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As filed with the Securities and Exchange Commission on May 26, 1995
File No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PENN VIRGINIA CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 23-1184320
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
800 THE BELLEVUE
200 SOUTH BROAD STREET
PHILADELPHIA, PENNSYLVANIA 19102
(Address of principal executive offices) (Zip Code)
PENN VIRGINIA CORPORATION
1994 STOCK OPTION PLAN
(Full title of the plan)
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BEVERLY COLE MCGUIRE
CORPORATE SECRETARY
PENN VIRGINIA CORPORATION
800 THE BELLEVUE
200 SOUTH BROAD STREET
PHILADELPHIA, PENNSYLVANIA 19102
(Name and address of agent for service)
(215) 545-6600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price (1)
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<S> <C> <C> <C> <C>
Common Stock, 500,000
par value shares (2) $33.38 $16,690,000 $5,755.17
$6.25 per share
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933 on the basis of the average of the high and low
prices of the Common Stock of $34.00 and $32.75, respectively, as
reported in the NASDAQ National Market System on May 23, 1995.
(2) Also registered hereby are such additional indeterminate number of
shares of Common Stock or other securities as may become issuable by
reason of adjustments pursuant to the anti-dilution provisions of the
Plan.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the registrant
pursuant to the requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated hereby by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
and all other reports filed pursuant to Section 13(a) of the
Exchange Act since December 31, 1994; and
(c) Description of the registrant's Common Stock contained in Exhibit
28(a) to the registrant's Registration Statement on Form S-8
(Registration No. 33-40430).
In addition, all documents subsequently filed by the registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing with the Commission of a post-effective amendment
which (i) indicates that all securities offered hereby have been sold or (ii)
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference 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.
Minturn T. Wright, III, a partner of Dechert Price & Rhoads, is a
director of the registrant and eligible to receive options under the
registrant's 1994 Stock Option Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the bylaws of the registrant provides that the registrant
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or
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completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, and whether or
not by or in the right of the corporation, by reason of the fact that such
person is or was a director or officer of the registrant (or a predecessor of
the registrant absorbed in a merger or other transaction), or while a director
or officer of the registrant or such predecessor is or was serving at the
request of the registrant or such predecessor as a director, officer, partner,
trustee, administrator, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. Such Article
provides for indemnification against expenses (including attorneys' fees),
judgments, fines, penalties, including any excise tax assessed with respect to
an employee benefit plan, and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding to the
extent that (a) such person is not otherwise indemnified, (b) such person has
not improperly received a personal benefit and (c) the liability did not result
from such person's gross negligence or willful misconduct. The Article further
provides that the registrant shall pay expenses incurred by such persons in
defending a civil or criminal action, suit or proceeding in advance of its
final disposition upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the registrant.
The registrant has in effect a directors and officers liability
insurance policy which, with certain general and specific exclusions,
indemnifies each person who was, is or may hereafter be a director or officer
of the registrant and his heirs and assigns, against any payment by an insured
(except fines and penalties) in respect of any legal liability, whether actual
or asserted, arising from any claim made against an insured by reason of any
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted by the insured, in his capacity as a
director or officer of the registrant, or any of the foregoing so alleged by
any claimant, or any matter claimed against an insured solely by reason of his
being or having been a director or officer of the registrant. The policy may
be cancelled by the insurer upon 60 days' written notice to the registrant. To
the extent that such insurance covers liabilities arising under the Securities
Act of 1933, no waivers or undertakings are made by the registrant with respect
thereto, except as set forth in Item 9 of this Registration Statement.
In addition, Article V of the registrant's bylaws provides for the
general determination of the permissibility of
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indemnification in a particular case (including the advancement of expenses)
pursuant to Section 13.1-701.b of the Virginia Stock Corporation Act (the
"Act") which provides that such determination shall be made either (1) by the
board of directors by a majority vote of a quorum consisting of directors not
at the time parties to the proceeding, or if a quorum cannot be obtained, by a
majority vote of a committee duly designated by the board of directors,
consisting solely of two or more directors not at the time parties to the
proceeding; (2) by special legal counsel selected by the board of directors or
its committee in the manner prescribed in clause 1, or if a quorum of the board
of directors cannot be obtained and a committee cannot be designated, selected
by majority vote of the full board of directors, in which selection directors
who are parties may participate; or (3) by the shareholders, but shares owned
by or voted under the control of directors who are at the time parties to the
proceeding may not be voted on the determination. In the event, however, that
there has been a change in control of the registrant between the time of the
action or failure to act giving rise to the claim for indemnification and such
claim, Article V provides that at the option of the person seeking
indemnification, the permissibility of indemnification shall be determined by
special legal counsel selected jointly by the registrant and the person seeking
indemnification. The reasonable expenses of any director or officer in
prosecuting a successful claim for indemnification, and the fees and expenses
of any special legal counsel engaged to determine permissibility of
indemnification, shall be borne by the registrant.
Section 13.1-697 of the Act authorizes such indemnification as
described above if the person to be indemnified conducted himself in good faith
and believed (i) in the case of conduct in his official capacity with the
corporation, that his conduct was in the corporation's best interests; (ii) in
all other cases, that his conduct was at least not opposed to the corporation's
best interests; or (iii) in the case of any criminal proceeding, that he had no
reasonable cause to believe his conduct was unlawful. Such indemnity shall not
be allowed in a derivative suit in which such person is adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he is adjudged liable on the basis that personal benefit was
improperly received by him. Section 13.1-698 of the Act provides that a
corporation must indemnify a director who entirely prevails in the defense of
any proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. A court may also order indemnification of a director,
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pursuant to Section 13.1-700.1, with respect to a derivative suit, to the
extent of the director's reasonable expenses if the court determines that,
considering all the relevant circumstances, the director is entitled to
indemnification even though he was adjudged liable to the corporation and also
orders the corporation to pay the director's reasonable expenses incurred to
obtain the order of indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which appears at page 9 of this
Registration Statement for a detailed list of the exhibits filed as a part
hereof.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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.
(c) Insofar as indemnification for liabilities under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 hereof, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 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, 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 Philadelphia, Pennsylvania, on May 26, 1995.
PENN VIRGINIA CORPORATION
By: s/ A. James Dearlove
---------------------------
A. James Dearlove
President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by or on behalf of the following
persons in the capacities indicated on May 26, 1995.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
s/ A. James Dearlove President and Chief
- ------------------------------ Operating Officer
A. James Dearlove
*Lennox K. Black Chairman of the Board
& Chief Executive Officer
*Vincent Matthews, III Senior Vice President
*Eckhard Albrecht Director
*John D. Cadigan Director
*Hans Michael Gaul Director
*John A.H. Shober Director
*Frederick C. Witsell, Jr. Director
*Minturn T. Wright, III Director
</TABLE>
*By: s/ Beverly Cole McGuire
------------------------------
Beverly Cole McGuire
Attorney-in-Fact, Pursuant
to Power of Attorney
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
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<S> <C> <C>
4.01 Articles of Incorporation of registrant, as amended and --
restated (incorporated by reference to Exhibit 4(a) to
registrant's Registration Statement on Form S-8, filed
under Securities Exchange Act of 1934, as amended
(Registration No. 33-40430)).
4.02 Bylaws of registrant, as amended (incorporated by reference --
to Exhibit 3.2 to registrant's Annual Report on Form 10-K
for year ended December 31, 1994, filed under Securities
Exchange Act of 1934, as amended).
5.01 Opinion of Dechert Price & Rhoads as to legality of 11
securities being registered.
15.01 Letter of KPMG Peat Marwick LLP acknowledging use of their 12
report dated May 10, 1995 with respect to the unaudited
interim financial information.
23.01 Consent of KPMG Peat Marwick LLP to incorporation of their 13
report dated March 1, 1995 with respect to consolidated
financial statements of registrant and subsidiaries at
December 31, 1994 and December 31, 1993 and for each of the
three years in the period ended December 31, 1994.
</TABLE>
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<TABLE>
<CAPTION>
Sequential
Numbering
Exhibit No. Description of Exhibit Page No.
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<S> <C> <C>
23.02 Consent of Dechert Price & Rhoads (contained in opinion --
filed as Exhibit 5.01 to this Registration Statement).
24.01 Powers of Attorney executed by certain directors and 14
officers of registrant, authorizing execution of
Registration Statement on each such director's respective
behalf by persons designated therein.
</TABLE>
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May 26, 1995
Penn Virginia Corporation
800 The Bellevue
200 S. Broad Street
Philadelphia, PA 19102
Re: 1994 Stock Option Plan
Gentlemen:
We have acted as your counsel in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement"), to be filed
today with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to an aggregate of 500,000 shares (the "Shares") of
Common Stock, par value $6.25 per share, to be offered pursuant to the
Corporation's 1994 Stock Option Plan (the "Plan").
We have examined the Plan and such corporate records and other
documents and matters of law as we have considered appropriate to enable us to
give this opinion.
Based on the foregoing, it is our opinion that the Shares, to the
extent they are newly issued, have been duly authorized and when issued and
sold in accordance with the provisions of the Plan will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
DECHERT PRICE & RHOADS
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KPMG Peat Marwick LLP
Penn Virginia Corporation
200 S. Broad Street
Philadelphia, PA 19102
Ladies and Gentlemen:
Re: 1994 Stock Option Plan
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our report dated May 10, 1995 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
Philadelphia, PA
May 25, 1995
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KPMG Peat Marwick LLP
The Board of Directors
Penn Virginia Corporation:
We consent to the use of our report dated March 1, 1995 on the consolidated
financial statements of Penn Virginia Corporation and subsidiaries as of
December 31, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994 incorporated herein by reference in the registration
statement.
KPMG Peat Marwick LLP
Philadelphia, PA
May 25, 1995
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints A. James Dearlove and
Beverly C. McGuire, and each of them, with full power to act without the other,
as the true and lawful attorney-in-fact and agent of the undersigned, with full
and several power of substitution, to sign a registration statement or
registration statements to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, for the purpose of registering
the offering of shares of Common Stock of PENN VIRGINIA CORPORATION (the
"Corporation") under the terms and conditions of the 1994 Stock Option Plan and
1995 Directors' Stock Option Plan established by the Corporation; to sign any
and all amendments (including post-effective amendments) to such registration
statement or statements; and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission; granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act requisite and
necessary to be done in connection therewith, as fully as the undersigned might
or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 18th day of May, 1995.
s/[each person listed in Reg. Statement]
