<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
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)
----------
H. JAMES MCKNIGHT
SECRETARY
MICHAEL BAKER CORPORATION
420 ROUSER ROAD
CORAOPOLIS, PENNSYLVANIA 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>
<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, 10,500 $5.04 $ 52,920.00 $ 18.25
$1.00 par value 139,500 5.69* 793,755.00* 273.71
------- ----------- -------
150,000 $846,675.00* $291.96
- ------------------------------------------------------------------------------
</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 is
based on the actual option price and for shares which may be issued 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 by the American Stock
Exchange Composite Transactions listing for June 11, 1996 as quoted in The
Wall Street Journal.
==============================================================================
<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
"Company") with the Securities and Exchange Commission ("SEC") (File No. 1-
6627) are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-K for the year
ended December 31, 1995;
(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
Company's fiscal year ended December 31, 1995, including without limitation
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
All documents subsequently filed by the Company 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 Company'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
Company or on certain amendments to the Articles of Incorporation of the
Company, and (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
<PAGE>
(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 Company 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 Company's Employee Stock Ownership Plan or
any comparable successor plan (the "ESOP"), (ii) sales by the Company 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 Company 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 Company 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 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 Company.
<PAGE>
DIVIDEND AND LIQUIDATION RIGHTS. Dividends may be declared by the
Board of Directors and paid on the Company'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 Company (including distributions upon liquidation of the
Company). 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
Company, 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 Company, the holders of the
Common Stock and Series B Common Stock would be entitled to share ratably in
the net assets of the Company 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 Company.
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 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<PAGE>
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.
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.
<PAGE>
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 COMPANY'S ARTICLES OF INCORPORATION. Article IV, Section 2 of
the Company's Articles of Incorporation (the "Indemnification Article")
provides that, except as prohibited by law, every director and officer of the
Company is entitled as of right to be indemnified by the Company 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 Company or otherwise, by reason of such person being or having been a
director or officer of the Company or of a subsidiary or serving or having
served at the request of the Company 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 Company other than an action for
indemnification against the Company. 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 Company for indemnification or advancement of expenses, paid in
advance by the Company prior to final disposition of any such action or<PAGE>
proceeding, provided that the Company 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 Company, the
director or officer submitting the claim may bring suit against the Company 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 Company. Neither a failure by the Company to determine that
indemnification is proper in the circumstances nor an actual determination by
the Company 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 Company 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 Company 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 Company'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 Company also provides that, to the fullest extent the laws of
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 Company 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<PAGE>
manner he reasonably believes to be in the best interest of the Company 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 Company 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 Company 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 Company 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 Company if expenses are not advanced by the
Company 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 Company
subject to an undertaking by the contractee to reimburse the Company for the
amount advanced upon receipt of such amount by the contractee pursuant to the
insurance policy or security arrangement.
Further, the Indemnification and Insurance Agreement provides that if
the full indemnification claimed by the contractee may not be paid by the
Company to the contractee because such indemnification is prohibited under
Pennsylvania law and the Company 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 Company were joined in such matter), the contractee has a
right to contribution from the Company for the amount of any expenses or
liability incurred by the contractee as to such matter based on the relative
benefits received by the Company and the contractee from the transaction from
which the liability arose and the relative fault of the Company (including the
Company'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.<PAGE>
Separately, the Indemnification and Insurance Agreement, while not
requiring the Company 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 Company 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 Company may
purchase insurance against certain types of liabilities, such as liabilities
under the Federal securities laws, for which the Company 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 Company 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 Company 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 Company 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.
ITEM 8. EXHIBITS.
----------
An Exhibit Index, containing a list of all exhibits filed herewith,
is included following the Signatures section.
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
<PAGE>
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.
<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 June 14, 1996.
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 June 14, 1996.
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 (Principal Executive
Charles I. Homan Officer)
/s/ J. Robert White Director, Executive Vice
- ------------------- President, Chief Financial Officer and
J. Robert White Treasurer (Principal Financial and
Accounting Officer)
<PAGE>
/s/ William J. Copeland Director
- -----------------------
William J. Copeland
/s/ Roy V. Gavert, Jr. Director
- -----------------------
Roy V. Gavert, Jr.
- ----------------------- Director
Jack B. Hoey
/s/ Thomas D. Larson Director
- -----------------------
Thomas D. Larson
/s/ Konrad M. Weis Director
- -----------------------
Konrad M. Weis
- ----------------------- Director
William A. Wulf
<PAGE>
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 Company'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 Company'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 Consent of Arthur Andersen LLP, independent
public accountants.
24.1 Powers of Attorney (filed herewith as part of the
signature pages).
<PAGE>
<PAGE>
Exhibit 5.1
June 14, 1996
Michael Baker Corporation
420 Rouser Road
Coraopolis, PA 15108
Re: Registration Statement on Form S-8 for
1996 Nonemployee Directors' Stock Incentive Plan
------------------------------------------------
Ladies and 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
150,000 shares of Common Stock, par value $1.00 per share, of the Company (the
"Common Stock") which may be purchased by or awarded to eligible nonemployee
directors of the Company pursuant to stock options granted or restricted
shares awarded under the Company's 1996 Nonemployee Directors' 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 or the award of restricted shares under the Plan. In
rendering our opinion below, we have assumed that any previously issued shares
reacquired by the Company 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 Company, as amended to date;
(2) action taken by the Board of Directors of the Company on February
27, 1996 adopting the Plan, authorizing the issuance of up to 150,000 shares
of Common Stock thereunder and reserving 150,000 shares of Common Stock for
such purpose;
(3) the Plan, as currently in effect; and
(4) action taken by the stockholders of the Company on May 13, 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 150,000 shares of Common Stock being registered and which<PAGE>
may be issued by the Company pursuant to the provisions of the Plan upon the
exercise of stock options granted or the award of restricted shares 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,
/s/ Reed Smith Shaw & McClay
----------------------------
REED SMITH SHAW & McCLAY
DLD:DLR
<PAGE>
<PAGE>
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 16, 1996 (except as to
Notes 6 and 12, which are as of March 22, 1996) appearing within Exhibit 13.1
of Michael Baker Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears at Exhibit 99.2 of
such Annual Report on Form 10-K. We also consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
15, 1996, appearing on Page 1 of the 1995 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, 1995.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Pittsburgh, Pennsylvania
June 14, 1996
<PAGE>
<PAGE>
Exhibit 23.3
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, 1995 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, as independent public accountants, we hereby
consent to the incorporation 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, 1995. 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.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
June 12, 1996
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