<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BELDEN & BLAKE CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1686642
------------------ ----------------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
5200 Stoneham Road, North Canton, Ohio 44720
-----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
BELDEN & BLAKE CORPORATION
Stock Option Plan
-----------------
Non-Employee Director Stock Option Plan
---------------------------------------
(Full title of the Plan)
Joseph M. Vitale
Senior Vice President Legal
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720
------------------------
(Name and address of agent for service)
(216) 499-1660
---------------------------------------------
Telephone number, including area code, of agent for service
Calculation of Registration Fee
<TABLE>
=================================================================================================================
<S> <C> <C> <C>
Title of securities Proposed maximum Proposed maximum
to be registered Amount to be offering price per aggregate offering Amount of
registered share (a) price (a) registration fee
----------------------------------------------------------------------------------------------------------------
Common Stock, no par
value ....... 1,190,000 shares $18.625 $22,163,750 $7,642.67
=================================================================================================================
</TABLE>
(a) Based on the average of the high and low sale prices of the shares on the
Nasdaq National Market on September 18, 1995, and estimated solely for the
purpose of calculating the registration fee under Rule 457(c).
<PAGE> 2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Belden & Blake Corporation
(the "Company") for the fiscal year ended December 31, 1994
filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the document referred to
in (a) above.
(c) The description of the Company's common stock set forth in the
prospectus of the Company dated May 11, 1993, included in its
registration statement on Form S-1 (No. 33-60228).
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Ohio law provides that a director, officer or employee of a
corporation may be indemnified against expenses, judgments, fines, amounts paid
in settlement and other amounts actually and reasonably incurred in connection
with a threatened, pending or completed action, suit or proceeding, including a
proceeding by or on behalf of the corporation, in which such person is involved
due to such person's position with the corporation. Such indemnification is
subject to a determination that (i) such person acted in good faith and in a
manner that such person believed to be in, or not opposed to, the best
interests of the corporation, and (b) in the case of a proceeding brought by or
in the right of the corporation, such person has not been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
and (c) in the case of a criminal proceeding, such person had no reasonable
cause to believe that the conduct was unlawful. The determination that
indemnification is proper shall be made by a majority vote of a quorum of
directors who were not parties to such proceedings, or if a quorum cannot be
obtained or such a quorum directs, by a written opinion of inde-
-2-
<PAGE> 3
pendent legal counsel, by the shareholders, or by the court in which the
proceeding is brought. Expenses incurred in defending a threatened or pending
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall be
ultimately determined that he is not entitled to indemnification.
The Code of Regulations of the Company requires the Company to
indemnify its directors, officers and employees to the full extent permitted by
Ohio law. Ohio law also authorizes corporations to provide forms of
indemnification, including indemnification agreements and insurance, in
addition to the type of indemnification set forth in the Ohio statute.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<S> <C>
4.1 Stock Option Plan
4.2 Non-Employee Director Stock Option Plan
5.1 Opinion of Black, McCuskey, Souers &
Arbaugh as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Black, McCuskey, Souers &
Arbaugh
</TABLE>
Item 9. Undertakings
------------
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers and sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
-3-
<PAGE> 4
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-4-
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of North Canton, Ohio on September 19,
1995.
Belden & Blake Corporation
(Registrant)
By:/s/ Henry S. Belden IV
---------------------------
Henry S. Belden IV
Chairman and Chief
Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/ Henry S. Belden IV Chairman of the Board and September 19, 1995
---------------------------------- Chief Executive Officer ------------------------
Henry S. Belden IV and Director (Principal
Executive Officer)
/s/ Max L. Mardick President and Chief Oper- September 19, 1995
---------------------------------- ating Officer and Director ------------------------
Max L. Mardick
/s/ Ronald E. Huff Senior Vice President and September 19, 1995
---------------------------------- Chief Financial Officer ------------------------
Ronald E. Huff and Director (Principal
Financial and Accounting
Officer)
/s/ Joseph M. Vitale Senior Vice President, September 19, 1995
---------------------------------- Legal, General Counsel, ------------------------
Joseph M. Vitale Secretary and Director
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C>
---------------------------------- Director ------------------------
Paul R. Bishop
/s/ Theodore V. Boyd September 19, 1995
---------------------------------- Director ------------------------
Theodore V. Boyd
---------------------------------- Director ------------------------
Gary R. Petersen
---------------------------------- Director ------------------------
David P. Quint
---------------------------------- Director ------------------------
Raymond D. Saunders
/s/ George M. Smart September 19, 1995
---------------------------------- Director ------------------------
George M. Smart
</TABLE>
-6-
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Description of Document Located in
----------- ----------------------- Sequentially
Numbered Copy
-------------
<S> <C>
4.1 Stock Option Plan
4.2 Non-Employee Director Stock Option Plan
5.1 Opinion of Black, McCuskey, Souers & Arbaugh as
to the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Black, McCuskey, Souers & Arbaugh
(included in their opinion filed as Exhibit 5.1)
</TABLE>
-7-
<PAGE> 1
EXHIBIT 4.1
BELDEN & BLAKE CORPORATION
Stock Option Plan
(as amended)
1. PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
provide an incentive to selected key management employees of Belden &
Blake Corporation (the "Company") and its subsidiaries to acquire or
to increase a proprietary interest in the Company, to continue as
employees or for others to become employees, and to increase their
interest in and contribution to the welfare of the Company and its
subsidiaries.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") of not less than three directors of the Company elected
or to be elected from time to time by the Board of Directors of the
Company, none of whom shall be eligible (and shall not have been
eligible for a period of at least one year prior to their
appointment) to participate in the Plan or any other stock option or
stock purchase plan of the Company. Subject to the provisions of the
Plan and the control of the Board of Directors of the Company, the
Committee is authorized to grant options hereunder and to interpret
the Plan and such options, to prescribe, amend and rescind rules and
regulations relating to the Plan and the options, and to make other
determinations necessary or advisable for the administration of the
Plan, all of which determinations shall be conclusive.
3. ELIGIBILITY. Options shall be granted under the Plan to such
selected full time salaried employees (including officers and
directors if they are employees) of the Company or any of its
subsidiaries as the Committee shall determine from time to time.
4. STOCK SUBJECT TO OPTIONS. The aggregate number of shares of the
Company's common stock which may be issued or sold under options
granted pursuant to the Plan shall not exceed 1,070,000 shares. Such
shares shall be authorized but unissued shares of common stock or
issued shares of common stock which shall have been reacquired by the
Company. Such aggregate number of shares may be adjusted under
Section 8 below. If any outstanding option under the Plan expires or
is terminated for any reason, the shares allocated to the unexercised
portion of such option may again be subjected to an option or options
under the Plan.
5. TYPES OF OPTIONS. The Committee shall have full and complete
authority, subject to the limitations contained in the Plan, to grant
options on such terms and conditions as
<PAGE> 2
EXHIBIT 4.1
may be required to provide for the following types of options under
the Plan:
(a) "Incentive stock options" as defined in Section 422 of the
Internal Revenue Code (hereinafter referred to as "Statutory
Options").
(b) Options which do not qualify as Statutory Options
(hereinafter referred to as "Nonstatutory Options").
6. ALLOTMENT OF SHARES. The Committee shall determine the total number
of shares to be offered to each optionee under the Plan; provided,
however, that the aggregate fair market value (determined as of the
time the option is granted) of the shares with respect to which
Statutory Options are exercisable for the first time by an optionee
during any calendar year (under this Plan and any other plans of the
Company and its subsidiaries) shall not exceed $100,000.
7. TERMS AND CONDITIONS OF SALE. Each such option shall be evidenced by
an agreement or other written instrument, in such form as the
Committee shall from time to time determine, which shall prescribe
the following terms and conditions and such other terms and
conditions as the Committee may deem necessary or advisable:
(a) Number of Shares. The number of shares to which the option
pertains shall conform with the limitations of Section 6
above.
(b) Duration of Option. The term of each option shall be for
such period as the Committee shall determine, but not more
than ten (10) years from the date of granting thereof, nor
more than five (5) years from the date of granting thereof
in the case of a Statutory Option granted to an optionee who
owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Company.
(c) Option Price.
(i) Statutory Options. The option price of shares under
a Statutory Option shall be as determined by the
Committee but shall not be less than one hundred
percent (100%) of the per share fair market value of
the outstanding shares of common stock of the
Company on the date the option is granted, and, in
the case of an optionee who owns stock possessing
more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company
such option price shall not be less than one hundred
ten percent (110%) of the per share fair market
value of the outstand-
2.
<PAGE> 3
ing common shares of the Company on the date the
option is granted.
(ii) Nonstatutory Options. The option price of shares
under a Nonstatutory Option shall be as determined
by the Committee, but shall not be less than one
hundred percent (100%) of the per share fair market
value of the outstanding shares of common stock of
the Company on the date the option is granted.
(d) Exercisability of Options. Each option granted under the
Plan shall be exercisable commencing not less than one year
after the date the option is granted at such time or times
and at such rate as the Committee shall determine. During
the lifetime of an optionee, the option may be exercised
only by him and, except to the extent otherwise provided in
subsections (f) and (g) below, only during the continuance
of the optionee's employment with the Company or one of its
subsidiaries.
(e) Nontransferability of Options. No option shall be
transferable by the optionee other than by will or the laws
of descent and distribution.
(f) Termination of Employment. If an optionee's full time
employment by the Company or any of its subsidiaries shall
terminate for any reason other than death or disability
(within the meaning of Section 422(c)(6) of the Internal
Revenue Code), his options shall terminate immediately upon
the cessation of his employment, if not sooner terminated
pursuant to their terms, except that within the period of
three months following such cessation of employment, but not
later than the expiration date of such options, he may
exercise such options to the extent he was entitled to
exercise the same on the date of such cessation of
employment.
(g) Death or Disability of Employee. If the optionee shall die
or become disabled (within the meaning of Section 422A(c)(6)
of the Internal Revenue Code) while in the employ of the
Company or any of its subsidiaries, his options shall
thereupon terminate, if not sooner terminated pursuant to
their terms, except that within the twelve month period next
succeeding such death or disability, but not later than the
expiration date of such options, the options granted to the
optionee hereunder may be exercised to the extent such
options were exercisable on the date of such death or
disability.
3.
<PAGE> 4
(h) Method of Exercise and Payment. An option may be exercised
by delivering to the Company at the office of its Treasurer
a written notice, signed by the person entitled to exercise
the option, of the election thereby made to exercise the
option and stating the number of shares in respect of which
it is then being exercised. Such notice shall, and as an
essential part thereof, be accompanied by payment in full of
the option price of such shares by cash, money order,
cashier's check or certified check. The date of exercise
shall be the date such notice and payment are received by
the Treasurer. Upon the due exercise of the option, the
Company shall issue in the name of the person exercising the
option, and deliver to him, a certificate or certificates
for the shares in respect of which the option shall have
been so exercised. Until the certificate or certificates
for such shares shall have been delivered to him, an
optionee shall have none of the rights of a stockholder.
8. CHANGES IN STOCK. In the event of a stock dividend, split-up or
combination of shares, recapitalization, reclassification or merger
in which the Company is the surviving corporation, or other similar
capital or corporate structure change, the number and kind of shares
of stock or securities of the Company at the time of such change
remaining subject to the Plan and to any option granted or to be
granted pursuant to the Plan, the option price and any other relevant
provisions shall be appropriately adjusted by the Board of Directors
of the Company, whose determination shall be binding on all persons.
In the event of a consolidation, merger or other corporate
reorganization in which the Company is not the surviving corporation,
each option outstanding hereunder shall thereupon terminate, provided
that at least twenty (20) days prior to the effective date of any
such consolidation, merger or other corporate reorganization, the
Board of Directors of the Company shall do one of the following: (i)
make such options immediately exercisable, (ii) arrange to have the
surviving or consolidated corporation grant replacement options to
the optionees involved, or (iii) pay in cash the difference between
the exercise price of the option and the consideration receivable in
the transaction by a holder of the number of shares of common stock
equal to the number subject to the options. No adjustment provided
for in this Section 8 shall require the Company to issue or sell a
fractional share under any option hereunder and any fractional share
resulting from any such adjustment shall be deleted from the option
involved.
9. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board of Directors of
the Company may, insofar as permitted by law,
4.
<PAGE> 5
at any time or from time to time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever except that, without
appropriate approval of the holders of the common stock, no such
revision or amendment shall increase the maximum number of shares
subject to the Plan, change the designation of the class of employees
eligible to receive options, or decrease the price at which options
may be granted, or materially increase the benefits to participants
accruing under the Plan.
10. APPLICABLE LAWS OR REGULATIONS. The Company's obligations to sell
and deliver shares upon an option is subject to, and conditional
upon, such compliance as the Company deems necessary or advisable
with federal and state laws, rules and regulations applying to the
authorization, issuance, listing or sale of securities. The Company
may also require in connection with any exercise of an option that
the optionee give written assurances satisfactory to the Company to
the effect that such person is acquiring the stock subject to the
option for such person's own account and not with a view to the sale
or distribution thereof, unless (a) the shares have been registered
under a then currently effective registration statement under the
Securities Act of 1933, as amended, or (b) a determination is made by
counsel to the Company that such written assurances are not required
under applicable securities laws.
11. NO EMPLOYMENT RIGHT; NO OBLIGATION TO EXERCISE OPTION. Nothing
contained in the Plan, or in any option granted under it, shall
confer upon any optionee any right to continued employment by the
Company or any of its subsidiaries or limit in any way the right of
the Company or any subsidiary to terminate his employment at any
time. The granting of any option hereunder shall impose no
obligation upon the optionee to exercise such option.
12. EXPIRATION OF PLAN. This Plan shall expire with respect to the
granting of further options on September 30, 2001. The expiration of
the Plan as aforesaid shall not affect the validity of any options
theretofore granted hereunder which have not expired by their terms.
13. EFFECTIVE DATE OF PLAN. This Plan shall be submitted to shareholders
for approval. If approved by shareholders, this Plan shall be
effective as of October 1, 1991. If not so approved by shareholders,
this Plan shall be void and of no effect.
5.
<PAGE> 1
EXHIBIT 4.2
BELDEN & BLAKE CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Belden & Blake Corporation hereby
establishes an incentive compensation plan to be known as the "Belden & Blake
Corporation Non-Employee Director Stock Option Plan" (the "Plan"), as set forth
in this document. The Plan permits the grant of Non-qualified Stock Options to
Non-employee Directors, subject to the terms and provisions set forth herein.
The Plan has been adopted by the Board of Directors of the Company,
subject to the approval of shareholders at the 1994 annual shareholders
meeting. Subject to the approval of the shareholders, the Plan shall become
effective as of March 17, 1993 (the "Effective Date"), and shall remain in
effect as provided in Section 1.3 herein.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
achievement of long-term objectives of the Company by linking the personal
interests of Non-employee Directors to those of Company shareholders, and to
attract and retain Non-employee Directors of outstanding competence.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective
Date and shall remain in effect, subject to the right of the Board of Directors
to terminate the Plan at any time pursuant to Article 8 herein, until all
Shares subject to it shall have been purchased or acquired according to the
Plan's provisions. However, in no event may an Award be granted under the Plan
on or after March 16, 2002.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:
(a) "Award" means a grant of Non-qualified Stock Options under the
Plan.
(b) "Award Agreement" means an agreement entered into by and between
the Company and a Non-employee Director, setting forth the terms
and provisions applicable to an Award granted under the Plan.
(c) "Board" or "Board of Directors" means the Board of Directors of
the Company, and includes any committee of the Board of
Directors designated by the Board to administer part or all of
the Plan.
<PAGE> 2
EXHIBIT 4.2
(d) "Change in Control" of the Company shall be deemed to occur in
the event that (i) the Company is the surviving corporation in a
merger or other corporate reorganization as a result of which
less than 75% of the outstanding voting securities of the
Company are owned by persons who were shareholders of the
Company immediately prior to such merger or corporate
reorganization, (ii) 30% of the outstanding voting securities of
the Company become owned (whether directly, indirectly,
beneficially or of record) by any person or group within the
meaning of the Exchange Act other than Henry S. Belden IV (or
his heirs or members of his immediate family) or a pension,
retirement, profit sharing, employee stock ownership or other
employee benefit plan of the Company or an affiliate thereof or
(iii) the individuals who, at the beginning of any period of two
consecutive calendar years, constituted the Board of Directors
of the Company cease for any reason to constitute at least a
majority thereof, unless the nomination for election by the
Company's shareholders of each new director of the Company was
approved by the vote of at least two-thirds still in office who
were directors of the Company at the beginning of such period.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Company" means Belden & Blake Corporation, an Ohio corporation,
or any successor thereto as provided in Section 9.7 herein.
(g) "Director" means any individual who is a member of the Board of
Directors of the Company.
(h) "Disability" means a permanent and total disability, within the
meaning of Code Section 22(e)(3).
(i) "Employee" means any full-time, non-union, salaried employee of
the Company. For purposes of the Plan, an individual whose only
employment relationship with the Company is as a Director, shall
not be deemed to be an Employee.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor Act thereto.
(k) "Fair Market Value" means the average of the highest and lowest
quoted selling prices for Shares on the relevant date, or (if
there were no sales on such date) the weighted average of the
means between the highest and lowest quoted selling prices on
the nearest day before and the nearest day after the relevant
date, as reported in the Wall Street Journal or a similar
publication selected by the Board.
-2-
<PAGE> 3
(l) "Non-employee Director" means any individual who is a member of
the Board of Directors of the Company, but who is not otherwise
an Employee of the Company.
(m) "Non-qualified Stock Option" or "NQSO" means an option to
purchase Shares, granted under Article 6 herein.
(n) "Option" means a Non-qualified Stock Option granted under the
Plan.
(o) "Option Price" means the price at which a Share may be
purchased under an Option.
(p) "Participant" means a Non-employee Director of the Company who
has outstanding a viable Award granted under the Plan.
(q) "Shares" means the shares of common stock, without par value, of
the Company.
ARTICLE 3. ADMINISTRATION
3.1 THE BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, subject to the restrictions set forth in the
Plan.
3.2 ADMINISTRATION BY THE BOARD. The Board shall have the full
power, discretion, and authority to interpret and administer the Plan in a
manner which is consistent with the Plan's provisions. However, in no event
shall the Board have the power to determine Plan eligibility, or to determine
the number, the value, the vesting period, or the timing of Awards to be made
under the Plan (all such determinations are automatic pursuant to the
provisions of the Plan).
3.3 DECISIONS BINDING. All determinations and decisions made by the
Board pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board shall be final, conclusive, and binding on all
persons, including the Company, its stockholders, employees, Participants, and
their estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section
4.3 herein, the total number of Shares available for grant under the Plan may
not exceed 120,000.
4.2 LAPSED AWARDS. If any Shares under an Option granted under the
Plan terminates, expires, or lapses for any reason, such Shares again shall be
available for grant under the Plan. However, in the event that prior to the
Award's termination, expiration, or lapse, the holder of the Award at any time
received one or more "benefits of ownership" pursuant to such Award (as defined
by the Securities and Exchange Commission, pursuant to any rule or
-3-
<PAGE> 4
interpretation promulgated under Section 16 of the Exchange Act), the Shares
subject to such Award shall not be made available for regrant under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, combination of shares, or other change in the corporate
structure of the Company affecting the Shares, the Board may make such
adjustments to outstanding Awards as may be determined to be appropriate and
equitable by the Board, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that no such adjustment shall be made
if the adjustment may cause the Plan to fail to comply with the "formula award"
exception for grants of Awards to Directors, as set forth in Rule
16b-3(c)(ii)(A) of the Exchange Act.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY. Persons eligible to participate in the Plan are
limited to Non-employee Directors who are serving on the Board on the date of
each scheduled grant under the Plan.
5.2 ACTUAL PARTICIPATION. All eligible Non-employee Directors shall
receive grants of Options pursuant to the terms and provisions set forth in
Article 6 herein.
ARTICLE 6. NON-QUALIFIED STOCK OPTIONS
6.1 INITIAL GRANT OF OPTIONS. On March 17, 1993 each individual who
is a Non-employee Director on that date shall be granted an Option to purchase
2,000 Shares, contingent on shareholder approval of the Plan at the 1994 annual
shareholders meeting. The specific terms and provisions of such Options shall
be incorporated in Award Agreements, executed pursuant to Section 6.4 of the
Plan.
6.2 SUBSEQUENT GRANTS OF OPTIONS. Subject to shareholder approval
of the Plan as aforesaid and subject to the limitation on the number of Shares
subject to the Plan, on the day following the 1994 annual meeting of
shareholders and on the day following each annual meeting of shareholders
thereafter during the duration of the Plan, each Non-employee Director shall be
granted an Option to purchase 2,000 Shares.
6.3 LIMITATION ON GRANT OF OPTIONS. Other than those grants of
Options set forth in Sections 6.1 and 6.2 herein, no additional Options shall
be granted under the Plan.
6.4 OPTION AWARD AGREEMENT. Each Option grant shall be evidenced by
an Award Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares available for purchase under the Option, and such
other provisions as the Board shall determine.
-4-
<PAGE> 5
6.5 OPTION PRICE. The purchase price per Share available for
purchase under an Option shall equal the Fair Market Value of a Share on the
date the Option is granted.
6.6 DURATION OF OPTIONS. Except as otherwise provided herein, each
Option shall expire on the tenth (10th) anniversary date of its grant.
6.7 VESTING AND EXERCISABILITY OF SHARES SUBJECT TO OPTION.
(a) INITIAL GRANT OF OPTIONS. The initial grant of Options pursuant
to Section 6.1 hereof shall not vest and shall not be exercisable unless and
until this Plan shall be approved by shareholders at the 1994 annual
shareholders meeting. Subject to such approval and to the terms of this Plan,
such Options shall vest and become exercisable according to the following
schedule, provided that the Participant is serving as a Director on the vesting
date.
<TABLE>
<CAPTION>
Percentage of Shares Cumulative Shares
Vesting Date under Option that Vest Option which are Vested
------------ ---------------------- -----------------------
<S> <C> <C>
Day after 1994 annual 33% 33%
shareholders meeting
Day after 1995 annual 33% 66%
shareholders meeting
Day after 1996 annual 33% 100%
shareholders meeting
------------------------------------------------------------------------------
</TABLE>
(b) SUBSEQUENT GRANTS OF OPTIONS. Subject to the terms of this
Plan, subsequent grants of Options pursuant to Section 6.2 hereof shall vest
and become exercisable according to the following schedule, provided that the
Participant is serving as a Director on the vesting date.
<TABLE>
<CAPTION>
Percentage of Shares Cumulative Shares under
Vesting Date under Option that Vest Option which are Vested
------------ ---------------------- -----------------------
<S> <C> <C>
Day after the first annual 33% 33%
shareholders meeting after grant
Day after the second annual 33% 66%
shareholders meeting after grant
Day after the third annual 33% 100%
shareholders meeting after grant
------------------------------------------------------------------------------
</TABLE>
Regardless of the vesting schedule set forth in this Section 6.7 (b),
all Options held by a Participant shall immediately become one hundred percent
(100%) vested and exercisable upon the first to occur of the following events,
provided that he is then serving as a Director:
(a) The death of the Participant; or
-5-
<PAGE> 6
(b) The Disability of the Participant; or
(c) The effective date of a Change in Control of the Company.
6.8 TERMINATION OF DIRECTORSHIP. In the event a Participant ceases
to be a Director for any reason other than death or Disability, all Options not
vested as of the effective date of such cessation shall be forfeited and shall
revert back to the Company (with no further vesting to occur). All Options
which are vested as of such date shall remain exercisable for six (6) months
following the date the Director's service on the Board terminates, or until
their expiration date, whichever period is shorter.
In the event a Participant ceases to be a Director by reason of his
death, the Option shall remain exercisable at any time prior to its expiration
date, or for one (1) year after the date of death, whichever period is shorter,
by such persons that have acquired the Participant's rights under the Option by
will or by the laws of descent and distribution.
In the event a Participant ceases to be a Director by reason of his
Disability, the Option shall remain exercisable at any time prior to its
expiration date, or for one (1) year after the Disability Date, whichever
period is shorter, by the Participant or such person or persons as shall have
been named as the Participant's legal representative or beneficiary.
Options which vest pursuant to a Change in Control shall remain
exercisable throughout their entire term.
6.9 PAYMENT. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full
payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) tendering
previously acquired Shares having a Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Shares tendered upon Option
exercise have been held by the Participant for at least six (6) months prior to
their tender to satisfy the Option Price), or (c) by a combination of (a) and
(b).
As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, share certificates in an appropriate amount based upon the
number of Shares purchased pursuant to the exercise of the Option.
6.10 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan, as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, under the requirements
of any Stock
-6-
<PAGE> 7
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares;
provided, however, that no such restriction shall be imposed if the restriction
could result in the failure to comply with the "formula award" exception for
grants of Awards to Directors, as set forth in Rule 16b-3(c)(ii)(A) of the
Exchange Act.
6.11 NON-TRANSFERABILITY OF OPTIONS. No Option granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.
ARTICLE 7. CHANGE IN CONTROL
Notwithstanding the provisions of Section 6.7 herein, in the event of a
Change of Control during the term of one or more Options, each such Option
which is outstanding as of the effective date of the Change of Control shall,
effective as of the effective date of such Change of Control, become
exercisable with respect to all unexercised Shares thereunder for the remainder
of its term.
ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION
8.1 AMENDMENT, MODIFICATION AND TERMINATION. Subject to the terms
set forth in this Section 8.1, the Board may terminate, amend, or modify the
Plan at any time and from time to time; provided, however, that the provisions
set forth in the Plan regarding the amount of securities to be awarded to
Directors, the price of securities awarded to Directors, and the timing of
awards to Directors, may not be amended more than once within any six (6) month
period, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974 as amended from time to time, or the rules
thereunder.
Without the approval of the shareholders of the Company (as may be
required by the Code, by the insider trading rules of Section 16 of the
Exchange Act, by any national securities exchange or system on which the Shares
are then listed or reported, or by a regulatory body having jurisdiction with
respect thereto) no such termination, amendment, or modification may:
(a) Increase the total number or value of Shares which may be
available for grants of Awards under the Plan, except as
provided in Section 4.3 herein; or
(b) Change the designation of the class of Participants eligible to
participate in the Plan; or
(c) Materially increase the cost of the Plan, or materially increase
the benefits accruing to Participants.
-7-
<PAGE> 8
8.2 AWARDS PREVIOUSLY GRANTED. Unless required by law, no
termination, amendment, or modification of the Plan shall in any manner
adversely affect any Award previously granted under the Plan, without the
written consent of the Participant holding the Award.
ARTICLE 9. MISCELLANEOUS
9.1 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
9.2 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
9.3 BENEFICIARY DESIGNATION. Each Participant under the Plan may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) who may exercise the Participant's vested Options
following his or her death. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Board, and will be effective only when filed by the Participant in writing with
the Board during his or her lifetime. In the absence of any such designation,
at the Participant's death (and, subject to the terms and provisions of the
Plan) any unexercised vested Options may be exercised by the administrator or
executor of the Participant's estate.
9.4 NO RIGHT OF NOMINATION. Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any Director for
reelection by the Company's shareholders.
9.5 SHARES AVAILABLE. The Shares made available pursuant to Awards
under the Plan may be either authorized but unissued Shares, or Shares which
have been or may be reacquired by the Company, as determined from time to time
by the Board.
9.6 ADDITIONAL COMPENSATION. Shares granted under the Plan shall be
in addition to any annual retainer, attendance fees, or other compensation
payable to each Participant as a result of his or her service on the Board.
9.7 LIQUIDATION, MERGER, ETC. In the event the Company shall
liquidate or dissolve, each Option outstanding under this Plan shall thereupon
terminate, provided that such Options shall vest completely and become fully
exercisable for a period of at least twenty days prior to such liquidation.
In the event of a consolidation, merger or other corporate
reorganization in which the Company is not the surviving corpora-
-8-
<PAGE> 9
tion, each Option outstanding under this Plan shall thereupon terminate,
provided that at least twenty days prior to the effective date of such
consolidation, merger or other corporate reorganization, the Board of Directors
of the Company shall do one of the following: (i) make such options immediately
and full exercisable, (ii) arrange to have the surviving or consolidated
corporation grant replacement options to the holders of such outstanding
options, (iii) pay in cash the difference between the Option Price and the
consideration receivable in the transaction by the holder of the number of
shares of common stock equal to the number of shares subject to the Option.
9.8 REQUIREMENTS OF LAW. The granting of Awards under the Plan
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
9.9 GOVERNING LAW. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Ohio.
-9-
<PAGE> 1
EXHIBIT 5.1
[Black, McCuskey, Souers & Arbaugh letterhead]
September 14, 1995
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720
Gentlemen:
Reference is made to your Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission in connection with the sale
of up to 1,190,000 shares (the "Shares") of common stock, without par value
(the "Common Stock") of Belden & Blake Corporation (the "Company") upon the
exercise of stock options granted and to be granted pursuant to the Belden &
Blake Corporation Stock Option Plan and the Belden & Blake Corporation
Non-Employee Director Stock Option Plan (collectively, the Plans).
We have examined the proceedings taken to organize the Company, its
Articles of Incorporation and Code of Regulations and all amendments to date,
the records of proceedings taken by its shareholders and directors to date,
including proceedings of the Board of Directors and shareholders adopting and
approving the Plans and all amendments thereto.
Based upon the foregoing, and upon the examination of such other
matters as we have deemed necessary in order to express the opinions
hereinafter set forth, we are of the opinion that:
1. The Company is a corporation duly organized and in good
standing under the laws of the State of Ohio having an authorized capital stock
which includes 12,000,000 shares of Common Stock.
2. The Company has full right, power and authority to grant stock
options under the Plans covering an aggregate of up to 1,190,000 shares of
Common Stock, and, when granted in accordance with the terms of the Plans, such
options will be valid and binding obligations of the Company.
<PAGE> 2
Belden & Blake Corporation
September 14, 1995
Page 2
3. The Shares to be issued and sold upon the exercise of stock
options granted and to be granted under the Plans have been duly authorized
and, when issued and sold upon payment of the option exercise price, will be
validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to said
Registration Statement. In giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Black, McCuskey, Souers & Arbaugh
BLACK, McCUSKEY, SOUERS & ARBAUGH
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to Belden & Blake Corporation Stock Option Plan and
Non-Employee Director Stock Option Plan of our report dated March 7, 1995, with
respect ot the consolidated financial statements of Belden & Blake Corporation,
included in its Annual Report (Form 10-K) for the year ended December 31, 1994
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
September 15, 1995
