-----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, J7E1tJmPhmngBhPFlOHMHJUq2BJNL1UpQ15f/FQ53XDCEByhRMmYKt1bdo5M4iog vlRYUSW63ANJdjx6YnzAuQ== 0001140361-08-008947.txt : 20080404 0001140361-08-008947.hdr.sgml : 20080404 20080404151545 ACCESSION NUMBER: 0001140361-08-008947 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080404 FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2461 S. CLARK ST. STREET 2: SUITE 630 CITY: ARLINGTON STATE: VA ZIP: 22202 BUSINESS PHONE: 2035980397 MAIL ADDRESS: STREET 1: 2461 S. CLARK ST. STREET 2: SUITE 630 CITY: ARLINGTON STATE: VA ZIP: 22202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARROLL WALLACE E JR CENTRAL INDEX KEY: 0001192888 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 08740295 BUSINESS ADDRESS: BUSINESS PHONE: 3036888800 MAIL ADDRESS: STREET 1: 7505 VILLAGE SQUARE DR STE 200 CITY: CASTLE ROCK STATE: CO ZIP: 80108 4 1 doc1.xml FORM 4 X0202 4 2008-04-04 0 0000054681 KATY INDUSTRIES INC KATY 0001192888 CARROLL WALLACE E JR 2461 SOUTH CLARK STREET SUITE 630 ARLINGTON VA 22202 1 0 1 0 Common Stock 2071036 I See Notes Common Stock 8729 I By Spouse Common Stock 804635 I See Notes Common Stock 171839 D Common Stock 32910 I See Notes Common Stock 2007-08-27 2007-08-30 4 S 0 2106 1.60 D 2106 I See Note 3 Common Stock 2008-03-31 2008-04-03 4 S 0 2106 1.01 D 0 I See Note 3 Stock Appreciation Right 1.10 2007-05-31 2017-05-31 Common Stock 4000 4000 D Option to purchase Common Stock 3.69 2005-05-26 2015-05-26 Common Stock 23000 23000 D The Reporting Person or members of his immediate family are beneficiaries of the Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '58 Trust"), the Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. (the "WEC Jr. '62 Trust") and the Family Grandchildren Trust U/A dated 9/29/90 F/B/O the descendents of Wallace E. Carroll, Jr. (the "Family Trust") (collectively, the ?WEC Trusts?). The WEC Jr. '58 Trust, the WEC Jr. '62 Trust and the Family Trust directly beneficially own 603,000, 194,693 and 6,942 shares of the Issuer's outstanding common stock, respectively, for an aggregate of 804,635 shares (the ?Trust Shares?). The Reporting Person may be deemed to have an indirect pecuniary interest in the Trust Shares to the extent that he and/or the members of his immediate family living in the same household are beneficiaries of the WEC Trusts. CRL, Inc. ("CRL") directly beneficially owns 2,071,036 shares of the Issuer's outstanding common stock (the ?CRL Shares?) after giving effect to the transaction reported herein. As stockholders of CRL, the WEC Jr. '58 Trust and the Reporting Person may be deemed to indirectly beneficially own such Shares. The Reporting Person may be deemed to have an indirect pecuniary interest in the shares indirectly beneficially owned by the WEC Jr. '58 Trust through CRL to the extent that he and/or the members of his immediate family living in the same household are beneficiaries of that trust and as a stockholder of CRL. Common stock was held by the Katy Industries, Inc. Directors' Deferred Compensation Plan in a Rabbi Trust arrangement. 2,106 shares were held for the benefit of the Reporting Person, and 2,106 shares were held for the benefit of his spouse. Both the Reporting Person and his spouse received a distribution of their accounts. As a stockholder of CRL, the Reporting Person may be deemed to have an indirect pecuniary interest in the CRL Shares (see Note 2). Members of the Reporting Person?s immediate family are beneficiaries of the WEC Trusts (see Note 1). The Reporting Person may be deemed to have an indirect pecuniary interest in the Trust Shares to the extent that members of her immediate family living in the same household are beneficiaries of the WEC Trusts. The Reporting Person may be deemed to have an indirect pecuniary interest in the CRL Shares to the extent that members of his immediate family living in the same household own CRL shares and are beneficiaries of the WEC Jr. '58 Trust (see Note 2). The exercisable date, conversion price and expiration date on the stock options represent information from the most recent grant, 5/26/05. The Reporting Person has received stock options from 1998 through 2005 with conversion prices ranging from $3.11 through $18.125. The Reporting Person is a trustee of the Wallace Foundation which holds 32,910 shares. The exercisable date, conversion price and expiration date on the stock appreciation rights represent information from the most recent grant, 5/31/07. The Reporting Person has received stock appreciation rights in 2006 and 2007 with conversion prices ranging from $1.10 to $2.08. /s/ Philip D. Reinkemeyer as attorney-in-fact for Wallace E. Carroll, Jr. 2008-04-04 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document
Know all by these presents that the undersigned hereby constitutes and appoints each of Amir Rosenthal and Philip Reinkemeyer, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Katy Industries, Inc. (the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 and 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)   take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact, on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of June 2006.


/s/ Wallace E. Carroll, Jr.
Signature

6/2/06
Date

Wallace E. Carroll, Jr.
Print Name
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