<PAGE> 1
As filed with the Securities and Exchange Commission on May 20, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3072771
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(Address of Principal Executive Offices) (Zip Code)
CABOT OIL & GAS CORPORATION CABOT OIL & GAS CORPORATION
1994 LONG-TERM INCENTIVE PLAN 1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
LISA A. MACHESNEY
SECRETARY
CABOT OIL & GAS CORPORATION
15375 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(713) 589-4600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to price per offering registration
to be registered be registered share (1) price fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$.10 per share (2) 1,600,000 $21.25 $34,000,000.00 $6,800
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of
computing the registration fees and based upon the average of the high and
low sales prices reported in the consolidated reporting system for the
Common Stock on the New York Stock Exchange on May 16, 1994.
(2) Includes the Right to Purchase Preferred Stock associated with the Common
Stock.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
registration information, employee benefit plan information and employee
benefit plan annual reports and other information required by Item 2 of this
Form will be sent or given to participants as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission
("Commission") either as part of the Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant shall maintain
a file of such documents is accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy of
all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Cabot Oil & Gas Corporation (the
"Company") has filed with the Commission pursuant to the Securities Exchange
Act of 1934 ("Exchange Act") (File No. 1-10447), are incorporated by reference
in the Registration Statement and shall be deemed to be a part hereof:
(a) The Company's 1993 Annual Report on Form 10-K for the year
ended December 31, 1993.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(c) The Company's Form 8-K dated May 2, 1994.
(d) The description of the Class A Common Stock, par value $.10
per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed on January 24,
1990 and the description of Rights to Purchase Series A
Junior Participating Preferred Stock, par value $.10 per
share, contained in the Company's Registration Statement on
Form 8-A filed on April 1, 1991.
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<PAGE> 3
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed amendment to this
Registration Statement or in any document that is subsequently incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The consolidated balance sheets of the Company and subsidiaries
as of December 31, 1993 and 1992 and the related consolidated statements of
income, of cash flows and of stockholders' equity for the years ended December
31, 1993, 1992 and 1991 included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 and incorporated by reference in this
Registration Statement, have been audited by Coopers & Lybrand, independent
public accountants, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.
The supplemental oil and gas information of the Company and
subsidiaries as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1993, 1992 and 1991 included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated by reference in
this Registration Statement, have been reviewed by Miller and Lents, Ltd.,
independent petroleum engineers, as stated in their review letter which is
incorporated herein by reference, and have been so incorporated in reliance
upon such letter given upon the authority of that firm as experts in petroleum
engineering.
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 VII of the Certificate of Incorporation of the Company
provides: "a
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<PAGE> 4
director of the Company shall not be personally liable to the Company or its
stockholder or stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholder or stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware (the "GCL"), as the same exists or hereafter may
be amended or replaced, or (iv) for any transaction from which the director
derived an improper personal benefit. If the GCL is amended after the date of
filing of this Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the GCL, as so amended. Any repeal or other modification of this
Article VII by the stockholder or stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification."
Additionally, Article XXXVIII of the Company's Amended and
Restated By-Laws provides: "The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (and whether or not by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise or is or was serving as a fiduciary, of any employee
benefit plan, fund or program sponsored by the Company or such other company,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the extent and under the circumstances permitted by the GCL as
amended from time to time. Such indemnification (unless ordered by a court)
shall be made as authorized in a specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set forth
in the GCL. Such determination shall be made (1) by the board of directors by
vote of a majority of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs by
independent legal counsel in a written opinion, or (3) by the stockholders.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person."
Pursuant to Section 145 of the GCL, the Company generally
has the power to indemnify its present and former directors, officers,
employees and agents against
II-3
<PAGE> 5
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful. With respect to suits by or in the
right of the Company, however, indemnification is generally limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate. The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company also has the power to purchase and maintain insurance
for such persons.
The above discussion of the Company's Certificate of
Incorporation and Amended and Restated By-laws and Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in
its entirety by each of such documents and such statute.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are included as exhibits to this
Registration Statement. Those exhibits below incorporated by reference herein
are indicated as such by the information supplied in the parenthetical
thereafter. If no parenthetical appears after an exhibit, copies of the
document have been filed herewith.
Exhibit
Number Description
4.1 Certificate of Incorporation of Cabot Oil & Gas Corporation
(Exhibit 3.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-32553).
4.2 Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit 3.0
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993, File No. 1-10447).
4.3 Form of Certificate of Common Stock of Cabot Oil & Gas Corporation
(Exhibit 4 to the Company's Registration Statement on Form S-1,
Registration No. 33-32553).
II-4
<PAGE> 6
4.4 Rights Agreement dated as of March 28, 1991 between the Company and The
First National Bank of Boston, as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of Series A Junior
Participating Preferred Stock (Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on April 1, 1991, File No. 1-10447).
4.5 Cabot Oil & Gas Corporation 1994 Long-Term Stock Option Plan.
4.6 Cabot Oil & Gas Corporation 1994 Nonemployee Director Stock Option
Plan.
5 Opinion of Molly S. Williams, Corporate Attorney of Cabot Oil & Gas
Corporation.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Miller and Lents, Ltd.
23.3 Consent of Molly S. Williams (included in Opinion filed as Exhibit 5
to this Registration Statement).
23.4 Awareness Letter of Coopers & Lybrand.
24 Powers of Attorney (included in the signature pages hereof).
The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.
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
II-5
<PAGE> 7
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 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.
(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 a
post-effectiveamendment 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 arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, 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.
II-6
<PAGE> 8
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 Houston, State of Texas, on May 20, 1994.
CABOT OIL & GAS CORPORATION
By: s/s John H. Lollar
----------------------------------------
(John H. Lollar)
Chairman of the Board, Chief Executive
Officer and President
Each person whose signature appears below does hereby appoint
John H. Lollar and John U. Clarke, and each of them severally, his true and
lawful attorneys or attorney-in-fact and agents or agent with power to act with
or without the other and with full power of substitution and resubstitution, to
execute for him and in his name, place and stead, in his capacity as a director
or officer or both, as the case may be, of Cabot Oil & Gas Corporation, any and
all amendments to this Registration Statement, including post-effective
amendments, as said attorneys or any of them shall deem necessary or
appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Securities and Exchange Commission. Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 20, 1994.
II-7
<PAGE> 9
Signature Title
--------- -----
Chairman of the Board, Chief Executive
Officer, President and Director (Principal
/s/ John H. Lollar Executive Officer)
- -------------------------------
John H. Lollar
Executive Vice President and Chief
Financial Officer (Principal Financial
/s/ John U. Clarke Officer
- -------------------------------
John U. Clarke
Controller
/s/ Frank A. Pici (Principal Accounting Officer)
- -------------------------------
Frank A. Pici
/s/ Robert F. Bailey Director
- -------------------------------
Robert F. Bailey
/s/ Samuel W. Bodman Director
- -------------------------------
Samuel W. Bodman
/s/ Henry O. Boswell Director
- -------------------------------
Henry O. Boswell
/s/ John G.L. Cabot Director
- -------------------------------
John G.L. Cabot
/s/ William R. Esler Director
- -------------------------------
William R. Esler
/s/ William H. Knoell Director
- ------------------------------
William H. Knoell
II-8
<PAGE> 10
/s/ Carl M. Mueller Director
- ------------------------------
Carl M. Mueller
/s/ C. Wayne Nance Director
- ------------------------------
C. Wayne Nance
/s/ Charles P. Siess, Jr. Director
- ------------------------------
Charles P. Siess, Jr.
/s/ William P. Vititoe Director
- ------------------------------
William P. Vititoe
II-9
<PAGE> 11
INDEX TO EXHIBITS
4.1 Certificate of Incorporation of Cabot Oil & Gas Corporation (Exhibit
3.1 to the Company's Registration Statement on Form S-1, Registration
No. 33-32553).
4.2 Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit
3.0 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993, File No. 1-10447).
4.3 Form of Certificate of Common Stock of Cabot Oil & Gas Corporation
(Exhibit 4 to the Company's Registration Statement on Form S-1,
Registration No. 33-32553).
4.4 Rights Agreement dated as of March 28, 1991 between the Company and
The First National Bank of Boston, as Rights Agent, which includes as
Exhibit A the form of Certificate of Designations of Series A Junior
Participating Preferred Stock (Exhibit 1 to the Company's
Registration Statement on From 8-A filed on April 1, 1991, File No.
1-10447).
4.5 Cabot Oil & Gas Corporation 1994 Long-Term Incentive Stock Option
Plan.
4.6 Cabot Oil & Gas Corporation 1994 Nonemployee Director Stock Option
Plan.
5 Opinion of Molly S. Williams, Corporate Attorney of Cabot Oil & Gas
Corporation.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Miller and Lents, Ltd.
23.3 Consent of Molly S. Williams (included in Opinion filed as Exhibit 5
to this Registration Statement).
23.4 Awareness Letter of Coopers & Lybrand.
24. Powers of Attorney (included in the signature pages hereof).
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<PAGE> 1
EXHIBIT 4.5
1994 LONG-TERM INCENTIVE PLAN
OF
CABOT OIL & GAS CORPORATION
1. Objectives. The Cabot Oil & Gas Corporation 1994 Long-Term
Incentive Plan (the "Plan") is designed to retain key executives and other
selected employees and reward them for making major contributions to the
success of Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"),
and its Subsidiaries (as hereinafter defined). These objectives are to be
accomplished by making awards under the Plan and thereby providing Participants
(as hereinafter defined) with a proprietary interest in the growth and
performance of the Company and its Subsidiaries.
2. Definitions. As used herein, the terms set forth below shall
have the following respective meanings:
"Award" means the grant of any form of stock option, stock
appreciation right, stock award or cash award, whether granted singly, in
combination or in tandem, to a Participant pursuant to any applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.
"Award Agreement" means a written agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
an Award.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" means such committee of the Board as is designated by the
Board to administer the Plan. The Committee shall be constituted to permit the
Plan to comply with Rule 16b-3.
"Common Stock" means the Class A Common Stock, par value $.10 per
share, of the Company.
"Director" means an individual serving as a member of the Board.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Fair Market Value" means, as of a particular date, (i) if the shares
of Common Stock are listed on a national securities exchange, the average
between the highest and lowest sales price per share of Common Stock on the
consolidated transaction reporting system for the principal such national
securities exchange on that date, or, if there shall have been no such sale so
reported on that date, on the last preceding date on which such a sale was so
reported, (ii) if the shares of Common Stock are not so listed but are quoted
in the NASDAQ National Market System, the average between the highest and
lowest sales price per share of Common Stock on the NASDAQ National Market
System on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported or
(iii) if the Common Stock is not so listed or quoted, the average between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations
shall be available, as reported by NASDAQ, or, if not reported by NASDAQ, by
the National Quotation Bureau, Inc.
<PAGE> 2
"Participant" means an employee of the Company or any of its
Subsidiaries to whom an Award has been made under this Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
"Subsidiary" means any corporation of which the Company directly or
indirectly owns shares representing more than 50% of the voting power of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the stockholders of such
corporation.
3. Eligibility. Employees of the Company and its Subsidiaries are
eligible for an Award under this Plan.
4. Common Stock Available for Awards. There shall be available
for Awards granted wholly or partly in Common Stock (including rights or
options which may be exercised for or settled in Common Stock) during the term
of this Plan an aggregate of 1,500,000 shares of Common Stock of which no more
than 600,000 shares will be used for Stock Awards. The Board of Directors and
the appropriate officers of the Company shall from time to time take whatever
actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common
Stock available for issuance pursuant to Awards. Common Stock related to
Awards that are forfeited or terminated, expire unexercised, are settled in
cash in lieu of Stock or in a manner such that all or some of the shares
covered by an Award are not issued to a Participant, or are exchanged for
Awards that do not involve Common Stock, shall immediately become available for
Awards hereunder. The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may
deem appropriate under Rule 16b-3.
5. Administration. This Plan shall be administered by the
Committee, which shall have full and exclusive power to interpret this Plan and
to adopt such rules, regulations and guidelines for carrying out this Plan as
it may deem necessary or proper, all of which powers shall be exercised in the
best interests of the Company and in keeping with the objectives of this Plan.
The Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or exercisability of an
Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant holding such Award or (ii) consented to by such Participant.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. Any decision
of the Committee in the interpretation and administration of this Plan shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Committee or officer of the
Company to whom it has delegated authority in accordance with the provisions of
Paragraph 6 of this Plan shall be liable for anything done or omitted to be
done by him or her, by any member of the Committee or by any officer of the
Company in connection with the performance of any duties under this Plan,
except for his or her own willful misconduct or as expressly provided by
statute. The Committee shall establish the vesting schedule, if any, for each
award. It is the intent of this Plan that any stock option grants will never
be repriced or reissued.
6. Delegation of Authority. The Committee may delegate to the
Chief Executive Officer and to other senior officers of the Company its duties
under this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to,
Participants who are subject to Section 16 of the Exchange Act.
7. Awards. The Committee shall determine the type or types of
Awards to be made to each Participant under this Plan. Each Award made
hereunder shall be embodied in an Award Agreement, which shall contain such
terms, conditions, performance requirements and limitations as shall be
determined by the Committee in its sole discretion and shall be signed by the
Participant and by the Chief Executive Officer, the
<PAGE> 3
Chief Operating Officer, or any Vice President of the Company for and on behalf
of the Company. Awards may consist of those listed in this Paragraph 7 and may
be granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Plan or any other employee plan of the Company or any of
its Subsidiaries, including the plan of any acquired entity. An Award may
provide for the granting or issuance of additional, replacement or alternative
Awards upon the occurrence of specified events, including the exercise of the
original Award. Notwithstanding anything herein to the contrary, no Participant
may be granted, during any calendar year, Awards consisting of stock options or
stock appreciation rights on more than 15% of the total number of shares of
Common Stock initially available for award under the Plan.
(a) Stock Option. An Award may consist of a right to purchase a
specified number of shares of Common Stock at a specified price that is not
less than the greater of (i) the Fair Market Value of the Common Stock on the
date of grant and (ii) the par value of the Common Stock on the date of grant.
A stock option may be in the form of an incentive stock option ("ISO") which,
in addition to being subject to applicable terms, conditions and limitations
established by the Committee, complies with Section 422 of the Code.
(b) Stock Appreciation Right. An Award may consist of a right to
receive a payment, in cash or Common Stock, equal to the excess of the Fair
Market Value or other specified valuation of a specified number of shares of
Common Stock on the date the stock appreciation right ("SAR") is exercised over
a specified strike price as set forth in the applicable Award Agreement.
(c) Stock Award. An Award may consist of Common Stock or may be
denominated in units of Common Stock. All or part of any stock award may be
subject to conditions established by the Committee, and set forth in the Award
Agreement, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries, achievement of specific business objectives,
increases in specified indices, attaining specified growth rates and other
comparable measurements of performance. Such Awards may be based on Fair
Market Value or other specified valuations. The certificates evidencing shares
of Common Stock issued in connection with a stock award shall contain
appropriate legends and restrictions describing the terms and conditions of the
restrictions applicable thereto.
(d) Cash Award. An Award may be denominated in cash with the
amount of the eventual payment subject to future service and such other
restrictions and conditions as may be established by the Committee, and set
forth in the Award Agreement, including, but not limited to, continuous service
with the Company and its Subsidiaries, achievement of specific business
objectives, increases in specified indices, attaining specified growth rates
and other comparable measurements of performance.
8. Payment of Awards.
(a) General. Payment of Awards may be made in the form of cash or
Common Stock or combinations thereof and may include such restrictions as the
Committee shall determine, including in the case of Common Stock, restrictions
on transfer and forfeiture provisions. As used herein, "Restricted Stock"
means Common Stock that is restricted or subject to forfeiture provisions.
(b) Deferral. With the approval of the Committee, payments may be
deferred, either in the form of installments or a future lump sum payment. The
Committee may permit selected Participants to elect to defer payments of some
or all types of Awards in accordance with procedures established by the
Committee. Any deferred payment, whether elected by the Participant or
specified by the Award Agreement or by the Committee, may be forfeited if and
to the extent that the Award Agreement so provides.
(c) Dividends and Interest. Dividends or dividend equivalent
rights may be extended to and made part of any Award denominated in Common
Stock or units of Common Stock, subject to such terms, conditions and
restrictions as the Committee may establish. The Committee may also establish
rules and
<PAGE> 4
procedures for the crediting of interest on deferred cash payments and dividend
equivalents for deferred payment denominated in Common Stock or units of Common
Stock.
(d) Substitution of Awards. At the discretion of the Committee, a
Participant may be offered an election to substitute an Award for another Award
or Awards of the same or different type.
9. Stock Option Exercise. The price at which shares of Common
Stock may be purchased under a stock option shall be paid in full at the time
of exercise in cash or, if permitted by the Committee, by means of tendering
Common Stock or surrendering another Award, including Restricted Stock, valued
at Fair Market Value on the date of exercise, or any combination thereof. The
Committee shall determine acceptable methods for tendering Common Stock or
other Awards to exercise a stock option as it deems appropriate. If permitted
by the Committee, payment may be made by successive exercises by the
Participant. The Committee may provide for loans from the Company to permit
the exercise or purchase of Awards and may provide for procedures to permit the
exercise or purchase of Awards by use of the proceeds to be received from the
sale of Common Stock issuable pursuant to an Award. Unless otherwise provided
in the applicable Award Agreement, in the event shares of Restricted Stock are
tendered as consideration for the exercise of a stock option, a number of the
shares issued upon the exercise of the stock option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.
10. Tax Withholding. The Company shall have the right to deduct
applicable taxes from any Award payment and withhold, at the time of delivery
or vesting of cash or shares of Common Stock under this Plan, an appropriate
amount of cash or number of shares of Common Stock or a combination thereof for
payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes. The Committee may also permit withholding to be
satisfied by the transfer to the Company of shares of Common Stock theretofore
owned by the holder of the Award with respect to which withholding is required.
If shares of Common Stock are used to satisfy tax withholding, such shares
shall be valued based on the Fair Market Value when the tax withholding is
required to be made.
11. Amendment, Modification, Suspension or Termination. The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law except that (i) no amendment or alteration that would impair the rights
of any Participant under any Award previously granted to such Participant shall
be made without such Participant's consent and (ii) no amendment or alteration
shall be effective prior to approval by the Company's stockholders to the
extent such approval is then required pursuant to Rule 16b-3 in order to
preserve the applicability of any exemption provided by such rule to any Award
then outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
12. Termination of Employment. Upon the termination of employment
by a Participant, any unexercised, deferred or unpaid Awards shall be treated
as provided in the specific Award Agreement evidencing the Award. In the event
of such a termination, the Committee may, in its discretion, provide for the
extension of the exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions
contained in an Award, waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify the Award in any manner that is either
(i) not adverse to such Participant or (ii) consented to by such Participant.
<PAGE> 5
13. Assignability. Unless otherwise determined by the Committee
and provided in the Award Agreement, no Award or any other benefit under this
Plan constituting a derivative security within the meaning of Rule 16a-1(c)
under the Exchange Act shall be assignable or otherwise transferable except by
will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. The Committee may
prescribe and include in applicable Award Agreements other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under this
Plan in violation of this Paragraph 13 shall be null and void.
14. Adjustments.
(a) The existence of outstanding Awards shall not affect in any
manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding of any kind, whether or not of a
character similar to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock or declaration of a dividend payable in shares of Common
Stock or capital reorganization or reclassification or other transaction
involving an increase or reduction in the number of outstanding shares of
Common Stock, the Committee may adjust proportionally (i) the number of shares
of Common Stock reserved under this Plan and covered by outstanding Awards
denominated in Common Stock or units of Common Stock; (ii) the exercise or
other price in respect of such Awards; and (iii) the appropriate Fair Market
Value and other price determinations for such Awards. In the event of any
consolidation or merger of the Company with another corporation or entity or
the adoption by the Company of a plan of exchange affecting the Common Stock or
any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Committee
shall make such adjustments or other provisions as it may deem equitable,
including adjustments to avoid fractional shares, to give proper effect to such
event. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Committee
shall be authorized to issue or assume stock options, regardless of whether in
a transaction to which Section 424(a) of the Code applies, by means of
substitution of new options for previously issued options or an assumption of
previously issued options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to, Awards and the
termination of unexercised options in connection with such transaction.
15. Restrictions. No Common Stock or other form of payment shall
be issued with respect to any Award unless the Company shall be satisfied based
on the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that this Plan comply with Rule 16b-3 with respect to persons subject to
Section 16 of the Exchange Act unless otherwise provided herein or in an Award
Agreement, that any ambiguities or inconsistencies in the construction of this
Plan be interpreted to give effect to such intention, and that if any provision
of this Plan is found not to be in compliance with Rule 16b-3, such provision
shall be null and void to the extent required to permit this Plan to comply
with Rule 16b-3. Certificates evidencing shares of Common Stock delivered
under this Plan may be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any
securities exchange or transaction reporting system upon which the Common Stock
is then listed and any applicable federal and state securities law. The
Committee may cause a legend or legends to be placed upon any such certificates
to make appropriate reference to such restrictions.
<PAGE> 6
16. Unfunded Plan. Insofar as it provides for Awards of cash,
Common Stock or rights thereto, this Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by
cash, Common Stock or rights thereto, nor shall this Plan be construed as
providing for such segregation, nor shall the Company nor the Board nor the
Committee be deemed to be a trustee of any cash, Common Stock or rights thereto
to be granted under this Plan. Any liability or obligation of the Company to
any Participant with respect to a grant of cash, Common Stock or rights thereto
under this Plan shall be based solely upon any contractual obligations that may
be created by this Plan and any Award Agreement, and no such liability or
obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.
17. Governing Law. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by
mandatory provisions of the Code or the securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State of
Delaware.
18. Effective Date of Plan. This Plan shall be effective as of the
date (the "Effective Date") it is approved by the Board of Directors of the
Company. Notwithstanding the foregoing, the adoption of this Plan is expressly
conditioned upon the approval by the holders of a majority of shares of Common
Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders held on or before December 17, 1994. If the
stockholders of the Company should fail so to approve this Plan prior to such
date, this Plan shall terminate and cease to be of any further force or effect
and all grants of Awards hereunder shall be null and void.
<PAGE> 1
EXHIBIT 4.6
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
OF
CABOT OIL & GAS CORPORATION
1. Purpose of the Plan. This Nonemployee Director Stock Option
Plan (the "Plan") is intended as an incentive to retain and attract persons of
training, experience and ability to serve as independent directors on the Board
of Directors of Cabot Oil & Gas Corporation, a Delaware corporation (the
"Company"), to encourage the sense of proprietorship of such persons and to
stimulate the active interest of such persons in the development and financial
success of the Company. It is further intended that the options granted
pursuant to this Plan (the "Options") will be nonqualified options within the
meaning of Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. Stockholder Approval. All Options granted pursuant to this Plan
are subject to, and may not be exercised before, the approval of this Plan by
the affirmative vote of the holders of a majority of the outstanding shares of
the Class A Common Stock, par value $.10 per share (the "Common Stock"), of the
Company that are present, or represented, and entitled to vote at a meeting of
the Company's stockholders.
3. Designation of Participants; Automatic Grant of Options. Each
director of the Company who is not an employee of the Company or any Subsidiary
(as hereinafter defined) of the Company (any such director being hereinafter
referred to as a "Nonemployee Director") shall be granted Options as described
hereunder. Each Nonemployee Director who is a director as of the Effective
Date (as hereinafter defined) and who has not already received a grant of
options under the 1990 Nonemployee Director Stock Option Plan shall
automatically be granted Options to purchase 10,000 shares of Common Stock at
the Effective Date. Thereafter, each individual who becomes a Nonemployee
Director shall automatically be granted Options to purchase 10,000 shares of
Common Stock (subject to adjustment as provided in Paragraph 10) on the date
such person first becomes a Nonemployee Director. Furthermore, upon the
reelection to a new term of office on the Company's Board of Directors, each
Nonemployee Director shall automatically be granted Options to purchase an
additional 5,000 shares of Common Stock (subject to adjustment as provided in
Paragraph 10) on such date. Notwithstanding the foregoing, in the case of any
grant of Options made on a date subsequent to the Effective Date, such grant
shall only be made if the number of shares subject to future grant under this
Plan is sufficient to make all automatic grants required to be made pursuant to
this Plan on such date of grant. As used herein, the term "Subsidiary" of the
Company shall mean any corporation of which the Company directly or indirectly
owns shares representing more than 50% of the voting power of all classes or
series of capital stock of such corporation which have the right to vote
generally on matters submitted to a vote of the stockholders of such
corporation.
4. Option Agreement. Each Option granted hereunder shall be
embodied in a written option agreement ("Option Agreement"), which shall be
subject to the terms and conditions set forth above and shall be signed by the
Optionee and by the Chief Executive Officer, the Chief Operating Officer, or
any Vice President of the Company for and on behalf of the Company. Such an
Option Agreement shall be in the form attached as Exhibit A hereto.
5. Common Stock Reserved for the Plan. Subject to adjustment as
provided in Paragraph 10 hereof, a total of 100,000 shares of Common Stock
shall be reserved for issuance upon the exercise of Options granted pursuant to
this Plan. The shares subject to the Plan shall consist of unissued shares or
previously issued shares reacquired and held by the Company, or any parent or
subsidiary of the Company, in its treasury. The Board of Directors and the
appropriate officers of the Company shall from time to time take
<PAGE> 2
whatever actions are necessary to execute, acknowledge, file and deliver any
documents required to be filed with or delivered to any governmental authority
or any stock exchange or transaction reporting system on which shares of Common
Stock are listed or quoted in order to make shares of Common Stock available
for issuance to an Optionee (as hereinafter defined) pursuant to this Plan.
Common Stock subject to Options that are forfeited or terminated or expire
unexercised in such a manner that all or some of the shares subject thereto are
not issued to an Optionee shall immediately become available for the granting
of Options. As used herein, the term "Optionee" shall mean any Nonemployee
Director to whom Options are granted hereunder.
6. Option Price.
(a) The purchase price of each share of Common Stock that is subject
to an Option granted pursuant to this Plan shall be 100% of the Fair Market
Value of such share of Common Stock on the date the Option is granted.
(b) The Fair Market Value of a share of Common Stock on a particular
date shall be deemed to be (i) if the shares of Common Stock are listed on a
national securities exchange, the average of the highest and lowest sales price
per share of Common Stock on the principal such national securities exchange on
that date, or, if there shall have been no such sale so reported on that date,
on the last preceding date on which such a sale was so reported, (ii) if the
shares of Common Stock are not so listed but are quoted in the NASDAQ National
Market System, the average of the highest and lowest sales price per share of
Common Stock on the NASDAQ National Market System on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported or (iii) if the Common Stock is not
so listed or quoted, the average of the closing bid and asked price on that
date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by
NASDAQ, or, if not reported by NASDAQ, by the National Quotation Bureau, Inc.
7. Option Period. Each Option granted pursuant to this Plan shall
terminate and be of no force and effect with respect to any shares of Common
Stock not purchased by the Optionee upon the earliest to occur of the
following: (a) the expiration of five years following the date upon which the
Option is granted; (b) the expiration of one year following the date upon which
the Optionee ceases to be a Nonemployee Director by reason of death, disability
or mandatory retirement; or (c) the expiration of three months following the
date on which the Optionee ceases to be a Nonemployee Director for any reason
other than death, disability or mandatory retirement.
8. Exercise of Options.
(a) Options granted pursuant to this Plan shall be exercisable, on a
cumulative basis, as follows: (i) with respect to 33 1/3% of the total number
of shares of Common Stock initially subject to any Option, such Option shall be
exercisable on the first anniversary of the date of grant; and (ii) with
respect to the remaining shares of Common Stock subject to any Option, such
Option shall be exercisable with respect to an additional 33 1/3% of the total
number of shares initially subject thereto as of the second and third
anniversaries of the date of the grant.
(b) An Option may be exercised solely by the Optionee during his
lifetime or after his death by the person or persons entitled thereto under his
will or the laws of descent and distribution.
(c) In the event that an Optionee ceases to serve as a Nonemployee
Director for any reason other than death, disability or mandatory retirement,
an Option granted to such Optionee may be exercised only to the extent such
Option was exercisable at the time he ceased to serve in such capacity.
(d) In the event that an Optionee ceases to serve as a Nonemployee
Director by reason of death, disability or mandatory retirement, at a time when
an Option granted hereunder is still in force and unexpired under the terms of
Paragraph 7 hereof, each such unmatured Option shall be accelerated. Such
<PAGE> 3
acceleration shall be effective as of the date of death, disability or
retirement, as appropriate, and each Option so accelerated shall be exercisable
in full for so long as it is still in force and unexpired under the terms of
Paragraph 7 hereof.
(e) The purchase price of the shares as to which an Option is
exercised shall be paid in full at the time of the exercise. Such purchase
price shall be payable in cash or by means of tendering theretofore owned
Common Stock which has been held by the Optionee for more than six months,
valued at Fair Market Value on the date of exercise, or any combination
thereof. An Optionee may also exercise an Option by use of the proceeds to be
received from the sale of Common Stock issuable pursuant to the Option. No
holder of an Option shall be, or have any of the rights or privileges of, a
stockholder of the Company in respect of any shares subject to any Option
unless and until certificates evidencing such shares shall have been issued by
the Company to such holder.
9. Assignability. No Option shall be assignable or otherwise
transferable except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of
the Employee Retirement Income Security Act, or the rules thereunder. Any
attempted assignment of an Option in violation of this Paragraph 9 shall be
null and void.
10. Adjustments.
(a) The existence of outstanding Options shall not affect in any
manner the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock (whether or not such issue is prior to, on a parity with
or junior to the Common Stock) or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding of any kind, whether or not of a
character similar to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock or declaration of a dividend payable in shares of Common
Stock or capital reorganization or reclassification or other transaction
involving an increase or reduction in the number of outstanding shares of
Common Stock, the Board of Directors may adjust proportionally (i) the number
of shares of Common Stock reserved under these Options; and (ii) the exercise
price of such Options. In the event of any consolidation or merger of the
Company with another corporation or entity or the adoption by the Company of a
plan of exchange affecting the Common Stock or any distribution to holders of
Common Stock of securities or property (other than normal cash dividends or
dividends payable in Common Stock), the Board of Directors shall make such
adjustments or other provisions as it may deem equitable, including adjustments
to avoid fractional shares, to give proper effect to such event. In the event
of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board of Directors shall be
authorized to issue or assume stock options, regardless of whether in a
transaction to which Section 424(a) of the Code applies, by means of
substitution of new options for previously issued options or an assumption of
previously issued options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to, the termination of
unexercised options in connection with such transaction.
(c) An Option shall become fully exercisable upon a Change in
Control (as hereinafter defined) of the Company. For purposes of this Plan, a
"Change of Control" shall be conclusively deemed to have occurred if (and only
if) any of the following events shall have occurred: (a) there shall have
occurred an event required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not the Company is then subject to
such reporting requirement; (b) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding voting
<PAGE> 4
securities without prior approval of at least two-thirds of the members of the
Board of Directors in office immediately prior to such person's attaining such
percentage interest; (c) the Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of
which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter or (d) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.
11. Purchase for Investment. Unless the Options and shares of
Common Stock covered by this Plan have been registered under the Securities Act
of 1933, as amended, each person exercising an Option under this Plan may be
required by the Company to give a representation in writing in form and
substance satisfactory to the Company to the effect that he is acquiring such
shares for his own account for investment and not with a view to, or for sale
in connection with, the distribution of such shares or any part thereof.
12. Taxes. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes that it determines is required in
connection with any Options granted to any Optionee hereunder.
13. Amendments or Termination. The Board of Directors of the
Company may amend, alter or discontinue this Plan, except that (a) no amendment
or alteration that would impair the rights of any Optionee under any Option
that he has been granted shall be made without his consent, (b) no amendment or
alteration shall be effective prior to approval by the Company's stockholders
to the extent such approval is then required pursuant to Rule 16b-3 (or any
successor provision) under the Exchange Act in order to preserve the
applicability of any exemption provided by such rule to any Option then
outstanding (unless the holder of such Option consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements,
and (c) the Plan shall not be amended more than once every six months to the
extent such limitation is required by Rule 16b-3(c)(2)(ii) (or any successor
provision) under the Exchange Act as then in effect.
14. Government Regulations. This Plan, and the granting and
exercise of Options hereunder, and the obligation of the Company to sell and
deliver shares of Common Stock under such Options, shall be subject to all
applicable laws, rules and regulations, and to such approvals on the part of
any governmental agencies or national securities exchanges or transaction
reporting systems as may be required.
15. Governing Law. This Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by
mandatory provisions of the Code or the securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State of
Delaware.
16. Effective Date of Plan. This Plan shall be effective as of the
date (the "Effective Date") it is approved by the Board of Directors of the
Company. Notwithstanding the foregoing, the adoption of this Plan is expressly
conditioned upon the approval by the holders of a majority of shares of Common
Stock present, or represented, and entitled to vote at a meeting of the
Company's stockholders held on or before December 17, 1994. If the
stockholders of the Company should fail so to approve this Plan prior to such
date, this Plan shall terminate and cease to be of any further force or effect
and all grants of options hereunder shall be null and void.
17. Miscellaneous. The granting of any Option shall not impose upon
the Company, the Board of Directors of the Company or any other directors of
the Company any obligation to nominate any Optionee for election as a director
and the right of the stockholders of the Company to remove any person as a
director of the Company shall not be diminished or affected by reason of the
fact that an Option has been granted to such person.
<PAGE> 1
EXHIBIT 5
May 20, 1994
Cabot Oil & Gas Corporation
15375 Memorial Drive
Houston, Tx. 77079
Dear Sirs:
In my capacity as Corporate Attorney and Secretary of Cabot Oil & Gas
Corporation (the "Company"), I have reviewed a Registration Statement on Form
S-8 (the "Registration Statement") relating to the registration under the
Securities Act of 1933 of 1,600,000 shares of the Company's Class A common
stock, par value, $.10 per share (the "Common Stock") in connection with the
Company's 1994 Long-Term Incentive Plan and the 1994 Nonemployee Director Stock
Option Plan ( collectively, the "Plans").
In connection herewith, I have examined copies of such statutes,
regulations, corporate records and documents, certificates of public and
corporate officials, agreements, contracts, documents and instruments as I have
deemed necessary as a basis for the opinions hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
original documents of all documents submitted to me copies. As to the various
questions of fact material to my opinion, I have relied, to the extent I deem
such reliance proper, upon information supplied by officers, employees, agents
and representatives of the Company.
Based on the foregoing and having due regard for such legal considerations
as I deem relevant, I am of the opinion that, subject to the limitations set
forth below:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to the Registration
Statement have been duly authorized, and when such shares of Common Stock are
issued pursuant to the provisions of each of the Plans for a consideration in
excess of the par value thereof, such shares will be validly issued, fully paid
and nonassessable.
<PAGE> 2
Cabot Oil & Gas Corporation
May 20, 1994
Page 2
I am licensed to practice law in the State of Texas, and the foregoing
opinion is limited exclusively to the laws of the State of Texas, the laws of
the United States of America and, to the extent set forth below, the corporate
law of the State of Delaware. As to all matters herein relating to the
corporate law of the State of Delaware, my opinion has been based upon a
general reading of the Delaware General Corporation Law.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Molly S. Williams
Molly S. Williams
Corporate Attorney and
Secretary
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Cabot Oil & Gas Corporation on Form S-8 of our reports dated
February 25, 1994, on our audits of the consolidated financial statements and
financial statement schedules of Cabot Oil & Gas Corporation as of December 31,
1993 and 1992 and for each of the three years in the period ended December 31,
1993, which reports are included, or incorporated by reference, in Cabot Oil &
Gas Corporation's Annual Report on Form 10-K for the year ended December 31,
1993.
COOPERS & LYBRAND
Houston, Texas
May 19, 1994
<PAGE> 1
EXHIBIT 23.2
[LETTERHEAD]
May 18, 1994
Cabot Oil & Gas Corporation
15375 Memorial Drive
Houston, Texas 77079
Re: Securities and Exchange Commission
Form S-8 of Cabot Oil & Gas Corporation
Gentlemen:
The firm of Miller and Lents, Ltd. consents to the use of its name and to
the use of its report dated February 11, 1994 regarding the Cabot Oil & Gas
Corporation Proved Reserves and Future Net Revenues as of January 1, 1994,
which report is to be included by reference in Form S-8 to be filed May 20,
1994 by Cabot Oil & Gas Corporation with the Securities and Exchange
Commission.
Miller and Lents, Ltd. has no interests in Cabot Oil & Gas Corporation, or
in any of its affiliated companies or subsidiaries and is not to receive any
such interest as payment for such report and has no director, officer, or
employee employed or otherwise connected with Cabot Oil & Gas Corporation. We
are not employed by Cabot Oil & Gas Corporation on a contingent basis.
Yours very truly,
MILLER AND LENTS, LTD.
By /s/ Walter Crow
-----------------
Walter Crow
President
<PAGE> 1
Exhibit 23.4
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cabot Oil & Gas Corporation
Registration Statement on Form S-8
We are aware that our report dated May 10, 1994 on our review of interim
consolidated financial information of Cabot Oil & Gas Corporation for the
periods ended March 31, 1994 and 1993 is incorporated by reference in this
registration statement on Form S-8. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
registation statement prepared or certified by us within the meanings of
Sections 7 and 11 of that Act.
COOPERS & LYBRAND
Houston, Texas
May 19, 1994
