-----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, L7xLUHuWW32COUDuFZZrJMC1tQHltNycazP8av9yaczCbsgiBxTLnv+ymTBH2pVC fuwauZmOVyNxbhdECZkD2w== /in/edgar/work/20000606/0000950152-00-004565/0000950152-00-004565.txt : 20000919 0000950152-00-004565.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950152-00-004565 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000606 EFFECTIVENESS DATE: 20000606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN & BLAKE CORP /OH/ CENTRAL INDEX KEY: 0000880114 STANDARD INDUSTRIAL CLASSIFICATION: [1381 ] IRS NUMBER: 341686642 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38624 FILM NUMBER: 649612 BUSINESS ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 BUSINESS PHONE: 3304991660 MAIL ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 S-8 1 0001.txt BELDEN & BLAKE CORPORATION S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BELDEN & BLAKE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 34-1686642 - ------------------- ------------------ (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 5200 Stoneham Road, North Canton, Ohio 44720 - ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) BELDEN & BLAKE CORPORATION Nonqualified Stock Option Plan ------------------------------ (Full title of the Plan) Joseph M. Vitale Senior Vice President Legal Belden & Blake Corporation 5200 Stoneham Road North Canton, Ohio 44720 ------------------------ (Name and address of agent for service) (330) 499-1660 ------------------------------------------------------------ Telephone number, including area code, of agent for service Calculation of Registration Fee
================================================================================================================ Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered registered share (a) price (a) registration fee - ---------------------------------------------------------------------------------------------------------------- Common Stock, no par value 1,824,195 shares $0.30 $547,258.50 $144.47 ================================================================================================================
(a) Based on the value of the securities for the purpose of calculating the registration fee under Rule 457(h)(1). 2 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference --------------------------------------- The following documents filed with the Securities Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Annual Report on Form 10-K of Belden & Blake Corporation (the "Company") for the fiscal year ended December 31, 1999 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the document referred to in (a) above. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities ------------------------- The authorized capital stock of the Company consists of 58,000,000 shares of Common Stock, without par value, of which 10,260,457 were issued and outstanding on December 31, 1999. The issued and outstanding shares are fully paid and nonassessable. Shareholders are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as the Board of Directors may from time to time determine. Shareholders have no preemptive, conversion, redemption or sinking fund rights. Upon liquidation or dissolution of the Company, the holders of Common Stock are entitled to receive pro rata the assets of the Company which are legally available for distribution, after payment of all debts and liabilities. Each outstanding share of Common Stock is entitled to one vote on all matters submitted to a vote of shareholders, except that cumulative voting is permitted in the election of directors, subject to certain notice requirements imposed by Ohio law. In cumulative voting each share is entitled to as many votes as the number of directors to be elected, and the holder may cast such votes in favor of one nominee or distribute such votes among two or more nominees. -2- 3 Item 6. Indemnification of Directors and Officers ----------------------------------------- Ohio law provides that a director, officer or employee of a corporation may be indemnified against expenses, judgments, fines, amounts paid in settlement and other amounts actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding, including a proceeding by or on behalf of the corporation, in which such person is involved due to such person's position with the corporation. Such indemnification is subject to a determination that (a) such person acted in good faith and in a manner that such person believed to be in, or not opposed to, the best interests of the corporation, and (b) in the case of a proceeding brought by or in the right of the corporation, such person has not been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, and (c) in the case of a criminal proceeding, such person had no reasonable cause to believe that the conduct was unlawful. The determination that indemnification is proper shall be made by a majority vote of a quorum of directors who were not parties to such proceedings, or if a quorum cannot be obtained or such a quorum directs, by a written opinion of independent legal counsel, by the shareholders, or by the court in which the proceeding is brought. Expenses incurred in defending a threatened or pending action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall be ultimately determined that he is not entitled to indemnification. The Code of Regulations of the Company requires the Company to indemnify its directors, officers and employees to the full extent permitted by Ohio law. Ohio law also authorizes corporations to provide forms of indemnification, including indemnification agreements and insurance, in addition to the type of indemnification set forth in the Ohio statute. Item 8. Exhibits Exhibit No. Description of Document ----------- ----------------------- 4.1 Belden & Blake Corporation Nonqualified Stock Option Plan --incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-4 (Registration No.333-33407) 5.1 Opinion of Black, McCuskey, Souers Arbaugh as to the legality of the securities being registered -3- 4 23.1 Consent of Ernst & Young LLP 23.2 Consent of Black, McCuskey, Souers & Arbaugh (included in their opinion filed as Exhibit 5.1) Item 9. Undertakings ------------ The undersigned registrant hereby undertakes: (1) To file during any period in which offers and sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with 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 (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the 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 a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -4- 5 (4) 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 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. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, 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 The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Canton, Ohio on May 25, 2000. Belden & Blake Corporation (Registrant) By: /s/ John L. Schwager --------------------- John L. Schwager President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following -5- 6 persons in the capacities and on the date indicated.
Signature Title Date ---------- ----- ---- /s/ John L. Schwager President and Chief May 25, 2000 - --------------------------- Executive Officer and Director (Principal -------------- John L. Schwager Executive Officer) /s/ Robert W. Peshek Vice President Finance and Chief Financial May 25, 2000 - --------------------------- Officer (Principal Financial and Accounting -------------- Robert W. Peshek Officer) /s/ Joseph M. Vitale Senior Vice President Legal, General Counsel, May 25, 2000 - --------------------------- Secretary and Director -------------- Joseph M. Vitale /s/ Henry S. Belden IV* Director May 25, 2000 - --------------------------- -------------- Henry S. Belden IV /s/ Lawrence W. Kellner* Director May 25, 2000 - --------------------------- -------------- Lawrence W. Kellner /s/ Max L. Mardick* Director May 25, 2000 - --------------------------- -------------- Max L. Mardick /s/ William S. Price,III* Director May 25, 2000 - --------------------------- -------------- William S. Price,III /s/ Gareth Roberts* Director May 25, 2000 - --------------------------- -------------- Gareth Roberts *By: /s/ Joseph M. Vitale May 25, 2000 ---------------------- -------------- Attorney-in-fact
-6- 7 EXHIBIT INDEX Exhibit No. Description of Document Located in - ----------- ----------------------- Sequentially Numbered Copy ------------- 4.1 Belden & Blake Corporation Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.5 to the Company's Registra- tion Statement on Form S-4 (Registration NO. 333-33407) 5.1 Opinion of Black, McCuskey Souers & Arbaugh as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Black, McCuskey, Souers & Arbaugh (included in their opinion filed as Exhibit 5.1) -7- EX-5.1 2 0002.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [BLACK, MCCUSKEY, SOUERS & ARBAUGH LETTERHEAD] May 25, 2000 Belden & Blake Corporation 5200 Stoneham Road North Canton, Ohio 44720 Gentlemen: Reference is made to your Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission in connection with the sale of up to 1,824,195 shares (the "Shares") of common stock, without par value (the "Common Stock") of Belden & Blake Corporation (the "Company") upon the exercise of stock options granted and to be granted pursuant to the Belden & Blake Corporation Nonqualified Stock Option Plan (the "Plan"). We have examined the proceedings taken to organize the Company, its Articles of Incorporation and Code of Regulations and all amendments to date, the records of proceedings taken by its shareholders and directors to date, including proceedings of the Board of Directors and shareholders adopting and approving the Plan and all amendments thereto. Based upon the foregoing, and upon the examination of such other matters as we have deemed necessary in order to express the opinions hereinafter set forth, we are of the opinion that: 1. The Company is a corporation duly organized and in good standing under the laws of the State of Ohio having an authorized capital stock consisting of 58,000,000 shares of Common Stock. 2. The Company has full right, power and authority to grant stock options under the Plan covering an aggregate of up to 1,824,195 shares of Common Stock, and, when granted in accordance with the terms of the Plan, such options will be valid and binding obligations of the Company. 2 Belden & Blake Corporation May 25, 2000 Page 2 3. The shares of Common Stock to be issued and sold upon the exercise of stock options granted and to be granted under the Plan have been duly authorized and, when issued and sold upon payment of the option exercise price in accordance with the terms of the Plan, will be validly issued and outstanding, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to said Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. Very truly yours, /s/ Black, McCuskey, Souers & Arbaugh BLACK, McCUSKEY, SOUERS & ARBAUGH EX-23.1 3 0003.txt EXHIBIT 23.1 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Belden & Blake Corporation Non-Qualified Stock Option Plan of our report dated March 17, 2000, with respect to the consolidated financial statements of Belden & Blake Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Cleveland, Ohio May 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----