<PAGE>
As filed with the Securities and Exchange Commission on September 25, 1995
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------
<TABLE>
<CAPTION>
MICHAEL BAKER CORPORATION
(Exact name of registrant as specified in its charter)
<S> <C>
PENNSYLVANIA 25-0927646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 Rouser Road
Coraopolis, Pennsylvania 15108
412-269-6300
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
-----------
Glenn S. Burns
Secretary
Michael Baker Corporation
420 Rouser Road
Coraopolis, PA 15108
412-269-6300
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copy to:
David L. DeNinno, Esq.
Reed Smith Shaw & McClay
435 Sixth Avenue
Pittsburgh, PA 15219
412-288-3214
---------------
</TABLE>
1
<PAGE>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per share* Price Fee
- -----------------------------------------------------------------------------
Common Stock, 151,788 $5.00 $758,940 $262
$1.00 par value 348,212 $6.00* $2,089,272* $721
-------- ----------- ----
500,000 $2,848,212* $983
</TABLE>
* Estimated solely for the purposes of calculating the amount of the
registration fee. Pursuant to Rules 457(h) and (c), the proposed maximum
aggregate offering price for shares subject to stock options outstanding
under the Plan is based on the actual option price and for shares which may be
issued under the Plan but are not subject to outstanding stock options is based
on the average of the high and low sales prices of the Common Stock as reported
on the American Stock Exchange Composite Transactions listing for September 19,
1995 as quoted in The Wall Street Journal.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
-----------------------------------------
The following documents filed by Michael Baker Corporation (the
"Corporation") with the Securities and Exchange Commission ("SEC") (File No.
1-6627) are incorporated herein by reference:
(a) The Corporation's latest annual report on Form 10-K for the
fiscal year ended December 31, 1994;
(b) All of the reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "1934 Act") since the end
of the Corporation's fiscal year ended December 31, 1994, including
without limitation the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing 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 hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to exist or constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
The Corporation's Articles of Incorporation authorize the issuance of
300,000 shares of Cumulative Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), issuable in one or more series, and 50,000,000 shares of
Common Capital Stock, par value $1.00 per share, divided into two series,
consisting of 44,000,000 shares of Common Stock and 6,000,000 shares of Series
B Common Stock.
All the issued and outstanding shares of the Common Stock are, and the
shares registered hereunder will be, when issued and paid for, validly issued,
fully paid and non-assessable. No shares of Preferred Stock have been issued.
Voting Rights. Each share of Common Stock entitles the holder thereof
to one vote on all matters submitted to shareholders and each share of Series B
Common Stock entitles the holder thereof to ten votes on all such matters. All
matters submitted to a vote of shareholders are voted upon by holders of Common
Stock and Series B Common Stock voting together except that (i) holders of
Common Stock and Series B Common Stock are entitled to vote separately as a
class on certain extraordinary transactions involving the Corporation or on
certain amendments to the Articles of Incorporation of the Corporation, and
3
<PAGE>
(ii) holders of Common Stock, voting separately as a class, are entitled to
elect one-fourth of the directors to be elected at a meeting (other than
directors whom future holders of Preferred Stock may have the right to elect),
rounded, if necessary, to the next highest whole number. Holders of Common
Stock vote together with the holders of Series B Common Stock on the election
of the remaining directors (other than those electable by future holders of
Preferred Stock).
Holders of Common Stock and Series B Common Stock have cumulative
voting rights in the election of directors, including, in the case of holders
of Common Stock, directors elected by such holders voting separately as a
class. Cumulative voting entitles each shareholder to that number of votes in
the election of directors as is equal to the number of shares which he holds of
record (multiplied by ten, in the case of Series B Common Stock) multiplied by
the total number of directors to be elected and to cast the whole number of
such votes for one nominee or distribute them among any two or more nominees as
he chooses.
Under its Articles of Incorporation the Corporation is not permitted
to issue any additional shares of Series B Common Stock, except out of
treasury, without the approval of a majority of the votes of the outstanding
shares of Common Stock and Series B Common Stock, each voting separately as a
class, except for (i) contributions to the Corporation's Employee Stock
Ownership Plan or any comparable successor plan (the "ESOP"), (ii) sales by the
Corporation to the ESOP for cash, or (iii) issuances in the event of any stock
splits or stock dividends on the Series B Common Stock. With the approval of
shareholders, shares of Series B Common Stock could be issued for any proper
corporate purpose. All shares of Series B Common Stock received by the
Corporation upon conversion thereof into Common Stock will (if permitted by
law) become authorized but unissued shares, unless the Board of Directors
provides by resolution that any or all of such shares may not be reissued.
If at any time (i) the number of outstanding shares of Series B Common
Stock as reflected on the stock transfer books of the Corporation falls below
5% of the aggregate number of issued and outstanding shares of the Common Stock
and Series B Common Stock, or (ii) the Board of Directors and the holders of a
majority of the outstanding shares of Series B Common Stock approve the
conversion of all of the Series B Common Stock into Common Stock then,
immediately upon the occurrence of either such event, the outstanding shares of
Series B Common Stock shall be converted into shares of Common Stock. In the
event of such a conversion, certificates formerly representing outstanding
shares of Series B Common Stock will thereafter be deemed to represent a like
number of shares of Common Stock.
Conversion Rights. At the option of the holder, each outstanding
share of Series B Common Stock is convertible at any time into one share of
Common Stock without cost to the shareholder.
Transferability. Shares of Common Stock are freely transferable.
Series B Common Stock is only transferable by a shareholder to or among such
holder's spouse, certain of such holder's relatives, certain trusts established
for their benefit, such holder's estate and the ESOP or any successor plan and
trust. Shareholders who desire to sell their shares of Series B Common Stock
may convert those shares into an equal number of shares of Common Stock and
sell the shares of Common Stock. Any transfer of shares of Series B Common
Stock not permitted under the Articles of Incorporation results in the
4
<PAGE>
conversion of the shares of Series B Common Stock into shares of Common Stock,
effective the date on which certificates representing such shares are presented
for transfer on the books of the Corporation.
Dividend and Liquidation Rights. Dividends may be declared by the
Board of Directors and paid on the Corporation's Common Stock and Series B
Common Stock out of funds legally available therefor in accordance with the
provisions of the Pennsylvania Business Corporation Law; subject, however, to
the rights of the holders of any Preferred Stock.
Each share of Common Stock is entitled to receive cash dividends of no
less than cash dividends to Series B Common Stock and in all other cases will
be equal in respect of dividends and other distributions in stock or property
of the Corporation (including distributions upon liquidation of the
Corporation). However, in the case of dividends or other distributions payable
on the Common Stock and the Series B Common Stock in Common Capital Stock of
the Corporation, including distributions pursuant to stock splits or dividends,
only Common Stock will be distributed with respect to Common Stock and only
Series B Common Stock will be distributed with respect to Series B Common
Stock. In no event will either Common Stock or Series B Common Stock be split,
divided or combined unless the other is split, divided or combined equally.
In the event of the liquidation of the Corporation, the holders of the
Common Stock and Series B Common Stock would be entitled to share ratably in
the net assets of the Corporation available for distribution after satisfaction
of the rights of the holders of any Preferred Stock.
Miscellaneous. Neither the Common Stock nor the Series B Common Stock
carries any preemptive rights enabling a holder to subscribe for or receive
shares of stock of the Corporation.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Pennsylvania Business Corporation Law of 1988. Section 1741 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that unless
otherwise restricted in its bylaws, a business corporation shall (subject to
the limitations described below) have the power to 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 proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person 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 domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action or proceeding, if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal
5
<PAGE>
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that such 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 corporation and, with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 1742 of the BCL provides that unless otherwise restricted in
its bylaws, a corporation shall (subject to the limitations described below)
have the power to indemnify any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person 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 domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation.
Indemnification shall not be made under Section 1742 in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless, and only to the extent that, the court of common
pleas of the judicial district embracing the county in which the registered
office of the corporation is located or the court in which such action was
brought determines 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 of common
pleas or such other court shall deem proper.
Section 1744 of the BCL provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the business
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the indemnitee has met the applicable standard of
conduct set forth in the relevant section. Such determination shall be made:
(1) By the board of directors of the corporation by a majority vote
of a quorum consisting of directors who were not parties to the action or
proceeding;
or
(2) If such a quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) By the shareholders.
Notwithstanding the above, Section 1743 of the BCL provides that, to
the extent that a director, officer, employee or agent of a business
corporation has been successful on the merits or otherwise in defense of any
action or proceeding referred to above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
6
<PAGE>
Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by a business
corporation in advance of the final disposition of the action or proceeding
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it is ultimately determined that such
person is not entitled to be indemnified by the corporation.
Section 1746 of the BCL provides that the indemnification and
advancement of expenses provided by or granted pursuant to the subchapter on
indemnification shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office. Section 1746 also
provides that indemnification may not be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. The articles of
incorporation may not provide for indemnification in the case of willful
misconduct or recklessness.
Section 1747 of the BCL provides that, unless otherwise restricted in
its bylaws, a business corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify the director,
officer, employee or agent against such liability under the provisions of the
subchapter governing indemnification. Section 1747 declares such insurance to
be consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1750 of the BCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the subchapter
governing indemnification shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent of the corporation and shall inure to the benefit of the
heirs and personal representatives of such director, officer, employee or
agent.
The Corporation's Articles of Incorporation. Article IV, Section 2 of
the Corporation's Articles of Incorporation (the "Indemnification Article")
provides that, except as prohibited by law, every director and officer of the
Corporation is entitled as of right to be indemnified by the Corporation
against expenses and any liability paid or incurred by such person in
connection with any actual or threatened claim, action, suit or proceeding,
civil, criminal, administrative, investigative or other, whether brought by or
in the right of the Corporation or otherwise, by reason of such person being
or having been a director of officer of the Corporation or of a subsidiary or
serving or having served at the request of the Corporation as a director,
officer, employee, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity;
provided, that there exists no right of indemnification with respect to an
action initiated by a director or officer against the Corporation other than an
7
<PAGE>
action for indemnification against the Corporation. The Indemnification
Article does not apply to any action filed prior to January 27, 1987.
The Indemnification Article further provides that every indemnitee
shall be entitled as of right to have his or her expenses in defending any
action or proceeding, or in initiating and pursuing any action or proceeding
against the Corporation for indemnification or advancement of expenses, paid in
advance by the Corporation prior to final disposition of any such action or
proceeding, provided that the Corporation receives a written undertaking by the
indemnitee to repay the amount advanced if it is ultimately determined that the
indemnitee is not entitled to be indemnified for such expenses.
If a written claim for indemnification or for advancement of expenses
is not paid within thirty days after it is received by the Corporation, the
director or officer submitting the claim may bring suit against the Corporation
to enforce payment of the claim and, if successful in whole or in part, may
also recover the expenses of the suit. While it will be a defense to any such
suit that the conduct of the director or officer was such that Pennsylvania law
would prohibit indemnification, the burden of proving this defense will be on
the Corporation. Neither a failure by the Corporation to determine that
indemnification is proper in the circumstances nor an actual determination by
the Corporation that the indemnitee's conduct was such that indemnification
would be prohibited by law will be a defense to such suit or create a
presumption that the conduct of the indemnitee was such that the
indemnification would be prohibited by law.
The Indemnification Article further provides that the right to
indemnification and the advancement of expenses shall be treated as contractual
rights of persons entitled to indemnification and shall not be deemed exclusive
of any other rights of indemnification which a person seeking indemnity may
have under any agreement, bylaw or charter provision, vote of stockholders or
directors or otherwise.
The Indemnification Article provides that the Corporation may purchase
and maintain insurance to protect itself and any person entitled to
indemnification against any liability or expense asserted against or incurred
by such person, whether or not the Corporation would be permitted to indemnify
against such liability or expense by law or under the Indemnification Article.
Future changes in Pennsylvania law expanding or contracting the scope
of permissible indemnification would automatically expand or contract the scope
of indemnification authorized by the Indemnification Article. However, any
amendment or repeal of the Indemnification Article would not limit the rights
of directors or officers to be indemnified with respect to acts or omissions
which occurred prior to the change.
The Corporation's former bylaw providing for indemnification applies
to all actions, suits or proceedings commenced against directors or officers
prior to January 27, 1987 and to the extent the BCL does not permit the
Indemnification Article to apply to the same, to any breach of performance of
duty or any failure of performance of duty by any director or officer which
occurred prior to January 27, 1987. It provides for indemnification to the
maximum extent permitted by the BCL.
As permitted by BCL Section 1713, the articles of incorporation and
bylaws of the Corporation also provides that, to the fullest extent the laws of
8
<PAGE>
the Commonwealth of Pennsylvania in effect on January 27, 1987 or as thereafter
amended permit elimination or limitation of the liability of directors, no
director of the Corporation will be personally liable for monetary damages for
any action taken, or failure to take any action, as a director. The BCL states
that this exculpation from liability does not apply to the responsibility or
liability of a director pursuant to any criminal statute or the liability of a
director for the payment of taxes pursuant to Federal, state or local law.
Under the BCL, a director may be so protected from personal liability for such
action or inaction unless (a) the director has breached or failed to perform
the duties of his office in good faith, in a manner he reasonably believes to
be in the best interest of the Corporation and with such care, including
reasonable inquiry, skill and diligence as a person of ordinary prudence would
use under similar circumstances, and (b) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. In carrying out
the duties referred to in clause (a) of the preceding sentence, a director is
entitled to rely in good faith on information, opinions, reports and
statements, including financial statements and other financial data, in each
case prepared by one or more officers or employees of the Corporation whom the
director reasonably believes to be reliable and competent in such matters,
counsel, public accountants and other persons as to matters which the director
reasonably believes to be within the professional or expert competence of such
person or a committee of the Board upon which the director does not serve, duly
designated in accordance with law, as to matters within such committee's
designated authority, if the director reasonably believes the committee merits
confidence. A director is not considered to be acting in good faith if he has
knowledge concerning the matter in question which would render his reliance to
be unwarranted. The amendments concerning personal liability for monetary
damages do not apply to any action filed prior to January 27, 1987 nor to any
breach of performance or failure of performance of duty occurring prior to
January 27, 1987.
The Corporation has purchased director and officer liability
insurance. Such insurance covers its directors and officers with respect to
liability which they may incur in connection with their serving as such, which
liability could include liability under the Securities Act of 1933, as amended.
Under this type of insurance, the Corporation would receive reimbursement for
amounts as to which the directors and officers would be indemnified under the
Indemnification Article. The insurance would also provide certain additional
coverage for the directors and officers against certain liability even though
such liability would not be subject to indemnification under the
Indemnification Article.
The Indemnification and Insurance Agreement provides essentially the
same rights to indemnification against expenses and liability, advancement of
expenses and partial indemnification as are provided in the Indemnification
Article, except that a contractee has the additional right to cause judgment to
be confessed against the Corporation if expenses are not advanced by the
Corporation within 30 days after a written request by the contractee. In
addition, such Agreement provides that expenses may be advanced to a contractee
before payment is reasonably expected to be made to the contractee under an
insurance policy or a security arrangement established by the Corporation
subject to an undertaking by the contractee to reimburse the Corporation for
the amount advanced upon receipt of such amount by the contractee pursuant to
the insurance policy or security arrangement.
9
<PAGE>
Further, the Indemnification and Insurance Agreement provides that if
the full indemnification claimed by the contractee may not be paid by the
Corporation to the contractee because such indemnification is prohibited under
Pennsylvania law and the Corporation has been found to be jointly liable with
the contractee as to the matter of which indemnification was sought (or would
be so liable if the Corporation were joined in such matter), the contractee has
a right to contribution from the Corporation for the amount of any expenses or
liability incurred by the contractee as to such matter based on the relative
benefits received by the Corporation and the contractee from the transaction
from which the liability arose and the relative fault of the Corporation
(including the Corporation's other directors, officers, employees or agents)
and the contractee in connection with the events which resulted in such
expenses or liability, as well as other relevant equitable considerations.
Separately, the Indemnification and Insurance Agreement, while not
requiring the Corporation to maintain the director and officer liability
insurance in effect at the time the Agreement is entered into with a
contractee, provides that if such insurance is not maintained, the Corporation
will in effect become a self-insurer by providing the same insurance benefits
that would have been provided had the insurance been continued. Since the
Corporation may purchase insurance against certain types of liabilities, such
as liabilities under the Federal securities laws, for which the Corporation
might not be able to provide indemnification (see Item 17 below), this
contract right may have the effect of providing broader payment rights than
would be available under the Indemnification Article should the Corporation
fail to maintain its director and officer liability insurance.
Under the Indemnification and Insurance Agreement, a contractee is
entitled to the rights to indemnification for expenses and liability,
advancement of expenses and liability, contribution and payment for failure to
maintain insurance provided by the Agreement notwithstanding any amendment or
repeal of the Indemnification Article. In addition, although a change in
Pennsylvania law restricting indemnification rights would automatically
restrict the indemnification rights provided under the Indemnification Article,
the Indemnification and Insurance Agreement provides that a change in law
restricting indemnification rights will not affect the indemnification rights
of a contractee unless the law so requires.
The Corporation has entered into Indemnification and Insurance
Agreements with its present directors and intends to enter into such Agreements
with its future directors. Indemnification and Insurance Agreements may also
be entered into from time to time with certain officers of the Corporation who
are not directors as designated by the Board. Each Indemnification and
Insurance Agreement will only apply to actions commenced after the date of the
Agreement; such actions may, however, arise from acts or omissions occurring
before the date of the Agreement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
10
<PAGE>
ITEM 8. EXHIBITS.
--------
An Exhibit Index, containing a list of all exhibits filed herewith, is
included on page 14.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned registrant hereby 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 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.
(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.
(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 1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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 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.
11
<PAGE>
SIGNATURES
----------
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 Pittsburgh, Commonwealth of Pennsylvania, on
September 25, 1995.
MICHAEL BAKER CORPORATION
By /s/ Charles I. Homan
-------------------------
Charles I. Homan
President 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 indicated on September 25, 1995.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Charles I. Homan and J. Robert White,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection therewith, 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, 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 and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title
------------- ------
/s/ Richard L. Shaw Chairman of the Board
- ------------------------------
Richard L. Shaw
/s/ Charles I. Homan Director, President and
- ------------------------------- Chief Executive Officer
Charles I. Homan (Principal Executive Officer)
/s/ J. Robert White Director, Executive Vice
- ------------------------------- President, Chief Financial
J. Robert White Officer and Treasurer
(Principal Financial and
Accounting Officer)
12<PAGE>
- ---------------------------------- Director
William J. Copeland
/s/ Roy V. Gavert, Jr. Director
- ---------------------------------
Roy V. Gavert, Jr.
/s/ Jack B. Hoey Director
- --------------------------------
Jack B. Hoey
- -------------------------------- Director
Thomas D. Larson
- -------------------------------- Director
Konrad M. Weis
- --------------------------------- Director
William A. Wulf
13
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EXHIBIT INDEX
------------------------
(Pursuant to Item 601 of Regulation S-K)
Exhibit
No. Description and Method of Filing
- --------------------------------------------------
4.1 Articles of Incorporation of the
Corporation, as amended, incorporated herein by
reference to Exhibit 3.1 to the Corporation's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
5.1 Opinion of Reed Smith Shaw & McClay regarding legality
of shares of the Corporation's Common Stock being
registered.
23.1 Consent of Reed Smith Shaw & McClay (contained in the
opinion filed as exhibit 5.1 hereto).
23.2 Consent of Price Waterhouse LLP, independent
accountants.
23.3 Awareness Letter of Price Waterhouse LLP,
independent accountants.
23.4 Consent of Arthur Andersen LLP, independent
accountants.
24.1 Powers of Attorney (filed herewith as part of the
signature pages).
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Exhibit 5.1
September 25, 1995
Michael Baker Corporation
420 Rouser Road
Coraopolis, PA 15108
Re: Registration Statement on Form S-8 for
1995 Stock Incentive Plan
--------------------------------------
Gentlemen:
We have acted as counsel to Michael Baker Corporation, a
Pennsylvania corporation (the "Corporation"), in connection with the
above-captioned Registration Statement (the "Registration Statement") relating
to up to 500,000 shares of Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") which may be purchased by eligible employees
of the Corporation pursuant to stock options granted under the Corporation's
1995 Stock Incentive Plan (the "Plan"). The Plan provides that either
authorized but unissued or treasury shares of Common Stock may be issued upon
the exercise of stock options granted under the Plan. In rendering our
opinion below, we have assumed that any previously issued shares reacquired by
the Corporation and delivered under the Plan will have been duly authorized,
validly issued and fully paid at the time of their original issuance.
In connection with this opinion, we have examined, among other
things:
(1) the Articles of Incorporation of the Corporation, as amended
to date;
(2) action taken by the Board of Directors of the Corporation on
December 15, 1994 adopting the Plan, authorizing the issuance of up to
500,000 shares of Common Stock thereunder and reserving 500,000 shares
of Common Stock for such purpose;
(3) the Plan, as currently in effect; and
(4) action taken by the stockholders of the Corporation on
May 24, 1995 approving the adoption of the Plan by the Board of
Directors.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as
we considered necessary in order to enable us to furnish this opinion, and
subject to the assumption set forth above, we are pleased to advise you that
in our opinion the 500,000 shares of Common Stock being registered and which
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may be issued by the Corporation pursuant to the provisions of the Plan upon
the exercise of stock options granted under the Plan have been duly
authorized, and upon such issuance in accordance with the provisions of the
Plan such shares will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have not examined the laws
of any jurisdiction other than the laws of the Commonwealth of Pennsylvania
and the federal laws of the United States of America and the foregoing opinion
is limited to such laws.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the use of our name in the Prospectus under
the caption "Legal Opinion."
Yours truly,
REED SMITH SHAW & McCLAY
DLD:DLR
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 17, 1995, except as to
Note 6, which is as of April 13, 1995, which appears on page 35 of the 1994
Annual Report to the Shareholders of Michael Baker Corporation (the Company),
which is incorporated by reference in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears at
Exhibit 28.2 of such Annual Report on Form 10-K. We also consent to the
incorporation by reference in this Registration Statement on From S-8 of our
report dated March 13, 1995, appearing on Page 1 of the 1994 Annual Report of
the Michael Baker Corporation Employee Stock Ownership Plan (the Plan) which
is incorporated by reference in the Plan's Annual Report on Form 11-K for the
year ended December 31, 1994.
Price Waterhouse LLP
Pittsburgh, Pennsylvania
September 22, 1995
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Exhibit 23.3
September 22, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Michael Baker Corporation (the Company) has incorporated by
reference our reports dated May 12, 1995 and August 8, 1995 (issued pursuant
to the provisions of Statement on Auditing Standards No. 71), in the Company's
Registration Statement on Form S-8 to be filed on or about September 22, 1995.
We are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
Price Waterhouse LLP
Pittsburgh, Pennsylvania
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Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 14, 1994 included in the Michael Baker Corporation (the Company) Form
10-K for the year ended December 31, 1994 and to all references to our Firm
included in this registration statement. It should be noted that we have not
audited any financial statements of the Company subsequent to December 31,
1993 or performed any audit procedures subsequent to the date of our report.
In addition, we hereby consent to the incorporated by reference in this
registration statement of our report dated February 15, 1994 included in the
Michael Baker Corporation Employee Stock Ownership Plan (the Plan) Form 11-K
for the year ended December 31, 1994. It should be noted that we have not
audited any financial statements of the Plan subsequent to January 2, 1994 or
performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
September 21, 1995
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