AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2003
Registration No. 333-__________
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 (Zip code)
Executive Offices)
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
(Name and address of agent for service)
(817) 870-2601
(Telephone number, including area code, of agent for service)
with a 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............... 2,750,000 shares $5.965 $16,403,750 $1,327.07
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933. The price for the
2,750,000 shares issuable under the Company's Amended and Restated 1999 Stock
Option Plan was based on a price of $5.965, the average of the high and low
prices reported on the New York Stock Exchange on May 30, 2003.
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. 333-30534, 333-63764 and
333-90760) relating to the same employee benefit plan are incorporated by
reference to this Registration Statement.
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ITEM 8. 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:
Exhibit Number Description
4.1 Amended and Restated 1999 Stock Option Plan (As
Amended May 21, 2003)
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Ernst & Young LLP
23.3 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)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
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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 June 6, 2003.
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 date 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/ JOHN H. PINKERTON President, Chief Executive Officer and June 6, 2003
---------------------------------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ EDDIE M. LEBLANC III Chief Financial Officer June 6, 2003
---------------------------------------------- (Principal Financial Officer and
Eddie M. LeBlanc III Principal Accounting Officer)
/s/ ROBERT E. AIKMAN Director June 6, 2003
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Robert E. Aikman
/s/ CHARLES L. BLACKBURN Chairman of the Board of Directors June 6, 2003
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Charles L. Blackburn
/s/ ANTHONY V. DUB Director June 6, 2003
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Anthony V. Dub
/s/ V. RICHARD EALES Director June 6, 2003
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V. Richard Eales
/s/ ALLEN FINKELSON Director June 6, 2003
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Allen Finkelson
/s/ JONATHAN S. LINKER Director June 6, 2003
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Jonathan S. Linker
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1* Amended and Restated 1999 Stock Option Plan (As
Amended May 21, 2003)
5.1* Opinion of Vinson & Elkins L.L.P.
23.1* Consent of KPMG LLP
23.2* Consent of Ernst & Young LLP
23.3* 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)
* Filed herewith