<PAGE>
As Filed with the Securities and Exchange Commission on July 2, 1999
Registration No. 333-__________
Securities and Exchange Commission
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Gothic Energy Corporation
(Exact Name of Registrant as specified in its Charter)
Oklahoma 22-2663839
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105
(918) 749-5666
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
1996 Omnibus Incentive Plan
(Full Title of Plan)
Michael Paulk, President
Gothic Energy Corporation
5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105
(918) 749-5666
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a Copy to:
William S. Clarke, Esquire
William S. Clarke, P.A.
457 North Harrison Street, Suite 103, Princeton, New Jersey 08540
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Unit Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 $0.40 $200,000(1) $ 55.00
- --------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 500,000 $0.42 $210,000(2) $ 58.00
- --------------------------------------------------------------------------------------------------
TOTAL $113.00
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based upon the price at which the options may be exercised.
(2) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the bid and asked prices of the Registrant's
Common Stock on the OTC Bulletin Board on June 29, 1999.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
1,000,000 shares of common stock issued or issuable on exercise of options
granted and to be granted under the 1996 Omnibus Incentive Plan to selected
management and other key employees of Gothic Energy Corporation, an Oklahoma
corporation (the "Company").
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan of Information
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to plan participants as specified in Rule 428(b)(1)
and, in accordance with the introductory Note to Part I, are not filed with the
Commission as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
The Company will furnish without charge to each person to whom a
Section 10(a) Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated herein by reference
in Item 3 of Part II of this Registration Statement. Requests should be
addressed to Gothic Energy Corporation, 5727 South Lewis Avenue, Suite 700,
Tulsa, Oklahoma 74105.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"), filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (File No. 0-18754):
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999.
3. The Current Reports of the Company on Form 8-K dated February
18, 1997, Form 8-K/A filed June 6, 1997, Form 8-K dated April 16,
1997, Form 8-K dated June 30, 1997, Form 8-K dated September 9, 1997,
Form 8-K/A filed on October 3, 1997, Form 8-K dated November 25, 1997,
Form 8-K dated January 23, 1998, Form 8-K/A filed January 30, 1998,
Form 8-K/A filed February 6, 1998, Form 8-K/A filed February 25, 1998,
Form 8-K/A filed April 8, 1998, Form 8-K dated March 31, 1998, and
Form 8-K dated April 27, 1998.
4. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
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 other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute
a part of this Registration Statement except as so modified or
replaced.
-2-
<PAGE>
Item 4. Description of Securities
The Company's Common Stock, par value $0.01 per share, is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article VII, Sections 1 and 2 of the Company's By-Laws provide as follows:
Section 1. The Corporation 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 (other than an action by or in the right of the pertinent
corporation) by reason of the fact that he is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the pertinent corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the pertinent
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 2. The Corporation 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 or suit by or in the right of the pertinent corporation to
procure a judgment in its favor by reason of the fact that he is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such
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<PAGE>
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the pertinent corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
pertinent corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 1031 of the Oklahoma General Corporation Law provides for
indemnification of present and former officers, directors, employees and agents.
Item 7. Exemption from Registration Claimed
Options under the 1996 Omnibus Incentive Plan to purchase an aggregate of
500,000 shares of Common Stock have been granted to two officers and employees
of the Company. Such options were granted in reliance upon the exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), afforded by Section 4(2) thereof. The options granted are non-
transferrable and the optionee agreed that, unless registered under the Act, the
shares issuable on exercise of an option would bear an appropriate restrictive
legend under the Act and stop transfer instructions would be placed against the
transfer of the shares. The optionees are all knowledgeable and informed of the
business activities of the Registrant.
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<PAGE>
Item 8 Exhibits
The information required by this Item 8 is set forth in the Index to
Exhibits accompanying this Registration Statement and is incorporated herein by
reference.
Item 9. Undertakings
(a) The undersigned Registrant hereunder undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include (i)
any prospectus required by Section 10(a)(3) of the Securities Act, and to
include (ii) any additional or changed 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 paragraph (1) does not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be included in a post-
effective amendment to that paragraph is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act 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; and
(3) To remove from registration by means of a 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 Exchange
Act) 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
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<PAGE>
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 any 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.
-6-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Tulsa, State of Oklahoma,
on the 1st day of July, 1999.
Gothic Energy Corporation
By: /s/ Michael Paulk
-------------------------------------------------
Michael Paulk, President, Chief Executive Officer
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<PAGE>
GOTHIC ENERGY CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and
officers of Gothic Energy Corporation, an Oklahoma corporation, which is filing
a Registration Statement on Form S-8 with the Securities and Exchange
Commission, Washington, D.C. 20549 under the provisions of the Securities Act of
1933, as amended (the "Securities Act"), hereby constitutes and appoints Michael
Paulk and Steven P. Ensz, and each of them, the individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the person and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments,
including post-effective amendments, to the Registration Statement, including a
Prospectus or an amended Prospectus therein and any registration statement for
the same offering that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act, and all other documents in connection therewith to be
filed with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Michael Paulk Director, President and Chief July 1, 1999
- ---------------------------- Executive Officer
Michael Paulk (Principal Executive Officer)
/s/ Steven P. Ensz Vice-President, Finance; Chief July 1, 1999
- ---------------------------- Financial Officer (Principal
Steven P. Ensz Accounting and Financial
Officer)
/s/ John J. Fleming Director July 1, 1999
- ----------------------------
John J. Fleming
/s/ Brian E. Bayley Director July 1, 1999
- ----------------------------
Brian E. Bayley
-8-
<PAGE>
GOTHIC ENERGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Index to Exhibits
Exhibit Number Description
- --------------------- ----------------------------------------------------
4.1 1996 Omnibus Incentive Plan
5.1 Opinion of William S. Clarke, P.A.
15.1 Letter from PricewaterhouseCoopers LLP regarding
unaudited interim financial statements
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of William S. Clarke, P.A. (included in
Exhibit 5.1).
<PAGE>
EXHIBIT 4.1
GOTHIC ENERGY CORPORATION
1996 Omnibus Incentive Plan
Section 1. Purpose
-------
The purposes of this Gothic Energy Corporation 1996 Omnibus Incentive
Plan (the "Plan") are to encourage selected employees of Gothic Energy
Corporation, a Delaware corporation (together with any successor thereto, the
"Company") and its Affiliates (as defined below) to acquire a proprietary
interest in the growth and performance of the Company, to generate an increased
incentive to contribute to the Company's future success and prosperity, thus
enhancing the value of the Company for the benefit of its shareholders, and to
enhance the ability of the Company and its Affiliates to attract and retain
qualified individuals upon whom, in large measure, the sustained progress,
growth, and profitability of the Company depend.
Section 2. Definitions
-----------
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Affiliate" shall mean (i) any entity that directly or through one
or more intermediaries, is controlled by the Company and (ii) any entity in
which the Company has a significant equity interest, as determined by the
Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent,
or other Stock Award or Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean a written agreement, contract, or
other instrument or document evidencing an Award granted under the Plan.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
-1-
<PAGE>
(f) "Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not less than two directors, each
of whom is a "disinterested person" within the meaning of Rule 16b-3.
(g) "Dividend Equivalent" shall mean any right granted under Section
6(d) of the Plan.
(h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committees.
(i) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that meets the requirements of Section 422 of the Code
or any successor provision thereto.
(j) "Key Employee" shall mean any officer, director or other key
employee who is a regular full-time employee of the Company or its present and
future Affiliates.
(k) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not an Incentive Stock Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(m) "Participant" shall mean a Key Employee who has been granted an
Award under the Plan.
(n) "Performance Award" shall mean any right granted under Section
6(f) of the Plan.
(o) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(p) "Released Securities" shall mean securities that were Restricted
Securities with respect to which all applicable restrictions have expired,
lapsed, or been waived.
(q) "Restricted Securities" shall mean Restricted Stock or any other
Award under which issued and outstanding Shares are held subject to restrictions
imposed by the terms of
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<PAGE>
the Award.
(r) "Restricted Stock" shall mean any Shares granted under Section
6(c) of the Plan.
(s) "Restricted Stock Unit" shall mean any right granted under Section
6(c) of the Plan that is denominated in Shares.
(t) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation thereto.
(u) "Shares" shall mean the common stock of the Company, $0.01 par
value, and such other securities or property as may become the subject of Awards
pursuant to an adjustment made under Section 4(b) of the Plan.
(v) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
(w) "Stock Award" shall mean an Award of an Option, Restricted Stock,
or other right or security consisting of or convertible into Shares.
(x) "Stock-Based Award" shall mean an Award of a Stock Appreciation
Right, Dividend Equivalent, Restricted Stock Unit or other right, the value of
which is determined by reference to Shares.
(y) "Tandem Option" shall mean a Non-Qualified Option issued in tandem
with a Stock Appreciation Right.
Section 3. Administration
--------------
(a) Generally. The Plan shall be administered by the Board, or, if
----------
appointed, the Committee (herein, unless the context otherwise requires, the
Board or the Committee, if appointed, is referred to as the Committee). Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, conclusive, and binding upon all Persons, including
the Company, any Affiliate, any Participant, any holder or beneficiary of any
Award, any Shareholder, and any employee of the Company or of any Affiliate.
-3-
<PAGE>
(b) Powers. Subject to the terms of the Plan and applicable law, the
------
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to each Participant
under the Plan; (iii) determine the number of Shares to be covered by (or with
respect to which payments, rights or other matters are to be calculated in
connection with) Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other Awards, or other property, or
canceled, forfeited, or suspended, and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
Awards, other property, and other amounts payable with respect to an Award under
the Plan shall be deferred; (vii) interpret and administer the Plan and any
instruments or agreements relating to, or Awards made under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
(c) Reliance, Indemnification. The Committee may employ attorneys,
--------------------------
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, or Awards made thereunder, and all members of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.
Section 4. Shares Available for Awards
---------------------------
(a) Shares Available. Subject to adjustment as provided in Section
-----------------
4(b):
(i) Limitation on Number of Shares. Awards issuable under the Plan
-------------------------------
are limited such that the maximum aggregate number of Shares which may issued
pursuant to, or by reason of, Stock Awards and Stock-Based Awards are 1,000,000.
To the extent that an Award ceases to remain outstanding by reason of
termination of rights granted thereunder, forfeiture or otherwise, the Shares
subject to such Award shall again become
-4-
<PAGE>
available for Award under the Plan.
(ii) Accounting for Awards. For purposes of this Section 4, for any
----------------------
Award which is denominated in, or with respect to, Shares, the number of Shares
covered by such Award, or to which such Award relates, shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan; provided, however, that Awards that operate in
tandem with (whether granted simultaneously with or at a different time from),
or that are substituted for, other Awards may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting. Any
Shares that are delivered by the Company pursuant to any Award, and any Awards
that are granted by, or become obligations of, the Company, through the
assumption by the Company or an Affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company shall be counted
against the Shares available for granting Awards under the Plan.
(iii) Sources of Shares Deliverable Under Awards. Any Shares
-------------------------------------------
delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine that
------------
any (i) subdivision or consolidation of Shares, (ii) dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), (iii) recapitalization or other capital adjustment of the Company or
(iv) merger, consolidation or other reorganization of the Company or other
rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event, affects the Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (x) the number and type of Shares (or other
securities or property) which thereafter may be made the subject of Awards, (y)
the number and type of Shares (or other securities or property) subject to
outstanding Awards, and (z) the grant, purchase, or exercise price with respect
to any Award or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award; provided, however, in each case, that with
respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such adjustment would cause the Plan to violate
Section 422 of the Code or any successor provisions thereto; and provided
further, however, that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.
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<PAGE>
Section 5. Eligibility
-----------
Awards may be granted only to Key Employees. In determining the
employees to whom Awards shall be granted and the number of shares or units to
be covered by each Award, the Committee shall take into account the nature of
employees' duties, their present and potential contributions to the success of
the Company and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan. A Director of the Company or a
subsidiary who is not also a regular full-time employee will not be eligible to
receive an Award. A Key Employee who has been granted an Award or Awards under
the Plan may be granted an additional Award or Awards, subject to such
limitations as may be imposed by the Code on the grant of Incentive Stock
Options. No member of the Committee shall be eligible to receive an Award under
the Plan.
Section 6. Awards
------
(a) Options. The Committee is hereby authorized to grant Options to
--------
Participants with the following terms and conditions and with such additional
terms and conditions, in either case not inconsistent with the provisions of the
Plan, as the Committee shall determine:
(i) Exercise Price. The purchase price per Share purchasable under
---------------
a Non-Qualified Stock Option shall be determined by the Committee; provided,
however, that such purchase price shall not be less than the lower of (x) 100%
of Fair Market Value of a Share on the date of grant of such Non-Qualified Stock
Option or (y) 85% of Fair Market Value of a Share on the date of exercise. The
purchase price per Share purchasable under an Incentive Stock Option shall not
be less than 100% of the Fair Market Value of a Share on the date of grant of
such Incentive Stock Option.
(ii) Option Term. The term of each Non-Qualified Stock Option shall
------------
be fixed by the Committee but generally shall not exceed 10 years from the date
of grant. The term of each Incentive Stock Option shall in no event be more
than 10 years from the date of grant.
(iii) Time and Method of Exercise. The Committee shall determine the
----------------------------
time or times at which an Option may be exercised in whole or in part, and the
method or methods by which, and the form or forms (including, without
limitation,
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<PAGE>
cash, Shares, outstanding Awards or other consideration, or any combination
thereof, having a Fair Market Value on the exercise date equal to the relevant
option price) in which, payment of the option price with respect thereto may be
made or deemed to have been made.
(iv) Early Termination. The unexercised portion of any option granted
------------------
under the Plan will generally be terminated (a) thirty (30) days after the date
on which the Participant's employment is terminated for any reason other than
(i) cause, (ii) mental or physical disability, or (iii) death; (b) immediately
upon the termination of the Participant's employment for cause; (c) three months
after the date on which the Participant's employment is terminated by reason of
retirement or mental or physical disability, or (d)(i) 12 months after the date
on which the Participant's employment is terminated by reason of the death of
the employee, or (ii) three months after the date on which the Participant shall
die if such death shall occur during the three-month period following the
termination of the Participant's employment by reason of retirement or mental or
physical disability.
(v) Incentive Stock Options. All terms of any Incentive Stock Option
------------------------
granted under the Plan shall comply in all respects with the provisions of
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder.
(b) Stock Appreciation Rights. The Committee is authorized to grant
--------------------------
Stock Appreciation Rights to Participants. Subject to the terms of the Plan and
any applicable Award Agreement, a Stock Appreciation Right grant under the Plan
shall confer upon the holder hereof a right to receive, upon exercise thereof,
an amount in cash equal of the excess of (i) the Fair Market Value of one Share
on the date of exercise over (ii) the Fair Market Value of one share on the date
of grant of the Stock Appreciation Right. Subject to the terms of the Plan and
any applicable Award Agreement, the grant price, term, methods of exercise,
methods of settlement, and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate, including, but not limited to the following:
(i) no aggregate payment by the Company during any fiscal year upon the exercise
of Stock Appreciation Rights may exceed $250,000 without Board approval and (ii)
a Participant may not exercise a Stock Appreciation Right if the aggregate
amount to be received as a result of his or her exercise of Stock Appreciation
Rights in the preceding 12-month periods exceeds
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<PAGE>
such Participant's current base salary.
(c) Restricted Stock and Restricted Stock Units. The Committee is
--------------------------------------------
hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units
to Participants subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise, as the Committee may deem
appropriate but not inconsistent with the provisions of the Plan:
(i) Registration. Any Restricted Stock granted under the Plan may
-------------
be evidenced in such a manner as the Committee may deem appropriate, including,
without limitation, book-entry registration or issuance of a stock certificate
or certificates. In the event any stock certificate is issued in respect of
Shares of Restricted Stock granted under the Plan, such certificate shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.
(ii) Forfeiture. Except as otherwise determined by the Committee,
-----------
upon termination of employment (as determined under criteria established by the
Committee) for any reason during the applicable restriction period, all Shares
of Restricted Stock and all Restricted Stock Units still, in either case,
subject to restriction shall be forfeited to and reacquired by the Company;
provided, however, that the Committee may, when it finds that a waiver would be
in the best interests of the Company, waive in whole, or in part any or all
remaining restrictions with respect to Shares of Restricted Stock or Restricted
Stock Units.
(iii) Lapse of Restrictions. Unrestricted Shares, evidenced in such
----------------------
manner as the Committee shall deem appropriate, shall be delivered to the holder
of Restricted Stock promptly after such Restricted Stock shall become Released
Securities.
(d) Dividend Equivalents. The Committee is hereby authorized to grant
---------------------
Awards to Participants under which the holders thereof shall be entitled to
receive payments equivalent to dividends with respect to a number of Shares and
payable on such date or dates as determined by the Committee, and the Committee
may provide that such amounts (if any) shall be deemed to have been reinvested
in additional Shares or otherwise reinvested. Subject to the terms of the Plan
and any applicable Award Agreement, such Awards may have such terms and
conditions
-8-
<PAGE>
as the Committee shall determine.
(e) Other Awards. The Committee is hereby authorized, to the extent
-------------
permitted under Rule 16b-3 and applicable law, to grant to participants such
other Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall determine the terms
and conditions of such Awards. Shares or other securities delivered to a
Participant pursuant to a purchase right granted under this Section 6(e) shall
be purchased for such consideration, which may be paid by such method or methods
and in such form or forms, including, without limitation, cash, Shares,
outstanding Awards, or other consideration, or any combination thereof, as the
Committee shall determine. The value of the consideration paid for Shares and
other securities delivered to a Participant under this Section 6(e), as
established by the Committee, shall not be less than the Fair Market Value of
such Shares or other securities as of the date such purchase right is granted.
(f) Performance Awards. The Committee is hereby authorized to grant
-------------------
Performance Awards to Participants. Subject to the terms of the Plan and any
applicable Award Agreement, a Performance Award granted under the Plan (i) may
be denominated as a Stock Award or a Stock-Based Award and payable in cash,
Shares, other securities or other property and (ii) shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or
exercisable by, the holder of the Performance Award, in whole or in part, upon
the achievement of such performance goals and during such performance periods as
the Committee shall establish. Subject to the terms of the Plan and any
applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, and the amount of any
payment or transfer to be made pursuant to any Performance Award shall be
determined by the Committee.
(g) General.
--------
(i) No Cash Consideration for Awards. Awards shall be granted for no
---------------------------------
cash consideration or such minimal cash consideration as may be required by
applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the
---------------------------------------------
discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in
-9-
<PAGE>
substitution for any other Award or any award granted under any other plan of
the Company or any Affiliate. Awards granted in addition to or in tandem with
other Awards, or in addition to or in tandem with awards granted under any other
plan of the Company or any Affiliate, may be granted either at the same time as
or at a different time from the grant of such other Awards or awards; provided,
that any Tandem Option shall be subject to the following provisions: upon
exercise of an Option issued as part of a Tandem Option, the Participant shall
be entitled to a credit toward the option exercise price equal to the value of
the Stock Appreciation Rights issued in tandem with the Option exercised, but
not in an amount that would exceed the amount of the federal income tax
deduction allowed to the Company in respect to such Stock Appreciation Rights
and not in an amount which would reduce the amount of the Participant's payment
below the par value of the Shares subject to the Option. Upon such exercise of a
Tandem Option, the related Stock Appreciation Right shall terminate and the
value of such Stock Appreciation Right shall be limited to such credit. Upon the
exercise of a Stock Appreciation Right issued as part of a Tandem Option, the
Option to which such Stock Appreciation right relates shall crease to be
exercisable to the extent of the number of Shares with respect to which the
Stock Appreciation Right was exercised.
(iii) Forms of Payment Under Awards. Subject to the terms of the
------------------------------
Plan and of any applicable Award Agreement, payment or transfer to be made by
the Company or an Affiliate upon the grant or exercise of an Award may be made
in such form or forms as the Committee shall determine, including, without
limitation, cash, Shares, other securities, other Awards, or other property, or
any combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting or reasonable
interest on installment or deferred payments or the grant of crediting of
Dividend Equivalents in respect of installments or deferred payments denominated
in Shares or other securities.
(iv) Limits on Transfer of Awards. No Award (other than Released
-----------------------------
Securities), and no right under any such Award, shall be assignable, alienable,
saleable, or transferable by a Participant otherwise than by will or by the laws
of descent and distribution (or, on the case of an Award of Restricted
Securities, to the Company); provided, however, that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary or beneficiaries to exercise the rights of the
Participant, and to
-10-
<PAGE>
receive any property distributable, with respect to any Award upon the death of
the Participant. Each Award, and each right under any Award, shall be
exercisable, during the Participant's lifetime, only by the Participant or, if
permissible under applicable law with respect to any Award that is not an
Incentive Stock Option, by the Participant's guardian or legal representative.
No award (other than Released Securities), and no right under such Award, may be
pledged, alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment, or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(v) Term of Awards. Except as set forth in Section 6(a)(ii), the
---------------
term of each Award shall be for such period as may be determined by the
Committee.
(vi) Share Certificates. All certificates for Shares or other
-------------------
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state securities
laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
Section 7. Amendment and Termination
-------------------------
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan. The Board may amend, alter, suspend,
-----------------------
discontinue, or terminate the Plan, including, without limitation, any
amendment, alteration, suspension, discontinuation, or termination that would
impair the rights of any Participant, or any other holder or beneficiary of any
Award theretofore granted to the extent such rights are not then accrued and
vested, without the consent of any shareholder, Participant, other holder or
beneficiary of an Award, or other Person; provided, however, that
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the shareholders of the Company no amendment, alternation,
suspension, discontinuation, or termination shall be
-11-
<PAGE>
made that would: (i) increase the total number of Shares available for Awards
under the Plan, except as provided in Section 4 of the Plan; (ii) materially
increase the benefits accruing to Participants under the Plan; or (iii)
materially modify the requirements as to eligibility for participation in the
Plan.
(b) Amendments to Awards. The Committee may waive any conditions or
---------------------
rights under, amend any terms of, or amend, alter, suspend, discontinue, or
terminate, any Award theretofore granted, prospectively or retroactively,
without the consent of any relevant Participant or holder or beneficiary of an
Award.
(c) Adjustments of Awards Upon Certain Acquisitions. In the event the
------------------------------------------------
Company or any Affiliate shall assume outstanding employee awards in connection
with the acquisition of another business or another corporation or business
entity, the Committee may make such adjustments, not inconsistent with the terms
of the Plan, in the terms of Awards as it shall deem appropriate in order to
achieve reasonable comparability or other equitable relationship between the
assumed awards and the Awards granted under the Plan as so adjusted.
(d) Adjustments of Awards Upon the Occurrence of Certain Unusual or
---------------------------------------------------------------
Nonrecurring Events. The Committee shall be authorized to make adjustments in
- --------------------
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(b) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made available under the
Plan.
(e) Correction of Defects, Omissions, and Inconsistencies. The
------------------------------------------------------
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.
Section 8. General Provisions
------------------
(a) No Rights to Awards. No Key Employee or Participant shall have
--------------------
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Key Employees, Participants, or holders or
beneficiaries of
-12-
<PAGE>
Awards under the Plan. The terms and conditions of Awards need not be the same
with respect to each recipient.
(b) Withholding. The Company or any Affiliate shall be authorized to
------------
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, or other
property) of withholding taxes due in respect of an Award, its exercise, or any
payment or transfer under such Awards or under the Plan and to take such other
actions as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. In case of Awards paid in Shares,
the Participant or other person receiving such Shares may be required to pay the
Company or Affiliate, as appropriate, the amount of any such withholding taxes
which is required to be withheld with respect to such Shares.
(c) No Limit on Other Plans. Nothing contained in the Plan shall
------------------------
prevent the Company or any Affiliate from adopting or continuing in effect other
or additional compensation arrangements and such arrangements may be either
generally applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be
-----------------------
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.
(e) Governing Law. The validity, construction, and effect of the Plan
--------------
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Oklahoma and applicable Federal law.
(f) Severability. In any provision of the Plan or any Award is or
-------------
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, such provision shall be deemed void stricken and the remainder of
the Plan and any such Award shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall
-------------------------
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the
-13-
<PAGE>
Company or any Affiliate and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the Company or any
Affiliates pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company or any Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or
---------------------
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of
---------
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision hereof.
Section 9. Effective Date of the Plan
--------------------------
The Plan is effective as of May 21, 1996.
Section 10. Term of the Plan
----------------
The Plan shall continue until the earlier of (i) the date on which all
Stock Awards and Stock-Based Awards issuable hereunder have been issued, or (ii)
the termination of the Plan by the Board. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore
granted may extend beyond such date and the authority of the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award, and the authority of the Board to
amend the Plan, shall extend beyond such date.
-14-
<PAGE>
Exhibit 5.1
WILLIAM S. CLARKE, P.A.
ATTORNEY-AT-LAW
457 NORTH HARRISON STREET - SUITE 103
PRINCETON, NEW JERSEY 08540
__________
TELEPHONE: (609) 921-3663
FAX: (609) 921-3933
June 30, 1999
Gothic Energy Corporation
5727 South Lewis Avenue - Suite 700
Tulsa, Oklahoma 74105
Gentlemen:
I have acted as counsel for Gothic Energy Corporation (the "Company") in
connection with its Registration Statement under the Securities Act of 1933, as
amended (File No. 333-[__________]) relating to 1,000,000 shares of the
Company's Common Stock, $0.01 per value (the "Stock"), issuable in connection
with the Company's 1996 Omnibus Incentive Plan (the "Plan").
In my capacity as counsel to you, I have examined the original, certified,
conformed photostats or xerox copies of all such agreements, certificates of
public officials, certificates of officers, representatives of the Company and
others and such other documents as I have deemed necessary or relevant as a
basis for the opinions herein expressed. In all such examinations I have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to me as conformed, photostat or duplicate copies. As to various questions of
fact material to such opinions, I have relied upon statements or certificates of
officials and representatives of the Company and others.
On the basis of such examination, I advise you that, in my opinion the
shares of Stock, when sold, issued and paid for in accordance with the terms
described in the Plan and options granted thereunder, will be legally issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my firm in the prospectus forming a part of
such Registration Statement.
Very truly yours,
William S. Clarke, P.A.
By: /s/ William S. Clarke
----------------------------------------------
William S. Clarke
<PAGE>
Exhibit 15.1
Gothic Energy Corporation and Subsidiary
Letter Regarding Unaudited Interim Financial Information
Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, DC 20549
Re: Gothic Energy Corporation and Subsidiary
Registration on Form S-8
Gentlemen:
We are aware that our report dated May 14, 1999 on our review of the
interim financial information of Gothic Energy Corporation as of March 31, 1999
and for the periods ended March 31, 1998 and 1999, and included in the Company's
quarterly report on Form 10-QSB for the quarter ended March 31, 1999 is
incorporated by reference in the Company's Registration Statement on Form S-8
(File No. 333-[__________]).
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
June 30, 1999
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 12, 1999 relating to the
financial statements, which appears in the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1998.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 30, 1997 relating to the
historical schedule of gross revenues and direct operating expenses of the Norse
and Horizon Properties for the year ended December 31, 1996, which appears in
the Company's report on Form 8-K/A filed on June 6, 1997.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 11, 1997 relating to the
historical schedule of gross revenues and direct lease operating expenses of the
HS Properties for the years ended December 31, 1996 and 1995, which appears in
the Company's report on Form 8-K/A filed on October 3, 1997.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 4, 1998 relating to the
historical schedule of gross revenues and direct lease operating expenses of the
Amoco Properties for the years ended December 31, 1997 and 1996, which appears
in the Company's report on Form 8-K/A filed on April 8, 1998.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
June 30, 1999
