-----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, Ru1dkkcTGDrwGniu+2TB/sypZAQ8Dti3TfQZb/1Va8ZQWIuZOS01Ds8KQ3t6qLuP 6EhBfDez/VEG+lis0cDNVg== 0001021408-98-000237.txt : 19980608 0001021408-98-000237.hdr.sgml : 19980608 ACCESSION NUMBER: 0001021408-98-000237 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980417 EFFECTIVENESS DATE: 19980417 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYDALL INC /DE/ CENTRAL INDEX KEY: 0000060977 STANDARD INDUSTRIAL CLASSIFICATION: 2200 IRS NUMBER: 060865505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08886 FILM NUMBER: 98596332 BUSINESS ADDRESS: STREET 1: ONE COLONIAL RD STREET 2: P O BOX 151 CITY: MANCHESTER STATE: CT ZIP: 06045-0151 BUSINESS PHONE: 2036461233 FORMER COMPANY: FORMER CONFORMED NAME: COLONIAL BOARD CO DATE OF NAME CHANGE: 19700115 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on April 17, 1998. Registration No. 33-93768 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LYDALL, INC. (Exact name of issuer as specified in its charter) Delaware 0865505 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Colonial Road Manchester, CT 06040 06040 (Address of Principal Executive Offices) (Zip Code) LYDALL, INC. 1992 STOCK INCENTIVE COMPENSATION PLAN (Full title of the plan) Mary Tremblay Counsel and Secretary Lydall, Inc. One Colonial Road Manchester, CT 06040 (860) 646-1233 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE ======================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share (2) Price(2) Fee(2) - - ---------------------------------------------------------------------------------------- Common Stock, $.10 par value per share 840,000 shares $18.00 $15,120,000.00 $4,460.40 ========================================================================================
(1) The registration statement also includes an indeterminable number of additional shares that may become issuable as a result of terminated, expired, forfeited or surrendered awards respecting Common Stock, or pursuant to the antidilution adjustment provisions of the plan. (2) In accordance with Rule 457 calculated on the basis of the average of the high and low prices for the Common Stock on the New York Stock Exchange on April 13, 1998. The Exhibit Index is located at page 4. Page 1 of 4 pages. INCORPORATION OF CONTENTS OF EARLIER REGISTRATION STATEMENT BY REFERENCE The purpose of this Post-Effective Amendment No. 1 is to register 840,000 additional shares of the Registrant's Common Stock, $.10 par value per share, in connection with the Registrant's 1992 Stock Incentive Compensation Plan. Pursuant to General Instruction E of Form S-8 the contents of the Registrant's Registration Statement (Registration No. 33-93768) on Form S-8 filed with the Commission on June 20, 1995, are incorporated herein by reference. -2- 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 or Amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Manchester, Connecticut, on April 17, 1998. LYDALL, INC. By: /s/ Leonard R. Jaskol ------------------------------ Leonard R. Jaskol Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or Amendment thereto has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Leonard R. Jaskol Chief Executive April 17, 1998 - - ----------------------------------- Leonard R. Jaskol Officer and Director (Principal Executive Officer) /s/ John E. Hanley Vice President - Finance April 17, 1998 - - ----------------------------------- John E. Hanley and Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ Mary Tremblay April 17, 1998 - - ----------------------------------- Mary Tremblay Attorney-in-fact for:
Lee A. Asseo Director Paul S. Buddenhagen Director Samuel P. Cooley Director W. Leslie Duffy Director (Constituting a majority of William P. Lyons Director the Board of Directors) Joel Schiavone Director Roger M. Widmann Director Albert E. Wolf Director -3- EXHIBIT INDEX No. Description -- ----------- 4.1 Amended and Restated Certificate of Incorporation of the Company* 4.2 By-laws of the Company* 4.3 Lydall, Inc. 1992 Stock Incentive Compensation Plan 5 Opinion of Murtha, Cullina, Richter and Pinney LLP 23.1 Consent of Coopers & Lybrand LLP 23.2 Consent of Murtha, Cullina, Richter and Pinney LLP contained in their opinion filed as Exhibit 5 24 Power of Attorney* * Previously filed. EX-4.3 2 LYDALL, INC 1992 STOCK INCENTIVE COMPENSATION PLAN EXHIBIT 4.3 LYDALL, INC. - - ------------------------------------------------------------------------------- 1992 Stock Incentive Compensation Plan Purpose. The purpose of the Plan is to further the growth and prosperity of the Company and its Subsidiaries through payment of incentive compensation in the form of Common Stock to officers, key employees and directors and by encouraging investment in the Company's Common Stock by officers, key employees and directors who are in a position to contribute materially to the Company's prosperity. Definitions. Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings set forth in this Section. "Annual Retainer" means the annual retainer payable to each Outside Director of the Company for each full year of service as such, the amount of which for purposes of this Plan may not be changed more often than once every twelve (12) months. "Award Period" means for each Restricted Stock Award, the period beginning with the date on which such Award is granted and ending on a date specified by the Committee at the time of the granting of such Award. In no event shall the Award Period be greater than ten (10) years. "Board of Directors" or "Board" means the Board of Directors of the Company. "Change in Control of the Company" means (i) an acquisition of the Company by means of a merger or consolidation or purchase of substantially all of its assets if and when incident thereto (a) the composition of the Board of Directors or its successor changes so that a majority of the Board is not comprised of individuals who were members of the Board immediately prior to such merger, consolidation or purchase of assets or (b) the stockholders of the Company acquire a right to receive, in exchange for or upon surrender of their stock, cash or other securities or a combination of the two, or (ii) the acquisition by a Person (as that term is hereafter defined) of the voting rights with respect to 25 percent or more of the outstanding Common Stock of the Company if such person was not an officer or director of the Company on May 13, 1992. "Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, related rules, regulations and interpretations. "Committee" means the committee of the Board of Directors that has been designated to administer the Plan. The Committee shall consist of not less than two members of the Board of Directors as so designated and appointed from time to time by the Board. To be eligible to serve as a member of the Committee, a director must qualify as (i) a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, and any successor to such rule, and (ii) an "Outside Director" within the meaning of Section 162(m) of the Code and any successor to such Section. "Common Stock" means the common stock of the Company with the par value set forth in the Certificate of Incorporation. "Company" means Lydall, Inc. "Director" means a member of the Board of Directors. A-1 "Fair Market Value" means the closing sale price per share on the New York Stock Exchange (or if not traded on the New York Stock Exchange, then on whatever national exchange the shares of the Common Stock of the Company are traded) on the day before the award date or on the day before the exercise date, as appropriate. If no trade occurred on the Exchange on the day before the award date or on the day before the exercise date, the closing sale price per share on the most recent date on which sales were reported will be substituted for the closing sale price on that day. "Incentive Award" means an Option, a Restricted Stock Award, a Stock Bonus Award, or a combination of them. "Incentive Stock Option" means an Option which meets the requirements of Section 422A of the Code. "Non-Qualified Option" means an Option not qualifying for Incentive Stock Option treatment under the Code. "Option" means a Non-Qualified Option or Incentive Stock Option. "Outside Director" means a member of the Board of Directors who, as of the close of business on the date of grant of any Incentive Award hereunder, is not an employee of the Company or any of its Subsidiaries. "Person" for purposes of the definition of "Change in Control of the Company," a "person" means an individual, corporation, trust or other legal or commercial entity and includes two or more persons acting as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, or disposing of securities of the Company. "Plan" means the Lydall, Inc. 1992 Stock Incentive Compensation Plan. "Restricted Stock Award" means the right to receive a specified number of shares of Common Stock in annual installments over a designated Award Period. "Stock Bonus Award" means an award of shares of Common Stock to an Outside Director pursuant to Section 6 or to an employee of the Company pursuant to Section 11 hereof. "Subsidiary" or "Subsidiaries" means a corporation or other form of business entity, more than 50 percent of the voting interest of which is owned or controlled, directly or indirectly, by the Company. Shares of Common Stock Subject to the Plan. Subject to the provisions of paragraph (c) of this Section 3 and Section 12, the total number of shares of Common Stock which may be issued or transferred under this Plan 1) upon exercise of Options; 2) when an Outside Director or an employee becomes entitled to receive shares of stock pursuant to a Stock Bonus Award; and 3) under the terms of a Restricted Stock Award, shall not exceed 2,420,000 shares. Shares to be issued or transferred under this Plan will be made available, at the discretion of the Board of Directors, either from authorized but unissued shares of Common Stock or from shares of Common Stock held by the Company as treasury shares, including shares purchased in the open market. If any share of Common Stock issuable or transferable under an Incentive Award is not issued or transferred and ceases to be issuable or transferable because (i) of the lapse, in whole or in part, of such Incentive Award; (ii) it is subject to the provisions of paragraph (b) of Section 9 or paragraph (d) A-2 of Section 10; or (iii) for any other reason, the shares not so issued or transferred shall no longer be charged against the limitation provided for in paragraph (a) of this Section 3 and may again be used for Incentive Awards. Administration of the Plan. The Plan shall be administered by the Committee. The Committee shall have authority, in its discretion and after receiving the recommendations of the Chairman of the Company, to determine the employees to whom Incentive Awards will be granted, the time or times at which Incentive Awards will be granted, and the number of shares to be subject to each Incentive Award. In making such determinations, the nature of the services rendered by the respective employees, their present and potential contributions to the Company's success and such other factors deemed to be relevant will be taken into account. Subject to the express provisions of the Plan, the Committee shall also have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Incentive Award Agreements (which need not be identical) including the determination of whether Options granted will be designated as Incentive Stock Options and to make all other determinations necessary or advisable for the administration of the Plan. The Committee will hold its meetings at such times and places as it may determine. A majority of its members will constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Participation. Except as set forth in Sections 6, 7 and 8 hereof, Incentive Awards may be granted to officers and other key employees of the Company and its Subsidiaries. From time to time the Chairman of the Company will determine and recommend to the Committee those officers and key employees of the Company and of its Subsidiaries who should be granted Incentive Awards, the type of Incentive Awards to be granted, and the number of shares subject to each Incentive Award; provided, however, that no person may be granted in any calendar year Incentive - - -------- ------- Awards covering more than 100,000 shares of Common Stock. The Committee shall approve or disapprove such recommendations. Incentive Awards may be granted in the following forms: a Restricted Stock Award, in accordance with Section 9, an Option, in accordance with Section 10, which may be designated as an Incentive Stock Option as that term is defined in Section 422A of the Code, a Stock Bonus Award, in accordance with Section 11, or a combination of the foregoing. Stock Bonus Awards to Outside Directors in Lieu of Annual Cash Retainers. On June 30 and December 31 of each year during the term of the Plan, each person then serving as an Outside Director of the Company shall be granted a Stock Bonus Award in respect of that number of whole shares of Common Stock obtained by dividing fifty percent (50%) of the Annual Retainer then in effect by the Fair Market Value of a share of Common Stock as the date of grant, in each case rounded upward to the nearest number of whole shares. The Stock Bonus Awards contemplated by this Section 6 shall be granted in lieu of any future cash payments to Outside Directors in respect of the Annual Retainer. A-3 Non-Qualified Option Awards to Directors in Lieu of Cash-Based Retirement Benefits. On December 31 of each year during the term of the Plan, each person then serving as an Outside Director and the Chairman of the Company shall be granted a Non-Qualified Option covering three hundred twenty-five (325) shares of Common Stock. The Non-Qualified Options contemplated by this Section 7 shall be granted in lieu of any future accruals under the Lydall, Inc. Board of Directors Deferred Compensation Plan. The purchase price of each share of Common Stock under a Non-Qualified Option granted under this Section 7 shall be the Fair Market Value of a share of Common Stock as of the date each such Non-Qualified Option is granted. Each Non-Qualified Option granted under this Section 7 shall become exercisable in three equal annual installments commencing as of the first anniversary of the date of grant and shall be exercisable until the earlier of ten (10) years from the date of grant or the expiration of the three (3) year period provided in paragraph (d) below. Whenever a recipient of Non-Qualified Options granted under this Section 7 ceases to be a Director of the Company for any reason whatsoever, all outstanding Non-Qualified Options granted under this Section 7 then held by such person shall continue to vest and be exercisable in whole or in part for a period of three (3) years from the date on which such person ceases to be a Director of the Company; provided, however, that, if the effective date of any such cessation of service occurs on or before March 31 of any given year, the Non-Qualified Option granted as of the previous December 31 (and only that Non- Qualified Option), if any, shall continue to vest and be exercisable in whole or in part until March 31 of the year that is three (3) years from the date on which such person ceases to be a Director of the Company; and provided further that, in no event, shall any such Non-Qualified Option be exercisable beyond the Ten (10) year term of the Option specified in paragraph (c) above. Except as set forth above, the terms and conditions of each Non-Qualified Stock Option granted under this Section 7 shall be as specified in Section 10 below. Additional Automatic Awards to Directors. On each of May 7, 1999 and May 7, 2002, each person then serving as a Director of the Company shall be granted a Non-Qualified Option covering the lesser of 9,000 shares of Common Stock or a number of shares of Common Stock having an aggregate Fair Market Value on the date of grant equal to $100,000. Each person who is first elected a Director of the Company after May 13, 1992 shall be granted, automatically upon such election, a Non-Qualified Option covering the lesser of 9,000 shares of Common Stock or a number of shares of Common Stock having an aggregate Fair Market Value on the date of grant equal to $100,000. The Non-Qualified Options contemplated by this Section 8 represent a continuation of the automatic awards on Non-Qualified Options to Directors approved by the stockholders of the Company at the 1992 Annual Meeting of Stockholders. The purchase price of each share of Common Stock under a Non-Qualified Option granted under this Section 8 shall be the Fair Market Value of a share of Common Stock as of the date each such Non-Qualified Option is granted. Each Non-Qualified Option granted under this Section 8 shall become excercisable in four equal annual installments commencing as of the first anniversary of the date of grant, provided the holder of such Non-Qualified Option is a Director or employee of the Company on such anniversary, and shall be excercisable until the earlier of ten (10) years from the date of grant or the expiration of the applicable period specified in paragraph (d) or (e) below. Each Non-Qualified Option granted under this Section 8 to an Outside Director of the Company shall terminate if and when the optionee shall cease to serve as a Director of the Company, except as follows: (i) If the optionee has continuously served as a Director of the Company for at least one year from the date of grant of a Non-Qualified Option and dies (x) while serving as a Director of the Company or (y) during any period after having ceased to be a Director when the Non- Qualified Option would otherwise be exercisable under subparagraph (ii) below, the Non-Qualified Option theretofore granted to him/her may be exercised by a representative of his/her estate provided that such Non- Qualified Option may be exercised only within six months after the date of death and prior to the expiration date specified in such Non-Qualified Option. (ii) If the optionee ceases for any reason (other than death) to be a Director of the Company subsequent to one year from the date of grant, such Non-Qualified Option may be exercised within three months from the date of such cessation and prior to the expiration date specified in such Non- Qualified Option. (iii) No Non-Qualified Option may be exercised for more than the number of shares for which the optionee might have exercised his/her Option at the time he/she ceased for any reason to be a Director of the Company. Each Non-Qualified Option granted under this Section 8 to a Director who is an employee of the Company shall terminate in accordance with Section 10(e) below. Except as set forth above, the terms and conditions of each Non-Qualified Stock Option granted under this Section 8 shall be as specified in Section 10 below. Restricted Stock Awards. An Incentive Award in the form of a Restricted Stock Award shall be subject to the following provisions: The restricted stock agreement shall specify (i) the number of shares of Common Stock to be transferred to the recipient over the Award Period and (ii) the times at which portions of those shares shall be transferred to the recipient. In no event may shares be transferred before one year after the date of the Award or later than ten years from such date, except, however, that for persons who are not officers of the Company, the Committee may waive any part of the one-year period after the date of the Award during which the shares may not be transferred. The Restricted Stock Award shall terminate if the holder, with or without cause, shall cease to be an employee of the Company or any of its Subsidiaries, and any installments of shares of Common Stock which have not yet become transferable to such holder shall be forfeited upon cessation of employment; provided, however, in the event that an employee's employment shall terminate as a result of death or disability, the foregoing provision of this subparagraph (b) shall not apply, and all shares of stock subject to Restricted Stock Awards shall immediately become vested. At the time an installment of shares of Common Stock is transferred to the holder of a Restricted Stock Award, an additional payment shall be made to such holder, either in cash or shares of Common Stock as the Committee shall determine in its sole discretion, in an amount equal to the cash dividends which would have been payable to the holder of the Restricted Stock Award in respect to the shares transferred to the holder at the time the Restricted Stock Award was granted. Each Restricted Stock Award shall be evidenced by a written instrument containing terms and conditions determined by the Committee consistent with the terms of the Plan. A-5 Options. An Incentive Award in the form of an Option shall be subject to the following provisions: At the time of grant, the Option shall specify (i) the number of shares of Common Stock which may be purchased by the recipient over the term of the Option; (ii) the times at which portions of such shares may be purchased by the recipient; and (iii) whether the Option is an Incentive Stock Option. No Option shall be deemed to be an Incentive Stock Option unless the Committee has so designated such Option and the Option states that it is an Incentive Stock Option. The purchase price of each share of Common Stock under each Option will be at least 100 percent of the Fair Market Value of a share of Common Stock at the time of grant. The Option must provide that it is not transferable and may be exercised solely by the person to whom granted except as provided in paragraph (e) of this Section 10 in the event of such person's death. Each Option granted to an employee will be subject to the condition that it may be exercised only if the optionee remains in the employ of the Company and/or a Subsidiary for at least one year after the date of the granting of the Option. An Option may be exercised at the times and in the amounts determined by the Committee. In no event, however, shall an Option be exercisable after ten years from the granting of the Option. An Option granted to an employee shall terminate if and when the optionee shall cease to be an employee of the Company and its Subsidiaries, except as follows: If an optionee who has been continuously employed by the Company or any of its Subsidiaries for at least one year from the date of grant of an Option dies (x) while employed by the Company or a Subsidiary, or (y) during any period after retirement or the termination of his/her employment when the Option would otherwise be exercisable under subparagraph (ii) below, the Option theretofore granted to him/her may be exercised (x) by the beneficiary designated pursuant to paragraph (g) of Section 13 or (y) in the absence of such designation, or if no such beneficiary survives the optionee, by a representative of such optionee's estate, provided that such Option may be exercised only within six months from the date of death and within ten years from the date of grant of the Option. If an optionee retires or if his/her employment with the Company or a Subsidiary is terminated for any reason (other than death) subsequent to one year from the date of grant of any Option, such Option may be exercised within three years (or such lesser period as the Option Agreement shall specify) from the date of such retirement or termination of employment, but in no event after ten years from date of grant of the Option; provided, however, that if such -------- ------- Option is an Incentive Stock Option, it may be exercised only within ninety (90) days (or such lesser period as the Option Agreement shall specify) from the date of such retirement or termination of employment, but in no event after ten years from the date of grant of the Option. Notwithstanding (i) and (ii) above, if an optionee is dismissed for cause, of which the Committee shall be the sole judge, his/her Option shall expire immediately upon termination. The Committee may determine that, for the purpose of the Plan, an employee who is on a leave of absence will be considered as still in the employ of the Company, provided that such leave of absence meets the requirements of Treasury Regulation (S)1.421-7(h) promulgated under the Code and provided that an Option shall be exercisable during a leave of absence only as to the number of shares which were exercisable at the commencement of such leave of absence. A-6 No Option may be exercised for more than the number of shares for which the optionee might have exercised his/her Option at the time he/she ceased for any reason to be an employee of the Company or a Subsidiary. A person electing to exercise an Option will give written notice to the Company of such election and of the number of shares he/she has elected to purchase and the date on which he/she wishes to exercise the Option. Any person exercising an Option may tender the full purchase price plus taxes, if applicable, in cash of the shares he/she has elected to purchase on the date specified by him/her for completion of such purchase. If authorized by the Committee, in its discretion, at or after the time of grant, payment in full or in part may also be made by an employee of the Company in the form of shares of Common Stock not then subject to restriction under any Company plan (but which may include shares the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes); provided, however, that shares of Common Stock may not be used to pay any of the purchase price of an Option unless such shares have been owned by the employee for at least six months, or such longer period as the Committee shall determine, prior to being surrendered as payment in full or in part of the purchase price of an Option. Such surrendered shares shall be valued at "Fair Market Value." The Option agreements or Option grants authorized by the Plan may contain such other provisions, consistent with the terms of the Plan, as the Committee shall consider advisable. Incentive Stock Options may not be issued to any person who at the time of grant owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries. The aggregate Fair Market Value (determined at the time an option is granted) of stock of the Company (including Common Stock) granted an employee to which Incentive Stock Options are exercisable for the first time by such employee during any calendar year (under all incentive stock option plans of the Company or its Subsidiaries) shall not exceed $100,000. Stock Bonus Awards. ------------------ A Stock Bonus Award may be granted to any employee of the Company or its Subsidiaries whom the Committee determines, upon recommendation of the Chairman of the Company, should be rewarded for exemplary performance, subject to the following provisions: The Committee shall determine, in its discretion, the number of shares of stock to be granted pursuant to a Stock Bonus Award and the time at which an Award shall be made. A Stock Bonus Award shall be evidenced by the delivery to the employee of a stock certificate representing the shares awarded. Shares of Common Stock transferred pursuant to a Stock Bonus Award shall be subject only to such conditions as are directed by the Board of Directors or Committee in accordance with Section 13(a) hereof. Adjustment Provisions. --------------------- Except as otherwise provided herein, the following provisions shall apply to all Common Stock authorized for issuance and optioned, granted or awarded under the Plan: Stock Dividends, Splits, etc. In the event of a stock dividend, stock ---------------------------- split, or other subdivision or combination of the Common Stock, the number of shares of Common Stock authorized under the Plan will be adjusted proportionately. Similarly, in any such event there will be a proportionate A-7 adjustment in the number of shares of Common Stock subject to unexercised Options (but without adjustment to the aggregate option price) and in the number of shares of Common Stock then subject to Restricted Stock Awards. Divisive Organization, Merger, Exchange or other Reorganization. In the event that the outstanding shares of Common Stock are changed or converted into, exchanged or exchangeable for, a different number or kind of shares or other securities of the Company or of another corporation, by reason of a reorganization, merger, consolidation, reclassification or combination, or in the event that the Company engages in a divisive reorganization such as a spin-off of any significant portion of its business, the total number of shares of Common Stock which may be issued under the Plan shall be appropriately adjusted and appropriate adjustment shall be made by the Committee in the number of shares, kind of Common Stock and/or the Option price for which Incentive Awards may be or may have been awarded under the Plan, to the end that the proportionate interests of participants and inherent values of outstanding Incentive Awards shall be maintained as before the occurrence of such event. Adjustments. Adjustments under this Section 12 shall be made by the Committee whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of Common Stock shall be issued under the Plan on account of any such adjustments. Change in control of the Company. If, and at such time as, a "change in control of the Company" (as defined in Section 2) shall have occurred, any and all provisions of any and all outstanding Incentive Awards which condition the right to exercise such Incentive Awards upon the holder of any such Incentive Award having been an employee of the Company or any of its Subsidiaries or a director of the Company for a period of time shall be deemed to have been rescinded, so that such holder, upon the occurrence of such change in control, shall have the right to exercise such Incentive Award in full, (including, in the case of Restricted Stock Awards, the right to be issued the stock awarded and any dividend accrued thereon), irrespective of whether such holder has been an employee or director for the period of time specified in the Incentive Award; provided, however, if any such recision would cause the maximum period during which an Option may be exercised or a Restricted Stock Award transferred to exceed nine years, such recision shall not occur with respect to such Option or Restricted Stock Award unless and until such Option or Restricted Stock Award is amended, with the consent of the holder, to reduce such maximum period to nine years or less. General Provisions. With respect to any shares of Common Stock issued or transferred under the provisions of this Plan, such shares may be issued to transferred subject to such conditions, in addition to those specifically provided in the Plan, as the Committee may direct. Nothing in the Plan or in any instrument executed pursuant thereto will confer upon any employee any right to continue in the employ of the Company or a Subsidiary or will effect the right of the Company or of a Subsidiary to terminate the employment of any employee with or without cause. Nothing in the Plan or in any instrument executed pursuant thereto will confer upon any Director of the Company any right to continue in such capacity or will affect the right of stockholders to remove or not re-elect such person as a Director of the Company with or without cause. No shares of Common Stock will be issued or transferred pursuant to an Incentive Award unless and until all legal requirements applicable to the issuance or transfer of such shares have, in the opinion of counsel to the Company, been complied with. In connection with any such issuance or transfer, the person acquiring the shares will, if requested by the Company, give written assurances satisfactory to counsel to the Company that the shares are being acquired for investment and not with a view to resale or distribution thereof and assurances in respect of such other matters as the A-8 Company or a Subsidiary may consider desirable to assure compliance with all applicable legal requirements. No employee (individually or as a member of a group), and no beneficiary or other person claiming under or through him/her, will have any right, title or interest in any shares of Common Stock allocated or reserved for the purposes of the Plan or subject to any Incentive Award except as to such shares of Common Stock, if any, as shall have been issued or transferred to him/her and except as otherwise provided in Section 14(a). In the case of any employee of a Subsidiary, the Committee may direct the Company to issue the shares covered by the Incentive Award to the Subsidiary for such lawful consideration as the Committee may specify upon the condition that the Subsidiary will transfer the shares to the employee in accordance with the terms of the Incentive Award. Notwithstanding any other provision of this Plan, an Incentive Award, excluding an Incentive Stock Option, may be issued by and in the name of the Subsidiary and shall be considered granted on the date it is approved by the Committee, on the date it is delivered by the Subsidiary, or on such other date between such two dates as the Committee will specify. For options which are intended to qualify as Incentive Stock Options, the date of grant shall be determined in accordance with the applicable regulations under the Code. The Company or a Subsidiary may make such provisions as it may consider appropriate for the withholding of any taxes which the Company or Subsidiary determines it is required to withhold in connection with any Incentive Award. No Incentive Award and no rights under the Plan, contingent or otherwise, shall be assignable, transferable or subject to any encumbrance, pledge or charge of any nature, provided that, under such rules and regulations as the Committee may establish pursuant to the terms of the Plan, a beneficiary may be designated in respect of an Incentive Award in the event of the death of the holder of such Incentive Award and provided, also, that if such beneficiary shall be the executor or administrator of the estate of the holder of such Incentive Award, any rights in respect of such Incentive Award may be transferred to the person or persons or entity (including a trust) entitled thereto under the will of the holder of such Incentive Award or, in case of intestacy, under the laws relating to intestacy. Nothing in the Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of directors' fees or compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or any Subsidiary now has or may hereafter lawfully put into effect, including, with limitation, any retirement, pension, insurance, stock purchase, incentive compensation or bonus plan. Except as the Delaware Corporation law otherwise may require, the place of administration of the Plan will conclusively be deemed to be within the State of Connecticut and the validity, construction, interpretation and administration of the Plan and of any rules and regulations or determinations or decisions made thereunder, will be governed by, and determined exclusively and solely in accordance with, the laws of the State of Connecticut. Without limiting the generality of the foregoing, the period within which any action arising under or in connection with the Plan, or any payment or Award made or purportedly made under or in connection therewith, must be commenced and will be governed by the laws of the State of Connecticut, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought. Amendment, Suspension and Termination of Plan. The Board of Directors may at any time terminate, suspend or amend the Plan, provided, however, that no such amendment will, without approval of the stockholders of the Company, except A-9 as provided in Section 12 hereof, (i) materially increase the aggregate number of shares which may be issued in connection with Incentive Awards; (ii) change the minimum Option exercise price; (iii) increase the maximum period during which Options may be exercised, or Restricted Stock Awards transferred; (iv) extend the effective period of this Plan; or (v) materially modify the requirements as to eligibility for participation in the Plan. The Committee may, with the consent of the person by whom a Restricted Stock Award or an Option is held, modify or change the terms of any Option or Restricted Stock Award in a manner which does not conflict with the provisions of the Plan. Effective Date and Duration of Plan. This Plan becomes effective upon its approval by the stockholders of the Company on May 13, 1992. Any amendment to this Plan will become effective upon approval by Directors unless stockholder approval is deemed necessary, in which case such amendment shall become effective upon approval by stockholders. Unless previously terminated by the Board of Directors, this Plan shall terminate at the close of business on May 12, 2002 and no Restricted Stock Award or Option may be granted under it thereafter, but such termination shall not affect any Incentive Award theretofore granted. A-10 EX-5 3 OPINION MURTHA, CULLINA, RICHTER AND PINNEY, LLP MURTHA, CULLINA, RICHTER AND PINNEY LLP CITYPLACE 1 185 ASYLUM STREET HARTFORD, CONNECTICUT 06103-3469 TELEPHONE (860) 240-6000 FACSIMILE (860) 240-6150 April 17, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Post Effective Amendment No. 1 to the Registration Statement on Form S-8 Relating to the Lydall, Inc. 1992 Stock Incentive Compensation Plan Ladies and Gentlemen: We have acted as counsel to Lydall, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of the above-captioned Registration Statement on Form S-8 (the "Registration Statement") registering an additional 840,000 shares of common stock, par value $.10 per share ("Common Stock"), of the Company for issuance from time-to-time under the Lydall, Inc. 1992 Stock Incentive Compensation Plan (the "Plan"). The Company has asked us to furnish you with our opinion as to the matters hereinafter set forth in support of the Registration Statement. In rendering this opinion, we have reviewed originals or copies, certified or otherwise authenticated to our satisfaction, of the Amended & Restated Certificate of Incorporation, Bylaws, and other records of the corporate proceedings of the Company and such other documents, including the Plan, as we have deemed necessary. As to various questions of fact material to our opinion, we have relied upon statements of fact contained in the documents we have examined or made to us by officers of the Company, who by reason of their positions would be expected to have knowledge of such facts. In addition, we have reviewed such provisions of law and have made such other and further investigations as we have deemed necessary in order to express the opinions hereinafter set forth. Based upon and subject to the foregoing, we are of the opinion that, upon the effectiveness of the Registration Statement, the 840,000 additional shares of Common Stock which may be issued and sold from time-to-time by the Company pursuant to the Plan as described in the Registration Statement and the Prospectus comprising a part thereof will be, MURTHA, CULLINA, RICHTER AND PINNEY LLP Securities and Exchange Commission April 17, 1998 Page 2 when issued in accordance with the Plan, validly issued, fully paid and nonassessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MURTHA, CULLINA, RICHTER and PINNEY By: /s/ Richard S. Smith, Jr. --------------------------------------- Richard S. Smith, Jr. A Partner of the Firm cc: Ms. Carole F. Butenas Attorney Mary Tremblay EX-23.1 4 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement of Lydall, Inc. on Form S-8 (File No. 33-93768) of our reports dated February 18, 1998, on our audits of the consolidated financial statements and financial statement schedule of Lydall, Inc. and subsidiaries as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996, and 1995, which reports were incorporated by reference from the 1997 Annual Report to Stockholders, and included, respectively, in the 1997 Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Hartford, Connecticut April 15, 1998 -----END PRIVACY-ENHANCED MESSAGE-----