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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BELDEN & BLAKE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-1686642
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
5200 Stoneham Road, North Canton, Ohio 44720
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(Address of Principal Executive Offices) (Zip Code)
BELDEN & BLAKE CORPORATION
Stock Option Plan
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Non-Employee Director Stock Option Plan
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(Full title of the Plan)
Joseph M. Vitale
Senior Vice President Legal
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720
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(Name and address of agent for service)
(216) 499-1660
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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
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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).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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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
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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-
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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
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Exhibit No. Description of Document
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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
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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;
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(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.
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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
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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
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/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
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---------------------------------- 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
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EXHIBIT INDEX
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Exhibit No. Description of Document Located in
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Numbered Copy
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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)
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