-----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, U9YLtWA5VA6r/BjmYQfhcZkqhpuS6lvAYEs+QDKTDcZ/Q9zOA2vweMxLEaVm+fEQ qtdRQ9HkAyhPwVK2EbZSxw== 0000034285-00-000008.txt : 20000515 0000034285-00-000008.hdr.sgml : 20000515 ACCESSION NUMBER: 0000034285-00-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000512 EFFECTIVENESS DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIABILITY INC CENTRAL INDEX KEY: 0000034285 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 750868913 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36886 FILM NUMBER: 628831 BUSINESS ADDRESS: STREET 1: 16400 PARK ROW STREET 2: P O BOX 218370 CITY: HOUSTON STATE: TX ZIP: 77218 BUSINESS PHONE: 2814920550 FORMER COMPANY: FORMER CONFORMED NAME: FAIRLANE INDUSTRIES INC DATE OF NAME CHANGE: 19800519 S-8 1 FORM S-8 FOR OPTION PLAN As filed with the Securities and Exchange Commission on May 12, 2000. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RELIABILITY INCORPORATED (Exact name of registrant as specified in its charter) Texas 75-0868913 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16400 Park Row, Houston, Texas Post Office Box 218370 77218-8370 (Address of Principal Executive Offices) (Zip Code) RELIABILITY INCORPORATED AMENDED AND RESTATED 1997 STOCK OPTION PLAN (Full title of the plan) Max T. Langley 16400 Park Row Houston, Texas 77084 (Name and address of agent for service) (281) 492-0550 (Telephone number, including area code, of agent for service) 1 Copy to: WINSTEAD SECHREST & MINICK P.C. 910 Travis, Suite 2400 Houston, Texas 77002 Attn: Gail J. McDonald (713) 650-2744 Calculation of Registration Fee Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered(1) offering aggregate fee registered price per offering share(2) price(2) Common 500,000 $4.289 $2,144,500.00 $566.15 Stock shares(3) (1) In the event of a stock dividend, stock split or similar transaction involving the Common Stock of the Company, in order to prevent dilution, the number of shares of Common Stock registered hereby shall be automatically increased to cover additional shares of Common Stock in accordance with Rule 416 of the Securities Act of 1933, as amended. (2) Computed pursuant to Rule 457(h) and (c) based on the average of the high and low reported sales prices on May 8, 2000. (3) These shares represent the additional shares which were added to the Plan pursuant to an amendment which was adopted by the Company's shareholders on April 26, 2000. 2 REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 500,000 shares of common stock of Reliability Incorporated (the "Company"), no par value per share (the "Common Stock"), pursuant to an amendment to the Company's 1997 Stock Option Plan (the "Plan"). The Company previously registered 1,000,000 shares (as a result of a 2 for 1 stock split) of Common Stock for issuance pursuant to the Plan. The contents of the Registration Statement on Form S-8 (No. 333-26659) previously filed with the Securities and Exchange Commission ("Commission") on May 8, 1997, relating to the previous registration of shares are incorporated herein by reference. Item 3. Incorporation of Documents by Reference. The following documents, and all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 0-7092); (b) The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (File No. 0-7092); (c) The Company's Current Report on Form 8-K dated February 15, 2000 (File No. 0-7092); and (d) Description of Capital Stock in the Company's Pre-Effective Amendment No. 1 to Form S-1 Registration Statement (File No. 33- 63651, Filed October 27, 1995), describing the Company's Common Stock. Item 8. Exhibits Exhibit Number and Description (4) Instruments defining the rights of security holders, including indentures 4.1 Specimen Stock Certificate. Reference is made to Exhibit 4.1 to the Company's Registration Statement Form S-8, filed on May 8, 1997, Registration No. 333-26659. 4.2 Loan Agreement, dated as of July 1, 1995, between Reliability Incorporated and First Interstate Bank of Texas, N.A. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated March 11, 1997, File No. 0-7092. 4.3 First Amendment to Loan Agreement, dated as of March 10, 1997, between Reliability Incorporated and Wells Fargo Bank (Texas) National Association. Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, dated March 11, 1997, File No. 0-7092. 3 (5) Opinion re legality 5.1 Opinion of Winstead, Sechrest & Minick P.C. (10) Material Contracts 10.1 Reliability Incorporated Amended and Restated 1997 Stock Option Plan. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 0-7092. (23) Consents of experts and counsel 23.1 Consent of Winstead Sechrest & Minick P.C. (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Ernst & Young LLP (24) Power of attorney (included on the signature page hereof) 4 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 May 12, 2000. RELIABILITY INCORPORATED By: /s/ Larry Edwards Larry Edwards, President and Chief Executive Officer 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Larry Edwards, his true and lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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. Signature Title Date /s/ Larry Edwards Chairman of the Board of May 12, 2000 Larry Edwards Directors, President and Chief Executive Officer (Principal Executive Officer) /s/ Max T. Langley Senior Vice President and Chief May 12, 2000 Financial Officer (Principal Financial and Accounting Officer) /s/ W. L. Hampton Director May 12, 2000 W. L. Hampton /s/ John R. Howard Director May 12, 2000 John R. Howard /s/ Thomas L. Langford Director May 12, 2000 Thomas L. Langford /s/ Philip Uhrhan Director May 12, 2000 Philip Uhrhan 6 Exhibit List Exhibit (4) Instruments defining the rights of security holders, including indentures 4.1 Specimen Stock Certificate.* 4.2 Loan Agreement, dated as of July 1, 1995, between Reliability Incorporated and First Interstate Bank of Texas, N.A. * 4.3 First Amendment to Loan Agreement, dated as of March 10, 1997, between Reliability Incorporated and Wells Fargo Bank (Texas) National Association. * (5) Opinion re legality 5.1 Opinion of Winstead Sechrest & Minick P.C. (10) Material Contracts 10.1 Reliability Incorporated Amended and Restated 1997 Stock Option Plan.* (23) Consents of experts and counsel 23.1 Consent of Winstead Sechrest & Minick P.C. (included in its opinion filed as Exhibit 5.1) 23.2 Consent of Ernst & Young LLP (24) Power of attorney (included on the signature page hereof) * incorporated by reference 7 S8May2k.doc EX-5.1 2 OPINION OF WINSTEAD SECHREST RELIABILITY INCORPORATED Exhibit 5.1 OPINION OF WINSTEAD SECHREST & MINICK PC Winstead, Sechrest & Minick A Professional Corporation/Attorneys & Counselors Suite 2400 910 Travis Street Houston, Texas 77002-5895 713-650-8400 fax 713-650-2400 May 10, 2000 Reliability Incorporated 16400 Park Row Houston, Texas 77084 Re: Registration of 500,000 shares of Common Stock of Reliability Incorporated pursuant to the Reliability Incorporated Amended and Restated 1997 Stock Option Plan Gentlemen: We have acted as legal counsel for Reliability Incorporated, a Texas corporation ("Company"), in connection with the offer to certain of the directors, officers and key employees of the Company and its subsidiaries of up to 500,000 additional shares of the Company's common stock, no par value per share ("Common Stock"), issuable pursuant to the Reliability Incorporated Amended and Restated 1997 Stock Option Plan (the "Plan"). We have made such inquiries and examined such documents as we have considered necessary or appropriate for the purposes of giving the opinion hereinafter set forth, including the examination of executed or conformed counterparts, or copies certified or otherwise proved to our satisfaction of the following: (i) the Articles of Incorporation, as amended, of the Company as filed with the Secretary of State of Texas; RELIABILITY INCORPORATED Exhibit 5.1 OPINION OF WINSTEAD SECHREST & MINICK PC (ii) the Bylaws of the Company as of the date of this opinion; (iii) the Company's Registration Statement on Form S-8, covering Common Stock issuable pursuant to the Plan, to be filed with the Securities and Exchange Commission on May 12, 2000 ("Registration Statement"); (iv) the Plan; (v) resolutions of the Board of Directors and shareholders approving the amendment to the Plan and the registration of the additional shares; (vi) such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate for the purpose of this opinion. We have assumed the genuineness and authenticity of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the due authorization, execution, delivery or recordation of all documents where due authorization, execution or recordation are prerequisites to the effectiveness thereof. Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that: The Common Stock covered by the Registration Statement has been duly authorized and when issued and sold in accordance with the Plan will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Winstead, Sechrest & Minick P.C. WINSTEAD SECHREST & MINICK P.C. S8x512k EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS RELIABILITY INCORPORATED Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Reliability Incorporated Amended and Restated 1997 Stock Option Plan of our report dated January 28, 2000, with respect to the consolidated financial statements and schedule of Reliability Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. BY/s/ERNST & YOUNG LLP Houston, Texas May 9, 2000 S8x23.2 -----END PRIVACY-ENHANCED MESSAGE-----