-----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, BD725NMlbdNsX655qGEYJDY8HG0WuQXQE0cDRbLOqtgJs2SNrLnNMhqwgunVNY98 gMspyfprZIqwjdUZ6yzRzw== 0000930661-99-001605.txt : 19990705 0000930661-99-001605.hdr.sgml : 19990705 ACCESSION NUMBER: 0000930661-99-001605 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990702 EFFECTIVENESS DATE: 19990702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOTHIC ENERGY CORP CENTRAL INDEX KEY: 0000878482 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 222663839 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-82287 FILM NUMBER: 99659141 BUSINESS ADDRESS: STREET 1: 5727 S LEWIS AVE STE 700 STREET 2: P O BOX 186 CITY: TULSA STATE: OK ZIP: 74105 BUSINESS PHONE: 9187495666 FORMER COMPANY: FORMER CONFORMED NAME: TNC MEDIA INC DATE OF NAME CHANGE: 19930328 S-8 1 FORM S-8 As Filed with the Securities and Exchange Commission on July 2, 1999 Registration No. 333-__________ Securities and Exchange Commission FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Gothic Energy Corporation (Exact Name of Registrant as specified in its Charter) Oklahoma 22-2663839 - ------------------------------------------------------------------------------- (State or other jurisdiction of ( IRS Employer incorporation or organization) Identification Number) 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105 (918) 749-5666 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 1989 Incentive Stock Option and Non-Statutory Option Plan - ----------------------------------------------------------------------------- (Full Title of Plan) Michael Paulk, President Gothic Energy Corporation 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105 (918) 749-5666 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a Copy to: William S. Clarke, Esquire William S. Clarke, P.A. 457 North Harrison Street, Suite 103, Princeton, New Jersey 08540 Calculation of Registration Fee
Title of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Unit Offering Price Registration Fee - -------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 2,195,000 $.40 $878,000(1) $244.00 - -------------------------------------------------------------------------------------------------- TOTAL $244.00 - --------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the Registration Fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon the price at which the options may be exercised. EXPLANATORY NOTE This Registration Statement on Form S-8 relates to the registration of 2,195,000 shares of common stock issuable on exercise of options granted under the 1989 Incentive Stock Option and Non-Statutory Option Plan to selected management and other key employees of Gothic Energy Corporation, an Oklahoma corporation (the "Company"). PART I Information Required in the Section 10(a) Prospectus Item 1. Plan of Information The document(s) containing the information specified in Part I of Form S-8 will be sent or given to plan participants as specified in Rule 428(b)(1) and, in accordance with the introductory Note to Part I, are not filed with the Commission as part of this Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information The Company will furnish without charge to each person to whom a Section 10(a) Prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated herein by reference in Item 3 of Part II of this Registration Statement. Requests should be addressed to Gothic Energy Corporation, 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105. PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference Incorporated by reference in this Registration Statement are the following documents and information previously filed with the Securities and Exchange Commission (the "Commission"), filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (File No. 0-18754): 1. The Company's Annual Report on form 10-KSB for the year ended December 31, 1998. 2. The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999. 3. The Current Reports of the Company on Form 8-K dated February 18, 1997, Form 8-K/A filed June 6, 1997, Form 8-K dated April 16, 1997, Form 8- K dated June 30, 1997, Form 8-K dated September 9, 1997, Form 8-K/A filed on October 3, 1997, Form 8-K dated November 25, 1997, Form 8-K dated January 23, 1998, Form 8-K/A filed January 30, 1998, Form 8-K/A filed February 6, 1998, Form 8-K/A filed February 25, 1998, Form 8-K/A filed April 8, 1998, Form 8-K dated March 31, 1998, and Form 8-K dated April 27, 1998. 4. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or replaced. -2- Item 4. Description of Securities The Company's Common Stock, par value $0.01 per share, is registered under Section 12 of the Securities Exchange Act of 1934, as amended. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Article VII, Sections 1 and 2 of the Company's By-Laws provide as follows: Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the pertinent corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the pertinent corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the pertinent corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the pertinent corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such -3- action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the pertinent corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the pertinent corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 1031 of the Oklahoma General Corporation Law provides for indemnification of present and former officers, directors, employees and agents. Item 7. Exemption from Registration Claimed Options under the 1989 Incentive Stock Option and Non-Statutory Option Plan to purchase an aggregate of 2,195,000 shares of Common Stock have been granted to 28 officers and employees of the Company. Such options were granted in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), afforded by Section 4(2) thereof. The options granted are non-transferrable and the optionee agreed that, unless registered under the Act, the shares issuable on exercise of an option would bear an appropriate restrictive legend under the Act and stop transfer instructions would be placed against the transfer of the shares. The optionees are all knowledgeable and informed of the business activities of the Registrant. -4- Item 8 Exhibits The information required by this Item 8 is set forth in the Index to Exhibits accompanying this Registration Statement and is incorporated herein by reference. Item 9. Undertakings (a) The undersigned Registrant hereunder undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include (i) any prospectus required by Section 10(a)(3) of the Securities Act, and to include (ii) any additional or changed 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 paragraph (1) does not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post- effective amendment to that paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act 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; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 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 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the -5- 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 any 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. -6- Signatures Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tulsa, State of Oklahoma, on the 1st day of July, 1999. Gothic Energy Corporation By: /s/ Michael Paulk ------------------------------------------------- Michael Paulk, President, Chief Executive Officer -7- GOTHIC ENERGY CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Gothic Energy Corporation, an Oklahoma corporation, which is filing a Registration Statement on Form S-8 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), hereby constitutes and appoints Michael Paulk and Steven P. Ensz, and each of them, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments, including post-effective amendments, to the Registration Statement, including a Prospectus or an amended Prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Michael Paulk Director, President and Chief Executive July 1, 1999 - ----------------------- Officer (Principal Executive Officer) Michael Paulk /s/ Steven P. Ensz Vice-President, Finance; Chief Financial July 1, 1999 - ----------------------- Officer (Principal Accounting and Steven P. Ensz Financial Officer) /s/ John J. Fleming Director July 1, 1999 - ----------------------- John J. Fleming /s/ Brian E. Bayley Director July 1, 1999 - ---------------------- Brian E. Bayley -8- GOTHIC ENERGY CORPORATION REGISTRATION STATEMENT ON FORM S-8 Index to Exhibits Exhibit Number Description - ---------------- 4.1 1989 Incentive Stock Option and Non-Statutory Option Plan 5.1 Opinion of William S. Clarke, P.A. 15.1 Letter from PricewaterhouseCoopers LLP regarding unaudited interim financial statements 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of William S. Clarke, P.A. (included in Exhibit 5.1). EX-4.1 2 1989 INCENTIVE STOCK OPTION PLAN EXHIBIT 4.1 GOTHIC ENERGY CORPORATION 1989 INCENTIVE STOCK OPTION AND NONSTATUTORY OPTION PLAN 1. Purpose. The Plan is intended to provide a means for Gothic Energy ------- Corporation (the Company), by granting options to purchase stock in the Company to selected management and other key employees, to attract and retain persons of ability and motivate them to advance the interests of the Company. It is intended that some or all of the options granted under the Plan may constitute "incentive stock options" within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended (the Code), and the other options, if any, granted under the Plan shall constitute "nonstatutory options" i.e., options not qualifying under Section 422A or other similar provisions of the Code. It is also intended that the Plan and the options granted hereunder comply and be interpreted in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and any successor rule thereto. Unless otherwise indicated, the terms and conditions of the Plan shall apply equally to all options granted hereunder, whether incentive stock options or nonstatutory options. 2. Shares Subject to the Plan. A total of 2,500,000 shares of -------------------------- authorized but unissued or reacquired Common Stock of the Company is reserved for issuance upon exercise of options granted under the Plan, subject to adjustment as provided in paragraph 9 hereof. If any option expires or terminates without having been exercised in full, the unacquired shares shall be available for the grant of future options under the Plan. 3. Administration. The Plan shall be administered by the Board of -------------- Directors or a Committee of the Board of Directors of the Company, consisting of at least three (3) disinterested persons not eligible to participate under this Plan or under any other stock or option plan of the Company or its subsidiaries (herein the Board of Directors or Committee,) if one has been appointed, is referred to as the Committee). 4. Eligibility. The Committee shall determine the employees to whom, ----------- and the number of shares for which, incentive stock options and/or nonstatutory options shall be granted, taking into consideration such factors, including any recommendations of the Chief Executive officer of the Company,, as it deems relevant to select and motivate employees of ability to advance the interests of the Company. Employees so selected shall be either management or other key employees of the Company or its subsidiaries, who the Committee determines have contributed materially to the success of the Company or are in a position to contribute materially to the future success of the Company. Except as hereafter limited, an eligible employee from time to time may be granted one or more options hereunder which may be incentive stock options and/or nonstatutory options. The aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by the optionee during any calendar year (under all plans relating to incentive stock options, as defined in Section 422A(b) of the Code, of the Company or a parent or subsidiary corporation of the Company) shall not exceed one hundred thousand dollars ($100,000). 5. Option Price and Date of Grant. In the case of an incentive stock ------------------------ option, the option price per share of Common Stock shall be equal to 100% of the fair market value of the share which shall be determined by the closing average bid and average asked quotations for the Common Stock as reported on the NASDAQ system, or, if traded on a national securities exchange, by the price of the last transaction on such national securities exchange on the last business day on which there were such quotations or prices of sales on or before the day on which the Committee makes the determination to grant the option, all unless the Committee shall determine that such method is unable under the circumstances prevailing at such time to reflect or determine the fair market value of the Company's Common Stock. In such event, the Committee shall determine fair market value through such alternative method as it may in good faith determine to be then appropriate. Notwithstanding the method utilized, it is the intent hereof that the date of grant, in the case of an incentive stock option granted hereunder, shall be the day on which the Committee makes the determination to grant the option and, in the case of a nonstatutory option granted hereunder, not sooner than the next business day. If an incentive stock option is granted to an individual who owns, at the time the incentive stock option is granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of a parent or subsidiary corporation of the Company, the option price of the shares subject to the incentive stock option shall be at least one hundred ten percent (110%) of the fair market value of the shares of Common Stock at the time the incentive stock option is granted. In the case of a nonstatutory option, the option price per share of Common Stock shall be equal to not less than 40% of the fair market value of the share determined by the Committee in the same manner as the fair market value of the share is determined in the case of an incentive stock option. 6. Option Terms. Options granted hereunder shall be evidenced by an ------------ Option Agreement executed as of the date of grant by the Company and the Optionee, on such terms as may be determined by the Committee, including the following: (a) The Option Agreement shall specify whether the option is an incentive stock option or a nonstatutory option. -2- (b) The option price shall be paid at the time of exercise which shall be in writing and, at the election of the Optionee, may be paid in cash and/or by sale and delivery of certificates) duly endorsed for transfer, in shares of the Company's Common Stock already owned by the Optionee. Any shares so sold to the Company in payment of the option price shall be valued on the basis of the average of the closing average bid and average asked quotations for the Common Stock as reported on the NASDAQ system or at the price of the last transaction on any national securities exchange on which the Company's Common Stock is listed (or other appropriate market price) on the last business day preceding the exercise date on which there were sales. Any fractional share not required for payment of the option price shall be paid for by the Company in cash on the basis of the same value utilized for such exercise. (c) Except as otherwise provided in subparagraph (f) below, any option granted under the Plan shall be exercisable in whole at any time, or in part from time to time, prior to expiration. The Committee, in its absolute discretion, may provide in any Option Agreement that the exercise of any option granted under the Plan shall be subject to such condition or conditions as it may impose, including, but not limited to, a condition that the holder thereof remain in the employ or service of the Company or a subsidiary corporation of the Company for such period or periods from the date of grant of the Option, as the Committee, in its absolute discretion, shall determine. Options shall not be exercisable until, and shall be subject to, approval of the Plan by the shareholders of the Company at a meeting duly called and held for such purpose not later than the Annual Meeting of Shareholders in 1989. Approval shall require a quorum and a majority vote of the shares owned by those shareholders present, or represented, and entitled to vote at the meeting. In addition, an incentive stock option hereunder shall not be exercisable by an optionee while there is outstanding any incentive stock option granted to the Optionee prior thereto pursuant to this or any other plan of the Company or a subsidiary under Section 422A of the Code. Any incentive stock option shall be considered outstanding until exercised in full or until its term expires, unless otherwise provided by the Code or regulations promulgated thereunder. Any nonstatutory option hereunder shall expressly omit such prior outstanding option restriction, to confirm the intent that it not qualify as an incentive stock option under Section 422A of the Code. (d) An incentive stock option hereunder shall not contain terms pursuant to which the exercise of the option would affect the Optionee's right to exercise a nonstatutory option hereunder, or vice versa, such that the incentive stock option would be deemed a prohibited "tandem stock option" within the meaning of Section 422A of the Code and the regulations thereunder. -3- (e) Unless the issuance of the shares upon the exercise of an option hereunder is registered or exempt under federal and state securities laws, the optionee shall be required to give an investment representation at the time of the exercise, and transfer of the shares shall be appropriately restricted. (f) If the optionee, until such time continuously employed, dies, is terminated by the Company and its subsidiaries by reason of disability, or retires from the Company and its subsidiaries at or after age 65, the option, to the extent not previously exercised, may be exercised within sixty (60) days after termination of employment by reason of such event by the Optionee or, in the case of the Optionee's death, by the Optionee's estate, to the extent then exercisable by the Optionee. In the event of termination of employment for any other reason, the option shall expire concurrently with the termination of employment. options granted hereunder may contain terms not inconsistent with the foregoing for the benefit of the Optionee in the event of the merger, consolidation or sale of substantially all of the assets of the Company. (g) The options hereunder shall not be transferable by the optionee, except by will or the laws of descent and distribution. During the Optionee's life, the options shall be exercisable only by the Optionee and only while and if continuously employed by the Company or a subsidiary of the Company, except as provided in paragraph 6(f) above. (h) If the Optionee sells, exchanges or otherwise disposes of shares acquired upon exercise of an incentive stock option within two (2) years of the date of grant, or one (1) year after the date of exercise, the optionee shall be required to notify the Company promptly in writing and disclose the amount of gain or loss resulting from the sale, exchange or other disposition of his shares. 7. Termination. Unless sooner terminated by action of the Board of ----------- Directors of the Company, the Plan shall terminate ten (10) years from its effective date. Options outstanding under the Plan at the time of termination shall remain in effect until exercise or expiration. 8. Effective Date. The effective date of the Plan shall be February 23, -------------- 1989, the date of adoption by the Board of Directors of the Company. options under the Plan may be granted at any time thereafter, provided that exercise thereof may be only in accordance with paragraph 6 hereof. 9. Adjustment of Shares. -------------------- (a) In the event that the outstanding shares of Common Stock of the Company are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, stock dividends or the like, an appropriate -4- adjustment shall be made by the Board of Directors in the aggregate number of shares available under the Plan and in the number of shares and option price per share subject to outstanding options. If the Company shall be reorganized, consolidated or merged with another corporation, or if all or substantially all of the assets of the Company shall be sold or exchanged, the holder of an option shall, at the time of issuance of the stock under such a corporate event, be entitled to receive upon the exercise of his option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the happening of any such corporate event as if he had been, immediately prior to such event, the holder of the number of shares covered by his option; provided, however, that in such event the Board of Directors shall have the discretionary power to take any action necessary or appropriate to prevent any incentive stock option granted hereunder from being disqualified as an "incentive stock option" under the then existing provisions of the Code or any law amendatory thereof or supplemental thereto. (b) Any adjustment in the number of shares shall apply proportionately to only the unexercised portion of the option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 10. Amendment. The Board of Directors may amend the Plan at any time --------- as determined to be in the best interests of the Company. The Board of Directors shall not, however, without shareholder approval, increase the maximum number of shares subject to the Plan or restrict the class of management and other key employees eligible to be granted options under the Plan. 11. Not a Contract of Employment. Nothing contained in the Plan or ---------------------------- in any stock option agreement executed pursuant hereto shall be deemed to confer upon any individual to whom an option is or may be granted hereunder any right to remain in the employ or service of the Company or a subsidiary corporation of the Company. 12. Use of proceeds. The proceeds from the sale of shares pursuant --------------- to options granted under the Plan shall constitute general funds of the Company. 13. Indemnification of Board of Directors or Committee. In addition -------------------------------------------------- to such other rights of indemnification as they may have, the members of the Board of Directors or Committee, as the case may be, shall be indemnified by the Company to the extent permitted under applicable law against all costs and expenses reasonably incurred by them in connection with any action, inaction, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any rights granted thereunder and against all amounts paid by them in settlement thereof or paid by them in -5- satisfaction of a judgment of any such action ` suit or proceeding, except a judgment based upon a finding of bad faith. Upon the institution of any such action, suit or proceeding, the member or members of the Board of Directors or Committee, as the case may be, shall notify the company in writing, giving the Company an opportunity at its own cost to defend the same before such member or members undertake to defend the same on their own behalf. 14. Governing Law. The Plan shall be governed by, and all questions ------------- arising hereunder shall be determined in accordance with, the laws of the State of New Jersey. -6- EX-5.1 3 OPINION OF WILLIAM S. CLARKE Exhibit 5.1 WILLIAM S. CLARKE, P.A. ATTORNEY-AT-LAW 457 NORTH HARRISON STREET - SUITE 103 PRINCETON, NEW JERSEY 08540 __________ TELEPHONE: (609) 921-3663 FAX: (609) 921-3933 June 30, 1999 Gothic Energy Corporation 5727 South Lewis Avenue - Suite 700 Tulsa, Oklahoma 74105 Gentlemen: I have acted as counsel for Gothic Energy Corporation (the "Company") in connection with its Registration Statement under the Securities Act of 1933, as amended (File No. 333-[__________]) relating to 2,500,000 shares of the Company's Common Stock, $0.01 per value (the "Stock"), issuable in connection with the Company's 1989 Incentive Stock Option and Non-Statutory Option Plan (the "Plan"). In my capacity as counsel to you, I have examined the original, certified, conformed photostats or xerox copies of all such agreements, certificates of public officials, certificates of officers, representatives of the Company and others and such other documents as I have deemed necessary or relevant as a basis for the opinions herein expressed. In all such examinations I have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to me as conformed, photostat or duplicate copies. As to various questions of fact material to such opinions, I have relied upon statements or certificates of officials and representatives of the Company and others. On the basis of such examination, I advise you that, in my opinion the shares of Stock, when sold, issued and paid for in accordance with the terms described in the Plan and options granted thereunder, will be legally issued, fully paid and non-assessable. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my firm in the prospectus forming a part of such Registration Statement. Very truly yours, William S. Clarke, P.A. By: /s/ William S. Clarke --------------------------------------- William S. Clarke EX-15.1 4 LETTER FROM PRICEWATERHOUSECOOPERS, LLP. Exhibit 15.1 Gothic Energy Corporation and Subsidiary Letter Regarding Unaudited Interim Financial Information Securities and Exchange Commission 450 Fifth Street, Northwest Washington, DC 20549 Re: Gothic Energy Corporation and Subsidiary Registration on Form S-8 Gentlemen: We are aware that our report dated May 14, 1999 on our review of the interim financial information of Gothic Energy Corporation as of March 31, 1999 and for the periods ended March 31, 1998 and 1999, and included in the Company's quarterly report on Form 10-QSB for the quarter ended March 31, 1999 is incorporated by reference in the Company's Registration Statement on Form S-8 (File No. 333-[__________]). PricewaterhouseCoopers LLP Tulsa, Oklahoma June 30, 1999 EX-23.1 5 CONSENT OF PRICEWATERHOUSECOOPERS, LLP. Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 12, 1999 relating to the financial statements, which appears in the Company's Annual Report on Form 10- KSB for the year ended December 31, 1998. We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 30, 1997 relating to the historical schedule of gross revenues and direct operating expenses of the Norse and Horizon Properties for the year ended December 31, 1996, which appears in the Company's report on Form 8-K/A filed on June 6, 1997. We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated July 11, 1997 relating to the historical schedule of gross revenues and direct lease operating expenses of the HS Properties for the years ended December 31, 1996 and 1995, which appears in the Company's report on Form 8-K/A filed on October 3, 1997. We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 4, 1998 relating to the historical schedule of gross revenues and direct lease operating expenses of the Amoco Properties for the years ended December 31, 1997 and 1996, which appears in the Company's report on Form 8-K/A filed on April 8, 1998. PricewaterhouseCoopers LLP Tulsa, Oklahoma June 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----