0000950152-95-002173.txt : 19950925 0000950152-95-002173.hdr.sgml : 19950925 ACCESSION NUMBER: 0000950152-95-002173 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950920 EFFECTIVENESS DATE: 19951009 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN & BLAKE CORP /OH/ CENTRAL INDEX KEY: 0000880114 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 341686642 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62785 FILM NUMBER: 95575099 BUSINESS ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 BUSINESS PHONE: 2164991660 MAIL ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 S-8 1 BELDEN & BLAKE 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 Stock Option Plan ----------------- Non-Employee Director 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) (216) 499-1660 --------------------------------------------- Telephone number, including area code, of agent for service Calculation of Registration Fee ================================================================================================================= Title of securities Proposed maximum Proposed maximum to be registered Amount to be offering price per aggregate offering Amount of registered share (a) price (a) registration fee ---------------------------------------------------------------------------------------------------------------- Common Stock, no par value ....... 1,190,000 shares $18.625 $22,163,750 $7,642.67 =================================================================================================================
(a) Based on the average of the high and low sale prices of the shares on the Nasdaq National Market on September 18, 1995, and estimated solely for the purpose of calculating the registration fee under Rule 457(c). 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, 1994 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. (c) The description of the Company's common stock set forth in the prospectus of the Company dated May 11, 1993, included in its registration statement on Form S-1 (No. 33-60228). 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 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 (i) 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 inde- -2- 3 pendent 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 Stock Option Plan 4.2 Non-Employee Director Stock Option Plan 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
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; -3- 4 (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) 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. -4- 5 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 September 19, 1995. Belden & Blake Corporation (Registrant) By:/s/ Henry S. Belden IV --------------------------- Henry S. Belden IV Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Henry S. Belden IV Chairman of the Board and September 19, 1995 ---------------------------------- Chief Executive Officer ------------------------ Henry S. Belden IV and Director (Principal Executive Officer) /s/ Max L. Mardick President and Chief Oper- September 19, 1995 ---------------------------------- ating Officer and Director ------------------------ Max L. Mardick /s/ Ronald E. Huff Senior Vice President and September 19, 1995 ---------------------------------- Chief Financial Officer ------------------------ Ronald E. Huff and Director (Principal Financial and Accounting Officer) /s/ Joseph M. Vitale Senior Vice President, September 19, 1995 ---------------------------------- Legal, General Counsel, ------------------------ Joseph M. Vitale Secretary and Director
-5- 6 ---------------------------------- Director ------------------------ Paul R. Bishop /s/ Theodore V. Boyd September 19, 1995 ---------------------------------- Director ------------------------ Theodore V. Boyd ---------------------------------- Director ------------------------ Gary R. Petersen ---------------------------------- Director ------------------------ David P. Quint ---------------------------------- Director ------------------------ Raymond D. Saunders /s/ George M. Smart September 19, 1995 ---------------------------------- Director ------------------------ George M. Smart
-6- 7 EXHIBIT INDEX -------------
Exhibit No. Description of Document Located in ----------- ----------------------- Sequentially Numbered Copy ------------- 4.1 Stock Option Plan 4.2 Non-Employee Director Stock Option Plan 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-4.1 2 EXHIBIT 4.1 1 EXHIBIT 4.1 BELDEN & BLAKE CORPORATION Stock Option Plan (as amended) 1. PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to provide an incentive to selected key management employees of Belden & Blake Corporation (the "Company") and its subsidiaries to acquire or to increase a proprietary interest in the Company, to continue as employees or for others to become employees, and to increase their interest in and contribution to the welfare of the Company and its subsidiaries. 2. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee") of not less than three directors of the Company elected or to be elected from time to time by the Board of Directors of the Company, none of whom shall be eligible (and shall not have been eligible for a period of at least one year prior to their appointment) to participate in the Plan or any other stock option or stock purchase plan of the Company. Subject to the provisions of the Plan and the control of the Board of Directors of the Company, the Committee is authorized to grant options hereunder and to interpret the Plan and such options, to prescribe, amend and rescind rules and regulations relating to the Plan and the options, and to make other determinations necessary or advisable for the administration of the Plan, all of which determinations shall be conclusive. 3. ELIGIBILITY. Options shall be granted under the Plan to such selected full time salaried employees (including officers and directors if they are employees) of the Company or any of its subsidiaries as the Committee shall determine from time to time. 4. STOCK SUBJECT TO OPTIONS. The aggregate number of shares of the Company's common stock which may be issued or sold under options granted pursuant to the Plan shall not exceed 1,070,000 shares. Such shares shall be authorized but unissued shares of common stock or issued shares of common stock which shall have been reacquired by the Company. Such aggregate number of shares may be adjusted under Section 8 below. If any outstanding option under the Plan expires or is terminated for any reason, the shares allocated to the unexercised portion of such option may again be subjected to an option or options under the Plan. 5. TYPES OF OPTIONS. The Committee shall have full and complete authority, subject to the limitations contained in the Plan, to grant options on such terms and conditions as 2 EXHIBIT 4.1 may be required to provide for the following types of options under the Plan: (a) "Incentive stock options" as defined in Section 422 of the Internal Revenue Code (hereinafter referred to as "Statutory Options"). (b) Options which do not qualify as Statutory Options (hereinafter referred to as "Nonstatutory Options"). 6. ALLOTMENT OF SHARES. The Committee shall determine the total number of shares to be offered to each optionee under the Plan; provided, however, that the aggregate fair market value (determined as of the time the option is granted) of the shares with respect to which Statutory Options are exercisable for the first time by an optionee during any calendar year (under this Plan and any other plans of the Company and its subsidiaries) shall not exceed $100,000. 7. TERMS AND CONDITIONS OF SALE. Each such option shall be evidenced by an agreement or other written instrument, in such form as the Committee shall from time to time determine, which shall prescribe the following terms and conditions and such other terms and conditions as the Committee may deem necessary or advisable: (a) Number of Shares. The number of shares to which the option pertains shall conform with the limitations of Section 6 above. (b) Duration of Option. The term of each option shall be for such period as the Committee shall determine, but not more than ten (10) years from the date of granting thereof, nor more than five (5) years from the date of granting thereof in the case of a Statutory Option granted to an optionee who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company. (c) Option Price. (i) Statutory Options. The option price of shares under a Statutory Option shall be as determined by the Committee but shall not be less than one hundred percent (100%) of the per share fair market value of the outstanding shares of common stock of the Company on the date the option is granted, and, in the case of an optionee who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company such option price shall not be less than one hundred ten percent (110%) of the per share fair market value of the outstand- 2. 3 ing common shares of the Company on the date the option is granted. (ii) Nonstatutory Options. The option price of shares under a Nonstatutory Option shall be as determined by the Committee, but shall not be less than one hundred percent (100%) of the per share fair market value of the outstanding shares of common stock of the Company on the date the option is granted. (d) Exercisability of Options. Each option granted under the Plan shall be exercisable commencing not less than one year after the date the option is granted at such time or times and at such rate as the Committee shall determine. During the lifetime of an optionee, the option may be exercised only by him and, except to the extent otherwise provided in subsections (f) and (g) below, only during the continuance of the optionee's employment with the Company or one of its subsidiaries. (e) Nontransferability of Options. No option shall be transferable by the optionee other than by will or the laws of descent and distribution. (f) Termination of Employment. If an optionee's full time employment by the Company or any of its subsidiaries shall terminate for any reason other than death or disability (within the meaning of Section 422(c)(6) of the Internal Revenue Code), his options shall terminate immediately upon the cessation of his employment, if not sooner terminated pursuant to their terms, except that within the period of three months following such cessation of employment, but not later than the expiration date of such options, he may exercise such options to the extent he was entitled to exercise the same on the date of such cessation of employment. (g) Death or Disability of Employee. If the optionee shall die or become disabled (within the meaning of Section 422A(c)(6) of the Internal Revenue Code) while in the employ of the Company or any of its subsidiaries, his options shall thereupon terminate, if not sooner terminated pursuant to their terms, except that within the twelve month period next succeeding such death or disability, but not later than the expiration date of such options, the options granted to the optionee hereunder may be exercised to the extent such options were exercisable on the date of such death or disability. 3. 4 (h) Method of Exercise and Payment. An option may be exercised by delivering to the Company at the office of its Treasurer a written notice, signed by the person entitled to exercise the option, of the election thereby made to exercise the option and stating the number of shares in respect of which it is then being exercised. Such notice shall, and as an essential part thereof, be accompanied by payment in full of the option price of such shares by cash, money order, cashier's check or certified check. The date of exercise shall be the date such notice and payment are received by the Treasurer. Upon the due exercise of the option, the Company shall issue in the name of the person exercising the option, and deliver to him, a certificate or certificates for the shares in respect of which the option shall have been so exercised. Until the certificate or certificates for such shares shall have been delivered to him, an optionee shall have none of the rights of a stockholder. 8. CHANGES IN STOCK. In the event of a stock dividend, split-up or combination of shares, recapitalization, reclassification or merger in which the Company is the surviving corporation, or other similar capital or corporate structure change, the number and kind of shares of stock or securities of the Company at the time of such change remaining subject to the Plan and to any option granted or to be granted pursuant to the Plan, the option price and any other relevant provisions shall be appropriately adjusted by the Board of Directors of the Company, whose determination shall be binding on all persons. In the event of a consolidation, merger or other corporate reorganization in which the Company is not the surviving corporation, each option outstanding hereunder shall thereupon terminate, provided that at least twenty (20) days prior to the effective date of any such consolidation, merger or other corporate reorganization, the Board of Directors of the Company shall do one of the following: (i) make such options immediately exercisable, (ii) arrange to have the surviving or consolidated corporation grant replacement options to the optionees involved, or (iii) pay in cash the difference between the exercise price of the option and the consideration receivable in the transaction by a holder of the number of shares of common stock equal to the number subject to the options. No adjustment provided for in this Section 8 shall require the Company to issue or sell a fractional share under any option hereunder and any fractional share resulting from any such adjustment shall be deleted from the option involved. 9. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board of Directors of the Company may, insofar as permitted by law, 4. 5 at any time or from time to time, suspend or terminate the Plan or revise or amend it in any respect whatsoever except that, without appropriate approval of the holders of the common stock, no such revision or amendment shall increase the maximum number of shares subject to the Plan, change the designation of the class of employees eligible to receive options, or decrease the price at which options may be granted, or materially increase the benefits to participants accruing under the Plan. 10. APPLICABLE LAWS OR REGULATIONS. The Company's obligations to sell and deliver shares upon an option is subject to, and conditional upon, such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations applying to the authorization, issuance, listing or sale of securities. The Company may also require in connection with any exercise of an option that the optionee give written assurances satisfactory to the Company to the effect that such person is acquiring the stock subject to the option for such person's own account and not with a view to the sale or distribution thereof, unless (a) the shares have been registered under a then currently effective registration statement under the Securities Act of 1933, as amended, or (b) a determination is made by counsel to the Company that such written assurances are not required under applicable securities laws. 11. NO EMPLOYMENT RIGHT; NO OBLIGATION TO EXERCISE OPTION. Nothing contained in the Plan, or in any option granted under it, shall confer upon any optionee any right to continued employment by the Company or any of its subsidiaries or limit in any way the right of the Company or any subsidiary to terminate his employment at any time. The granting of any option hereunder shall impose no obligation upon the optionee to exercise such option. 12. EXPIRATION OF PLAN. This Plan shall expire with respect to the granting of further options on September 30, 2001. The expiration of the Plan as aforesaid shall not affect the validity of any options theretofore granted hereunder which have not expired by their terms. 13. EFFECTIVE DATE OF PLAN. This Plan shall be submitted to shareholders for approval. If approved by shareholders, this Plan shall be effective as of October 1, 1991. If not so approved by shareholders, this Plan shall be void and of no effect. 5. EX-4.2 3 EXHIBIT 4.2 1 EXHIBIT 4.2 BELDEN & BLAKE CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION 1.1 ESTABLISHMENT OF THE PLAN. Belden & Blake Corporation hereby establishes an incentive compensation plan to be known as the "Belden & Blake Corporation Non-Employee Director Stock Option Plan" (the "Plan"), as set forth in this document. The Plan permits the grant of Non-qualified Stock Options to Non-employee Directors, subject to the terms and provisions set forth herein. The Plan has been adopted by the Board of Directors of the Company, subject to the approval of shareholders at the 1994 annual shareholders meeting. Subject to the approval of the shareholders, the Plan shall become effective as of March 17, 1993 (the "Effective Date"), and shall remain in effect as provided in Section 1.3 herein. 1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the achievement of long-term objectives of the Company by linking the personal interests of Non-employee Directors to those of Company shareholders, and to attract and retain Non-employee Directors of outstanding competence. 1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 8 herein, until all Shares subject to it shall have been purchased or acquired according to the Plan's provisions. However, in no event may an Award be granted under the Plan on or after March 16, 2002. ARTICLE 2. DEFINITIONS Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized: (a) "Award" means a grant of Non-qualified Stock Options under the Plan. (b) "Award Agreement" means an agreement entered into by and between the Company and a Non-employee Director, setting forth the terms and provisions applicable to an Award granted under the Plan. (c) "Board" or "Board of Directors" means the Board of Directors of the Company, and includes any committee of the Board of Directors designated by the Board to administer part or all of the Plan. 2 EXHIBIT 4.2 (d) "Change in Control" of the Company shall be deemed to occur in the event that (i) the Company is the surviving corporation in a merger or other corporate reorganization as a result of which less than 75% of the outstanding voting securities of the Company are owned by persons who were shareholders of the Company immediately prior to such merger or corporate reorganization, (ii) 30% of the outstanding voting securities of the Company become owned (whether directly, indirectly, beneficially or of record) by any person or group within the meaning of the Exchange Act other than Henry S. Belden IV (or his heirs or members of his immediate family) or a pension, retirement, profit sharing, employee stock ownership or other employee benefit plan of the Company or an affiliate thereof or (iii) the individuals who, at the beginning of any period of two consecutive calendar years, constituted the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the nomination for election by the Company's shareholders of each new director of the Company was approved by the vote of at least two-thirds still in office who were directors of the Company at the beginning of such period. (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (f) "Company" means Belden & Blake Corporation, an Ohio corporation, or any successor thereto as provided in Section 9.7 herein. (g) "Director" means any individual who is a member of the Board of Directors of the Company. (h) "Disability" means a permanent and total disability, within the meaning of Code Section 22(e)(3). (i) "Employee" means any full-time, non-union, salaried employee of the Company. For purposes of the Plan, an individual whose only employment relationship with the Company is as a Director, shall not be deemed to be an Employee. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto. (k) "Fair Market Value" means the average of the highest and lowest quoted selling prices for Shares on the relevant date, or (if there were no sales on such date) the weighted average of the means between the highest and lowest quoted selling prices on the nearest day before and the nearest day after the relevant date, as reported in the Wall Street Journal or a similar publication selected by the Board. -2- 3 (l) "Non-employee Director" means any individual who is a member of the Board of Directors of the Company, but who is not otherwise an Employee of the Company. (m) "Non-qualified Stock Option" or "NQSO" means an option to purchase Shares, granted under Article 6 herein. (n) "Option" means a Non-qualified Stock Option granted under the Plan. (o) "Option Price" means the price at which a Share may be purchased under an Option. (p) "Participant" means a Non-employee Director of the Company who has outstanding a viable Award granted under the Plan. (q) "Shares" means the shares of common stock, without par value, of the Company. ARTICLE 3. ADMINISTRATION 3.1 THE BOARD OF DIRECTORS. The Plan shall be administered by the Board of Directors of the Company, subject to the restrictions set forth in the Plan. 3.2 ADMINISTRATION BY THE BOARD. The Board shall have the full power, discretion, and authority to interpret and administer the Plan in a manner which is consistent with the Plan's provisions. However, in no event shall the Board have the power to determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of Awards to be made under the Plan (all such determinations are automatic pursuant to the provisions of the Plan). 3.3 DECISIONS BINDING. All determinations and decisions made by the Board pursuant to the provisions of the Plan, and all related orders or resolutions of the Board shall be final, conclusive, and binding on all persons, including the Company, its stockholders, employees, Participants, and their estates and beneficiaries. ARTICLE 4. SHARES SUBJECT TO THE PLAN 4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3 herein, the total number of Shares available for grant under the Plan may not exceed 120,000. 4.2 LAPSED AWARDS. If any Shares under an Option granted under the Plan terminates, expires, or lapses for any reason, such Shares again shall be available for grant under the Plan. However, in the event that prior to the Award's termination, expiration, or lapse, the holder of the Award at any time received one or more "benefits of ownership" pursuant to such Award (as defined by the Securities and Exchange Commission, pursuant to any rule or -3- 4 interpretation promulgated under Section 16 of the Exchange Act), the Shares subject to such Award shall not be made available for regrant under the Plan. 4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, combination of shares, or other change in the corporate structure of the Company affecting the Shares, the Board may make such adjustments to outstanding Awards as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that no such adjustment shall be made if the adjustment may cause the Plan to fail to comply with the "formula award" exception for grants of Awards to Directors, as set forth in Rule 16b-3(c)(ii)(A) of the Exchange Act. ARTICLE 5. ELIGIBILITY AND PARTICIPATION 5.1 ELIGIBILITY. Persons eligible to participate in the Plan are limited to Non-employee Directors who are serving on the Board on the date of each scheduled grant under the Plan. 5.2 ACTUAL PARTICIPATION. All eligible Non-employee Directors shall receive grants of Options pursuant to the terms and provisions set forth in Article 6 herein. ARTICLE 6. NON-QUALIFIED STOCK OPTIONS 6.1 INITIAL GRANT OF OPTIONS. On March 17, 1993 each individual who is a Non-employee Director on that date shall be granted an Option to purchase 2,000 Shares, contingent on shareholder approval of the Plan at the 1994 annual shareholders meeting. The specific terms and provisions of such Options shall be incorporated in Award Agreements, executed pursuant to Section 6.4 of the Plan. 6.2 SUBSEQUENT GRANTS OF OPTIONS. Subject to shareholder approval of the Plan as aforesaid and subject to the limitation on the number of Shares subject to the Plan, on the day following the 1994 annual meeting of shareholders and on the day following each annual meeting of shareholders thereafter during the duration of the Plan, each Non-employee Director shall be granted an Option to purchase 2,000 Shares. 6.3 LIMITATION ON GRANT OF OPTIONS. Other than those grants of Options set forth in Sections 6.1 and 6.2 herein, no additional Options shall be granted under the Plan. 6.4 OPTION AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares available for purchase under the Option, and such other provisions as the Board shall determine. -4- 5 6.5 OPTION PRICE. The purchase price per Share available for purchase under an Option shall equal the Fair Market Value of a Share on the date the Option is granted. 6.6 DURATION OF OPTIONS. Except as otherwise provided herein, each Option shall expire on the tenth (10th) anniversary date of its grant. 6.7 VESTING AND EXERCISABILITY OF SHARES SUBJECT TO OPTION. (a) INITIAL GRANT OF OPTIONS. The initial grant of Options pursuant to Section 6.1 hereof shall not vest and shall not be exercisable unless and until this Plan shall be approved by shareholders at the 1994 annual shareholders meeting. Subject to such approval and to the terms of this Plan, such Options shall vest and become exercisable according to the following schedule, provided that the Participant is serving as a Director on the vesting date.
Percentage of Shares Cumulative Shares Vesting Date under Option that Vest Option which are Vested ------------ ---------------------- ----------------------- Day after 1994 annual 33% 33% shareholders meeting Day after 1995 annual 33% 66% shareholders meeting Day after 1996 annual 33% 100% shareholders meeting ------------------------------------------------------------------------------
(b) SUBSEQUENT GRANTS OF OPTIONS. Subject to the terms of this Plan, subsequent grants of Options pursuant to Section 6.2 hereof shall vest and become exercisable according to the following schedule, provided that the Participant is serving as a Director on the vesting date.
Percentage of Shares Cumulative Shares under Vesting Date under Option that Vest Option which are Vested ------------ ---------------------- ----------------------- Day after the first annual 33% 33% shareholders meeting after grant Day after the second annual 33% 66% shareholders meeting after grant Day after the third annual 33% 100% shareholders meeting after grant ------------------------------------------------------------------------------
Regardless of the vesting schedule set forth in this Section 6.7 (b), all Options held by a Participant shall immediately become one hundred percent (100%) vested and exercisable upon the first to occur of the following events, provided that he is then serving as a Director: (a) The death of the Participant; or -5- 6 (b) The Disability of the Participant; or (c) The effective date of a Change in Control of the Company. 6.8 TERMINATION OF DIRECTORSHIP. In the event a Participant ceases to be a Director for any reason other than death or Disability, all Options not vested as of the effective date of such cessation shall be forfeited and shall revert back to the Company (with no further vesting to occur). All Options which are vested as of such date shall remain exercisable for six (6) months following the date the Director's service on the Board terminates, or until their expiration date, whichever period is shorter. In the event a Participant ceases to be a Director by reason of his death, the Option shall remain exercisable at any time prior to its expiration date, or for one (1) year after the date of death, whichever period is shorter, by such persons that have acquired the Participant's rights under the Option by will or by the laws of descent and distribution. In the event a Participant ceases to be a Director by reason of his Disability, the Option shall remain exercisable at any time prior to its expiration date, or for one (1) year after the Disability Date, whichever period is shorter, by the Participant or such person or persons as shall have been named as the Participant's legal representative or beneficiary. Options which vest pursuant to a Change in Control shall remain exercisable throughout their entire term. 6.9 PAYMENT. Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of any Option shall be payable to the Company in full either: (a) in cash or its equivalent, or (b) tendering previously acquired Shares having a Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares tendered upon Option exercise have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price), or (c) by a combination of (a) and (b). As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant's name, share certificates in an appropriate amount based upon the number of Shares purchased pursuant to the exercise of the Option. 6.10 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board shall impose such restrictions on any Shares acquired pursuant to the exercise of an Option under the Plan, as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the requirements of any Stock -6- 7 exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares; provided, however, that no such restriction shall be imposed if the restriction could result in the failure to comply with the "formula award" exception for grants of Awards to Directors, as set forth in Rule 16b-3(c)(ii)(A) of the Exchange Act. 6.11 NON-TRANSFERABILITY OF OPTIONS. No Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant. ARTICLE 7. CHANGE IN CONTROL Notwithstanding the provisions of Section 6.7 herein, in the event of a Change of Control during the term of one or more Options, each such Option which is outstanding as of the effective date of the Change of Control shall, effective as of the effective date of such Change of Control, become exercisable with respect to all unexercised Shares thereunder for the remainder of its term. ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION 8.1 AMENDMENT, MODIFICATION AND TERMINATION. Subject to the terms set forth in this Section 8.1, the Board may terminate, amend, or modify the Plan at any time and from time to time; provided, however, that the provisions set forth in the Plan regarding the amount of securities to be awarded to Directors, the price of securities awarded to Directors, and the timing of awards to Directors, may not be amended more than once within any six (6) month period, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974 as amended from time to time, or the rules thereunder. Without the approval of the shareholders of the Company (as may be required by the Code, by the insider trading rules of Section 16 of the Exchange Act, by any national securities exchange or system on which the Shares are then listed or reported, or by a regulatory body having jurisdiction with respect thereto) no such termination, amendment, or modification may: (a) Increase the total number or value of Shares which may be available for grants of Awards under the Plan, except as provided in Section 4.3 herein; or (b) Change the designation of the class of Participants eligible to participate in the Plan; or (c) Materially increase the cost of the Plan, or materially increase the benefits accruing to Participants. -7- 8 8.2 AWARDS PREVIOUSLY GRANTED. Unless required by law, no termination, amendment, or modification of the Plan shall in any manner adversely affect any Award previously granted under the Plan, without the written consent of the Participant holding the Award. ARTICLE 9. MISCELLANEOUS 9.1 GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 9.2 SEVERABILITY. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 9.3 BENEFICIARY DESIGNATION. Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) who may exercise the Participant's vested Options following his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Board, and will be effective only when filed by the Participant in writing with the Board during his or her lifetime. In the absence of any such designation, at the Participant's death (and, subject to the terms and provisions of the Plan) any unexercised vested Options may be exercised by the administrator or executor of the Participant's estate. 9.4 NO RIGHT OF NOMINATION. Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company's shareholders. 9.5 SHARES AVAILABLE. The Shares made available pursuant to Awards under the Plan may be either authorized but unissued Shares, or Shares which have been or may be reacquired by the Company, as determined from time to time by the Board. 9.6 ADDITIONAL COMPENSATION. Shares granted under the Plan shall be in addition to any annual retainer, attendance fees, or other compensation payable to each Participant as a result of his or her service on the Board. 9.7 LIQUIDATION, MERGER, ETC. In the event the Company shall liquidate or dissolve, each Option outstanding under this Plan shall thereupon terminate, provided that such Options shall vest completely and become fully exercisable for a period of at least twenty days prior to such liquidation. In the event of a consolidation, merger or other corporate reorganization in which the Company is not the surviving corpora- -8- 9 tion, each Option outstanding under this Plan shall thereupon terminate, provided that at least twenty days prior to the effective date of such consolidation, merger or other corporate reorganization, the Board of Directors of the Company shall do one of the following: (i) make such options immediately and full exercisable, (ii) arrange to have the surviving or consolidated corporation grant replacement options to the holders of such outstanding options, (iii) pay in cash the difference between the Option Price and the consideration receivable in the transaction by the holder of the number of shares of common stock equal to the number of shares subject to the Option. 9.8 REQUIREMENTS OF LAW. The granting of Awards under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 9.9 GOVERNING LAW. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Ohio. -9- EX-5.1 4 EXHIBIT 5.1 1 EXHIBIT 5.1 [Black, McCuskey, Souers & Arbaugh letterhead] September 14, 1995 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 1,190,000 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 Stock Option Plan and the Belden & Blake Corporation Non-Employee Director Stock Option Plan (collectively, the Plans). 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 Plans 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 which includes 12,000,000 shares of Common Stock. 2. The Company has full right, power and authority to grant stock options under the Plans covering an aggregate of up to 1,190,000 shares of Common Stock, and, when granted in accordance with the terms of the Plans, such options will be valid and binding obligations of the Company. 2 Belden & Blake Corporation September 14, 1995 Page 2 3. The Shares to be issued and sold upon the exercise of stock options granted and to be granted under the Plans have been duly authorized and, when issued and sold upon payment of the option exercise price, 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 5 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 Belden & Blake Corporation Stock Option Plan and Non-Employee Director Stock Option Plan of our report dated March 7, 1995, with respect ot the consolidated financial statements of Belden & Blake Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 1994 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Cleveland, Ohio September 15, 1995