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
1999 EMPLOYEE STOCK INCENTIVE 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 Proposed maximum Amount of
securities to to be maximum aggregate registration
be registered registered offering price offering price fee
per share (1) (1)
Common Stock
par value 250,000 $17.3438 $4,335,950 $1,279.11
$6.25 per shares
share (2)
(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 9, 1999.
(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.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:
(a) Annual Report on Form 10-K for the year ended December 31,
1998;
(b) Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, June 30, 1999 and March 31, 1999 and all
other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1998; 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) and description of the
Preferred Stock Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A (Commission File No. 0-
753).
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 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.
Not applicable.
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 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 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, 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 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 registrant 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 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
Act of 1934 that are incorporated by reference in the registration
statement.
(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.
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 INDEX
Sequential
Exhibit Numbering
No. Description of Exhibit Page No.
4.01 Amended and Restated Articles of Incorporation
of Registrant (incorporated by reference to
Exhibit 3.1 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998).
4.02 Bylaws of Registrant, as amended. 10
4.03 Rights Agreement dated as of February 11, 1998
between Registrant and American Stock Transfer &
Trust Company, as Agent (incorporated by
reference to Exhibit 1.1 to Registrant's
Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on
February 20, 1998 under the Securities Exchange
Act of 1934 (Commission File No. 0-753)).
5.01 Opinion of Dechert Price & Rhoads as to legality 20
of securities being registered
23.01 Consent of Arthur Andersen LLP to incorporation 22
of their report dated February 28, 1999 with
respect to consolidated financial statements of
Registrant and subsidiaries at December 31, 1998
and for each of the three years in the period
ended December 31, 1998.
23.02 Consent of Dechert Price & Rhoads (contained in
opinion filed as Exhibit 5.01 to this
Registration Statement).
24.01 Power of Attorney (included in Signature Page).
EXHIBIT 4.02
PENN VIRGINIA CORPORATION
BYLAWS
AS AMENDED FEBRUARY 9, 2000
ARTICLE 1 SHAREHOLDERS
Section 1. Meetings.
A. Annual Meeting. Unless otherwise fixed by the board of
directors the annual meeting of shareholders for the election of directors
and for other business shall be held on the first Tuesday of May in each
year or, if that day is a legal holiday, on the first subsequent business
day.
B. Special Meetings. Special meetings of the shareholders may be
called at any time by the chief executive officer, or a majority of the
board of directors.
C. Place. Meetings of the shareholders shall be held at such place
in Philadelphia, Pennsylvania or elsewhere, as may be fixed by the board of
directors in the notice of meeting.
D. Adjournments. A Public Announcement of an adjournment of an annual
or special meeting shall not commence a new time period for the giving of
shareholder notices provided herein. For purposes of these Bylaws, "Public
Announcement" includes without limitation (i) a press release reported by
the Dow Jones News, Associated Press or a comparable national news service,
or (ii) a document filed with the Securities and Exchange Commission.
E. Organization. The Chairman of the Board of Directors, or, in the
absence of the Chairman of the Board of Directors, such other officer or
board member as the Board of Directors may designate, shall preside at each
meeting of shareholders and may adjourn the meeting from time to time. The
Secretary or an Assistant Secretary shall act as secretary of the meeting
and keep a record of the proceedings thereof. The Board of Directors of
the Company shall be entitled to make such rules or regulations for the
conduct of meetings of shareholders as it shall deem necessary, appropriate
or convenient. Subject to such rules and regulations of the Board of
Directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures, and to do
all such acts as, in the judgement of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including
without limitation, establishing an agenda or order of business for the
meeting, establishing rules and procedures for maintaining order at the
meeting and the safety of those present, limiting the participation in such
meeting to shareholders of record of the Company and their duly authorized
and constituted proxies, and such other persons as the chairman shall
permit, restricting entry to the meeting after the time fixed for the
commencement thereof, limiting the time allotted to questions or comments
by participants, and regulating the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to
the extent, determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
Section 2. Notice.
Written notice of the time and place of all meetings of shareholders and of
the purpose of each special meeting of shareholders shall be given to each
shareholder entitled to vote thereat at least ten days before the date of
the meeting, unless a greater period of notice is required by law in a
particular case.
Section 3. Voting.
A. Voting Rights. Except as otherwise provided herein, or in the
Articles of Incorporation, or by law, every shareholder shall have the
right at every shareholders' meeting to one vote for every share standing
in his name on the books of the Company which is entitled to vote at such
meeting. Every shareholder may vote either in person or by proxy.
B. Election of Directors. At each annual meeting the shareholders
shall elect at least seven but not more than ten directors who shall
constitute the entire Board.
C. Nomination of Directors. Nominations for the election of directors
may be made by the Board of Directors or by any shareholder (a "Nominator")
entitled to vote in the election of directors. Such nominations, other
than those made by the Board of Directors, shall be made in writing
pursuant to timely notice delivered to or mailed and received by the
Secretary of the Company as set forth in this Section 3C. To be timely in
connection with an annual meeting of shareholders, a Nominator's notice,
setting forth the name and address of the person to be nominated, shall be
delivered to or mailed and received at the principal executive offices of
the Company not less than 90 days nor more than 180 days prior to the
earlier of the date of the meeting or the corresponding date on which the
immediately preceding year's annual meeting of shareholders was held;
provided, however, that with respect to the annual meeting of shareholders
to be held in 1998, notice by the shareholder to be timely must be
delivered not later than the tenth day following the day on which Public
Announcement of the date of such meeting is first made by the Company. To
be timely in connection with any election of a director at a special
meeting of the shareholders, a Nominator's notice, setting forth the name
and address of the person to be nominated, shall be delivered to or mailed
and received at the principal executive offices of the Company not later
than the close of business on the tenth day following the day on which
notice of the date of the meeting was mailed or Public Announcement of such
meeting was made, whichever first occurs. At such time, the Nominator
shall also submit written evidence, reasonably satisfactory to the
Secretary of the Company, that the Nominator is a shareholder of the
Company and shall identify in writing (i) the name and address of the
Nominator, (ii) the number of shares of each class of capital stock of the
Company of which the Nominator is the beneficial owner, (iii) the name and
address of each of the persons, if any, with whom the Nominator is acting
in concert and (iv) the number of shares of capital stock of which each
such person with whom the Nominator is acting in concert is the beneficial
owner pursuant to which the nomination or nominations are to be made. At
such time, the Nominator shall also submit in writing (i) the information
with respect to each such proposed nominee that would be required to be
provided in a proxy statement prepared in accordance with Regulation 14A
under the Securities Exchange Act of 1934, as amended, and (ii) a notarized
affidavit executed by each such proposed nominee to the effect that, if
elected as a member of the Board of Directors, he will serve and that he is
eligible for election as a member of the Board of Directors. Within 30
days (or such shorter time period that may exist prior to the date of the
meeting) after the Nominator has submitted the aforesaid items to the
Secretary of the Company, the Secretary of the Company shall determine
whether the evidence of the Nominator's status as a shareholder submitted
by the Nominator is reasonably satisfactory and shall notify the Nominator
in writing of such determination. If the Secretary of the Company finds
that such evidence is not reasonably satisfactory, or if the Nominator
fails to submit the requisite information in the form or within the time
indicated, such nomination shall be ineffective for the election at the
meeting at which such person is proposed to be nominated. The presiding
person at each meeting of shareholders shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should
so determine and so declare, the nomination shall be disregarded. The
requirements of this Section 3C shall be in addition to any other
requirements imposed by these Bylaws, by the Company's Articles of
Incorporation or by law and in no event shall the periods specified herein
be in derogation of other time periods required by law.
Section 4. Quorum.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of stock of the Company entitled to vote at a meeting
shall constitute a quorum. If a quorum is not present, no business shall
be transacted except to adjourn to a future time.
Section 5. Shareholder Proposals.
No proposal by a shareholder may be voted upon at a meeting of shareholders
unless the proposing shareholder shall have delivered or mailed in a timely
manner (as set forth herein) and in writing to the Secretary of the Company
(A) notice of such proposal, (B) the text of the proposed alteration,
amendment or repeal, if such proposal relates to a proposed change to the
Company's Articles of Incorporation or Bylaws, (C) evidence reasonably
satisfactory to the Secretary of the Company of such shareholder's status as
such and of the number of shares of each class of capital stock of the
Company of which such shareholder is the beneficial owner, (D) a list of the
names and addresses of other beneficial owners of shares of the capital
stock of the Company, if any, with whom such shareholder is acting in
concert, and the number of shares of each class of capital stock of the
Company beneficially owned by each such beneficial owner and (E) an opinion
of counsel, which counsel and the form and substance of which opinion shall
be reasonably satisfactory to the Board of Directors of the Company, to the
effect that the Articles of Incorporation or Bylaws resulting from the
adoption of such proposal would not be in conflict with the laws of the
Commonwealth of Virginia if such proposal relates to a proposed change to
the Company's Articles of Incorporation or Bylaws. To be timely in
connection with an annual meeting of shareholders, a shareholder's notice
and other aforesaid items shall be delivered to or mailed and received at
the principal executive offices of the Company not less than 90 nor more
than 180 days prior to the earlier of the date of the meeting or the
corresponding date on which the immediately preceding year's annual meeting
of shareholders was held; provided, however, that with respect to the annual
meeting of shareholders to be held in 1998, notice by the shareholder to be
timely must be delivered not later than the tenth day following the day on
which Public Announcement of the date of such meeting is first made by the
Company. To be timely in connection with the voting on any such proposal at
a special meeting of the shareholders, a shareholder's notice and other
aforesaid items shall be delivered to or mailed and received at the
principal executive offices of the Company not later than the close of
business on the tenth day following the day on which such notice of date of
the meeting was mailed or Public Announcement was made whichever first
occurs. Within 30 days (or such shorter period that may exist prior to the
date of the meeting) after such shareholder shall have submitted the
aforesaid items to the Secretary of the Company, the Secretary shall
determine whether the items to be ruled upon by the Secretary are reasonably
satisfactory and shall notify such shareholder in writing of such
determination. If such shareholder fails to submit a required item in the
form or within the time indicated, or if the Secretary determines that the
items to be ruled upon by the Secretary are not reasonably satisfactory,
then such proposal by such shareholder may not be voted upon by the
shareholders of the Company at such meeting of shareholders. The presiding
person at each meeting of shareholders shall, if the facts warrant,
determine and declare at the meeting that a proposal was not made in
accordance with the procedures prescribed by these Bylaws, and if he should
so determine and so declare the proposal shall be disregarded. The
requirements of this Section 5 shall be in addition to any other
requirements imposed by these Bylaws, by the Company's Articles of
Incorporation or by law and in no event shall the periods specified herein
be in derogation of other time periods required by law.
ARTICLE 2 DIRECTORS
Section 1. Term of Office.
Each director elected at an annual meeting of the shareholders shall hold
office until the next annual meeting, unless properly removed or
disqualified, and until such further time as his successor is elected and
has qualified.
Section 2. Powers.
The business of the Company shall be managed by the board of directors
which shall have all powers conferred by law and these bylaws. The board
of directors shall elect, remove or suspend officers, determine their
duties and compensations, and require security in such amounts as it may
deem proper.
Section 3. Meetings.
A. Regular Meetings. Regular meetings shall be held at such times
as the board shall designate by resolution. Notice of regular meetings
need not be given.
B. Special Meetings. Special meetings of the board may be called at
any time by the chief executive officer and shall be called by him upon the
written request of one-third of the directors. Written notice of the time,
place and the general nature of the business to be transacted at each
special meeting shall be given to each director at least three days before
such meeting.
C. Place. Meetings of the board of directors shall be held at such
place as the board may designate or as may be designated in the notice
calling the meeting.
Section 4. Quorum.
A majority of the number of directors in office immediately before the
meeting begins shall constitute a quorum for the transaction of business at
any meeting and, except as provided in Article VII, the acts of a majority
of the directors present at any meeting at which a quorum is present shall
be the acts of the board of directors.
Section 5. Vacancies.
Vacancies in the board of directors shall be filled by vote of a majority
of the remaining members of the board though less than a quorum. Such
election shall be for the balance of the unexpired term or until a
successor is duly elected by the shareholders and has qualified.
ARTICLE 3 BOARD COMMITTEES
Section 1. Executive Committee.
The board of directors by resolution of a majority of the number of
directors then in office may designate three or more directors to
constitute an executive committee, which, to the extent provided in such
resolution, shall have and may exercise all the authority of the board of
directors except to approve an amendment of the Company's articles of
incorporation or a plan of merger or consolidation. If an executive
committee is so designated it will elect one of its members to be its
chairman.
Section 2. Compensation and Benefits Committee.
The board of directors by resolution of a majority of the number of
directors then in office may designate three or more outside directors to
constitute a compensation and benefits committee, which shall have such
power and authority as may be provided in such resolution.
Section 3. Other Committees.
The board of directors by resolution of a majority of the number of
directors then in office may create or disband other committees, as deemed
to be proper.
ARTICLE 4 OFFICERS
Section 1. Election.
At its first meeting after each annual meeting of the shareholders, the
board of directors shall elect a president, treasurer and secretary, and
such other officers as it deems advisable. Any two or more offices may be
held by the same person except the offices of president and secretary.
Section 2. Chairman and President.
A. Chairman. The chairman shall preside at all meetings of the
board and of the shareholders. If so designated by the board of directors,
the chairman shall be the chief executive officer.
B. President. The president shall be either the chief executive
officer or the chief operating officer of the Company, as designated by the
board of directors. The president shall have such duties as the board of
directors and the chairman of the Company shall prescribe.
Section 3. Other Officers.
The duties of the other officers shall be those usually related to their
offices, except as otherwise prescribed by resolution of the board of
directors.
Section 4. General.
In the absence of the chairman and president, the person who has served
longest as vice president or any other officer designated by the board
shall exercise the powers and perform the duties of the chief executive
officer or chief operating officer or both.
The chief executive officer or any officer or employee authorized by him
may appoint, remove or suspend agents or employees of the Company and may
determine their duties and compensation.
ARTICLE 5 INDEMNIFICATION
Section 1. Right to Indemnification.
Subject to Section 3, the Company shall indemnify any person who was or is a
party or threatened to be a party to any threatened, pending or completed
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 he is or was a
director or officer of the Company, or, while a director or officer of the
Company, is or was serving at the request of the Company as a director,
officer, partner, trustee, administrator, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, for expenses (including attorney's 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 by him in connection with such action, suit or
proceeding, to the fullest extent and manner permitted by the Virginia
Corporation Law as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than permitted prior
to such amendment).
Section 2. Advance of Expenses.
Subject to Section 3, expenses incurred by a director or officer of the
Company in defending a civil or criminal action, suit or proceeding shall
be paid by the Company in advance of the final disposition of such action,
suit or proceeding 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 Company.
Section 3. Procedure for Determining Permissibility.
The procedure for determining the permissibility of indemnification
pursuant to Article 5 (including the advance of expenses), shall be that
set forth in Section 13.1-701.B of the Virginia Corporation Law, provided
that, if there has been a change in control of the Company between the time
of the action or failure to act giving rise to the claim for
indemnification and such claim, then at the option of the person seeking
indemnification, the permissibility of indemnification shall be determined
by special legal counsel selected jointly by the Company 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 Company.
Section 4. Contractual Obligation; Inuring of Benefit.
The obligations of the Company to indemnify a person under this Article V,
including the obligation to advance expenses, shall be considered
contractual obligations of the Company to such person, subject only to the
determination of permissibility as set forth in the preceding Section, and
no modification or repeal of any provision of this Article V shall affect,
to the detriment of such person, the obligations of the Company in
connection with a claim based on any act or failure to act occurring before
such modification or repeal. The obligations of the Company to indemnify a
person under this Article V, including the obligation to advance expenses,
shall inure to the benefit of the heirs, executors and administrators of
such person.
Section 5. Insurance and Other Indemnification.
The board of directors of the Company shall have the power but shall not be
obliged to (a) purchase and maintain, at the Company expense, insurance on
behalf of the Company and its director, officers, employees and agents
against liabilities asserted against any of them, including the Company's
obligations to indemnify and advance expenses, to the extent that power to
do so is not prohibited by applicable law, and (b) give other
indemnification to the extent not prohibited by applicable law.
ARTICLE 6 CERTIFICATES OF STOCK
Section 1. Share Certificates.
Every shareholder of record shall be entitled to a share certificate
representing the shares held by him. Every share certificate shall bear the
corporate seal and the signature of the president or a vice president and
the secretary or an assistant secretary or treasurer of the Company.
Section 2. Transfers.
Shares of stock of the Company shall be transferable on the books of the
Company only by the registered holder or by duly authorized attorney. A
transfer shall be made only upon surrender of the share certificate. Any
restrictions which are deemed to be imposed on the transfer of the Company's
securities by the Shareholder Rights Agreement dated as of February 11, 1998
between the Company and American Stock Transfer & Trust Company, as it may
be amended from time to time, or by any successor or replacement rights plan
or agreement, are hereby authorized.
ARTICLE 7 AMENDMENTS
These bylaws may be changed at any regular or special meeting of the board
of directors by the vote of a majority of the number of directors in office
immediately before the meeting or at any annual or special meeting of
shareholders by the vote of the shareholders entitled to vote as required
by law. Notice of any such meeting of shareholders shall set forth the
proposed change or a summary thereof.
EXHIBIT 5.01
February 9, 2000
Penn Virginia Corporation
One Radnor Corporate Center,
Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
Re: 1999 Employee Stock Incentive 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 1999 Employee Stock Incentive 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
