXAS 75201
(214) 220-7700
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be Maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee
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Common Stock, $0.01 par
value per share................ 2,600,000 shares $5.23 $13,598,000 $1,251.02
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$1,251.02
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The price for the
2,600,000 shares issuable under the Company's Amended and Restated 1999 Stock
Option Plan was based on a price of $5.23, the average of the high and low
prices in the consolidated reporting system on June 17, 2002.
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This Registration Statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the Amended and Restated 1999 Stock Option Plan. The contents of the
registrant's Form S-8 Registration Statements (Nos. 333-63764, and 333-40534)
relating to the same employee benefit plan are incorporated by reference to this
Registration Statement.
EXPERTS
The financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report. Arthur
Andersen LLP has not consented to the inclusion of their report in this
prospectus, and we have not obtained their consent to do so in reliance upon
Rule 437a of the Securities Act of 1933. Because Arthur Andersen LLP has not
consented to the inclusion of their report in this prospectus, you will not be
able to recover against Arthur Andersen LLP under Section 11(a) of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen LLP or any omissions to state a
material fact required to be stated therein.
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EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 Amended and Restated 1999 Stock Option Plan
5.1 Opinion of Vinson & Elkins L.L.P.
23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (included in the signature pages hereto)
3
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 Fort Worth, State of Texas, on the 19th day of June,
2002.
RANGE RESOURCES CORPORATION
By: /s/ Eddie M. LeBlanc III
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Eddie M. LeBlanc III
Chief Financial Officer
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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 dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Eddie M. LeBlanc III, and
each of them severally, acting alone and without the other, as his
attorney-in-fact to execute in the name of such person and to file any
amendments to this Registration Statement necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933 and any rules, regulations
and requirements of the registration of the securities which are the subject of
this Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.
Signature Capacity Date
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/s/ Robert E. Aikman Director June 19, 2002
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Robert E. Aikman
/s/ Anthony V. Dub Director June 19, 2002
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Anthony V. Dub
/s/ V. Richard Eales Director June 19, 2002
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V. Richard Eales
/s/ Thomas J. Edelman Chairman and Director June 19, 2002
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Thomas J. Edelman
/s/ Allen Finkelson Director June 19, 2002
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Allen Finkelson
/s/ Eddie M. LeBlanc III Chief Financial Officer June 19, 2002
---------------------------------------------- (Principal Financial and
Eddie M. LeBlanc III Accounting Officer)
/s/ Jonathan S. Linker
---------------------------------------------- Director June 19, 2002
Jonathan S. Linker
/s/ Alexander P. Lynch Director June 19, 2002
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Alexander P. Lynch
/s/ John H. Pinkerton President, Chief Executive Officer and June 19, 2002
---------------------------------------------- Director (Principal Executive Officer)
John H. Pinkerton
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated 1999 Stock Option Plan
5.1 Opinion of Vinson & Elkins L.L.P.
23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (included in the signature pages hereto)
6