<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
incorporation or organization) Identification Number)
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)
1989 Incentive Stock Option and Non-Statutory Option 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 2,195,000 $.40 $878,000(1) $244.00
- --------------------------------------------------------------------------------------------------
TOTAL $244.00
- --------------------------------------------------------------------------------------------------
</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.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
2,195,000 shares of common stock issuable on exercise of options granted under
the 1989 Incentive Stock Option and Non-Statutory Option 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.
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<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 1989 Incentive Stock Option and Non-Statutory Option Plan
to purchase an aggregate of 2,195,000 shares of Common Stock have been granted
to 28 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.
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<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 Executive July 1, 1999
- ----------------------- Officer (Principal Executive Officer)
Michael Paulk
/s/ Steven P. Ensz Vice-President, Finance; Chief Financial July 1, 1999
- ----------------------- Officer (Principal Accounting and
Steven P. Ensz 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 1989 Incentive Stock Option and Non-Statutory Option 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
1989 INCENTIVE STOCK OPTION AND NONSTATUTORY OPTION PLAN
1. Purpose. The Plan is intended to provide a means for Gothic Energy
-------
Corporation (the Company), by granting options to purchase stock in the Company
to selected management and other key employees, to attract and retain persons of
ability and motivate them to advance the interests of the Company.
It is intended that some or all of the options granted under the Plan
may constitute "incentive stock options" within the meaning of Section 422A of
the Internal Revenue Code of 1954, as amended (the Code), and the other options,
if any, granted under the Plan shall constitute "nonstatutory options" i.e.,
options not qualifying under Section 422A or other similar provisions of the
Code. It is also intended that the Plan and the options granted hereunder
comply and be interpreted in accordance with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, and any successor rule thereto. Unless
otherwise indicated, the terms and conditions of the Plan shall apply equally to
all options granted hereunder, whether incentive stock options or nonstatutory
options.
2. Shares Subject to the Plan. A total of 2,500,000 shares of
--------------------------
authorized but unissued or reacquired Common Stock of the Company is reserved
for issuance upon exercise of options granted under the Plan, subject to
adjustment as provided in paragraph 9 hereof. If any option expires or
terminates without having been exercised in full, the unacquired shares shall be
available for the grant of future options under the Plan.
3. Administration. The Plan shall be administered by the Board of
--------------
Directors or a Committee of the Board of Directors of the Company, consisting of
at least three (3) disinterested persons not eligible to participate under this
Plan or under any other stock or option plan of the Company or its subsidiaries
(herein the Board of Directors or Committee,) if one has been appointed, is
referred to as the Committee).
4. Eligibility. The Committee shall determine the employees to whom,
-----------
and the number of shares for which, incentive stock options and/or nonstatutory
options shall be granted, taking into consideration such factors, including any
recommendations of the Chief Executive officer of the Company,, as it deems
relevant to select and motivate employees of ability to advance the interests of
the Company. Employees so selected shall be either management or other key
employees of the Company or its subsidiaries, who the Committee determines have
contributed materially to the success of the Company or are in a position to
contribute materially to the future success of the Company. Except as hereafter
limited, an eligible employee from time to time may be granted one or more
options hereunder which may be incentive stock options and/or nonstatutory
options.
<PAGE>
The aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the optionee during any calendar year (under
all plans relating to incentive stock options, as defined in Section 422A(b) of
the Code, of the Company or a parent or subsidiary corporation of the Company)
shall not exceed one hundred thousand dollars ($100,000).
5. Option Price and Date of Grant. In the case of an incentive stock
------------------------
option, the option price per share of Common Stock shall be equal to 100% of the
fair market value of the share which shall be determined by the closing average
bid and average asked quotations for the Common Stock as reported on the NASDAQ
system, or, if traded on a national securities exchange, by the price of the
last transaction on such national securities exchange on the last business day
on which there were such quotations or prices of sales on or before the day on
which the Committee makes the determination to grant the option, all unless the
Committee shall determine that such method is unable under the circumstances
prevailing at such time to reflect or determine the fair market value of the
Company's Common Stock. In such event, the Committee shall determine fair
market value through such alternative method as it may in good faith determine
to be then appropriate. Notwithstanding the method utilized, it is the intent
hereof that the date of grant, in the case of an incentive stock option granted
hereunder, shall be the day on which the Committee makes the determination to
grant the option and, in the case of a nonstatutory option granted hereunder,
not sooner than the next business day.
If an incentive stock option is granted to an individual who owns, at
the time the incentive stock option is granted, more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation of the Company, the option price of the shares
subject to the incentive stock option shall be at least one hundred ten percent
(110%) of the fair market value of the shares of Common Stock at the time the
incentive stock option is granted.
In the case of a nonstatutory option, the option price per share of
Common Stock shall be equal to not less than 40% of the fair market value of the
share determined by the Committee in the same manner as the fair market value of
the share is determined in the case of an incentive stock option.
6. Option Terms. Options granted hereunder shall be evidenced by an
------------
Option Agreement executed as of the date of grant by the Company and the
Optionee, on such terms as may be determined by the Committee, including the
following:
(a) The Option Agreement shall specify whether the option is an
incentive stock option or a nonstatutory option.
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<PAGE>
(b) The option price shall be paid at the time of exercise which shall
be in writing and, at the election of the Optionee, may be paid in cash and/or
by sale and delivery of certificates) duly endorsed for transfer, in shares of
the Company's Common Stock already owned by the Optionee. Any shares so sold to
the Company in payment of the option price shall be valued on the basis of the
average of the closing average bid and average asked quotations for the Common
Stock as reported on the NASDAQ system or at the price of the last transaction
on any national securities exchange on which the Company's Common Stock is
listed (or other appropriate market price) on the last business day preceding
the exercise date on which there were sales. Any fractional share not required
for payment of the option price shall be paid for by the Company in cash on the
basis of the same value utilized for such exercise.
(c) Except as otherwise provided in subparagraph (f) below, any option
granted under the Plan shall be exercisable in whole at any time, or in part
from time to time, prior to expiration. The Committee, in its absolute
discretion, may provide in any Option Agreement that the exercise of any option
granted under the Plan shall be subject to such condition or conditions as it
may impose, including, but not limited to, a condition that the holder thereof
remain in the employ or service of the Company or a subsidiary corporation of
the Company for such period or periods from the date of grant of the Option, as
the Committee, in its absolute discretion, shall determine.
Options shall not be exercisable until, and shall be subject to,
approval of the Plan by the shareholders of the Company at a meeting duly called
and held for such purpose not later than the Annual Meeting of Shareholders in
1989. Approval shall require a quorum and a majority vote of the shares owned
by those shareholders present, or represented, and entitled to vote at the
meeting. In addition, an incentive stock option hereunder shall not be
exercisable by an optionee while there is outstanding any incentive stock option
granted to the Optionee prior thereto pursuant to this or any other plan of the
Company or a subsidiary under Section 422A of the Code. Any incentive stock
option shall be considered outstanding until exercised in full or until its term
expires, unless otherwise provided by the Code or regulations promulgated
thereunder. Any nonstatutory option hereunder shall expressly omit such prior
outstanding option restriction, to confirm the intent that it not qualify as an
incentive stock option under Section 422A of the Code.
(d) An incentive stock option hereunder shall not contain terms
pursuant to which the exercise of the option would affect the Optionee's right
to exercise a nonstatutory option hereunder, or vice versa, such that the
incentive stock option would be deemed a prohibited "tandem stock option" within
the meaning of Section 422A of the Code and the regulations thereunder.
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<PAGE>
(e) Unless the issuance of the shares upon the exercise of an option
hereunder is registered or exempt under federal and state securities laws, the
optionee shall be required to give an investment representation at the time of
the exercise, and transfer of the shares shall be appropriately restricted.
(f) If the optionee, until such time continuously employed, dies, is
terminated by the Company and its subsidiaries by reason of disability, or
retires from the Company and its subsidiaries at or after age 65, the option, to
the extent not previously exercised, may be exercised within sixty (60) days
after termination of employment by reason of such event by the Optionee or, in
the case of the Optionee's death, by the Optionee's estate, to the extent then
exercisable by the Optionee. In the event of termination of employment for any
other reason, the option shall expire concurrently with the termination of
employment. options granted hereunder may contain terms not inconsistent with
the foregoing for the benefit of the Optionee in the event of the merger,
consolidation or sale of substantially all of the assets of the Company.
(g) The options hereunder shall not be transferable by the optionee,
except by will or the laws of descent and distribution. During the Optionee's
life, the options shall be exercisable only by the Optionee and only while and
if continuously employed by the Company or a subsidiary of the Company, except
as provided in paragraph 6(f) above.
(h) If the Optionee sells, exchanges or otherwise disposes of shares
acquired upon exercise of an incentive stock option within two (2) years of the
date of grant, or one (1) year after the date of exercise, the optionee shall be
required to notify the Company promptly in writing and disclose the amount of
gain or loss resulting from the sale, exchange or other disposition of his
shares.
7. Termination. Unless sooner terminated by action of the Board of
-----------
Directors of the Company, the Plan shall terminate ten (10) years from its
effective date. Options outstanding under the Plan at the time of termination
shall remain in effect until exercise or expiration.
8. Effective Date. The effective date of the Plan shall be February 23,
--------------
1989, the date of adoption by the Board of Directors of the Company. options
under the Plan may be granted at any time thereafter, provided that exercise
thereof may be only in accordance with paragraph 6 hereof.
9. Adjustment of Shares.
--------------------
(a) In the event that the outstanding shares of Common Stock of the
Company are hereafter changed by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares, stock dividends or the like, an appropriate
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<PAGE>
adjustment shall be made by the Board of Directors in the aggregate number of
shares available under the Plan and in the number of shares and option price per
share subject to outstanding options. If the Company shall be reorganized,
consolidated or merged with another corporation, or if all or substantially all
of the assets of the Company shall be sold or exchanged, the holder of an option
shall, at the time of issuance of the stock under such a corporate event, be
entitled to receive upon the exercise of his option the same number and kind of
shares of stock or the same amount of property, cash or securities as he would
have been entitled to receive upon the happening of any such corporate event as
if he had been, immediately prior to such event, the holder of the number of
shares covered by his option; provided, however, that in such event the Board of
Directors shall have the discretionary power to take any action necessary or
appropriate to prevent any incentive stock option granted hereunder from being
disqualified as an "incentive stock option" under the then existing provisions
of the Code or any law amendatory thereof or supplemental thereto.
(b) Any adjustment in the number of shares shall apply proportionately
to only the unexercised portion of the option granted hereunder. If fractions
of a share would result from any such adjustment, the adjustment shall be
revised to the next lower whole number of shares.
10. Amendment. The Board of Directors may amend the Plan at any time
---------
as determined to be in the best interests of the Company. The Board of
Directors shall not, however, without shareholder approval, increase the maximum
number of shares subject to the Plan or restrict the class of management and
other key employees eligible to be granted options under the Plan.
11. Not a Contract of Employment. Nothing contained in the Plan or
----------------------------
in any stock option agreement executed pursuant hereto shall be deemed to confer
upon any individual to whom an option is or may be granted hereunder any right
to remain in the employ or service of the Company or a subsidiary corporation of
the Company.
12. Use of proceeds. The proceeds from the sale of shares pursuant
---------------
to options granted under the Plan shall constitute general funds of the Company.
13. Indemnification of Board of Directors or Committee. In addition
--------------------------------------------------
to such other rights of indemnification as they may have, the members of the
Board of Directors or Committee, as the case may be, shall be indemnified by the
Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, inaction,
suit or proceeding to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or any
rights granted thereunder and against all amounts paid by them in settlement
thereof or paid by them in
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<PAGE>
satisfaction of a judgment of any such action ` suit or proceeding, except a
judgment based upon a finding of bad faith. Upon the institution of any such
action, suit or proceeding, the member or members of the Board of Directors or
Committee, as the case may be, shall notify the company in writing, giving the
Company an opportunity at its own cost to defend the same before such member or
members undertake to defend the same on their own behalf.
14. Governing Law. The Plan shall be governed by, and all questions
-------------
arising hereunder shall be determined in accordance with, the laws of the State
of New Jersey.
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<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 2,500,000 shares of the
Company's Common Stock, $0.01 per value (the "Stock"), issuable in connection
with the Company's 1989 Incentive Stock Option and Non-Statutory Option 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
