-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, le3qvQXH2SgHwq9JD/X1gofTFWm1AGbWfNjLJZD5TYS7ybRT/hfbwIGfUlvBNUxA 5OdV9HkwfNw95nafB1KeeA== 0000950134-94-001147.txt : 19940929 0000950134-94-001147.hdr.sgml : 19940929 ACCESSION NUMBER: 0000950134-94-001147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940928 EFFECTIVENESS DATE: 19941017 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: 3559 IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55647 FILM NUMBER: 94550706 BUSINESS ADDRESS: STREET 1: 853 DUNDEE AVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 7086978900 MAIL ADDRESS: STREET 1: 853 DUNDEE AVE CITY: ELGIN STATE: IL ZIP: 60120 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on September 28, 1994 Registration No. 33-___________ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KATY INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1277589 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number)
6300 S. SYRACUSE WAY, SUITE 300 ENGLEWOOD, COLORADO 80111 (Address of Principal Executive Offices)(Zip Code) KATY INDUSTRIES, INC. 1994 KEY EMPLOYEE AND DIRECTOR STOCK PURCHASE PLAN (Full title of the plan) JOHN R. PRANN, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER 6300 S. SYRACUSE WAY, SUITE 300 ENGLEWOOD, COLORADO 80111 TELEPHONE: (303) 290-9300 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: Bruce L. Rogers, Esq. Kirkland & Ellis 1999 Broadway, Suite 4000 Denver, Colorado 80202 CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered price per share(1) aggregate offering price(1) registration fee(2) Common Stock, par value $1.00 per share 75,000 $9.875 $740,625 $256
(1) Calculated pursuant to Rule 457(h), based on an assumed price of $9.875 per share, which represents the average of the high and low prices of such securities reported in the consolidated reporting system on September 23, 1994. (2) Registration fee is calculated on the basis of 1/29 of 1% of the proposed maximum aggregate offering price of $740,625. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIREMENT IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission are incorporated herein by reference: (a) The Annual Report on Form 10-K of Katy Industries, Inc. (the "Registrant") for the year ended December 31, 1993, filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Registrant document referred to in (a) above. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities then offered hereby have been sold or which deregisters all securities then 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 reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. - 1 - 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the General Corporation Law of the State of Delaware permits a Delaware corporation to limit the personal liability of its directors in accordance with the provisions set forth therein. The Amended and Restated Certificate of Incorporation of the Registrant provides that the personal liability of its directors shall be limited to the fullest extent permitted by applicable law. Section 145 of the General Corporation Law of the State of Delaware contains provisions permitting Delaware corporations to indemnify directors, officers, employees or agents against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is a director, officer, employee or agent of the corporation provided that (i) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interest and (ii) in the case of a criminal proceeding such person had no reasonable cause to believe his or her conduct was unlawful. In the case of actions or suits by or in the right of the corporation, no indemnification shall be made in a case in which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses. Indemnification as described above shall only be granted in a specific case upon a determination that indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct. Such determination shall be made (a) by a majority of a quorum of directors who were not parties to such proceeding, (b) if such quorum cannot be obtained or if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the stockholders of the corporation. The Amended and Restated Certificate of Incorporation and the By-Laws of the Registrant provide for indemnification of its directors and officers to the fullest extent permitted by applicable law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. - 2 - 4 ITEM 8. EXHIBITS. Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this Registration Statement. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or 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; (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 the undertakings set forth in paragraphs (i) and (ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. - 3 - 5 (b) The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as the indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. - 4 - 6 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 Denver, State of Colorado, on the 27th day of September, 1994. KATY INDUSTRIES, INC. By: /s/ JOHN R. PRANN, JR. John R. Prann, Jr., President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Prann, Jr. and Paul Kurowski, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and 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 or 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, or any of them, or their 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 on Form S-8 has been signed by the following persons in the capacities and as of the date indicated. - 5 - 7
Signature Title Date --------- ----- ---- /s/ PHILIP E. JOHNSON Chairman of the Board September 27, 1994 ------------------------------------------ Philip E. Johnson /s/ JOHN R. PRANN, JR. President, Chief Executive Officer September 27, 1994 ------------------------------------------ and Director John R. Prann, Jr. /s/ PAUL KUROWSKI Chief Financial Officer, Treasurer September 27, 1994 ------------------------------------------ and Secretary (Principal Financial Paul Kurowski and Accounting Officer) Director ------------------------------------------ Lelia Carroll Director ------------------------------------------ Lutz Raettig /s/ JACOB SALIBA Director September 27, 1994 ------------------------------------------ Jacob Saliba /s/ CHARLES W. SAHLMAN Director September 27, 1994 ------------------------------------------ Charles W. Sahlman Director ------------------------------------------ Wallace E. Carroll, Jr. /s/ ARTHUR R. MILLER Director September 27, 1994 ------------------------------------------ Arthur R. Miller /s/ WILLIAM F. ANDREWS Director September 27, 1994 ------------------------------------------ William F. Andrews Director ------------------------------------------ Denis H. Carroll /s/ WILLIAM H. MURPHY Director September 27, 1994 ------------------------------------------ William H. Murphy /s/ DANIEL B. CARROLL Director September 27, 1994 ------------------------------------------ Daniel B. Carroll
- 6 - 8 INDEX TO EXHIBITS
Exhibit Sequentially Number Description Numbered Page ------- ----------- ------------- 4.1 Katy Industries, Inc. 1994 Key Employee and Director Stock Purchase Plan 5.1 Opinion of Kirkland & Ellis 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Kirkland & Ellis - included in Exhibit 5.1 25.1 Powers of Attorney - included in Part II of Registration Statement
- 7 - EX-4.1 2 STOCK PURCHASE PLAN 1 EXHIBIT 4.1 KATY INDUSTRIES, INC. 1994 KEY EMPLOYEE AND DIRECTOR STOCK PURCHASE PLAN Section 1. Purpose The purpose of the Katy Industries, Inc. 1994 Key Employee and Director Stock Purchase Plan (the "Plan") is to establish an immediate stockholder perspective in key management employees and directors by their purchase of shares of Common Stock of Katy Industries, Inc. (the "Company") currently held in treasury by the Company and to secure for the Company and its stockholders the benefits of the incentive interest in the ownership of Common Stock by current and future key management employees and directors. Section 2. Definitions As used in this Plan the following words and terms shall have the respective meanings ascribed to them below: "Applicable Federal Short-Term Rate" means the applicable Federal short-term rate, compounded semi-annually, provided by the Internal Revenue Service on a monthly basis, as published in The Wall Street Journal. "Board of Directors" means the board of directors of Katy Industries, Inc. "Company" means Katy Industries, Inc. and any successor corporation. "Compensation Committee" means the compensation committee of the Board of Directors. "Loan" means the loan or loans made at any time and from time to time by the Company to a Participant to be used by the Participant for the sole purpose of enabling or assisting the Participant to purchase Shares from the Company pursuant to the Plan. "Market Value" means the weighted mathematical average for all Shares traded on the New York Stock Exchange for the five trading days immediately preceding the commencement of the Offering Period or the Repurchase Date, as the case may be. For the purpose of this definition, "trading day" means a day on which the New York Stock Exchange is open for business and on which Shares are traded. "Offering Period" means the period of sixty (60) days established by the Compensation Committee during which a Participant may apply for a Loan and elect to purchase a number of 2 Shares not to exceed the number designated as available to such Participant by the Compensation Committee. "Participant" means a person who is an employee, officer and/or director of a Participating Company and is designated by the Board of Directors as being eligible to participate in the Plan. "Participating Company" means with respect to each Participant, the Company and any subsidiary or affiliated company by which such Participant is regularly employed or serves as a director and which has been authorized by the Board of Directors as being entitled to participate in the Plan. A "subsidiary" is a company in which the Company directly or indirectly may exercise voting rights with respect to more than fifty percent (50%) of the issued and outstanding voting shares. An "affiliated company" is a company other than a subsidiary in which the Company directly or indirectly may exercise voting rights with respect to a substantial percentage of the issued and outstanding voting shares and is designated by the Board of Directors as an affiliated company. "Plan" means the Katy Industries, Inc. 1994 Key Employee and Director Stock Purchase Plan. "Prime Rate" means the rate quoted by Harris Trust and Savings Bank as its prime rate. "Repurchase Date" means the date on which the Company elects to repurchase Shares from a Participant pursuant to Section 6.05. "Shares" means the shares of the Company's Common Stock, par value $1.00 per share, and any shares or securities of the Company into which such Shares are changed, converted, subdivided or reclassified. Section 3. Eligibility The Board of Directors may, at any time and from time to time, designate those employees or directors of a Participating Company who are eligible to participate in the Plan. All directors of the Company, except those directors serving on the Board of Directors, shall be eligible to participate in the Plan. The Board of Directors shall designate the maximum number of Shares available for purchase by each Participant and the maximum Loan available to such Participant to assist such Participant in the purchase of Shares. The Compensation Committee shall determine the Offering Period during which Participants may elect to purchase Shares. Following the establishment of the Offering Period, each Participant shall be notified of their designation as a Participant, their respective maximum Shares available for purchase and maximum available Loan to such Participant and shall be notified of the Offering Period. Each Participant shall at the same time be furnished with a copy of this Plan, a prospectus - 2 - 3 relating to this Plan, a related election form, a form of promissory note and irrevocable stock power of attorney. Section 4. Participation 4.01 Participation in this Plan shall be entirely voluntary and any decision not to participate shall not affect a Participant's employment or service as a director with any Participating Company. During the Offering Period, a Participant may apply for a Loan up to the maximum amount determined by the Board of Directors pursuant to Section 3 hereof. In order to participate, a Participant shall sign and deliver to the Company, in the form prescribed by the Company, the following: (a) an election to participate in this Plan which shall contain a subscription for Shares, an application for a Loan and the agreement of such Participant accepting the terms of this Plan; and (b) a demand promissory note payable to the Company in the amount of the Loan; and (c) an irrevocable stock power of attorney. Section 5. Purchase of Shares and Pledge of Shares as Security 5.01 The amount of any Loan as determined by the Board of Directors shall be used for the purchase by the Participant of fully paid and non-assessable Shares from the Company currently held in treasury by the Company. 5.02 The price for which such Shares shall be purchased by the Participant shall be equal to sixty-five percent (65%) of the Market Value of the Shares as determined based upon the Offering Period established by the Compensation Committee. 5.03 All Shares purchased by a Participant pursuant to the provisions of this Section 5, shall be held by the Company for so long as any Loan of such Participant remains outstanding; provided, however, the certificates in respect of such Shares shall be registered in the name of the Participant and that such certificates may be released to a Participant upon written request in accordance with Section 7. 5.04 All Shares purchased by a Participant pursuant to the provisions of this Section 5, and the certificates representing such Shares (together with a stock power of attorney in blank to transfer the Shares signed by the Participant with a medallion signature guarantee) shall immediately be pledged with the Company as security for repayment of the Loan as provided in Section 6. 5.05 Notwithstanding the pledge of the Shares, the Participant shall be noted on the records of the transfer agent as a stockholder of the number of Shares subscribed for by such - 3 - 4 Participant and such Participant shall be entitled to receive all dividends or other distributions declared and paid thereon. Section 6. Repayment of Loans 6.01 All Loans shall be due and payable in full upon demand, or if no demand on the fifth anniversary of the date of the promissory note evidencing the Loan unless expressly extended by the Company. 6.02 Interest on the principal amount of any Loan from time to time outstanding during the year shall be due and payable semi-annually on June 30 and December 31 of each year. Each Loan shall initially bear interest at a rate per annum equal to the Applicable Federal Short-Term Rate, compounded semi-annually, in effect for the month in which the Loan is initially made. The interest rate shall be adjusted semi-annually on July 1 and January 1 to the Applicable Federal Short-Term Rate in effect for the months of July and January, respectively. Notwithstanding the foregoing, if a Participant ceases to be an employee or director of a Participating Company for any reason (other than death or disability), the interest rate shall increase to the Prime Rate as of such date plus one percent (1%), compounded semi-annually, payable semi-annually on June 30 and December 31 of each year. 6.03 A Participant shall be permitted to repay the balance of any Loan outstanding without notice, premium or penalty at any time. 6.04 In the event of the death of a Participant before repayment in full of the balance of any Loan, such Participant's legal representatives shall have the option to participate in the Plan in lieu of the Participant, provided notice of the intent to participate is given to the Company within six (6) months after the date of death of the Participant; otherwise the unpaid balance of such Loan shall become due and payable upon the expiration of such six (6) month period. 6.05 In the event of a failure by a Participant to repay all or any portion of the Loan upon demand or maturity pursuant to Section 6.01, the Company shall be entitled to repurchase such Shares at the Market Value determined as of the Repurchase Date or sell, on the Participant's behalf, in the open market and without further notice to the Participant, the Shares of the Participant pledged with the Company as security pursuant to Section 5 and the net proceeds shall be applied to payment of interest and principal then due and payable. The balance of the net proceeds in excess of the amount required to repay all outstanding Loans shall be paid promptly to the Participant. In the event the net proceeds received by the Company are not sufficient to repay all outstanding Loans of the Participant, the Participant shall pay to the Company the amount of any deficiency within thirty (30) days after the Company gives written notice of such deficiency to the Participant. - 4 - 5 Section 7. Delivery of Share Certificate The Participant shall be entitled, upon written request, to receive a share certificate for that whole number of Shares which represents the portion of Shares originally purchased with the proceeds of a Loan that repayments to the date of such written request bears to the full amount of such Loan, less Shares previously received pursuant to this Section 7. Upon repayment of the full amount of such Loan, plus interest, if any, accrued thereon, the Participant shall be entitled to receive a share certificate for the balance of the Shares of the Participant pledged with the Company as security pursuant to Section 5. Section 8. Accounts and Statements The Company shall maintain records indicating the number of Shares purchased on behalf of each Participant and the repayments made by each Participant in respect of each Loan granted to such Participant pursuant to the provisions of the Plan. The Company shall furnish annually to each Participant a statement indicating the number of Shares held by the Company on such Participant's behalf and the balance outstanding in respect of each Loan granted to such Participant. Ten (10) days prior to any interest payment date, the Company shall furnish to the Participant a calculation of the interest payment due on such date determined in accordance with Section 6.02. Each of such statements shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary shall have been received by the Company within thirty (30) days after the mailing of such statement to the Participant. Section 9. Maximum Share Limit The number of Shares reserved to be granted to Participants under the Plan shall be limited to seventy-five thousand (75,000) Shares held in treasury by the Company as of the date this Plan was approved by the Board of Directors; provided, however that appropriate adjustments shall be made, both in the number of Shares covered by individual grants and the total number of Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Company. The maximum number of Shares available for grants to all directors in the aggregate shall be limited to fifty-two thousand (52,000) Shares. Section 10. Participant's Rights Not Transferable Except as provided in Sections 6.04 and 6.05 hereof: (a) No right or interest of any Participant in any of the Shares shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner, but excluding by operation of the laws of descent and distribution, for a period of twenty-four (24) months from the date of purchase; and - 5 - 6 (b) Except as provided in Section 5 hereof, the Participant shall not charge, mortgage, hypothecate, pledge or otherwise encumber the Shares in respect of which the related Loan remains outstanding and which continue to be pledged with the Company as security for repayment of such Loan. Section 11. Legend Each Share purchased by a Participant shall be imprinted with the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE KATY INDUSTRIES, INC. 1994 KEY EMPLOYEE AND DIRECTOR STOCK PURCHASE PLAN AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY DESCRIBED IN SUCH PLAN." Section 12. No Right to Employment This Plan shall not give a Participant any right to be employed by, or to continue to be employed by, a Participating Company. Section 13. Administration, Amendments or Termination 13.01 The Board of Directors pursuant to Section 3 of this Plan shall designate eligible Participants, the number of Shares such Participant may purchase and the maximum Loan available to such Participant. All other aspects of this Plan, including the designation of the Offering Period, shall be administered by the Compensation Committee. The Compensation Committee shall have full and final discretion to interpret the provisions of this Plan. All decisions and interpretations made by the Compensation Committee shall be binding and conclusive upon the Participant and the Company. 13.02 From time to time the Board of Directors may amend or waive any provisions of this Plan but no amendment or waiver of this Plan or any termination of this Plan pursuant to Section 13.03 hereof shall adversely affect the rights of any Participant at the date of such amendment or waiver pursuant to the terms of this Plan; provided further that the Board of Directors may not, following initial stockholder approval of this Plan as described in Section 16, without further stockholder approval, amend this Plan to increase the number of Shares which may be issued under this Plan, including the maximum number of Shares available for purchase by directors, or remove the authority of the Compensation Committee. 13.03 Subject to Section 13.02 hereof, the Board of Directors may terminate this Plan at any time, the effect of such termination being that no further Shares may be issued under this Plan after such termination. - 6 - 7 Section 14. Notices Any notice, payment, request or demand (collectively, a "Notice") required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given if delivered, including by reputable courier, to the Company or to the Participant, as the case may be, or if sent by prepaid registered mail, addressed, in the case of any Notice to the Company, to the Corporate Secretary, Katy Industries, Inc., 6300 S. Syracuse Way, Suite 300, Englewood, Colorado 80111, and, in the case of a Participant at the address set forth in the election to participate as delivered to the Company; provided that the Company and/or the Participant may by Notice in writing change the address of the Company or the Participant to a different address stipulated in the Notice. Any Notice delivered by hand, including by reputable courier, shall be considered to have been effectively given on the date of delivery. Any Notice mailed as described in this Section 14 shall be deemed to have been given on the third business day following the date of such mailing. Section 15. Costs The Company shall pay all costs of administering the Plan. Section 16. Stockholder Approval This Plan shall be submitted for stockholder approval, by the affirmative vote of the holders of a majority of Shares present and entitled to vote, at the Company's 1995 Annual Meeting of Stockholders. Section 17. Applicable Law This Plan shall be governed by, administered and construed in accordance with the laws of the State of Delaware. - 7 - EX-5.1 3 OPINION OF KIRKLAND & ELLIS 1 KIRKLAND & ELLIS A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 1999 Broadway EXHIBIT 5.1 Denver, Colorado 80202 To Call Writer Direct: 303 291-3000 Facsimile: 303 291-3300 September 27, 1994 Katy Industries, Inc. 6300 S. Syracuse Way, Suite 300 Englewood, Colorado 80111 Re: Registration Statement on Form S-8 Gentlemen: We have acted as special counsel to Katy Industries, Inc., a Delaware corporation (the "Company") in connection with the preparation of the Form S-8 Registration Statement of the Company filed with the Securities and Exchange Commission (the "Registration Statement"), with respect to the registration of 75,000 shares of the Company's Common Stock, $1.00 par value per share (the "Shares") issuable pursuant to the Katy Industries, Inc. 1994 Key Employee and Director Stock Purchase Plan (the "Plan"). In connection with this opinion, we have made such inquiries, examined such documents and corporate records and relied upon such certificates of officers of the Company and public officials as we have considered necessary or appropriate for purposes of giving the opinions hereinafter set forth. We have assumed the genuineness and authenticity of all signatures on original documents, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. On the basis of the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act of 1933, as amended, the Shares being offered under the Plan have been duly authorized and, when duly issued in accordance with the Registration Statement and the terms of the Plan and any agreement, resolution or other instrument governing such issuance, the Shares so issued will be validly issued, fully paid and nonassessable. Chicago Los Angeles New York Washington D.C. 2 KIRKLAND & ELLIS Katy Industries, Inc. September 27, 1994 Page 2 We consent to the use of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ KIRKLAND & ELLIS EX-23.1 4 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of Katy Industries, Inc. of our reports dated March 1, 1994 (March 17, 1994 as to Note 15) appearing in the Annual Report on Form 10-K of Katy Industries, Inc. for the year ended December 31, 1993. DELOITTE & TOUCHE LLP Chicago, Illinois September 26, 1994 -----END PRIVACY-ENHANCED MESSAGE-----