-----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, MCOnbbi6Ifx1ep3R+HeZatByGYVJacDGglC6UuLEnHMO0ByXWQKChKR2/16eV1hw hnNMtTbexxy5CSikiX1/ig== 0000930661-99-001607.txt : 19990705 0000930661-99-001607.hdr.sgml : 19990705 ACCESSION NUMBER: 0000930661-99-001607 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: 333-82289 FILM NUMBER: 99659143 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 Identification Number) incorporation or organization) 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) 1996 Non-Employee Stock 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 1,000,000 $0.40 $400,000(1) $111.00 - -------------------------------------------------------------------------------------------------- TOTAL $111.00 - --------------------------------------------------------------------------------------------------
(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 1,000,000 shares of common stock issuable on exercise of options granted under the 1996 Non-Employee Stock Option Plan to selected directors or consultants who are not otherwise 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 1996 Non-Employee Stock Option Plan to purchase an aggregate of 1,000,000 shares of Common Stock have been granted to two persons. 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 July 1, 1999 - ----------------------------- Executive Officer (Principal Michael Paulk Executive Officer) /s/ Steven P. Ensz Vice-President, Finance; July 1, 1999 - ----------------------------- Chief Financial Officer Steven P. Ensz (Principal Accounting and 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 1996 Non-employee Stock 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 1996 NON-EMPLOYEE STOCK OPTION PLAN EXHIBIT 4.1 GOTHIC ENERGY CORPORATION 1996 Non-Employee Stock Option Plan Adopted Effective June 19, 1996 1. PURPOSE. ------- (a) The purpose of the 1996 Non-Employee Stock Option Plan (the "Plan") is to provide a means by which each director or consultant to Gothic Energy Corporation, a Delaware corporation (the "Company"), who is not otherwise an employee of the Company or of any Affiliate of the Company (each such person being hereafter referred to as a "Non-Employee") will be given an opportunity to purchase stock of the Company. (b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). (c) The Company, by means of the Plan, seeks to retain the services of persons now serving as Non-Employee Directors of the Company, to secure and retain the services of persons capable of serving in such capacity and as consultants to the Company, and to provide incentives for such persons to exert maximum efforts for the success of the Company. (d) The Company intends that the options issued under the Plan not be incentive stock options as that term is used in Section 422 of the Code. 2. ADMINISTRATION. -------------- (a) The Plan shall be administered by the Board of Directors of the Company (the "Board") unless and until the Board delegates administration to a committee, as provided in subparagraph 2(c). (b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan. (1) To construe and interpret the Plan and options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in -1- the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any option agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (2) To amend the Plan as provided in paragraph 10. (3) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company. (c) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members of the Board (the "Committee"). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 3. SHARES SUBJECT TO THE PLAN. -------------------------- (a) Subject to the provisions of paragraph 9 relating to adjustments upon changes in stock, the stock that may be sold pursuant to options granted under the Plan shall not exceed in the aggregate one-million(1,000,000) shares of the Company's Common Stock. If any option granted under the Plan shall for any reason expire or otherwise terminate without having been exercised in full, the stock not purchased under such option shall revert to and again become available for issuance pursuant to exercises of options granted under the Plan. (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 4. ELIGIBILITY. Options shall be granted only to Non-Employee Directors ----------- of the Company or consultants to the Company. 5. OPTION PROVISIONS. Each option shall contain the following terms and ----------------- conditions: (a) No option shall be exercisable after the expiration of ten (10) years from the date it was granted. (b) The exercise price of each option shall not be less than one hundred percent (100%) of the fair market value on -2- the Grant Date of the stock subject to such option. (c) The purchase price of stock acquired pursuant to an option shall be paid, to the extent permitted by applicable statutes and regulations, either (1) in cash at the time the option is exercised, or (2) by delivery to the Company of shares of the Company's Common Stock that have been held for the requisite period necessary to avoid a charge to the Company's reported earnings and valued at the fair market value on the date of exercise, or (3) by a combination of such methods of payment. (d) An option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the option is granted only by such person or by his or her guardian or legal representative. (e) An option shall be exercisable at such time or times as may be determined by the Board at the time of grant, provided, however, with respect to options granted to Directors, any unexercised portion of an option granted under the Plan shall terminate thirty (30) days after the date the Director is no longer a Director of the Company. (f) The Company may require any optionee, or any person to whom an option is transferred under subparagraph 5(d), as a condition of exercising any such option: (1) to give written assurances satisfactory to the Company as to the optionee's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the option; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such persons's own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the option has been registered under a then-currently effective registration statements under the Securities Act of 1933, as amended (the "Securities Act"), or (ii), as to any particular requirements, a determination is made by counsel for the Company that such requirements need not be met in the circumstances under the then-applicable securities laws. (g) Notwithstanding anything to the contrary contained herein, an option may not be exercised unless the shares issuable -3- upon exercise of such option are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. 6. COVENANTS OF THE COMPANY. ------------------------ (a) During the terms of the options granted under the Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such options. (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any option granted under the Plan, or any stock issued or issuable pursuant to any such option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such options. 7. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of stock pursuant -------------------------- to options granted under the Plan shall constitute general funds of the Company. 8. MISCELLANEOUS. ------------- (a) Neither an optionee nor any person to whom an option is transferred under subparagraph 5(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such option unless and until such person has satisfied all requirements for exercise of the option pursuant to its terms. (b) Nothing in the Plan or in any instrument executed pursuant thereto shall confer upon any Non-Employee any right to continue in the service of the Company or any Affiliate or shall affect any right of the Company, its Board or stockholders or any Affiliate to terminate the service of any Non-Employee with or without cause. (c) No Non-Employee individually or as a member of a group, and no beneficiary or other person claiming under or through him, shall have any right, title or interest in or to any option reserved for the purposes of the Plan except as to such -4- shares of Common Stock, if any, as shall have been reserved for him pursuant to an option granted to him. (d) In connection with each option made pursuant to the Plan, it shall be a condition precedent to the Company's obligation to issue or transfer shares to a Non-Employee, or an affiliate of such Non-Employee, or to evidence the removal of any restrictions on transfer, that such Non-Employee make arrangements satisfactory to the Company to insure that the amount of any federal or other withholding tax required to be withheld with respect to such sale or transfer, or such removal or lapse, is made available to the Company for timely payment of such tax. 9. ADJUSTMENTS UPON CHANGES IN STOCK. --------------------------------- (a) If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding options. (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote are exchanged, then, at the sole discretion of the Board and to the extent permitted by applicable law; (i) any surviving corporation shall assume any options outstanding under the Plan or shall substitute similar options for those outstanding under the Plan, or (ii) the time during which such options may be exercised shall be accelerated and the options terminated if not exercised prior to such event, or (ii) such options shall continue in full force and effect. 10. AMENDMENT OF THE PLAN. --------------------- (a) The Board at any time, and from time to time, may amend the Plan; provided, however, that the Board shall not amend -5- the plan more than once every six months, with respect to the provisions of the Plan which relate to the amount, price and timing of grants, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder. Except as provided in paragraph 9 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will: (1) Increase the number of shares reserved for options under the Plan; (2) Modify the requirements as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act); or (3) Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act, (b) Rights and obligations under any option granted before any amendment of the Plan shall not be altered or impaired by such amendment of the Plan unless (i) the Company requests the consent of the person to whom the option was granted and (ii) such person consents in writing. 11. TERMINATION OR SUSPENSION OF THE PLAN. ------------------------------------- (a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on June 19, 2006. No options may be granted under the Plan while the Plan is suspended or after it is terminated. (b) Rights and obligations under any option granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the option was granted. 12. EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE. ---------------------------------------------- (a) The Plan shall become effective upon adoption by the Board of Directors, subject to the condition subsequent that the Plan is approved by the stockholders of the Company. (b) No option granted under the Plan shall be -6- exercised or exercisable unless and until the condition of subparagraph 12(a) above has been met. -7- EX-5.1 3 OPINION OF WILLIAM S. CLARKE, P.A. 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 1,000,000 shares of the Company's Common Stock, $0.01 per value (the "Stock"), issuable in connection with the Company's 1996 Non-Employee Stock 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-----