<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1998
Registration No. 333-_________
- -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
MICHAEL BAKER CORPORATION
(Exact name of registrant as specified in its charter)
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)
MICHAEL BAKER CORPORATION
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
--------------
H. JAMES MCKNIGHT
SENIOR VICE-PRESIDENT, GENERAL COUNSEL & SECRETARY
MICHAEL BAKER CORPORATION
420 ROUSER ROAD
CORAOPOLIS, PA 15108
(412) 269-2532
(Name and address, including zip code and telephone number,
including area code, of agent for service)
Copy to:
DAVID L. DENINNO, ESQUIRE
REED SMITH SHAW & MCCLAY LLP
435 SIXTH AVENUE
PITTSBURGH, PA 15219
CALCULATION OF REGISTRATION FEE
============================================================================
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered 1 per share 2 offering price fee
- ----------------------------------------------------------------------------
Common Stock, 241,914 $10.125 $2,449,380
$1.00 par value 758,086 9.21875 6,988,606
per share ----------
$9,437,986 $2,785
============================================================================
</TABLE>
1 Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the
Michael Baker Corporation 1995 Stock Incentive Plan as a result of any future
stock split, stock dividend or similar adjustment of the outstanding Common
Stock.
2 Estimated solely for the purpose of calculating 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 stock options
is based on the average of the high and low sales price of the Common Stock
as reported on the American Stock Exchange Composite transactions listing for
July 24, 1998 as quoted in The Wall Street Journal.
=============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Form S-8 Registration Statement is being filed pursuant to
paragraph E of the general instructions to Form S-8 to register an additional
1,000,000 shares of Common Stock, $1.00 par value per share, being offered
under the Michael Baker Corporation (the "Company") 1995 Stock Incentive Plan
(the "Plan").
The contents of the Company's initial Form S-8 Registration Statement with
respect to the Plan, File No. 33-62887 (the "Original S-8") which was filed
with the Securities and Exchange Commission on September 25, 1995, are hereby
incorporated by reference to this Form S-8 Registration Statement, except to
the extent modified below.
ITEM 8. EXHIBITS.
An exhibit index, containing a list of all exhibits filed herewith is
included on page II-4.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") 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 BOROUGH OF CORAOPOLIS, STATE OF
PENNSYLVANIA, ON THE 23RD DAY OF JULY, 1998.
MICHAEL BAKER CORPORATION
By /s/ Charles I. Homan
----------------------
Charles I. Homan
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles I. Homan and H. James McKnight, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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 thereof.
PURSUANT TO THE REQUIREMENTS OF THE ACT, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 23RD
DAY OF JULY, 1998.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/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)
II-2
<PAGE>
/s/ J. Robert White Director, Executive Vice
- ---------------------------- President, Chief Financial
J. Robert White Officer and Treasurer
(Principal Financial
and Accounting Officer)
/s/ William J. Copeland Director
- ----------------------------
William J. Copeland
/s/ Roy V. Gavert, Jr. Director
- ----------------------------
Roy V. Gavert, Jr.
/s/ Thomas D. Larson Director
- ----------------------------
Thomas D. Larson
/s/ Konrad M. Weis Director
- ----------------------------
Konrad M. Weis
/s/ Robert N. Bontempo Director
- ----------------------------
Robert N. Bontempo
/s/ John E. Murray, Jr. Director
- ----------------------------
John E. Murray, Jr.
</TABLE>
II-3
<PAGE>
MICHAEL BAKER CORPORATION
1995 STOCK INCENTIVE PLAN
---------
REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit
No. Document
- ------- ----------------------------------------------
<S> <C>
5.1 Opinion of Reed Smith Shaw & McClay LLP, as to
the legality of the Common Stock, filed
herewith.
23.1 Consent of Reed Smith Shaw & McClay LLP (included
in Exhibit 5.1 filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP,
independent accountants, filed herewith.
24.1 Powers of Attorney (filed herewith as part of
the signature pages).
</TABLE>
II-4
<PAGE>
REED SMITH SHAW & MCCLAY LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
Exhibit 5.1
July 27, 1998
Michael Baker Corporation
420 Rouser Road
Coraopolis, PA 15108
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to Michael Baker Corporation (the "Company")
in connection with the above-captioned Registration Statement (the
"Registration Statement") relating to up to 1,000,000 shares of the Company's
Common Stock, par value $1.00 per share, (the "Common Stock") which may be
purchased by eligible employees of the Company pursuant to stock options
granted under the Company'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 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, 1998 authorizing the issuance of an additional 1,000,000
shares of Common Stock under the Plan and reserving 1,000,000 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 April 23,
1998 approving the issuance of an additional 1,000,000 shares under
the Plan.
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 assumptions set forth above, we are pleased to advise you that
in our opinion the 1,000,000 shares of Common Stock being registered and which
may be issued by the Company pursuant to the provisions of the Plan have been
duly authorized, and upon such issuance such shares will, when sold, 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". In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.
Yours truly,
/s/ REED SMITH SHAW & McCLAY LLP
---------------------------
REED SMITH SHAW & McCLAY LLP
PDG, Jr.:JGA
<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 3, 1998, which appears
within Exhibit 13.1 to Michael Baker Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
July 24, 1998
