<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 Non-Employee Stock 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 1,000,000 $0.40 $400,000(1) $111.00
- --------------------------------------------------------------------------------------------------
TOTAL $111.00
- --------------------------------------------------------------------------------------------------
</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
1,000,000 shares of common stock issuable on exercise of options granted under
the 1996 Non-Employee Stock Option Plan to selected directors or consultants who
are not otherwise 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 Non-Employee Stock Option Plan to purchase an
aggregate of 1,000,000 shares of Common Stock have been granted to two persons.
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
-5-
<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 (Principal
Michael Paulk Executive Officer)
/s/ Steven P. Ensz Vice-President, Finance; July 1, 1999
- ----------------------------- Chief Financial Officer
Steven P. Ensz (Principal 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 Non-employee Stock 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
1996 Non-Employee Stock Option Plan
Adopted Effective June 19, 1996
1. PURPOSE.
-------
(a) The purpose of the 1996 Non-Employee Stock Option Plan (the
"Plan") is to provide a means by which each director or consultant to Gothic
Energy Corporation, a Delaware corporation (the "Company"), who is not otherwise
an employee of the Company or of any Affiliate of the Company (each such person
being hereafter referred to as a "Non-Employee") will be given an opportunity to
purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of
persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity and as
consultants to the Company, and to provide incentives for such persons to exert
maximum efforts for the success of the Company.
(d) The Company intends that the options issued under the Plan not be
incentive stock options as that term is used in Section 422 of the Code.
2. ADMINISTRATION.
--------------
(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee, as provided in subparagraph 2(c).
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan.
(1) To construe and interpret the Plan and options granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in
-1-
<PAGE>
the exercise of this power, may correct any defect, omission or inconsistency in
the Plan or in any option agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(2) To amend the Plan as provided in paragraph 10.
(3) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company.
(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
(a) Subject to the provisions of paragraph 9 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate one-million(1,000,000) shares
of the Company's Common Stock. If any option granted under the Plan shall for
any reason expire or otherwise terminate without having been exercised in full,
the stock not purchased under such option shall revert to and again become
available for issuance pursuant to exercises of options granted under the Plan.
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
4. ELIGIBILITY. Options shall be granted only to Non-Employee Directors
-----------
of the Company or consultants to the Company.
5. OPTION PROVISIONS. Each option shall contain the following terms and
-----------------
conditions:
(a) No option shall be exercisable after the expiration of ten (10)
years from the date it was granted.
(b) The exercise price of each option shall not be less than one
hundred percent (100%) of the fair market value on
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<PAGE>
the Grant Date of the stock subject to such option.
(c) The purchase price of stock acquired pursuant to an option shall
be paid, to the extent permitted by applicable statutes and regulations, either
(1) in cash at the time the option is exercised, or (2) by delivery to the
Company of shares of the Company's Common Stock that have been held for the
requisite period necessary to avoid a charge to the Company's reported earnings
and valued at the fair market value on the date of exercise, or (3) by a
combination of such methods of payment.
(d) An option shall not be transferable except by will or by the laws
of descent and distribution, and shall be exercisable during the lifetime of the
person to whom the option is granted only by such person or by his or her
guardian or legal representative.
(e) An option shall be exercisable at such time or times as may be
determined by the Board at the time of grant, provided, however, with respect to
options granted to Directors, any unexercised portion of an option granted under
the Plan shall terminate thirty (30) days after the date the Director is no
longer a Director of the Company.
(f) The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 5(d), as a condition of exercising any
such option: (1) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters, and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the option; and (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the option for such persons's own account and not
with any present intention of selling or otherwise distributing the stock.
These requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (i) the issuance of the shares upon the exercise of the
option has been registered under a then-currently effective registration
statements under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii), as to any particular requirements, a determination is made by counsel
for the Company that such requirements need not be met in the circumstances
under the then-applicable securities laws.
(g) Notwithstanding anything to the contrary contained herein, an
option may not be exercised unless the shares issuable
-3-
<PAGE>
upon exercise of such option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.
6. COVENANTS OF THE COMPANY.
------------------------
(a) During the terms of the options granted under the Plan, the
Company shall keep available at all times the number of shares of stock required
to satisfy such options.
(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.
7. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of stock pursuant
--------------------------
to options granted under the Plan shall constitute general funds of the Company.
8. MISCELLANEOUS.
-------------
(a) Neither an optionee nor any person to whom an option is
transferred under subparagraph 5(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
option unless and until such person has satisfied all requirements for exercise
of the option pursuant to its terms.
(b) Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee any right to continue in the service of the
Company or any Affiliate or shall affect any right of the Company, its Board or
stockholders or any Affiliate to terminate the service of any Non-Employee with
or without cause.
(c) No Non-Employee individually or as a member of a group, and no
beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any option reserved for the purposes of the Plan
except as to such
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<PAGE>
shares of Common Stock, if any, as shall have been reserved for him pursuant to
an option granted to him.
(d) In connection with each option made pursuant to the Plan, it shall
be a condition precedent to the Company's obligation to issue or transfer shares
to a Non-Employee, or an affiliate of such Non-Employee, or to evidence the
removal of any restrictions on transfer, that such Non-Employee make
arrangements satisfactory to the Company to insure that the amount of any
federal or other withholding tax required to be withheld with respect to such
sale or transfer, or such removal or lapse, is made available to the Company for
timely payment of such tax.
9. ADJUSTMENTS UPON CHANGES IN STOCK.
---------------------------------
(a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.
(b) In the event of: (1) a dissolution or liquidation of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise; or (4) any other capital
reorganization in which more than fifty percent (50%) of the shares of the
Company entitled to vote are exchanged, then, at the sole discretion of the
Board and to the extent permitted by applicable law; (i) any surviving
corporation shall assume any options outstanding under the Plan or shall
substitute similar options for those outstanding under the Plan, or (ii) the
time during which such options may be exercised shall be accelerated and the
options terminated if not exercised prior to such event, or (ii) such options
shall continue in full force and effect.
10. AMENDMENT OF THE PLAN.
---------------------
(a) The Board at any time, and from time to time, may amend the Plan;
provided, however, that the Board shall not amend
-5-
<PAGE>
the plan more than once every six months, with respect to the provisions of the
Plan which relate to the amount, price and timing of grants, other than to
comport with changes in the Code, the Employee Retirement Income Security Act,
or the rules thereunder. Except as provided in paragraph 9 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:
(1) Increase the number of shares reserved for options under
the Plan;
(2) Modify the requirements as to eligibility for
participation in the Plan (to the extent such modification requires stockholder
approval in order for the Plan to comply with the requirements of Rule 16b-3
promulgated under the Exchange Act); or
(3) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to comply with the
requirements of Rule 16b-3 promulgated under the Exchange Act,
(b) Rights and obligations under any option granted before any
amendment of the Plan shall not be altered or impaired by such amendment of the
Plan unless (i) the Company requests the consent of the person to whom the
option was granted and (ii) such person consents in writing.
11. TERMINATION OR SUSPENSION OF THE PLAN.
-------------------------------------
(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on June 19, 2006. No options may be
granted under the Plan while the Plan is suspended or after it is terminated.
(b) Rights and obligations under any option granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted.
12. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.
----------------------------------------------
(a) The Plan shall become effective upon adoption by the Board of
Directors, subject to the condition subsequent that the Plan is approved by the
stockholders of the Company.
(b) No option granted under the Plan shall be
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<PAGE>
exercised or exercisable unless and until the condition of subparagraph 12(a)
above has been met.
-7-
<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 Non-Employee Stock 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
