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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BELDEN & BLAKE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-1686642
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
5200 Stoneham Road, North Canton, Ohio 44720
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(Address of Principal Executive Offices) (Zip Code)
BELDEN & BLAKE CORPORATION
Nonqualified Stock Option Plan
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(Full title of the Plan)
Joseph M. Vitale
Senior Vice President Legal
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720
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(Name and address of agent for service)
(330) 499-1660
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Telephone number, including area code, of agent for service
Calculation of Registration Fee
<TABLE>
<CAPTION>
================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (a) price (a) registration fee
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<S> <C> <C> <C> <C>
Common Stock, no par
value 1,824,195 shares $0.30 $547,258.50 $144.47
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</TABLE>
(a) Based on the value of the securities for the purpose of calculating the
registration fee under Rule 457(h)(1).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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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, 1999
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.
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 4. Description of Securities
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The authorized capital stock of the Company consists of 58,000,000
shares of Common Stock, without par value, of which 10,260,457 were issued and
outstanding on December 31, 1999. The issued and outstanding shares are fully
paid and nonassessable. Shareholders are entitled to receive dividends out of
assets legally available therefor at such times and in such amounts as the Board
of Directors may from time to time determine. Shareholders have no preemptive,
conversion, redemption or sinking fund rights. Upon liquidation or dissolution
of the Company, the holders of Common Stock are entitled to receive pro rata the
assets of the Company which are legally available for distribution, after
payment of all debts and liabilities. Each outstanding share of Common Stock is
entitled to one vote on all matters submitted to a vote of shareholders, except
that cumulative voting is permitted in the election of directors, subject to
certain notice requirements imposed by Ohio law. In cumulative voting each share
is entitled to as many votes as the number of directors to be elected, and the
holder may cast such votes in favor of one nominee or distribute such votes
among two or more nominees.
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Item 6. Indemnification of Directors and Officers
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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 (a) 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 independent 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
Exhibit No. Description of Document
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4.1 Belden & Blake Corporation Nonqualified Stock Option Plan
--incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-4
(Registration No.333-33407)
5.1 Opinion of Black, McCuskey, Souers Arbaugh as to the
legality of the securities being registered
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23.1 Consent of Ernst & Young LLP
23.2 Consent of Black, McCuskey, Souers & Arbaugh (included in
their opinion filed as Exhibit 5.1)
Item 9. Undertakings
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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;
(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.
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(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.
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 May 25, 2000.
Belden & Blake Corporation
(Registrant)
By: /s/ John L. Schwager
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John L. Schwager
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following
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persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John L. Schwager President and Chief May 25, 2000
--------------------------- Executive Officer and Director (Principal --------------
John L. Schwager Executive Officer)
/s/ Robert W. Peshek Vice President Finance and Chief Financial May 25, 2000
--------------------------- Officer (Principal Financial and Accounting --------------
Robert W. Peshek Officer)
/s/ Joseph M. Vitale Senior Vice President Legal, General Counsel, May 25, 2000
--------------------------- Secretary and Director --------------
Joseph M. Vitale
/s/ Henry S. Belden IV* Director May 25, 2000
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Henry S. Belden IV
/s/ Lawrence W. Kellner* Director May 25, 2000
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Lawrence W. Kellner
/s/ Max L. Mardick* Director May 25, 2000
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Max L. Mardick
/s/ William S. Price,III* Director May 25, 2000
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William S. Price,III
/s/ Gareth Roberts* Director May 25, 2000
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Gareth Roberts
*By: /s/ Joseph M. Vitale May 25, 2000
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Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description of Document Located in
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Numbered Copy
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4.1 Belden & Blake Corporation
Nonqualified Stock Option
Plan--incorporated by
reference to Exhibit 10.5
to the Company's Registra-
tion Statement on Form S-4
(Registration NO. 333-33407)
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)
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