-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TxqP6Cq29tRIBXjWN6NutBP87ptvZSSlC/GjbZvU1wryRdInKbUX//CUzaYW5kED ns/HyUdAV3ZS/QN0dyGfaw== 0000355115-96-000023.txt : 19960624 0000355115-96-000023.hdr.sgml : 19960624 ACCESSION NUMBER: 0000355115-96-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960621 EFFECTIVENESS DATE: 19960710 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALAMCO INC CENTRAL INDEX KEY: 0000355115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550615701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06539 FILM NUMBER: 96583908 BUSINESS ADDRESS: STREET 1: 200 W MAIN ST CITY: CLARKSBURG STATE: WV ZIP: 26301 BUSINESS PHONE: 3046236671 MAIL ADDRESS: STREET 1: P.O. BOX 1740 STREET 2: 200 W. MAINE STREET CITY: CLARKSBURG STATE: WV ZIP: 26301 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHENY LAND & MINERAL CO DATE OF NAME CHANGE: 19830718 S-8 1 As filed with the Securities and Exchange Commission on June 21, 1996 Registration No. -------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- ALAMCO, INC. (Exact name of registrant as specified in its charter) Delaware 55-0615701 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 200 West Main Street Clarksburg, West Virginia 26301 (Address of Principal Executive Offices) (Zip Code) ALAMCO, INC. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) John L. Schwager, President Alamco, Inc. 200 West Main Street Clarksburg, West Virginia 26301 (Name and address of agent for service) (304) 623-6671 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum Amount of securities to be Amount to be offering price aggregate registration registered registered per share* offering price fee** Common Stock, par value 170,000 $10.625 $.10 per share shares (at filing) $1,806,250.00 $622.84
*Estimated solely for the purpose of calculating the registration fee and is based on the average of the high and the low prices of the Registrant's Common Stock reported on the American Stock Exchange on June 18, 1996. **The fee is calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") on the basis of the average of the high and low prices of the Registrant's Common Stock reported on the American Stock Exchange on June 18, 1996. Exhibit Index begins on page 9. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Alamco, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; 2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996; and 3. The description of the Company's Common Stock, par value $0.10 per share (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A filed under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all amendments and reports updating such description. The consolidated financial statements incorporated in this Registration Statement by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, have been so incorporated in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of said firm as experts in auditing and accounting. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospec- tus relating to the Stock Option between Alamco, Inc. and Non-Employee Directors of Alamco, Inc., meeting the requirements of Section 10(a) of the Securities Act. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered under this Registration Statement is registered under Section 12(g) of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify its directors and officers against suits subject to certain limitations. In brief, the statute expressly empowers the Company to indemnify such persons if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation. With respect to any criminal action or proceed- ings, such persons must also have had no reasonable cause to believe their conduct was unlawful. In most cases, indemnification may cover expenses (including attorneys' fees), judgments, fines and amounts paid in settlement that are actually and reasonably incurred if the foregoing considerations are met. However, in suits brought by or in the name of the Company (including derivative suits), indemnification is limited to expenses actually or reasonably incurred in defense or settlement, and no indemnification is permitted as to any matter as to which such persons are liable, except as may be ordered by a court. Article III, Section 13 of the Company's By-Laws provides that the Company shall indemnify each of its directors and officers in connection with suits, actions and other proceedings of all kinds, if the director or officer is made a party or a witness because he is or was a director or officer of the Company or an official of any employee benefit plan of the Company, or is or was serving another enterprise as an officer, director, employee or agent at the Company's request. Section 102(b)(7) of the DGCL permits a corporation, in its certifi- cate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty. Article 5, Section C of the Company's Certificate of Incorporation provides as follows: A director shall not be personally liable to the (Company) or its stockholders for monetary damages for breach of fiduciary duty as a direc- tor, provided, however, that a director shall be liable to the (Company) or its stockholders (i) for any breach of the director's duty of loyalty to the (Company) or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) for paying a dividend or approving a stock repurchase or redemption which is unlawful under Sec. 174 of the (DGCL), or (iv) for any transaction from which the director derived an improper personal benefit. The foregoing provision eliminates or limits the ability of the Company or its stockholders to recover monetary damages from a director who is found to have breached his or her fiduciary duty, even in circumstances where the good faith business decision of a director is determined to have been grossly negligent. The provision does not eliminate or limit a director's liability for breach of the duty of loyalty, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for liability for certain improper dividends, stock purchases or stock redemptions, or any transaction from which the director derived an improper personal benefit. The provision also does not limit the ability of the Company or its stockholders to obtain equitable remedies such as an injunction or rescission, since the provision does not change the duty of care, but only eliminates monetary liability of a director for breach of that duty. The provision does not affect the liability of any officer of the Company to the Company or its stockholders in his or her capacity as such, and may not serve to eliminate or limit any liability of a director which is separate or distinct from that arising under the DGCL, such as that arising under the Federal securities law. The directors and officers of the Company (each an "Indemnitee" and collectively the "Indemnitees") are each also parties to indemnification agree- ments (collectively, the "Indemnification Agreements"), the executions of which were approved by the Company's stockholders at the 1987 Annual Meeting of Stockholders. Under the Indemnification Agreements, the Company agrees to hold harmless and indemnify each Indemnitee to the fullest extent permitted by the Certificate of Incorporation and applicable law for all expenses, including attorney's fees and taxes, in connection with any threatened or commenced investigation, proceeding, or other action. Subject to statutory limitations, the Indemnification Agreements provide that the Indemnitees are not personally liable to the Company or its stockholders for a breach of a fiduciary duty. The Indemnification Agreements further provide for advancement to any Indemnitee upon demand by the Company of costs, including attorney's fees to be recovered by the Company if the Indemnitee is found not to be entitled to indemnification under applicable law. In the event indemnification is unavailable under applicable law for an action in which the Company may be jointly or severally liable, the Company is obligated to contribute to the fullest extent permitted by law to any judgment, fine, settlement or like obligation imposed upon the Company and the Indemnitee, such contribution to be limited by relative fault or benefit received. Under the terms of a Directors and Officers Liability Policy main- tained by the Company, the insurer has agreed to pay, subject to certain exclu- sions and limits of liability, $2 million in the aggregate for certain losses, including costs, charges, fees, expenses, compensatory damages, settlement amounts, and legal fees and costs incurred in the defense of any judicial or other proceeding, including any appeal therefrom, brought against any person who was or is a duly elected director or officer of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: Exhibit No. and Description 4.1 Certificate of Incorporation of Alamco, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.2 By-Laws of Alamco, Inc., as amended (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 4.3 Alamco, Inc. 1996 Stock Option Plan for Non-Employee Directors. 4.4 Form of Nonqualified Stock Option Agreement between Alamco, Inc. and its Non-Employee Directors. 5.1 Opinion of Counsel as to the legality of the securities being registered. 23.1 Consent of Coopers & Lybrand L.L.P., independent accountants. 23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (included on Signature Page of this Registration State- ment). 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 state- ment: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration state- ment; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such informa- tion in the registration statement; Provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Sec- tion 13 or Section 15(d) of the Exchange Act that are incorpo- rated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 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. * * * (h) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemni- fication 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities 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 autho- rized, in the City of Clarksburg, the State of West Virginia, on this 21st day of June 1996. ALAMCO, INC. By /s/ John L. Schwager ----------------------------------- John L. Schwager President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John L. Schwager his true and lawful attorney-in-fact and agent, with full power of substitution and revoca- tion, 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 such attorney-in-fact and agent, 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 such person might or could doin person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the foregoing Power of Attorney have been signed below by the following persons in the capacities and on the dates indicated. Date Signature and Title ---- ------------------- /s/ John L. Schwager June 21, 1996 -------------------------- John L. Schwager President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Director /s/ Robert S. Maust June 21, 1996 -------------------------- Robert S. Maust Director /s/ Richard R. Hoffman June 21, 1996 -------------------------- Richard R. Hoffman Executive Vice President, Chief Operating Officer and Director June 21, 1996 /s/ Stephen L. Barr -------------------------- Stephen L. Barr Director June 21, 1996 /s/ James H. Weber -------------------------- James H. Weber Director June 21, 1996 /s/ Thomas M. Levine -------------------------- Thomas M. Levine Director INDEX TO EXHIBITS Exhibit No. Description 4.1 Certificate of Incorporation of Alamco, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.2 By-laws of Alamco, Inc., as amended (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 4.3 Alamco, Inc. 1996 Stock Option Plan for Non-Employee Directors. 4.4 Form of Nonqualified Stock Option Agreement between Alamco, Inc. and its Non-Employee Direc- tors. 5.1 Opinion of Counsel as to the legality of the securities being registered. 23.1 Consent of Coopers & Lybrand L.L.P, independent accountants. 23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (included on signature page of this registration statement).
EX-4.3 2 Exhibit 4.3 ALAMCO, INC. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS 1. PURPOSE AND EFFECTIVE DATE The purpose of the Alamco, Inc. 1996 Stock Option Plan for Non-Employee Directors (the "Plan") is to increase the proprietary and vested interest of the non-employee directors of Alamco, Inc. (the "Company") in the growth and performance of the Company by granting such directors options to purchase shares of Common Stock, $.10 par value per share (the "Common Stock"), of the Company. This Plan shall become effective on July 1, 1996 (the "Effective Date"), provided that this Plan shall be conditional on approval of the Plan by the affirmative votes of the holders of a majority of the shares of Common Stock present, or represented, and entitled to vote at a meeting of stockholders held not later than the date of the 1996 annual meeting of stockholders of the Company. 2. ADMINISTRATION The Plan shall be administered by the Company's Board of Directors (the "Board"). Subject to the provisions of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and regula- tions relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that the Board shall have no discretion with respect to the selection of directors to receive options under the Plan, the number of shares of Common Stock subject to any such options, the purchase price thereunder or the timing of grants of options under the Plan. The determinations of the Board in the administration of the Plan, as described herein, shall be final and conclusive. The proper officers of the Company shall be authorized to implement the Plan in accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent and purposes thereof. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware, other than the conflict of law provisions thereof. 3. ELIGIBILITY The persons eligible for grant of options under the Plan shall be Eligible Directors, as defined below. "Eligible Director" shall mean a member of the Board who is not, and has not been within the one-year period immediately preceding the date of determination of such directors eligibility, an employee of the Company or any of its subsidiaries. Any holder of an option granted hereunder shall hereinafter be referred to as a "Participant." 4. SHARES SUBJECT TO THE PLAN Subject to adjustment as provided in Section 6, an aggregate of 170,000 shares of Common Stock shall be available for issuance upon the exercise of options granted under the Plan. The shares of Common Stock deliverable upon the exercise of options may be made available from authorized but unissued shares or shares reacquired by the Company, including shares purchased in the open market or in private transactions. If any option granted under the Plan shall termi- nate for any reason without having been exercised, the shares subject to, but not delivered under, such option shall be available for other options. 5. GRANT, TERMS AND CONDITIONS OF OPTIONS (a) Each director who is an Eligible Director on the Effective Date shall be granted an option to purchase 17,000 shares of Common Stock as of the Effective Date. Each other Eligible Director shall be granted an option to purchase 17,000 shares of Common Stock as of the first date after the Effective Date on which he or she is elected or appointed or otherwise becomes an Eligible Director. (b) As of each fifth year anniversary (i.e., fifth anniversary, tenth anniversary, fifteenth anniversary, etc.) of the date of each Eligible Director- 's initial grant pursuant to Section 5(a), provided such Eligible Director is continuing in office after such anniversary date, such Eligible Director shall be granted an option to purchase 17,000 shares of Common Stock. (c) The options granted will be nonstatutory stock options not intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall have the following terms and conditions: (i) Price. The purchase price per share of Common Stock deliverable upon the exercise of each option shall be 100% of the Fair Market Value (as hereinafter defined) per share of the Common Stock on the date the option is granted. For purposes of this Plan, "Fair Market Value" shall mean the closing price per share of the Common Stock on the American Stock Exchange on the date in question, or, if the Common Stock shall not have traded on such date, the closing price per share of the Common Stock on the first date prior thereto on which the Common Stock was so traded. (ii) Payment. The option exercise price shall be payable in full in United States dollars upon the exercise of the option and may be paid in cash or by cashier's or certified check. Notwithstanding the preceding sentence, an Eligible Director may use shares of Common Stock which were acquired by the Eligible Director more than six months prior to the option exercise date to pay the exercise price. If this alternative medium of payment is chosen, the Common Stock surrendered by the Eligible Director in payment of the exercise price shall be deemed to be the equivalent of cash in the amount of the Fair Market Value of the Common Stock surrendered (determined as of the date of the exercise of the options). (iii) Exercisability and Term of Options. Subject to Section 7, options shall be exercisable in whole or in part on the following schedule: beginning on the first anniversary of the date of grant, up to five thousand (5,000) of the shares of Common Stock covered by the option; beginning on the second anniversary of the date of grant, up to eight thousand (8,000) of the shares of Common Stock covered by the option; beginning on the third anniversary of the date of grant, up to eleven thousand (11,000) of the shares of Common Stock covered by the option; beginning on the fourth anniversary of the date of grant, up to fourteen thousand (14,000) of the shares of Common Stock covered by the option; and beginning on the fifth anniversary of the date of grant, for up to all of the shares of Common Stock covered by the option. To the extent an option becomes exercisable, it shall remain exercisable until the tenth (10th) anniversary of the date of grant (the "Scheduled Expiration Date"), or if earlier, when terminated as provided in Section 5(iv). (iv) Termination of Service as Eligible Director. (A) Upon cessation of service as an Eligible Director for reasons other than death, options not immediately exercisable on the date of cessation of service shall be forfeited and only those options that are immediately exercisable on the date of cessation of service shall be exercisable by the Participant within thirty (30) days after the cessation of service, but not after the Scheduled Expiration Date, or they shall be forfeited. (B) Upon the death of a Participant while serving as an Eligible Director, all options, whether or not previously exercisable, shall be exercisable by the Participant's heirs or legal representatives within one year after the date of such death, but not after the Scheduled Expiration Date, or they shall be forfeited. (v) Nontransferability of Options. No option shall be transferable by a Participant otherwise than by will or the laws of descent and distribu- tion, and during the lifetime of the Participant to whom an option is granted it may be exercised only by the Participant or by the Participant's guardian or legal representative. (vi) Listing and Registration. Each option shall be subject to the requirement that if at any time the Board shall determine, in its discre- tion, that the listing, registration or qualification of the Common Stock subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of shares thereunder, no such option may be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Board. (vii) Option Agreement. Each option granted hereunder shall be evi- denced by an agreement with the Company which shall contain the terms and provisions set forth herein and shall otherwise be consistent with the provisions of the Plan. 6. ADJUSTMENT OF AND CHANGES IN COMMON STOCK In the event of a stock split, stock dividend, subdivision or combina- tion of the Common Stock or other change in the capitalization of the Company affecting the Common Stock, the number of shares of Common Stock authorized by the Plan shall be increased or decreased proportionately, as the case may be, and the number of shares of Common Stock subject to any outstanding option shall be increased or decreased proportionately, as the case may be, and a correspond- ing adjustment shall be made in the purchase price per share of Common Stock thereunder. 7. CHANGE IN CONTROL Upon the occurrence of a Change in Control (as hereinafter defined) of the Company, each option then outstanding immediately prior to such Change in Control shall become immediately exercisable notwithstanding the requirements of Section 5(c)(iii) hereof. A "Change in Control" shall be deemed to have occurred if any of the events set forth below shall occur: (a) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of the voting securi- ties of the Company ("Company Voting Securities") in excess of 15% of the Company Voting Securities ; or (b) Any election has occurred of persons to the Board that causes two- thirds of the Board to consist of persons other than (i) persons who were members of the Board on the Effective Date and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the Effective Date; provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (i); or (c) Approval by the stockholders of the Company of a reorganization, merger or consolidation, unless, following such reorganization, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 80% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportion as their ownership of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such reorganization, merger of consolidation, as the case may be; or (d) Approval by the stockholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) a sale or other disposi- tion of substantially all of the assets of the Company. 8. NO RIGHTS OF STOCKHOLDERS Neither a Participant nor a Participant's legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any option, in whole or in part, unless and until certificates for such shares shall have been issued. 9. PLAN AMENDMENTS The Plan may be amended by the Board, from time to time, as it shall deem advisable or to conform to any change in any law or regulation applicable thereto; provided, however, that the Board may not, without the authorization and approval of stockholders; (i) increase the number of shares which may be purchased pursuant to options hereunder, either individually or in the aggre- gate, except as permitted by Section 7, (ii) change the requirements of Sec- tion 5(a) that option grants be priced at Fair Market Value, except as permitted by Section 7, (iii) modify in any respect the class of individuals who consti- tute Eligible Directors, or (iv) materially increase the benefits accruing to Participants hereunder. The provisions of Sections 3 and 5 may not be amended more often than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules under either such statute. 10. DURATION OF PLAN The Plan shall terminate on the fifteenth (15th) anniversary of the Effective Date, unless the Plan is extended or terminated at an earlier date by the Board. APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 18, 1996 AND THE STOCKHOLDERS OF THE COMPANY ON MAY 10, 1996 /s/ Jane Merandi, Secretary EX-4.4 3 Exhibit 4.4 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. Date of Grant: July 1, 1996 Number of Shares of Common Stock Subject to Option: 17,000 Option Price: $------- per share Expiration Date: Specified in Exhibit "A" NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the "Agreement") effective as of July 1, 1996, by and between Alamco, Inc., a Delaware corporation (the "Company"), and -------------- the "Optionee"). W I T N E S S E T H WHEREAS, the Company desires to increase the proprietary and vested interest of the non-employee directors of the Company through the grant to such directors of options to purchase shares of the Company's Common Stock, par value $0.10 per share ("Common Stock"), and by enabling such directors to participate in the long-term growth and financial success of the Company; and WHEREAS, the Company desires that each option granted be evidenced by a written agreement between the Company and the Optionee containing certain terms and conditions; and NOW, THEREFORE, it is agreed as follows: 1. Number of Shares; Option Price. The Company grants to the Optionee as of the Date of Grant indicated above (the "Date of Grant") the right and option to purchase (the "Option") on the terms and conditions hereinafter set forth, all or any part of the number of shares of Common Stock specified on Exhibit "A" at a purchase price per share equal to the Option Price specified at the top of this page (the "Option Price"). The Option is not intended to be an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as in effect from time to time (the "Code"). 2. Subject to Terms of Plan. The Options granted hereunder are granted pursuant to the Alamco, Inc. 1996 Stock Option Plan for Non-Employee Directors (the "Plan"), and it is understood and agreed that, except as express- ly provided herein, the Option shall be subject to all the terms and conditions of the Plan in effect from time to time. In the event of any inconsistency between the terms of this Agreement and the Plan, the terms of this Agreement shall prevail. 3. Exercise of Option. (a) Limitations on Exercise. The Option may be exercised in whole or in part at any time (or from time to time) on or after the date first exercisable as set forth on Exhibit "A" (the "Exercise Date") and prior to the Expiration Date set forth on Exhibit "A" (the "Expiration Date") provided, however, that, except as provided in paragraph 3(b) below and Section 7 of the Plan, the Option shall expire at the earlier of (i) 30 days after the Optionee ceases to be a director of the Company and (ii) the generally applicable Expira- tion Date of the Option. (b) Exercise after Death. Upon the death of an Optionee while serving as a director, all Options, whether or not previously exercisable, shall be exercisable by the Optionee's heirs or legal representatives within one (1) year after the date of such death, but not after the Expiration Date, or they shall be forfeited. (c) Method of Exercise. The Option shall be exercised by delivering to the Secretary of the Company, at the Company's office in Clarksburg, West Virginia, a signed written notice in a form acceptable to the Company which identifies the Option and specifies the number of shares with respect to which the Option is being exer- cised and by paying the full Option Price for such shares. The Option Price may be paid in cash or by cashier's or certified check. Notwithstanding the preceding, an Optionee may use shares of Common Stock which were acquired by the director more than six months prior to the Option Exercise Date. If this alternative medium of payment is chosen, the Common Stock surrendered by the Optionee in payment of the Option Price shall be deemed to be the equivalent of cash in the amount of that Common Stock's fair market value (determined as of the date of the exercise of the Options). The date of exercise shall be the date the Company receives both such written notice and payment. A form of notice of exercise satisfactory to the Company is set forth in Exhibit "B" hereto. The Optionee shall not have any of the rights and privileges of a stockholder until certificates for such shares are issued, which the Company shall do promptly. (d) Fractional Shares. No fractional shares may be pur- chased at any time. 4. Non-Transferability of the Option. The Option shall be transferable only by will or by the laws of descent and distribution and, during the Optionee's lifetime, shall be exercisable only by the Optionee. 5. Compliance with Securities Laws. No shares of Common Stock may be purchased under the Option unless, prior to the purchase thereof, the Company shall have determined that the issuance and sale of such shares by the Company to the Optionee will not constitute a violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law. As a condition to any exercise of the Option, the Optionee shall, if requested by the Company, submit a written statement, in form satisfactory to the Company, to the effect that the shares then to be purchased upon exercise of the Option will be purchased for the Optionee's own account for investment and not with a view to the distribution thereof within the meaning of the Securities Act. The Company shall also have the right, in its discretion, to cause the certificates representing the shares then being purchased hereunder to be appropriately legended to refer to such undertaking or to any legal restrictions imposed upon the transferability thereof by reason of such undertaking. The Option is subject to the further condition that if the listing, registration or qualification of the Common Stock subject hereto on any stock exchange on which the Company's stock may be then listed or under any state or federal law, or if the consent or approval of any governmental regulatory body shall be necessary or desirable as a condition of, or in connection with, the granting of the Option or purchase of shares hereunder, the Option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. 6. Discretion of the Company. Any decision made or action taken by the Company or by the Board of Directors of the Company or by any committee of the Board administering this Agreement (the "Committee") arising out of or in connection with the construction, administration, interpretation or effect of the Option or this Agreement shall be within the absolute discretion of the Company, the Board of Directors or the Committee, as the case may be, and shall be final, conclusive and binding upon all persons. 7. Inalienability of Benefits and Interest. Except as expressly provided herein, the Option and the rights and privileges conferred hereby shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void. No interest of the Optionee herein shall be in any manner liable for or subject to debts, contracts, liabilities, engagements, or torts of the Optionee. If the Optionee shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the Option, then the Company in its discretion may hold the Option or any part hereof to or for the benefit of the Optionee, Optionee's spouse, children, blood relatives, or other dependents, or any of them, in such manner and in such proportions as the Board may consider proper. 8. Governing Law. All questions pertaining to the validity, construction, and effect of the Plan and any rules and regulations relating to the Plan, provisions of the Option and this Agreement shall be determined in accordance with the Code and the laws of the State of Delaware, other than the conflict of law provisions thereof. 9. Change in Federal Income Tax Laws. In the event of changes in the Code, or the regulations, rulings or other interpretations thereof affecting the federal income tax consequences of the Option, the Committee shall have the power to take such action as it deems necessary or desirable to amend the Option for the purpose of permitting the Optionee to obtain favorable federal income tax treatment in connection with the Option or the disposition of shares obtained through the exercise of the Option. 10. Notices. Any notice or communication required or permitted to be given under this Agreement shall be sent by certified mail, postage prepaid, to the following addresses (or to such other address as either party may designate from time to time by written notice to the other party): If to the Company, to: Alamco, Inc. 200 West Main Street P. O. Box 1740 Clarksburg, WV 26301-1740 If to the Optionee, to the address appearing in the Company's records for such Optionee. 11. Changes in Capitalization. If the Company shall at any time increase or decrease the number of outstanding shares of Common Stock or change in any way the rights and privileges of such shares by means of the payment of a stock dividend or any other distribution upon such shares payable in Common Stock, or through a stock split, subdivision, combination or other change in the recapitalization of the Company affecting the Common Stock, then the number of the shares of Common Stock subject to the Option shall be increased or decreased proportionately and a corresponding adjustment shall be made in the purchase price per share of Common Stock thereunder. 12. Change in Control. Upon the occurrence of a Change in Control (as hereinafter defined) of the Company, each Option then outstanding immediately prior to such Change in Control shall become immediately exercisable notwithstanding the requirements of Section 3(a) hereof. A "Change in Control" shall be deemed to have occurred if any of the events set forth below shall occur: (a) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial owner- ship (within the meaning of Rule 13d-3 promulgated under the Ex- change Act) of a number of the voting securities of the Company ("Company Voting Securities") in excess of 15% of the Company Voting Securities ; or (b) Any election has occurred of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the Board on the Effective Date and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds of the Board consisted of persons who were members of the Board on the Effective Date; provided, however, that any person nominated for election by a Board at least two-thirds of whom constituted persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (i); or (c) Approval by the stockholders of the Company of a reorga- nization, merger or consolidation, unless, following such reorgani- zation, merger or consolidation, all or substantially all of the individuals and entities who were the respective beneficial owners of the outstanding shares of Common Stock of the Company (the "Outstanding Company Common Stock") and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 80% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolida- tion in substantially the same proportion as their ownership of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such reorganization, merger of consolidation, as the case may be; or (d) Approval by the stockholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) a sale or other disposition of substantially all of the assets of the Company. 13. Successors. The Option shall be binding upon and inure to the benefit of any successor or successors of the Company and any person who, upon the death of the Optionee, acquires any rights hereunder pursuant to the provisions of paragraph 3(b) above. IN WITNESS WHEREOF, the Company has caused the Option to be executed as of the date of grant first above written. ATTEST: ALAMCO, INC. - ------------------------ By: -------------------------- DATE: RECEIPT ACKNOWLEDGED: - ------------------------ ------------------------------ Optionee EXHIBIT "A" TO NONQUALIFIED STOCK OPTION AGREEMENT EXERCISE AND EXPIRATION DATES Number of Date First Expiration Shares Exercisable Date 5,000 July 1, 1997 June 30, 2006 3,000 July 1, 1998 June 30, 2006 3,000 July 1, 1999 June 30, 2006 3,000 July 1, 2000 June 30, 2006 3,000 July 1, 2001 June 30, 2006 EXHIBIT "B" TO NONQUALIFIED STOCK OPTION AGREEMENT NOTIFICATION OF EXERCISE OF STOCK OPTION - ------------------------------------------------------------------------------ To: Alamco, Inc. 200 West Main Street P. O. Box 1740 Clarksburg, WV 26302-1740 I hereby elect to exercise my stock option granted on -------------- - --------------------, at $ ----------- per share to the extent of -------------- shares of Common Stock. Payment in the amount of $----------------- (Option Price times the number of shares) is enclosed in the form of -------------. Please issue a stock certificate for the shares being purchased as follows: Name: ------------------------------------------ Address: --------------------------------------- City: --------------------------- State: ------- Zip:----------- Social Security Number: ----------------------------- Date: -------------------- ----------------------------- (Printed name of Optionee) EX-5.1 4 Exhibit 5.1 June 21, 1996 U. S. Securities and Exchange Commission 450 - 5th Street, N.W. Washington, DC 20549 RE: REGISTRATION STATEMENT ON FORM S-8 FOR ALAMCO, INC. Dear Sir/Madam: I am acting as counsel to Alamco, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering 170,000 shares (the "Shares") of the Company's Common Stock, par value $0.10 per share, which may be issued to non-employee directors of the Company upon exercise of stock options granted under the Alamco, Inc. 1996 Stock Option Plan for Non-Employee Directors (the "Plan"). I am familiar with the Registration Statement and the Plan. I have reviewed a certified copy of the Company's Certificate of Incorporation, as amended, certificates of public officials, corporate proceedings of the Company, and other documents as needed to express the opinions contained herein. On the basis of the foregoing, I am of the opinion that: (1) The Company is duly incorporated and legally existing under the laws of the State of Delaware and has an authorized capital consisting of 16,000,000 shares of capital stock, par value $0.10 per share, of which 15,- 000,000 shares have been designated as Common Stock, and 1,000,000 shares designated as Preferred Stock, par value $1.00 per share, and; (2) The Shares have been duly authorized and reserved for issuance pursuant to the Plan, and when issued in accordance with the provisions of the Plan, the shares will be validly issued, fully paid and non-assessable. I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Bridget D. Furbee Bridget D. Furbee Vice President, Administration and Legal Affairs EX-23.1 5 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Alamco, Inc. and subsidiaries on Form S-8 of our report dated February 28, 1996, on our audits of the consolidated financial statements of Alamco, Inc. and subsidiaries as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is included in the Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to our firm as "Experts" under Item 3 in this Registration Statement on Form S-8. /s/ Coopers & Lybrand L.L.P. - ----------------------------------- COOPERS & LYBRAND L.L.P. 600 Grant Street Pittsburgh, Pennsylvania June 19, 1996 -----END PRIVACY-ENHANCED MESSAGE-----