As filed with the Securities and Exchange Commission on February 9, 2000
File No. 33-
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UNITED STATES 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
incorporation or organization) Identification No.)
One Radnor Corporate Center
Suite 200, 100 Matsonford Road
Radnor, Pennsylvania 19087-4515
(Address of principal executive offices) (Zip Code)
PENN VIRGINIA CORPORATION
1995 DIRECTORS' STOCK OPTION PLAN
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Nancy M. Snyder
General Counsel and Corporate Secretary
Penn Virginia Corporation
One Radnor Corporate Center
Suite 200, 100 Matsonford Road
Radnor, PA 19087 - 4515
(Name and address of agent for service)
(610) 687-8900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate registration
be registered registered per share (1) offering price fee
(1)
Common Stock
par value 50,000 $17.3438 $867,188 $255.82
$6.25 per shares (2)
share
(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 $17.3750 and $17.3125, respectively, as reported by the New
York Stock Exchange on February 8, 2000.
(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.
(3) Also registered hereby are the Rights to purchase fractional shares of
Preferred Stock of the Registrant which are attached to all shares of
Common Stock outstanding as of, and issued subsequent to, February 21, 1998
pursuant to terms of the Registrant's Rights Agreement dated as of
February 11, 1998. Until the occurrence of certain prescribed events, the
rights are not exercisable, are evidenced by the certificates of Common
Stock and will be transferred with and only with such Common Stock.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering an additional 50,000 shares of
Registrant's Common Stock to be offered pursuant to Registrant's 1995
Directors' Stock Option Plan (the "Plan"). Registrant's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
May 26th, 1995 (File No. 33-59647) is effective, registered an initial
250,000 shares of Common Stock offered pursuant to the Plan and is hereby
incorporated by reference pursuant to General Instruction E.
Item 8. Exhibits.
5.01 Opinion of Dechert Price & Rhoads as to legality of
securities being registered.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Dechert Price & Rhoads (contained in
opinion filed as Exhibit 5.01 hereto).
24.01 Power of Attorney (included in Signature Page).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Radnor, Pennsylvania, on February
9, 2000.
PENN VIRGINIA CORPORATION
By: _________________________
A. James Dearlove
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes A.
James Dearlove and Nancy M. Snyder, and each of the them, his/her true and
lawful attorneys-in-fact and agents each with full power of substitution
and resubstitution for him/her in any and all capacities to sign any and
all amendments (including pre- or post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
hereby ratifying and confirming all that each such attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities as indicated on February 9, 2000.
Signature Title
______________________ President, Chief Executive Officer and Director
A. James Dearlove (Principal Executive Officer)
______________________ Vice President and Chief Financial Officer
Steven W. Tholen (Principal Financial Officer)
______________________ Controller
Ann N. Horton (Principal Accounting Officer)
______________________ Chairman of the Board
Lennox K. Black
______________________ Director
Richard A. Bachman
______________________ Director
John D. Cadigan
______________________ Director
Robert Garrett
______________________ Director
Peter B. Lilly
______________________ Director
Marsha Reines Perelman
______________________ Director
Joe T. Rye
______________________ Director
John A. H. Shober
______________________ Director
Frederick C. Witsell, Jr.
EXHIBIT 5.01
February 9, 2000
Penn Virginia Corporation
One Radnor Corporate Center,
Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
Re: 1995 Directors' Stock Option Plan
Gentleman and Ladies:
We have acted as counsel to Penn Virginia Corporation (the
"Company") 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 (the "SEC") under the Securities Act of
1933, as amended (the "Securities Act"), relating to an aggregate of 50,000
shares (the "Shares") of Common Stock, par value $6.25 per share, to be
offered pursuant to the Company's 1995 Directors' 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.
Our opinion contained herein is rendered to the Company in
connection with the filing by the Company of the Registration Statement
with the SEC pursuant to the Securities Act and is solely for the benefit
of the Company in connection with such filing. This opinion may not be
used or relied on by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a government agency,
quoted, cited or otherwise referred to without our prior written consent,
except as noted below.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
DECHERT PRICE & RHOADS
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated February 28, 1999 included in Penn Virginia Corporation's form 10-K
for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
February 9, 2000
