-----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, DWp1IHsSQ7mMoMrFk2t5T6gEu8vgukjUtFANtUbxSBL9k84KIAU7TrdyB/kqpug7 sEPxolWJWSNXOui+r21Xng== 0000950129-95-001286.txt : 19951003 0000950129-95-001286.hdr.sgml : 19951003 ACCESSION NUMBER: 0000950129-95-001286 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950929 EFFECTIVENESS DATE: 19951018 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANIEL INDUSTRIES INC CENTRAL INDEX KEY: 0000026821 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 741547355 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63063 FILM NUMBER: 95577464 BUSINESS ADDRESS: STREET 1: 9753 PINE LAKE DR CITY: HOUSTON STATE: TX ZIP: 77055 BUSINESS PHONE: 7134676000 MAIL ADDRESS: STREET 1: 9753 PINE LAKE DRIVE STREET 2: WINDSOR HOUSE 50 VICTORIA ST CITY: HOUSTON STATE: TX ZIP: 77055 S-8 1 DANIEL INDUSTRIES, INC. FORM S-8 1 As filed with the Securities and Exchange Commission on September 29, 1995 ================================================================================ REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ DANIEL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 74-1547355 (State or other jurisdiction of incorporation (I.R.S Employer or organization) Identification No.) 9753 PINE LAKE DRIVE, HOUSTON, TEXAS 77055 (Address of Principal Executive Offices) (Zip Code) 1977 STOCK OPTION PLAN OF DANIEL INDUSTRIES, INC. (Full title of the plan) THOMAS L. SIVAK DANIEL INDUSTRIES, INC. 9753 PINE LAKE DRIVE HOUSTON, TEXAS 77055 (Name and address of agent for service) (713) 467-6000 (Telephone number, including area code, of agent for service) ------------------------ Copies to: GREGORY J. SERGESKETTER FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 ------------------------ CALCULATION OF REGISTRATION FEE
======================================================================================================================== Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered share (1) price (1) registration fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $1.25 par value (2) 650,000 shares (1)(3) $14.875(4) $9,668,750(4) $3,334.05 ========================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the operation of the anti-dilution provisions of the Plan. (2) Includes the preferred stock purchase rights associated with the Common Stock. (3) Pursuant to Rule 429, the prospectus related to this registration statement also relates to the registration statement on Form S-8 (No. 2-65288), which also registered shares of Common Stock to be issued upon the exercise of options granted under the Plan. (4) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating the registration fee and based upon the average of the high and low price of a share of Common Stock on the New York Stock Exchange consolidated reporting system on September 27, 1995, which was $14.875. This Registration Statement shall become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 and Rule 462 promulgated thereunder. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The registration statement on Form S-8 (No. 2-65288), which also registered shares of Common Stock to be issued upon the exercise of options granted under the Plan, is incorporated herein by reference. In addition, the following documents, which have been filed by Daniel Industries, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission"), are incorporated by reference into this Registration Statement. 1. Item 14(b) on page 22 of the Annual Report of the Company on Form 10-K for the fiscal year ended September 30, 1990 filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. Annual Report of the Company on Form 10-K for the fiscal year ended September 30, 1994, filed by the Company under the Exchange Act.. 3. Quarterly Report of the Company on Form 10-Q for the quarter ended December 31, 1994, filed by the Company under the Exchange Act. 4. Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 1995, filed by the Company under the Exchange Act. 5. Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 1995, filed by the Company under the Exchange Act. 6. The "Description of Common Stock and Rights" contained in the Company's Registration Statement on Form S-3 (Registration No. 33-40160). 7. Current Report of the Company on Form 8-K (File No. 1-6098, February 9, 1995). All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Item 5. Interest of Counsel. Thomas L. Sivak is an Executive Officer of and General Counsel to the Company. Item 8. Exhibits. 5.1 -- Opinion of Thomas L. Sivak, General Counsel to the Company 23.1 -- Consent of Price Waterhouse LLP 23.2 -- Consent of Thomas L. Sivak, General Counsel to the Company (contained in Exhibit 5.1) 24.1 -- Power of Attorney (contained on page II-2 hereof) II-1 3 SIGNATURES 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 Houston, State of Texas, on September 18, 1995. DANIEL INDUSTRIES, INC. (Registrant) By: /s/ MICHAEL R. YELLIN ------------------------------- (Michael R. Yellin) Vice President, Secretary and Treasurer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. A. Griffin, III and Michael R. Yellin, and each of them, either one of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution , for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, 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 and agents, and each of them, or the substitute or substitutes of any or all of them, 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.
Name Title Date ----------------------------------------- -------------------------------------- ----------------------- /s/ RICHARD L. O'SHIELDS Chairman of the Board of Directors September 18, 1995 ----------------------------------------- (Richard L. O'Shields) /s/ W. A. GRIFFIN, III Director, President and September 18, 1995 ----------------------------------------- Chief Executive Officer (W. A. Griffin, III)
II-2 4 Vice President-Finance September 18, 1995 /s/ HENRY G. SCHOPFER, III (Principal Financial Officer) ----------------------------------------- (Henry G. Schopfer, III) /s/ MARY BESHEARS Controller September 18, 1995 ----------------------------------------- (Mary Beshears) /s/ RALPH H. CLEMONS, JR. Director September 18, 1995 ----------------------------------------- (Ralph H. Clemons, Jr.) /s/ GIBSON GAYLE, JR. Director September 18, 1995 ----------------------------------------- (Gibson Gayle, Jr.) /s/ RONALD C. LASSITER Director September 18, 1995 ----------------------------------------- (Ronald C. Lassiter) /s/ LEO E. LINBECK, JR. Director September 18, 1995 ----------------------------------------- (Leo E. Linbeck, Jr.) /s/ WILLIAM C. MORRIS Director September 18, 1995 ----------------------------------------- (William C. Morris) /s/ W. A. GRIFFIN Director September 18, 1995 ----------------------------------------- (W. A. Griffin) /s/ BRIAN E. O'NEILL Director September 18, 1995 ----------------------------------------- (Brian E. O'Neill)
II-3 5 INDEX TO EXHIBITS
Exhibit Number Description ------ ----------- 5.1 Opinion of Thomas L. Sivak, General Counsel to the Company 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Thomas L. Sivak, General Counsel to the Company (contained in Exhibit 5.1) 24.1 Power of Attorney (contained on page II-2 hereof)
EX-5.1 2 OPINION OF THOMAS L. SIVAK, GENERAL COUNSEL 1 EXHIBIT 5.1 2 [DANIEL INDUSTRIES, INC. LETTERHEAD] September 18, 1995 Daniel Industries, Inc. 9753 Pine Lake Drive Houston, Texas 77055 Attention: Michael R. Yellin Gentlemen: I have acted on behalf of Daniel Industries, Inc., a Delaware corporation (the "Company"), as Counsel, in connection with the registration under the Securities Act of 1933 as amended, of 650,000 shares of the Company's Common Stock, $1.25 par value (the "Shares"), and 650,000 preferred share purchase rights of the Company issuable in connection with the issuance of the Shares (the "Rights"), to be issued upon the terms and subject to the conditions set forth in the Company's 1977 Stock Option Plan (the "Plan"). In connection therewith, I have examined either the original or copies of the Certificate of Incorporation of the Company, its Bylaws, the Rights Agreement dated as of May 31, 1990 between the Company and Wachovia Bank and Trust Company, N.A., as Rights Agent, the Plan, the records of relevant corporate proceedings with respect to the issuance of the Shares and the Rights and such other documents and instruments I have deemed necessary or appropriate for the expression of the opinions contained herein. Based on the foregoing and having regard for such other legal considerations I have deemed relevant, I am of the opinion that: (i) the Shares have been duly authorized, and when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable and (ii) the Rights have been duly authorized and, when the Shares have been issued in accordance with the terms of the Plan, will be validly issued. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ THOMAS L. SIVAK - ------------------------------ Thomas L. Sivak EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 14, 1994, appearing on page 18 of Daniel Industries, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1994. /S/ PRICE WATERHOUSE LLP - --------------------------- PRICE WATERHOUSE LLP Houston, Texas September 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----