-----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, OJV3kDqh2q/XZhmatTzuE19IA0VnC85vnXcybJnQHE40lVWR/FCT8AjVWWq/yxpm c5u4DCR1vlkvq7TzBfhn9g== 0000930661-00-000471.txt : 20000307 0000930661-00-000471.hdr.sgml : 20000307 ACCESSION NUMBER: 0000930661-00-000471 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000303 EFFECTIVENESS DATE: 20000303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZTEC MANUFACTURING CO CENTRAL INDEX KEY: 0000008947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 750948250 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31716 FILM NUMBER: 561149 BUSINESS ADDRESS: STREET 1: 400 N TARRANT RD CITY: CROWLEY STATE: TX ZIP: 76036 BUSINESS PHONE: 8172974361 MAIL ADDRESS: STREET 1: P O BOX 668 STREET 2: P O BOX 668 CITY: CROWLEY STATE: TX ZIP: 76036 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement under the Securities Act of 1933 AZTEC MANUFACTURING CO. (Exact name of issuer as specified in its charter) Texas 75-0948250 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization 400 North Tarrant Street, Crowley, Texas 76036 (Address of Principal Executive Offices) (ZIP Code) AZTEC MANUFACTURING CO. 1999 INDEPENDENT DIRECTOR SHARE OWNERSHIP PLAN (Full title of the plan) L. C. MARTIN 400 North Tarrant Road Crowley, Texas 76036 (Name and address of agent for service) (817) 297-4361 (Telephone number, including area code, of agent for service) Copy to: Shannon, Gracey, Ratliff & Miller, L.L.P. 1600 Bank One Tower 500 Throckmorton Street Fort Worth, Texas 76102 Attention: Sam Rosen, Esq. CALCULATION OF REGISTRATION FEE Title of Proposed Maximum Proposed Maximum Amount of Securities to be Amount to be Offering Price Aggregate Registration Fee Registered (1) Registered (1)(2) Per Share (1)(2) Offering Price (1)(2) (1)(2) Common Stock 3,500/(1)/ $10.0937/(2)/ $ 35,328 $ 9.33 $1.00 par value 46,500/(3)/ $10.2188/(4)/ $475,174 125.45 ----------- ------- 50,000 $134.78 =========== =======
/(1)/ Shares the right to which accrued on July 13, 1999. /(2)/ Average of the high and low prices on the New York Stock Exchange on May 28, 1999. /(3)/ Additional shares which may be granted under the 1999 Independent Director Share Ownership Plan (the "Plan"). /(4)/ These shares are to be granted at values not presently determinable. Pursuant to Rule 457(c), the price is based market value which is the average of the high and low prices on the New York Stock Exchange on February 29, 2000, as reported in the Wall Street Journal. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents and all documents subsequently filed by Aztec Manufacturing Co. ("Company" or "Registrant"), 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 year ended February 28, 1999; b. The Company's Quarterly Reports on Form 10-Q for the quarters ended May 31, 1999, August 31, 1999 and November 30, 1999, and the Company's Current Report on Form 8-K dated September 15, 1999, as amended on November 15, 1999; c. "Item 1. Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A (File No. 001- 12777) describing the Company's common stock, as filed with the Securities and Exchange Commission on February 24, 1997. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters relating to the Plan have been passed upon for the Registrant by Shannon, Gracey, Ratliff & Miller, L.L.P., 500 Throckmorton Street, Suite 1600, Fort Worth, Texas 76102. At the time such legal matters were undertaken, Mr. Sam Rosen, a partner in Shannon, Gracey, Ratliff & Miller, L.L.P., was a director and the secretary of the Registrant and was the beneficial owner of 16,645 shares of Registrant common stock including exercisable options to purchase 12,400 shares of Registrant common stock. It is expected that this amount may change from time to time. -2- Item 6. Indemnification of Directors and Officers. Section 2.02-1 of the Texas Business Corporation Act (the "TBCA") empowers a corporation to indemnify its directors and officers and to purchase and maintain liability insurance for directors and officers. Section 2.02-1 of the TBCA permits indemnification of directors and officers of corporations under certain conditions and subject to certain limitations and, under certain circumstances, requires such indemnification. The TBCA provides further that a provision for indemnification of a director, whether contained in the articles of incorporation, the bylaws, a resolution of shareholders or directors, an agreement, or otherwise, is valid only to the extent it is consistent with Article 2.02-1 of the TBCA, as limited by the articles of incorporation, if such limitation exists. Article 11 of the Registrant's Articles of Incorporation contains a provision providing for indemnification of directors and officers to the full extent permitted by law. Section 8.01 of the Registrant's Bylaws, as amended, contains a provision providing for indemnification to the full extent permitted by law. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits Exhibit Number and Description ------------------------------ (4) Instruments Defining the Rights of Security Holders, Including Indentures (4.1) Resolutions adopted by the Board of Directors of the Company on January 19, 1999 establishing the Plan (4.2) Resolutions adopted by the Board of Directors of the Company on September 22, 1999 amending the Plan to limit the number of shares which may be issued under the Plan to a single director and to limit the total number of shares which may be issued under the Plan (4.3) Resolutions adopted by the Board of Directors of the Company on February 29, 2000 designating the Plan as the 1999 Independent Director Share Ownership Plan and reserving 50,000 shares of Common Stock for grant under it (5) Opinion of Counsel -3- (23) Consent of Independent Auditors (24) Power of Attorney Item 9. Undertakings 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 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; (2) that, for the purpose of determining any liability under the Securities Act of 1933, 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; and (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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions summarized under Item 6, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue. -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 Fort Worth, State of Texas, on March 3, 2000. AZTEC MANUFACTURING CO. By: /s/ L.C. Martin ------------------------------------------- L.C. Martin, Chairman of the Board and CEO By: /s/ Dana L. Perry ------------------------------------------- Dana L. Perry, Vice President and CFO 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/ L.C. Martin Chairman of the Board, March 3, 2000 - --------------------------- CEO and Director L.C. Martin /s/ Dana L. Perry Vice President, CFO March 3, 2000 - --------------------------- and Director Dana L. Perry /s/ David H. Dingus President, Chief Operating March 3, 2000 - --------------------------- Officer and Director David H. Dingus /s/ Robert H. Johnson* Director March 3, 2000 - --------------------------- Robert H. Johnson /s/ Martin C. Bowen* Director March 3, 2000 - --------------------------- Martin C. Bowen -5- /s/ W.C. Walker* Director March 3, 2000 - --------------------------- W.C. Walker /s/ R.J. Schumacher* Director March 3, 2000 - --------------------------- R. J. Schumacher /s/ Sam Rosen Director March 3, 2000 - --------------------------- Sam Rosen /s/ Dr. H. Kirk Downey* Director March 3, 2000 - --------------------------- Dr. H. Kirk Downey /s/ Kevern R. Joyce* Director March 3, 2000 - --------------------------- Kevern R. Joyce *By: /s/ Dana L. Perry -------------------------- Dana L. Perry, Attorney-in-fact -6- INDEX OF EXHIBITS
Exhibit Page No. --------- -------- (4) Instruments Defining the Rights of Security Holders, Including Indentures (4.1) Resolutions adopted by the Board of Directors of the Company on January 19, 1999 establishing the Plan...................................8 (4.2) Resolutions adopted by the Board of Directors of the Company on September 22, 1999 amending the Plan to limit the number of shares which may be issued under the Plan to a single director and to limit the total number of shares which may be issued under the Plan............9 (4.3) Resolutions adopted by the Board of Directors of the Company on February 29, 2000 designating the Plan as the 1999 Independent Director Share Ownership Plan and reserving 50,000 shares of Common Stock for grant under it................................................10 (5) Opinion of Counsel.............................................................11 (23) Consent of Independent Auditors................................................13 (24) Power of Attorney..............................................................14
-7- EX-4.1 2 RESOLUTIONS ADOPTED BY BOARD 1-19-99 EXHIBIT 4.1 Resolutions adopted by the Board of Directors of the Company on January 19, 1999 establishing the Plan: RESOLVED that it would be in the best interest of the Company to, and the Board hereby does, adopt a policy with regard to ownership of shares of Company stock by outside members of the Board; and RESOLVED FURTHER that pursuant to such policy: (i) 1,000 shares of Aztec stock, or if less, Aztec shares having a market value of $15,000.00, shall be granted to each new outside board member upon his or her election to the Board, whether such election is held by the Board during a fiscal year or is held by the shareholders of the Company at a meeting called for the purpose of electing directors, (ii) 500 shares of Aztec stock shall be granted to each outside member of the board after each annual meeting of the shareholders after which he or she continues to serve on the Board, until each board member has been granted 5,000 shares, inclusive of shares, if any, granted under (i) above, and (iii) each member of the Board shall be required during his or her tenure on the Board to hold a number of shares of Aztec stock that is at least equal to one-half the number of shares obtained through the direct stock grants made pursuant to (i) and (ii) above. EX-4.2 3 RESOLUTIONS ADOPTED BY BOARD 9-22-99 EXHIBIT 4.2 Resolutions adopted by the Board of Directors of the Company on September 27, 1999 amending the Plan to limit the number of shares which may be issued under the Plan to a single director and to limit the total number of shares which may be issued under the Plan: RESOLVED that the Company plan with regard to ownership of Company stock by members of the Board of Directors adopted at a meeting of the Board on January 19, 1999 is hereby amended to provide that (i) no single officer or director may acquire under the plan more than one percent (1%) of the shares of the Company's Common Stock outstanding on the date of adoption of that policy; and (ii) together with all other plans of the Company (other than plans for which shareholder approval is not required under subsections (1) and (3) of Section 312.03 of the Listed Company Manual of the New York Stock Exchange) the plan shall not permit the issuance of more than five percent (5%) of the Company's Common Stock outstanding on the date the policy was adopted. EX-4.3 4 RESOLUTIONS ADOPTED BY BOARD 2-29-00 EXHIBIT 4.3 Resolutions adopted by the Board of Directors of the Company on February 29, 2000 designating the Plan as the 1999 Independent Director Share Ownership Plan and reserving 50,000 shares of Common Stock for grant under it: WHEREAS by resolutions adopted on January 19, 1999 and September 22, 1999 the Board of Directors established a plan for the grant of stock options to independent members of the Board of Directors (the "Plan"); NOW, THEREFORE, BE IT RESOLVED, that such Plan shall be known as the 1999 Independent Director Share Ownership Plan; and RESOLVED FURTHER that in order to provide flexibility in the number of shares to be granted to a new director the Plan is hereby amended to permit the issuance under the Plan of such number of shares to a new independent director as the Board may deem appropriate (but not less than 1,000 shares, or if less, shares having a market value of $15,000) provided such grant does not violate the provisions of the Plan with regard to the maximum number of shares which may be granted under the Plan or to a single director; and RESOLVED FURTHER that 50,000 shares of the Company's $1.00 par value Common Stock shall be reserved for issuance under the Plan, registered under the Securities Act of 1933 on Form S-8 and listed on the New York Stock Exchange; and RESOLVED FURTHER that the officers of the Company are authorized and directed to take all such action as may be necessary or appropriate in order to carry out the intent of these resolutions. EX-5 5 OPINION OF COUNSEL EXHIBIT 5 February 28, 2000 Aztec Manufacturing Co. 400 North Tarrant Road Crowley, Texas 76036 Re: Registration Statement on Form S-8 Gentlemen: The opinion set forth below is given pursuant to Item 501(b) (5) of Regulation S-K for inclusion as Exhibit 5 to the Registration Statement on Form S-8 (the "Registration Statement"), of Aztec Manufacturing Co., a Texas corporation (the "Company"), pertaining to the granting of up to 50,000 shares of Common Stock (the "Shares") under the Aztec Manufacturing Co. 1999 Independent Director Share Ownership Plan (the "Plan"). In connection with this opinion, we have made the following assumptions: (i) all documents submitted to our reviewed by us, including all amendments and supplements thereto, are accurate and complete and if not originals are true and correct copies of the originals; (ii) the signatures on each of such documents by the parties thereto are genuine; (iii) each individual who signed such documents had the legal capacity to do so; (iv) all persons who signed such documents on behalf of the corporation were duly authorized to do so; and (v) the company has sufficient surplus at the time of issuance. We have assumed that there are no amendments, modifications or supplements to such documents other than those amendments, modifications and supplements that are known to us. Based on the foregoing, and subject to the limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized and will, when granted pursuant to the Plan, be validly issued, fully paid and nonassessable. This opinion is further limited and qualified in all respects as follows: This opinion is specifically limited to matters of the laws of the State of Texas and the federal laws of the United States of America. We express no opinion as to the applicability of the laws of any other particular jurisdiction to the transactions described in this opinion. This opinion is limited to the specific opinions expressly stated herein, and no other opinion is implied or may be inferred beyond the specific opinions expressly stated herein. This opinion is intended solely for your benefit. It is not to be quoted in whole or in part, disclose, made available to our relied upon by any other person, firm or entity without our express prior written consent. This opinion is based upon our knowledge of the law and facts as of the date hereof. We assume no duty to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act of the rules and regulations of the commission promulgated thereunder. Respectfully submitted, Shannon, Gracey, Ratliff & Miller, L.L.P. EX-23 6 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS ------------------------------- We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 33-____________) pertaining to the Aztec Manufacturing Co. 1999 Independent Director Share Ownership Plan of our reports (a) dated March 29, 1999, with respect to the consolidated financial statements and schedules of Aztec Manufacturing Co. incorporated by reference in its Annual Report (Form 10- K) for the year ended February 28, 1999, and (b) dated October 29, 1999, with respect to the financial statements of Compressed Gas Insulated Transmission for the year ended December 31, 1998, included in Aztec Manufacturing Co.'s Current Report on Form 8-K/A dated November 15, 1999, filed with the Securities and Exchange Commission. Fort Worth, Texas March 2, 2000 EX-24 7 POWERS OF ATTORNEY EXHIBIT 24 SPECIAL POWER OF ATTORNEY THE STATE OF TEXAS (S) (S) KNOW ALL MEN BY THESE PRESENTS: COUNT OF TARRANT (S) THAT WE, the undersigned, of Tarrant County, Texas, have made, constituted, and appointed, and by these presents to make, constitute, and appointed L.C. MARTIN, DANA L. PERRY, and SAM ROSEN, and each of them severally, our true and lawful attorneys and agents to execute in our name, placed, and stead (in such capacity) the Form S-8 Registration Statement of AZTEC MANUFACTURING CO. (the "Company") registering under the Securities Act of 1933, as amended, 50,000 shares of the Company's $1.00 par value Common Stock for grant and under the Company's 1999 Independent Director Share Ownership Plan and all amendments and additions thereto ("Form S-8"), each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name of and on behalf of each of the undersigned, as the case may be, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, such power to extend to the execution of any amendment to the Form S-8. WITNESS OUR HANDS this 29/th/ day of February, 2000. /s/ L.C. Martin ----------------------------------- L.C. MARTIN /s/ David H. Dingus ----------------------------------- DAVID H. DINGUS /s/ Robert H. Johnson ----------------------------------- ROBERT H. JOHNSON /s/ Martin C. Bowen ----------------------------------- MARTIN C. BOWEN /s/ Dr. H. Kirk Downey ----------------------------------- DR. H. KIRK DOWNEY /s/ Sam Rosen ----------------------------------- SAM ROSEN /s/ Kevern R. Joyce ----------------------------------- KEVERN R. JOYCE /s/ Dana L. Perry ----------------------------------- DANA L. PERRY /s/ R.J. Schumacher ----------------------------------- R.J. SCHUMACHER /s/ W.C. Walker ----------------------------------- W.C. WALKER -----END PRIVACY-ENHANCED MESSAGE-----