S-8
1
As filed with the Securities and Exchange Commission on May 19,
1995
FORM S-8
Registration Statement under the Securities Act of 1933
ALEXANDER ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1088777
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
701 Cedar lake Boulevard
Oklahoma City, Oklahoma 73114
(Address of Principal Executive Office) (Zip Code)
ALEXANDER ENERGY CORPORATION POST-MERGER STOCK OPTION PLAN
ALEXANDER ENERGY CORPORATION 1993 RESTRICTED STOCK AWARD PLAN
(Full title of the plans)
Copies to:
Mr. Bob Alexander Jerry A. Warren, Esq.
President McAfee & Taft
Alexander Energy Corporation A Professional Corporation
701 Cedar Lake Boulevard Tenth Floor
Oklahoma City, Oklahoma 73114 Two Leadership Square
(Name and address of agent Oklahoma City, Oklahoma 73102
for service)
405/478-8686
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
----------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registra-
registered registered per unit price tion fee
-----------------------------------------------------------------
Post-Merger Stock Option Plan
Common Stock, 81,000 $2.00* $162,500* $56.03*
$.03 par value
Common Stock, 81,000 $3.09* $250,000* $86.21*
$.03 par value
1993 Restricted Stock Award Plan
Common Stock, 500,000 $4.125** $2,062,500** $711.21**
$.03 par value
-----------------------------------------------------------------
* Calculated pursuant to Rule 457(h), based on the price at
which the options may be exercised. The actual exercise
prices per unit are $2.006173 and $3.086420, respectively,
but have been rounded to two decimal places for disclosure
purposes.
** Calulated pursuant to Rule 457(h), based on the average of
the high and low prices of the common stock as reported on
the NASDAQ Stock Market, Inc. National Market on May 16, 1995.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant incorporates herein by reference the
following documents filed with the Securities and Exchange
Commission (the "Commission");
(a) The registrant's last annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referenced to in (a) above; and
(c) The description of the registrant's common stock
contained in its registration statement filed under the Exchange
Act, and any amendment or report filed for the purpose of
updating such description.
All reports hereafter filed by the registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates
that all of the shares of the registrant's common stock covered
by this registration statement have been sold or which
deregisters all such shares then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 1031 of the Oklahoma General Corporation Act,
under which act the registrant is incorporated, authorizes the
indemnification of officers and directors in certain
circumstances. Section 8.3 of the bylaws of the registrant
provide indemnification of directors, officers and agents to the
extent permitted by the Oklahoma General Corporation Act. These
provisions may be sufficiently broad to indemnify such persons
for liabilities under the Securities Act of 1933. In addition,
the registrant maintains insurance policies which insure its
officers and directors against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Registrant, and
amendments thereto, has been previously filed as
Exhibit 3(a) to Form 10-K for the fiscal year ended
December 31, 1991, and such certificate is incorporated
herein by reference.
4.2 Certificate of Amendment of Certificate of
Incorporation of the Registrant as filed with the
Oklahoma Secretary of State on May 18, 1993, has been
previously filed as Exhibit 3(b) to Form 10-K for the
fiscal year ended December 31, 1993, and such
certificate is incorporated herein by reference.
4.3 Certificate of Designation of Series A Junior
Participating Preferred Stock of the Registrant as
filed with the Oklahoma Secretary of State on December
15, 1994, has been previously filed as Exhibit 4.1 to
Form 8-K dated December 15, 1994, and such certificate
is incorporated herein by reference.
4.4 Restated Bylaws of the Registrant, effective November
1, 1987, have been previously filed as Exhibit 3(d) to
Form 10-K for the fiscal year ended December 31, 1994,
and such bylaws are incorporated herein by reference.
4.5 Share Rights Agreement by and between the Registrant
and Liberty Bank and Trust Company of Oklahoma City,
N.A. dated December 15, 1994, has been previously filed
as Exhibit 4.2 to Form 8-K dated December 15, 1994, and
such agreement is incorporated herein by reference.
5 Opinion of McAfee & Taft A Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Coopers & Lybrand L.L.P., Independent Audi-
tors.
23.3 Consent of McAfee & Taft A Professional Corporation
(included in Exhibit 5).
99.1 Form of American Natural Energy Corporation Stock
Option Agreement.
99.2 Form of Alexander Energy Corporation Post-Merger Stock
Option Agreement.
99.3 Form of Alexander Energy Corporation 1993 Restricted
Stock Award Plan.
99.4 Form of Alexander Energy Corporation 1993 Restricted
Stock Award Plan Agreement.
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with re-
spect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purposes of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-ef-
fective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the of-
fering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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, therefor, 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 in-
demnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting of requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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 Oklahoma City, State of Oklahoma, on the 9th day of
May, 1995.
ALEXANDER ENERGY CORPORATION
By Bob G. Alexander
Bob G. Alexander, 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 May 9, 1995.
Signature Title
Bob G. Alexander President, Chief Executive
Bob G. Alexander Officer and Director
Jim L. David Executive Vice President and
Jim L. David Director
David E. Grose Vice President, Treasurer,
David E. Grose Chief Financial Officer and
Director
Roger G. Alexander Vice Preident (Land) and
Roger G. Alexander Director
Larry L. Terry Vice President (Corporate
Larry L. Terry Development) and Director
Brian F. Egolf Director
Brian F. Egolf
Robert A. West Director
Robert A. West
INDEX TO EXHIBITS
Exhibit
No.
5 - Opinion of McAfee & Taft A Professional
Corporation
23.1 - Consent of Ernst & Young LLP, Independent
Auditors
23.2 - Consent of Coopers & Lybrand L.L.P., Independent
Auditors
99.1 - Form of American Natural Energy Corporation
Stock Option Agreement
99.2 - Form of Alexander Energy Corporation Post-Merger
Stock Option Agreement
99.3 - Form of Alexander Energy Corporation 1993 Restricted
Stock Award Plan
99.4 - Form of Alexander Energy Corporation 1993 Restricted
Stock Award Plan Agreement
EX-5
2
May 18, 1995
Mr. Bob G. Alexander
President and Chief Executive Officer
Alexander Energy Corporation
701 Cedar Lake Boulevard
Oklahoma City, Oklahoma 73114-7800
Re: Shares of Alexander Energy Corporation Common
Stock, Par Value $.03, to be issued pursuant to the
Alexander Energy Corporation Post-Merger Stock
Option Plan and the Alexander Energy Corporation
1993 Restricted Stock Award Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8
to be filed by you with the Securities and Exchange Commission in
connection with the Alexander Energy Corporation Post-Merger Stock
Option Plan (the "Post-Merger Plan") and the Alexander Energy
Corporation 1993 Restricted Stock Award Plan (the "Restricted Stock
Award Plan"), which Registration Statement covers the issuance of
up to 662,000 shares of common stock, par value $.03 per share, of
Alexander Energy Corporation (the "Corporation"). We also examined
your minute books and other corporate records, and made such other
investigation as we deemed necessary in order to render the
opinions expressed herein.
Based on the foregoing, we are of the opinion that:
1. The Corporation is duly organized and existing under
the laws of the State of Oklahoma.
2. The shares to be purchased pursuant to exercise of
options granted under the Post-Merger Plan, when issued in
accordance with the Post-Merger Plan, will be legally issued, fully
paid and nonassessable in accordance with the Oklahoma General
Corporation Act.
3. The shares to be issued pursuant to the Restricted
Stock Award Plan, when issued, vested and delivered in accordance
with the Restricted Stock Award Plan, will be legally issued, fully
paid and nonassessable in accordance with the Oklahoma General
Corporation Act.
Consent is hereby given for the inclusion of this opinion
as part of the Registration Statement.
Very truly yours,
McAFEE & TAFT A PROFESSIONAL CORPORATION
EX-23
3
23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Alexander Energy
Corporation Post-Merger Stock Option Plan and the Alexander Energy
Corporation 1993 Restricted Stock Award Plan of our report dated
March 24, 1995, with respect to the consolidated financial
statements of Alexander Energy Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
May 15, 1995
EX-23
4
23.2
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in the Registration Statement
pertaining to the Alexander Energy Corporation Post-Merger Stock Option
Plan/Alexander Energy Corporation 1993 Restricted Stock Award Plan Form
S-8 (File No. 33- ) of our report dated February 22, 1994, on our audits
of the consolidated financial statements of American Natural Energy
Corporation and Subsidiaries as of December 31, 1993 and 1992 and the
related consolidated statements of operations, stockholders' equity, and
cash flows for the years ended December 31, 1993 and 1992, which report is
included in the Annual Report on Form 10-K, of Alexander Energy Corporation
, for the year ended December 31, 1994.
COOPERS & LYBRAND, L.L.P.
Tulsa, Oklahoma
May 17, 1995
EX-99
5
99.1
To:
We are pleased to inform you that on , the
Option Committee of the Board of Directors on American Natural
Energy Corporation (the "Company") granted you an option to
purchase shares of Common Stock of the Company, par value $.01 per
share (the "Shares"), at a price of $ per Share (the
"Option").
The Option is exercisable (i) with respect to the first
Shares, subsequent to the completion of one year of service
as an employee or director of the Company ("Employee"), and (ii)
with respect to the remaining Shares, subsequent to the
completion of a second year of service as an Employee of the
Company; provided however that service prior to the Grant Date
shall be included for the purpose of calculating the periods
referred to in items (i) and (ii) above, provided further, however,
that the Option shall become immediately exercisable upon the sale
of all or substantially all of the assets of the Company or upon
the completion of a tender offer for any amount of the Common Stock
of the Company exceeding 50% of the then issued and outstanding
Common Shares of the Company. Notwithstanding anything to the
contrary herein, (i) this Option shall be exercisable only if you
are an Employee, or if exercised within 30 days after you cease to
be an Employee, for any reason other than a Termination for Cause
(as defined below), but in any event, on or prior to .
For the purpose of this agreement, "Termination for Cause" shall be
deemed to mean (i) your willful and repeated refusal to follow the
lawful directives of the Board of Directors of the President of the
Company for the performance or material duties which you are
required to perform, other than any such failure resulting from
your incapacity due to physical or mental illness, or
(ii) conviction of the Employee for a felony involving moral
turpitude.
The Company, in its sole discretion, may file a
registration statement under the Securities Act of 1933, as amended
(the "Act") in order to register the Shares. Unless at the time of
the exercise of the Option a registration statement under the Act
is in effect as to such Shares, and Shares purchased by you upon
the exercise of the Option shall be acquired for investment and not
for sale or distribution, and if the Company so requests, upon any
exercise of the Option, in whole or in part, you will execute and
deliver to the Company a certificate to such effect. The Company
shall not be obligated to issue any Shares pursuant to the Option
if, in the opinion of counsel to the Company, the Shares to be so
issued are required to be registered or otherwise qualified under
the Act or under any other applicable statute, regulation or
ordinance affecting the sale of securities, unless and until such
Shares have been so registered or otherwise qualified.
You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Option a registration
statement under the Act is in effect as to such Shares (i) any
Shares purchased by you upon exercise of the Option may be required
to be held indefinitely unless such Shares are subsequently
registered under the Act or as an exemption from such registration
is available, (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance
with the terms and conditions of that Rule (which, under certain
circumstance, restrict the number of Shares which may be sold and
the manner in which Shares may be sold); (iii) in the case of
securities to which Rule 144 is not applicable, compliance with
Regulation A promulgated under the Act or some other disclosure
exemption will be required before any Shares may be sold, (iv)
certificates for Shares to be issued to you hereunder shall bear a
legend to the effect that the Shares have not been registered under
the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration
statement under the Act relating thereto or an opinion of counsel
satisfactory to the Company that such registration is not required;
(v) the Company will place an appropriate "stop transfer" order
with its transfer agent with respect to such Shares; and (vi) the
Company has undertaken no obligation to register the Shares or to
include the Shares in any registration statement which may be filed
by it subsequent to the issuance of any of the Shares to you.
The Option (or installment thereof) is to be exercised by
delivering to the Company a written notice of exercise in the form
attached hereto as Exhibit A, specifying the number of Share to be
purchased, together with payment of the purchase price of the
Shares to be purchased. The purchase price is to be paid in cash
or, at the discretion of the Option Committee, by delivering shares
of the Company's stock already owned by you, such Shares to be
deemed to have a value of $ per share, or a combination of
such shares and cash.
Would you kindly evidence your acceptance of the Option
by executing this letter under the words "Agreed To and Accepted".
Very truly yours,
AMERICAN NATURAL ENERGY CORPORATION
BY:
AGREED TO AND ACCEPTED:
Exhibit A
AMERICAN NATURAL ENERGY CORPORATION
5727 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74105-7148
Gentlemen:
Notice is hereby given of my election to purchase Shares of
Common Stock, $.01 par value (the "Shares") of American Natural
Energy Corporation (the "Company") at a price of $ per Share,
pursuant to the provisions of the Option granted to me on .
Enclosed in payment for the Shares is:
my check in the amount of $
* shares of the Company's
Common Stock having a total value of
$ , such value being based on
a price per share of $ .
The following information is supplied for use in issuing
and registering the Shares purchased hereby:
Number of Certificates
and Denominations
Name
Address
Social Security Number
Dated:
Very truly yours,
Name:
* Subject to the approval of the Option Committee
EX-99
6
99.2
American Natural Energy Corporation
5727 South Lewis, Suite 700
Tulsa, Oklahoma 74105
Dear
The corporate records of American Natural Energy
Corporation ("American") reflect that you hold an option dated
, exercisable into shares of American common
stock at an exercise price of $ per share, or $ in the
aggregate (the "American Option"). The American board of directors
has approved, subject to shareholder approval at a special meeting
of shareholders on July 19, 1994, a merger agreement (the
"Agreement") whereby American will be merged (the "Merger") with
and into Alexander Acquisition Company, a wholly owned subsidiary
of Alexander Energy Corporation ("Alexander"). A copy of the
Agreement is attached as an Addendum to American's Proxy Statement
mailed to you on or about June 20, 1994.
You may exercise your American Option on or before 10:00
a.m. Central Standard Time on July 19, 1994, the effective date of
the Merger, by following the instructions set forth in the American
Option. If not exercised on or before that time, Alexander will
grant you an option to purchase Alexander common stock (the
"Alexander Option") upon consummation of the Merger on the same
terms as are contained in your American Option, subject to the
following exception. The Alexander Option shall be exercisable
into shares of Alexander Common Stock in accordance with the
conversion ratio set forth in the Agreement (1.62 multiplied by the
number of American shares presently subject to your American
Option). The exercise price for each share of Alexander Common
Stock shall be $ per share, or $ in the aggregate.
The terms of the Alexander Option will require that you
exercise the Alexander Option during your employment with
Alexander, or within thirty days after termination of your
employment. Therefore, if you do not become an employee of
Alexander following the Merger, you must exercise the Alexander
Option on or before August 18, 1994.
If you have any questions with respect to the matters
discussed herein, please contact the undersigned at (405) 478-8686.
Very truly yours,
Sue Barnard, Secretary
EX-99
7
99.3
1993 RESTRICTED STOCK AWARD PLAN
FOR
ALEXANDER ENERGY CORPORATION AND ITS SUBSIDIARIES
ARTICLE I
Purpose
The purpose of the 1993 Restricted Stock Award Plan for
Alexander Energy Corporation and Its Subsidiaries ("Plan") shall be
to attract, retain and motivate key management employees and key
professional employees of Alexander Energy Corporation ("Company")
and its subsidiaries by providing additional compensation to such
employees ("Participants") for future services by way of issuing to
such Participants common stock of the Company subject to certain
restrictions as provided in this Plan ("Restricted Stock"). Under
the Plan, subsidiaries are corporations of which 80% or more of the
outstanding voting stock is owned by the Company, and which are
herein referred to as "Subsidiary" or "Subsidiaries."
ARTICLE II
Administration of the Plan
The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors ("Board") of
the Company and consisting of not less than two members of the
Board. The members of the Committee shall serve at the pleasure
of the Board, and such members shall be ineligible to participate
under the Plan during their service as members of the Committee.
Committee membership shall be limited to only those members of the
Board who have not, during the year preceding their appointment,
been granted or awarded any "equity securities" (as such term is
defined in Rule 16a-1(d) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) pursuant to the Plan
or any other plan of the Company or any of its affiliates except
for participation in plans permitted by Rule 16a-3(c)(2)(i)
promulgated under the Exchange Act (or any successor rule). The
Committee shall have the power where consistent with the general
purpose and intent of the Plan (a) to establish policies and to
adopt rules and regulations for carrying out the purposes and
provisions of the Plan; (b) to interpret and construe the Plan and
determine all questions arising under the Plan and any agreement
made pursuant to the Plan, and any such interpretation,
construction or determination made by the Committee shall be final,
binding and conclusive; (c) to determine the number of shares of
Restricted Stock to be issued to each Participant; (d) to determine
the time or times when Restricted Stock will be issued to each
Participant; (e) to determine the conditions and restrictions under
which Restricted Stock may be issued to each Participant; and (f)
to prescribe the form of the instruments relating to the issuance
and other terms of any Restricted Stock. A majority of the
Committee shall constitute a quorum, and an act of the majority of
the members present at any meeting at which a quorum is present
shall be the act of the Committee.
ARTICLE III
Participation in the Plan
The Committee shall determine from time to time those
Participants of the Company or a Subsidiary who are to be issued
Restricted Stock.
ARTICLE IV
Shares Subject to the Plan
Shares of common stock subject to issuance under this
Plan shall not exceed in the aggregate Five Hundred Thousand
(500,000) shares of the common stock of the Company. Either
authorized and unissued shares or treasury shares may be delivered
pursuant to the Plan. If any Restricted Stock issued to a
Participant is forfeited as provided in this Plan, the Committee
may issue such Restricted Stock to other Participants.
ARTICLE V
Terms of Awards of Restricted Stock
Each award of Restricted Stock ("Award") shall be in
writing and shall contain such terms, restrictions and conditions
as the Committee may determine, which terms, restrictions and
conditions may or may not be the same in each case, subject to the
following.
The Committee shall determine the number of shares of
Restricted Stock represented by an Award and the number of shares
of Restricted Stock which shall vest, if any, on each anniversary
date ("Anniversary Date") applicable to such Award.
The Committee shall cause the Company to deliver a
certificate or certificates to the escrow agent (appointed pursuant
to Article VIII) registered in the name of the Participant
representing the total number of shares of Restricted Stock
represented by his Award and a copy of the written instrument
relating to such Award. Any such certificate(s) shall be legended
to indicate that the shares of Restricted Stock represented thereby
are subject to the terms and conditions of the Award and the Plan.
All shares of Restricted Stock held by the escrow agent shall
constitute issued and outstanding shares of common stock of the
Company for all corporate purposes, and the Participant shall
receive all cash dividends thereon and have the right to vote such
shares provided that the right to receive such dividends and to
vote such shares shall forthwith terminate with respect to unvested
shares of Restricted Stock of any Participant whose Award has been
forfeited as provided in this Plan. While such shares are held in
escrow and until such shares have vested, the Participant for whose
benefit such shares are held, shall not have the right to encumber
or otherwise charge, sell, assign, transfer, pledge or otherwise
dispose of such unvested shares of Restricted Stock or any interest
therein, and such unvested shares of Restricted Stock shall not be
subject to attachment or any other legal or equitable process
brought by or on behalf of any creditor of such Participant; and,
any such attempt to attach or seize such shares in violation of
this Plan shall be null and void. As such shares shall vest from
time to time in the Participant in accordance with his Award, the
escrow agent shall deliver to such Participant or his respective
beneficiary certificates representing such vested shares. As a
condition precedent to delivering a certificate representing shares
of Restricted Stock covered by an Award to the escrow agent, the
Committee may require the Participant to deliver to the escrow
agent a duly executed irrevocable stock power or powers (in blank)
covering such shares represented by such certificate.
Certificates representing unvested shares of Restricted
Stock held by the escrow agent for the benefit of any Participant
whose Award (to the extent then unvested) have been forfeited shall
be returned (together with the related stock power) by the escrow
agent to the Company.
Upon termination of employment of the Participant with
the Company or any of its affiliates, any Award previously made to
such Participant shall automatically be forfeited as of the date of
such termination to the extent of any then unvested shares of
Restricted Stock subject to such Award; provided, in the case of
the termination of the employment of the Participant with the
Company or any of its affiliates due to death, disability or
retirement (at normal or early retirement age) under any retirement
plan maintained by the Company or any of its affiliates, or for any
other reason specifically approved by the Committee (at any time),
and not due to termination for cause, the employment of such
Participant with the Company or any of its affiliates shall be
deemed to have terminated on the first Anniversary Date following
the date such disability or retirement or such other approved
termination occurred, and, accordingly, any shares of Restricted
Stock held for the benefit of such Participant by the escrow agent
shall vest as permitted pursuant to the terms of the Award as of
such Anniversary Date.
No provision in this Plan or in any Award hereunder shall
confer on any Participant any right to continue his employment or
interfere in any way with the right of his employer to terminate
his employment at any time.
Participants may be granted more than one award. The
granting of an Award shall not affect any outstanding award
previously made to the Participant under the Plan.
The Company may require from the Participant, and such
Participant shall pay to the Company, any required state and
federal withholding taxes which (i) are due on any dividends paid
on the Restricted Stock which is treated as compensation for
federal income tax purposes or (ii) arise on the date the
Participant is entitled to delivery of such Restricted Stock after
becoming vested therein.
The Company shall have no liability to issue any
Restricted Stock hereunder unless such Restricted Stock and
issuance thereof comply with any applicable federal or state
securities laws or any other applicable laws.
ARTICLE VI
Change of Control
In the event that a Change of Control (as defined herein)
has occurred with respect to the Company, any and all ISO Options
and Stock Options become automatically fully vested and immediately
exercisable with such acceleration to occur without the requirement
of any further act by either the Company or the Participant. For
the purposes of this section, the term "Change of Control" shall
mean:
(a) The acquisition in a transaction or a series of
transactions by any person, entity or "group," within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding, for
this purpose, any employee benefit plan of the Company or its
subsidiaries which acquires beneficial ownership of voting
securities of the Company with the approval of a majority of the
Incumbent Board (as defined below)) of beneficial ownership,
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 30% or more of either the then outstanding shares of common
stock or the combined voting power of the Company's then
outstanding voting securities; provided, however, that any
acquisition of beneficial ownership of common stock or voting
securities of the Company which would otherwise come within this
section shall not be deemed to be a change of control if a majority
of the Incumbent Board determines (either before or within twenty
(20) business days after such acquisition) that such acquisition
has not caused a "change of control" to occur; provided further, if
acquisition of securities as described in this section is 40% or
more, such acquisition shall be deemed to be a "change of control"
and the Board shall have no right to make a determination that a
"change of control" has not occurred.
(b) Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (as of the date hereof the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
a majority of the directors comprising the Incumbent Board (other
than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the
Incumbent Board; or
(c) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, with respect
to which the stockholders of the Company do not, immediately
thereafter, own more than 50% of the combined voting power of the
reorganized, merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution of the Company
or the sale of all or substantially all of the assets of the
Company.
ARTICLE VII
Adjustment on Recapitalization
In case of a stock split, stock dividend or other change
in the common stock of the Company, the Committee shall make such
adjustment, if any, as it deems appropriate in the number or kind
of shares of common stock of the Company which remain available
under the Plan for further Awards. Unvested shares of Restricted
Stock held by the escrow agent for the benefit of a Participant
shall participate in any of such events to the same extent as any
other issued and outstanding shares of common stock of the Company,
but appropriate adjustments, if required, shall be made by the
Committee, so that after giving effect to the occurrence of any of
such events, the escrow agent shall continue to hold such unvested
shares and/or any other securities delivered in respect thereof for
the benefit of such Participant to the extent practicable upon the
same terms and conditions of this Plan and of his Award.
ARTICLE VIII
Escrow Agent
An escrow agent shall be appointed by the Committee for
such period and upon such terms and conditions as the Committee
deems appropriate. The Committee shall have the power to remove
any person from the position of escrow agent and to appoint
substitute or successor escrow agents. The fees and expenses of
the escrow agent shall be paid by the Company. The escrow agent
shall not incur liability for any action taken pursuant to the Plan
or any Award made thereunder so long as the escrow agent acts in
good faith in accordance with the instructions of the Committee.
ARTICLE IX
Amendment and Termination of the Plan
The Plan shall terminate on May 18, 2003; provided, the
Plan shall continue with respect to Awards previously made and
which are in effect as of such date. Prior to any such
termination, the Plan may be terminated, altered, changed, modified
or amended by the Committee for any reason including but not
limited to the necessity of modifying requirements of the Plan to
conform with the law or to meet special circumstances not
anticipated or covered by the Plan. No amendment, modification or
termination of the Plan shall in any manner adversely affect any
Award theretofore made without the consent of the affected
Participant.
ARTICLE X
Effective Date
This Plan will be effective upon approval by the holder
of a majority of the common stock of the Company present, or
represented, and entitled to vote at a meeting called for such
purpose, and shall continue until terminated as provided herein.
EX-99
8
99.4
RESTRICTED STOCK AWARD AGREEMENT FOR
THE 1993 RESTRICTED STOCK AWARD PLAN
FOR
ALEXANDER ENERGY CORPORATION AND ITS SUBSIDIARIES
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement")
entered into as of this ____ day of _________, 1993, by and
between Alexander Energy Corporation, an Oklahoma corporation (the
"Company"), and ______________ (the "Participant");
W I T N E S S E T H:
WHEREAS, the Participant is a key management employee
or key professional employee of the Company; and
WHEREAS, the Company desires to encourage the
Participant to remain in the employ of the Company in the future; and
WHEREAS, the Board of Directors of the Company has
adopted the 1993 Restricted Stock Award Plan for Alexander Energy
Corporation and Its Subsidiaries (the "Plan"); and
WHEREAS, in consideration of the premises and the
mutual promises and covenants herein contained, the Company desires to
provide the Participant the opportunity to acquire shares of
voting common stock of the Company in exchange for the Participant's
performing future services for the Company.
NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants herein contained, the Participant
and the Company agree as follows:
1. The Plan. The Plan, a copy of which is attached
hereto as Exhibit A, is hereby incorporated by reference herein
and made a part hereof for all purposes, and when taken with this
Agreement shall govern the rights of the Participant and the
Company with respect to the Award.
2. Grant of Award. The Company hereby grants to the
Participant an award (the "Award") of ____________________
(_____) shares of Company common stock (the "Stock") on the terms and
conditions set forth herein and in the Plan.
3. Terms of Award.
(a) Vesting and Release of Shares. Certificates
representing the shares of Stock subject to the Award will be
issued in the name of the Participant and will be delivered to
__________________ as escrow agent (the "Agent"). Subject to the
terms of the Plan, the Participant shall be deemed vested and
entitled to receive the following number of the shares of Stock
within the Award promptly following the expiration of the
Anniversary Dates set forth below, provided (except as otherwise
provided in Articles V and VI of the Plan) that such Participant
has at all times remained in the full-time and continuous
employment of the Company or any of its Subsidiaries (as defined
in the Plan) for the entire twelve (12) month period immediately
preceding each applicable Anniversary Date:
Number of Shares of
Stock Within an Award
Anniversary Date To Be Distributed
June 30, 1994
June 30, 1995
June 30, 1996
June 30, 1997
June 30, 1998
June 30, 1999
Total
Except as provided in the Plan, in the event the
Participant terminates employment for any reason whatsoever prior
to an Anniversary Date, then, all remaining shares of Stock which
have not yet been distributed shall be absolutely forfeited and
the Participant shall have no further interest therein of any kind
whatsoever.
(b) Change of Control. Subject to the terms of
the Plan and notwithstanding the provisions of Paragraph 3(a) hereof,
the Participant shall be deemed vested and entitled to receive
all remaining shares of Stock which have not yet been distributed
upon a Change of Control of the Company, as such term is defined in
Article VI of the Plan.
4. Legends. The shares of Stock which are the
subject of the Award shall be subject to the following legend:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE
WITH THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR THE
1993 RESTRICTED STOCK AWARD PLAN FOR ALEXANDER ENERGY
CORPORATION AND ITS SUBSIDIARIES DATED THE ____ DAY OF
_______, 1993. ANY ATTEMPTED TRANSFER OF THE SHARES OF
STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF
SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A
COPY OF THE AGREEMENT MAY BE OBTAINED FROM THE
SECRETARY OF ALEXANDER ENERGY CORPORATION.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
ANY STATE SECURITIES ACT. THE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS (1) THEY SHALL HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE
STATE SECURITIES ACT OR (2) ALEXANDER ENERGY CORPORATION
SHALL HAVE BEEN FURNISHED AND OPINION OF COUNSEL,
SATISFACTORY TO ALEXANDER ENERGY CORPORATION, THAT
REGISTRATION IS NOT REQUIRED UNDER ANY OF SUCH ACTS."
5. Delivery by the Agent. As promptly as is
practicable after the expiration of the appropriate distribution
dates specified in Paragraph 3(a) hereof or upon a Change of
Control of the Company as provided in Paragraph 3(b) hereof, the
Agent will deliver to the Participant a certificate or
certificates evidencing the number of shares of Stock to which he is
entitled. Such certificate(s) shall be issued in the Participant's name.
6. Nontransferability of Award. With respect to
unvested shares of Stock held by the Agent, the Participant shall
not have the right to sell, assign, transfer, convey, dispose,
pledge, hypothecate, burden, encumber or charge such unvested
shares of Stock or any interest therein in any manner whatsoever.
7. Notices. All notices or other communications
relating to the Plan and this Agreement as it relates to the
Participant shall be in writing, shall be deemed to have been
made if personally delivered in return for a receipt, or if mailed, by
regular U.S. mail, postage prepaid, by the Company to the
Participant at the following address:
or such other address as the Participant may advise the Company
in writing. The date of personal delivery shall be the date of
giving notice, or if made by mail in the manner prescribed above, notice
shall be deemed to have been given three (3) business days after
the date of mailing.
8. Binding Effect and Governing Law. This Agreement
shall be (i) binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns except
as may be limited by the Plan and (ii) governed and construed under
the laws of the State of Oklahoma.
9. Captions. The captions of specific provisions of
this Agreement are for convenience and reference only, and in no
way define, describe, extend or limit the scope of this Agreement
or the intent of any provision hereof.
10. Counterparts. This Agreement may be executed in
any number of identical counterparts, each of which shall be deemed
an original for all purposes, but all of which taken together shall
form but one agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.
"COMPANY" ALEXANDER ENERGY CORPORATION, an
Oklahoma corporation
By
President
"PARTICIPANT"
PARTICIPANT