-----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, Ue1v62Wosl/2E/hUrDQuFbBo8Pe+D5NvO2BB08XoOKETHUFEdd7dUoPVRFHtExSF iEZGNCCjo5tLciVfKIMGZA== 0000077159-00-000006.txt : 20000210 0000077159-00-000006.hdr.sgml : 20000210 ACCESSION NUMBER: 0000077159-00-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000209 EFFECTIVENESS DATE: 20000209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-96465 FILM NUMBER: 528478 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD SUITE 200 STREET 2: ONE RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106878900 MAIL ADDRESS: STREET 1: 800 BELLEVUE 200 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 S-8 1 As filed with the Securities and Exchange Commission on February 9, 2000 File No. 33- ========================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------------------- PENN VIRGINIA CORPORATION (Exact name of registrant as specified in its charter) Virginia 23-1184320 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Radnor Corporate Center Suite 200, 100 Matsonford Road Radnor, Pennsylvania 19087-4515 (Address of principal executive offices) (Zip Code) PENN VIRGINIA CORPORATION 1999 EMPLOYEE STOCK INCENTIVE PLAN ================================================ Nancy M. Snyder General Counsel and Corporate Secretary Penn Virginia Corporation One Radnor Corporate Center Suite 200, 100 Matsonford Road Radnor, PA 19087 - 4515 (Name and address of agent for service) (610) 687-8900 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed maximum Amount of securities to to be maximum aggregate registration be registered registered offering price offering price fee per share (1) (1) Common Stock par value 250,000 $17.3438 $4,335,950 $1,279.11 $6.25 per shares share (2) (1) Estimated solely for the purpose of computing the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock of $17.3750 and $17.3125, respectively, as reported by the New York Stock Exchange on February 9, 1999. (2) Also registered hereby are such additional indeterminate number of shares of Common Stock or other securities as may become issuable by reason of adjustments pursuant to the anti-dilution provisions of the Plan. (3) Also registered hereby are the Rights to purchase fractional shares of Preferred Stock of the Registrant which are attached to all shares of Common Stock outstanding as of, and issued subsequent to, February 21, 1998 pursuant to terms of the Registrant's Rights Agreement dated as of February 11, 1998. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates of Common Stock and will be transferred with and only with such Common Stock. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference: (a) Annual Report on Form 10-K for the year ended December 31, 1998; (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, June 30, 1999 and March 31, 1999 and all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1998; and (c) Description of the Registrant's Common Stock contained in Exhibit 28(a) to the Registrant's Registration Statement on Form S-8 (Registration No. 33-40430) and description of the Preferred Stock Purchase Rights contained in the Registrant's Registration Statement on Form 8-A (Commission File No. 0- 753). In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission of a post-effective amendment which (i) indicates that all securities offered hereby have been sold or (ii) deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be 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. Not applicable. Item 6. Indemnification of Directors and Officers. Article V of the Bylaws of the Registrant provides that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, and whether or not by or in the right of the corporation, by reason of the fact that such person is or was a director or officer of the Registrant (or a predecessor of the Registrant absorbed in a merger or other transaction), or while a director or officer of the Registrant or such predecessor is or was serving at the request of the Registrant or such predecessor as a director, officer, partner, trustee, administrator, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Such Article provides for indemnification against expenses (including attorneys' fees), judgments, fines, penalties, including any excise tax assessed with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding to the extent that (a) such person is not otherwise indemnified, (b) such person has not improperly received a personal benefit and (c) the liability did not result from such person's gross negligence or willful misconduct. The Article further provides that the Registrant shall pay expenses incurred by such persons in defending a civil or criminal action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Registrant. The Registrant has in effect a directors and officers liability insurance policy which, with certain general and specific exclusions, indemnifies each person who was, is or may hereafter be a director or officer of the Registrant and his heirs and assigns, against any payment by an insured (except fines and penalties) in respect of any legal liability, whether actual or asserted, arising from any claim made against an insured by reason of any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or wrongfully attempted by the insured, in his capacity as a director or officer of the Registrant, or any of the foregoing so alleged by any claimant, or any matter claimed against an insured solely by reason of his being or having been a director or officer of the Registrant. The policy may be cancelled by the insurer upon 60 days written notice to the Registrant. to the extent that such insurance covers liabilities arising under the Securities Act of 1933, no waivers or undertakings are made by the Registrant with respect thereto, except as set forth in Item 9 of this Registration Statement. In addition, Article V of the Registrant's Bylaws provides for the general determination of the permissibility of indemnification in a particular case (including the advancement of expenses) pursuant to Section 13.1-701.b of the Virginia Stock Corporation Act (the "Act") which provides that such determination shall be made either (1) by the board of directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding, or if a quorum cannot be obtained, by a majority vote of a committee duly designated by the board of directors, consisting solely of two or more directors not at the time parties to the proceeding; (2) by special legal counsel selected by the board of directors or its committee in the manner prescribed in clause 1, or if a quorum of the board of directors cannot be obtained and a committee cannot be designated, selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or (3) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. In the event, however, that there has been a change in control of the Registrant between the time of the action or failure to act giving rise to the claim for indemnification and such claim, Article V provides that at the option of the person seeking indemnification, the permissibility of indemnification shall be determined by special legal counsel selected jointly by the Registrant and the person seeking indemnification. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification, shall be borne by the Registrant. Section 13.1-697 of the Act authorizes such indemnification as described above if the person to be indemnified conducted himself in good faith and believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation's best interests; (ii) in all other cases, that his conduct was at least not opposed to the corporation's best interests; or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Such indemnity shall not be allowed in a derivative suit in which such person is adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he is adjudged liable on the basis that personal benefit was improperly received by him. Section 13.1-698 of the Act provides that a corporation must indemnify a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. A court may also order indemnification of a director, pursuant to Section 13.1-700.1, with respect to a derivative suit, to the extent of the director's reasonable expenses if the court determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he was adjudged liable to the corporation and also orders the corporation to pay the director's reasonable expenses incurred to obtain the order of indemnification. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index which appears at page 9 of this Registration Statement for a detailed list of exhibits filed as a part hereof. 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 registrant 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 material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; 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 with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 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 offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Radnor, Pennsylvania, on February 9, 2000. PENN VIRGINIA CORPORATION By: _________________________ A. James Dearlove President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes A. James Dearlove and Nancy M. Snyder, and each of the them, his/her true and lawful attorneys-in-fact and agents each with full power of substitution and resubstitution for him/her in any and all capacities to sign any and all amendments (including pre- or post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities as indicated on February 9, 2000. Signature Title _________________________ President, Chief Executive Officer and Director A. James Dearlove (Principal Executive Officer) _________________________ Vice President and Chief Financial Officer Steven W. Tholen (Principal Financial Officer) __________________________ Controller Ann N. Horton (Principal Accounting Officer) __________________________ Chairman of the Board Lennox K. Black __________________________ Director Richard A. Bachman __________________________ Director John D. Cadigan __________________________ Director Robert Garrett __________________________ Director Peter B. Lilly __________________________ Director Marsha Reines Perelman __________________________ Director Joe T. Rye __________________________ Director John A. H. Shober __________________________ Director Frederick C. Witsell, Jr. EXHIBIT INDEX Sequential Exhibit Numbering No. Description of Exhibit Page No. 4.01 Amended and Restated Articles of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998). 4.02 Bylaws of Registrant, as amended. 10 4.03 Rights Agreement dated as of February 11, 1998 between Registrant and American Stock Transfer & Trust Company, as Agent (incorporated by reference to Exhibit 1.1 to Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 20, 1998 under the Securities Exchange Act of 1934 (Commission File No. 0-753)). 5.01 Opinion of Dechert Price & Rhoads as to legality 20 of securities being registered 23.01 Consent of Arthur Andersen LLP to incorporation 22 of their report dated February 28, 1999 with respect to consolidated financial statements of Registrant and subsidiaries at December 31, 1998 and for each of the three years in the period ended December 31, 1998. 23.02 Consent of Dechert Price & Rhoads (contained in opinion filed as Exhibit 5.01 to this Registration Statement). 24.01 Power of Attorney (included in Signature Page). EX-4 2 EXHIBIT 4.02 PENN VIRGINIA CORPORATION BYLAWS AS AMENDED FEBRUARY 9, 2000 ARTICLE 1 SHAREHOLDERS Section 1. Meetings. A. Annual Meeting. Unless otherwise fixed by the board of directors the annual meeting of shareholders for the election of directors and for other business shall be held on the first Tuesday of May in each year or, if that day is a legal holiday, on the first subsequent business day. B. Special Meetings. Special meetings of the shareholders may be called at any time by the chief executive officer, or a majority of the board of directors. C. Place. Meetings of the shareholders shall be held at such place in Philadelphia, Pennsylvania or elsewhere, as may be fixed by the board of directors in the notice of meeting. D. Adjournments. A Public Announcement of an adjournment of an annual or special meeting shall not commence a new time period for the giving of shareholder notices provided herein. For purposes of these Bylaws, "Public Announcement" includes without limitation (i) a press release reported by the Dow Jones News, Associated Press or a comparable national news service, or (ii) a document filed with the Securities and Exchange Commission. E. Organization. The Chairman of the Board of Directors, or, in the absence of the Chairman of the Board of Directors, such other officer or board member as the Board of Directors may designate, shall preside at each meeting of shareholders and may adjourn the meeting from time to time. The Secretary or an Assistant Secretary shall act as secretary of the meeting and keep a record of the proceedings thereof. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures, and to do all such acts as, in the judgement of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without limitation, establishing an agenda or order of business for the meeting, establishing rules and procedures for maintaining order at the meeting and the safety of those present, limiting the participation in such meeting to shareholders of record of the Company and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restricting entry to the meeting after the time fixed for the commencement thereof, limiting the time allotted to questions or comments by participants, and regulating the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure. Section 2. Notice. Written notice of the time and place of all meetings of shareholders and of the purpose of each special meeting of shareholders shall be given to each shareholder entitled to vote thereat at least ten days before the date of the meeting, unless a greater period of notice is required by law in a particular case. Section 3. Voting. A. Voting Rights. Except as otherwise provided herein, or in the Articles of Incorporation, or by law, every shareholder shall have the right at every shareholders' meeting to one vote for every share standing in his name on the books of the Company which is entitled to vote at such meeting. Every shareholder may vote either in person or by proxy. B. Election of Directors. At each annual meeting the shareholders shall elect at least seven but not more than ten directors who shall constitute the entire Board. C. Nomination of Directors. Nominations for the election of directors may be made by the Board of Directors or by any shareholder (a "Nominator") entitled to vote in the election of directors. Such nominations, other than those made by the Board of Directors, shall be made in writing pursuant to timely notice delivered to or mailed and received by the Secretary of the Company as set forth in this Section 3C. To be timely in connection with an annual meeting of shareholders, a Nominator's notice, setting forth the name and address of the person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 days nor more than 180 days prior to the earlier of the date of the meeting or the corresponding date on which the immediately preceding year's annual meeting of shareholders was held; provided, however, that with respect to the annual meeting of shareholders to be held in 1998, notice by the shareholder to be timely must be delivered not later than the tenth day following the day on which Public Announcement of the date of such meeting is first made by the Company. To be timely in connection with any election of a director at a special meeting of the shareholders, a Nominator's notice, setting forth the name and address of the person to be nominated, shall be delivered to or mailed and received at the principal executive offices of the Company not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or Public Announcement of such meeting was made, whichever first occurs. At such time, the Nominator shall also submit written evidence, reasonably satisfactory to the Secretary of the Company, that the Nominator is a shareholder of the Company and shall identify in writing (i) the name and address of the Nominator, (ii) the number of shares of each class of capital stock of the Company of which the Nominator is the beneficial owner, (iii) the name and address of each of the persons, if any, with whom the Nominator is acting in concert and (iv) the number of shares of capital stock of which each such person with whom the Nominator is acting in concert is the beneficial owner pursuant to which the nomination or nominations are to be made. At such time, the Nominator shall also submit in writing (i) the information with respect to each such proposed nominee that would be required to be provided in a proxy statement prepared in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended, and (ii) a notarized affidavit executed by each such proposed nominee to the effect that, if elected as a member of the Board of Directors, he will serve and that he is eligible for election as a member of the Board of Directors. Within 30 days (or such shorter time period that may exist prior to the date of the meeting) after the Nominator has submitted the aforesaid items to the Secretary of the Company, the Secretary of the Company shall determine whether the evidence of the Nominator's status as a shareholder submitted by the Nominator is reasonably satisfactory and shall notify the Nominator in writing of such determination. If the Secretary of the Company finds that such evidence is not reasonably satisfactory, or if the Nominator fails to submit the requisite information in the form or within the time indicated, such nomination shall be ineffective for the election at the meeting at which such person is proposed to be nominated. The presiding person at each meeting of shareholders shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine and so declare, the nomination shall be disregarded. The requirements of this Section 3C shall be in addition to any other requirements imposed by these Bylaws, by the Company's Articles of Incorporation or by law and in no event shall the periods specified herein be in derogation of other time periods required by law. Section 4. Quorum. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock of the Company entitled to vote at a meeting shall constitute a quorum. If a quorum is not present, no business shall be transacted except to adjourn to a future time. Section 5. Shareholder Proposals. No proposal by a shareholder may be voted upon at a meeting of shareholders unless the proposing shareholder shall have delivered or mailed in a timely manner (as set forth herein) and in writing to the Secretary of the Company (A) notice of such proposal, (B) the text of the proposed alteration, amendment or repeal, if such proposal relates to a proposed change to the Company's Articles of Incorporation or Bylaws, (C) evidence reasonably satisfactory to the Secretary of the Company of such shareholder's status as such and of the number of shares of each class of capital stock of the Company of which such shareholder is the beneficial owner, (D) a list of the names and addresses of other beneficial owners of shares of the capital stock of the Company, if any, with whom such shareholder is acting in concert, and the number of shares of each class of capital stock of the Company beneficially owned by each such beneficial owner and (E) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the Board of Directors of the Company, to the effect that the Articles of Incorporation or Bylaws resulting from the adoption of such proposal would not be in conflict with the laws of the Commonwealth of Virginia if such proposal relates to a proposed change to the Company's Articles of Incorporation or Bylaws. To be timely in connection with an annual meeting of shareholders, a shareholder's notice and other aforesaid items shall be delivered to or mailed and received at the principal executive offices of the Company not less than 90 nor more than 180 days prior to the earlier of the date of the meeting or the corresponding date on which the immediately preceding year's annual meeting of shareholders was held; provided, however, that with respect to the annual meeting of shareholders to be held in 1998, notice by the shareholder to be timely must be delivered not later than the tenth day following the day on which Public Announcement of the date of such meeting is first made by the Company. To be timely in connection with the voting on any such proposal at a special meeting of the shareholders, a shareholder's notice and other aforesaid items shall be delivered to or mailed and received at the principal executive offices of the Company not later than the close of business on the tenth day following the day on which such notice of date of the meeting was mailed or Public Announcement was made whichever first occurs. Within 30 days (or such shorter period that may exist prior to the date of the meeting) after such shareholder shall have submitted the aforesaid items to the Secretary of the Company, the Secretary shall determine whether the items to be ruled upon by the Secretary are reasonably satisfactory and shall notify such shareholder in writing of such determination. If such shareholder fails to submit a required item in the form or within the time indicated, or if the Secretary determines that the items to be ruled upon by the Secretary are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Company at such meeting of shareholders. The presiding person at each meeting of shareholders shall, if the facts warrant, determine and declare at the meeting that a proposal was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine and so declare the proposal shall be disregarded. The requirements of this Section 5 shall be in addition to any other requirements imposed by these Bylaws, by the Company's Articles of Incorporation or by law and in no event shall the periods specified herein be in derogation of other time periods required by law. ARTICLE 2 DIRECTORS Section 1. Term of Office. Each director elected at an annual meeting of the shareholders shall hold office until the next annual meeting, unless properly removed or disqualified, and until such further time as his successor is elected and has qualified. Section 2. Powers. The business of the Company shall be managed by the board of directors which shall have all powers conferred by law and these bylaws. The board of directors shall elect, remove or suspend officers, determine their duties and compensations, and require security in such amounts as it may deem proper. Section 3. Meetings. A. Regular Meetings. Regular meetings shall be held at such times as the board shall designate by resolution. Notice of regular meetings need not be given. B. Special Meetings. Special meetings of the board may be called at any time by the chief executive officer and shall be called by him upon the written request of one-third of the directors. Written notice of the time, place and the general nature of the business to be transacted at each special meeting shall be given to each director at least three days before such meeting. C. Place. Meetings of the board of directors shall be held at such place as the board may designate or as may be designated in the notice calling the meeting. Section 4. Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting and, except as provided in Article VII, the acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the board of directors. Section 5. Vacancies. Vacancies in the board of directors shall be filled by vote of a majority of the remaining members of the board though less than a quorum. Such election shall be for the balance of the unexpired term or until a successor is duly elected by the shareholders and has qualified. ARTICLE 3 BOARD COMMITTEES Section 1. Executive Committee. The board of directors by resolution of a majority of the number of directors then in office may designate three or more directors to constitute an executive committee, which, to the extent provided in such resolution, shall have and may exercise all the authority of the board of directors except to approve an amendment of the Company's articles of incorporation or a plan of merger or consolidation. If an executive committee is so designated it will elect one of its members to be its chairman. Section 2. Compensation and Benefits Committee. The board of directors by resolution of a majority of the number of directors then in office may designate three or more outside directors to constitute a compensation and benefits committee, which shall have such power and authority as may be provided in such resolution. Section 3. Other Committees. The board of directors by resolution of a majority of the number of directors then in office may create or disband other committees, as deemed to be proper. ARTICLE 4 OFFICERS Section 1. Election. At its first meeting after each annual meeting of the shareholders, the board of directors shall elect a president, treasurer and secretary, and such other officers as it deems advisable. Any two or more offices may be held by the same person except the offices of president and secretary. Section 2. Chairman and President. A. Chairman. The chairman shall preside at all meetings of the board and of the shareholders. If so designated by the board of directors, the chairman shall be the chief executive officer. B. President. The president shall be either the chief executive officer or the chief operating officer of the Company, as designated by the board of directors. The president shall have such duties as the board of directors and the chairman of the Company shall prescribe. Section 3. Other Officers. The duties of the other officers shall be those usually related to their offices, except as otherwise prescribed by resolution of the board of directors. Section 4. General. In the absence of the chairman and president, the person who has served longest as vice president or any other officer designated by the board shall exercise the powers and perform the duties of the chief executive officer or chief operating officer or both. The chief executive officer or any officer or employee authorized by him may appoint, remove or suspend agents or employees of the Company and may determine their duties and compensation. ARTICLE 5 INDEMNIFICATION Section 1. Right to Indemnification. Subject to Section 3, the Company shall indemnify any person who was or is a party or threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and whether or not by or in the right of the corporation, by reason of the fact that he is or was a director or officer of the Company, or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, administrator, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, for expenses (including attorney's fees), judgments, fines, penalties, including any excise tax assessed with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the fullest extent and manner permitted by the Virginia Corporation Law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment). Section 2. Advance of Expenses. Subject to Section 3, expenses incurred by a director or officer of the Company in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company. Section 3. Procedure for Determining Permissibility. The procedure for determining the permissibility of indemnification pursuant to Article 5 (including the advance of expenses), shall be that set forth in Section 13.1-701.B of the Virginia Corporation Law, provided that, if there has been a change in control of the Company between the time of the action or failure to act giving rise to the claim for indemnification and such claim, then at the option of the person seeking indemnification, the permissibility of indemnification shall be determined by special legal counsel selected jointly by the Company and the person seeking indemnification. The reasonable expenses of any director or officer in prosecuting a successful claim for indemnification, and the fees and expenses of any special legal counsel engaged to determine permissibility of indemnification, shall be borne by the Company. Section 4. Contractual Obligation; Inuring of Benefit. The obligations of the Company to indemnify a person under this Article V, including the obligation to advance expenses, shall be considered contractual obligations of the Company to such person, subject only to the determination of permissibility as set forth in the preceding Section, and no modification or repeal of any provision of this Article V shall affect, to the detriment of such person, the obligations of the Company in connection with a claim based on any act or failure to act occurring before such modification or repeal. The obligations of the Company to indemnify a person under this Article V, including the obligation to advance expenses, shall inure to the benefit of the heirs, executors and administrators of such person. Section 5. Insurance and Other Indemnification. The board of directors of the Company shall have the power but shall not be obliged to (a) purchase and maintain, at the Company expense, insurance on behalf of the Company and its director, officers, employees and agents against liabilities asserted against any of them, including the Company's obligations to indemnify and advance expenses, to the extent that power to do so is not prohibited by applicable law, and (b) give other indemnification to the extent not prohibited by applicable law. ARTICLE 6 CERTIFICATES OF STOCK Section 1. Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal and the signature of the president or a vice president and the secretary or an assistant secretary or treasurer of the Company. Section 2. Transfers. Shares of stock of the Company shall be transferable on the books of the Company only by the registered holder or by duly authorized attorney. A transfer shall be made only upon surrender of the share certificate. Any restrictions which are deemed to be imposed on the transfer of the Company's securities by the Shareholder Rights Agreement dated as of February 11, 1998 between the Company and American Stock Transfer & Trust Company, as it may be amended from time to time, or by any successor or replacement rights plan or agreement, are hereby authorized. ARTICLE 7 AMENDMENTS These bylaws may be changed at any regular or special meeting of the board of directors by the vote of a majority of the number of directors in office immediately before the meeting or at any annual or special meeting of shareholders by the vote of the shareholders entitled to vote as required by law. Notice of any such meeting of shareholders shall set forth the proposed change or a summary thereof. EX-5 3 EXHIBIT 5.01 February 9, 2000 Penn Virginia Corporation One Radnor Corporate Center, Suite 200 100 Matsonford Road Radnor, Pennsylvania 19087 Re: 1999 Employee Stock Incentive Plan Gentleman and Ladies: We have acted as counsel to Penn Virginia Corporation (the "Company") in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement"), to be filed today with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 50,000 shares (the "Shares") of Common Stock, par value $6.25 per share, to be offered pursuant to the Company's 1999 Employee Stock Incentive Plan (the "Plan"). We have examined the Plan and such corporate records and other documents and matters of law as we have considered appropriate to enable us to give this opinion. Based on the foregoing, it is our opinion that the Shares, to the extent they are newly issued, have been duly authorized and when issued and sold in accordance with the provisions of the Plan will be validly issued, fully paid and nonassessable. Our opinion contained herein is rendered to the Company in connection with the filing by the Company of the Registration Statement with the SEC pursuant to the Securities Act and is solely for the benefit of the Company in connection with such filing. This opinion may not be used or relied on by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as noted below. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, DECHERT PRICE & RHOADS EX-23 4 EXHIBIT 23.01 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 1999 included in Penn Virginia Corporation's form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas February 9, 2000 -----END PRIVACY-ENHANCED MESSAGE-----