As filed with the Securities and Exchange Commission on February 22, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-14145
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 333-39309
Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 333-88475
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-53632
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-99959
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-125050
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-134144
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-150930
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-168046
UNDER
THE SECURITIES ACT OF 1933
TOREADOR
RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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75-0991164
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o Toreador Holding SAS
5 rue Scribe
75009 Paris, France
(Address of Principal Executive Offices) (Zip Code)
Toreador Royalty Corporation Non-Qualified Stock Options
Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan
Toreador Resources Corporation 2002 Stock Option Plan
Toreador Resources Corporation 2005 Long-Term Incentive Plan
(Full name
of the plans)
Tony Vermeire
President and Treasurer
Toreador Resources Corporation
13760 Noel Road, Suite 1100
Dallas, TX 75240-1383
214-559-3933
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Philip Richter
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.
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Large Accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments), filed by Toreador Resources Corporation, a Delaware
corporation (the Company), remove from registration all securities registered that remain unsold under the following registration statements (each, a Registration Statement, and collectively, the Registration
Statements) filed by the Company with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement on Form S-8 (No. 333-14145), pertaining to the registration of 225,000 shares of Common Stock, $0.15625 par value per share, of
the Company relating to the Toreador Royalty Corporation 1990 Stock Option Plan, 200,000 shares of Common Stock, $0.15625 par value per share, of the Company relating to the Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan,
and 340,000 shares of Common Stock, $0.15625 par value per share, of the Company relating to the Toreador Royalty Corporation Non-Qualified Stock Options, which was filed with the Commission on October 15, 1996.
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Registration Statement on Form S-8 (No. 333-39309), pertaining to the registration of 55,000 shares of Common Stock, $0.15625 par value per share, of
the Company relating to the Toreador Royalty Corporation Non-Qualified Stock Options, which was filed with the Commission on November 3, 1997.
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Registration Statement on Form S-8 (No. 333-88475), pertaining to the registration of 295,000 shares of Common Stock, $0.15625 par value per share, of
the Company relating to the Amended and Restated 1990 Stock Option Plan, which was filed with the Commission on October 5, 1999.
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Registration Statement on Form S-8 (No. 333-53632), pertaining to the registration of 143,040 shares of Common Stock, $0.15625 par value per share, of
the Company relating to the Amended and Restated 1990 Stock Option Plan, which was filed with the Commission on January 12, 2001.
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Registration Statement on Form S-8 (No. 333-99959), pertaining to the registration of 336,960 shares of Common Stock, $0.15625 par value per share, of
the Company relating to the Amended and Restated 1990 Stock Option Plan, 300,000 shares of Common Stock, $0.15625 par value per share, of the Company relating to the Amended and Restated 1994 Non-Employee Director Stock Option Plan, and 500,000
shares of Common Stock, $0.15625 par value per share, of the Company relating to the 2002 Stock Option Plan, which was filed with the Commission on September 20, 2002.
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Registration Statement on Form S-8 (No. 333-125050), pertaining to the registration of 3,945,000 shares of Common Stock, $0.15625 par value per share,
of the Company relating to the Toreador Resources Corporation 2005 Long-Term Incentive Plan, which was filed with the Commission on May 19, 2005.
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Registration Statement on Form S-8 (No. 333-134144), pertaining to the registration of 500,000 shares of Common Stock, $0.15625 par value per share, of
the Company relating to the Toreador Resources Corporation 2005 Long-Term Incentive Plan, which was filed with the Commission on May 15, 2006.
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Registration Statement on Form S-8 (No. 333-150930), pertaining to the registration of 1,000,000 shares of Common Stock, $0.15625 par value per share,
of the Company relating to the Toreador Resources Corporation 2005 Long-Term Incentive Plan, which was filed with the Commission on May 15, 2008.
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Registration Statement on Form S-8 (No. 333-168046), pertaining to the registration of 1,500,000 shares of Common Stock, $0.15625 par value per share,
of the Company relating to the Toreador Resources Corporation 2005 Long-Term Incentive Plan, which was filed with the Commission on July 9, 2010.
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On August 9, 2011, the Company entered into an Agreement and Plan of Merger and Contribution dated August 9, 2011, as amended (the Merger Agreement) by and among the Company, ZaZa
Energy, LLC, ZaZa Energy Corporation (New ZaZa) and Thor Merger Sub Corporation (Thor Merger Sub), providing for, among other things, the merger of Thor Merger Sub with and into the Company (the Merger), with the
Company continuing as the surviving corporation as a wholly-owned subsidiary of New Zaza. On February 15, 2012, at a special meeting of the stockholders of the Company, the stockholders voted to approve the Merger, as contemplated by the Merger
Agreement. The Merger became effective on February 21, 2012, pursuant to the certificate of merger filed with the Secretary of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an
undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration
all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
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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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on February 22, 2012.
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TOREADOR RESOURCES CORPORATION
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By:
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/s/ Tony Vermeire
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Tony Vermeire
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President and Treasurer
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Pursuant to the requirements of Securities Act of 1933, these Post-Effective Amendments to the
Registration Statements on Form S-8 have been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Tony Vermeire
Tony Vermeire
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President and Treasurer
(Principal Executive, Financial and Accounting Officer)
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February 22, 2012
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/s/ Craig M. McKenzie
Craig M. McKenzie
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Director
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February 22, 2012
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/s/ Todd Alan Brooks
Todd Alan Brooks
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Director
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February 22, 2012
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