-----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, PkhcGfWLU4amze9wD744y2XQJegWvh5UchW8NECiWOT8iy4iiXtAkFLFFwcnyGJy Oe1A1eAZo5BCyZN+xcVqwg== /in/edgar/work/20000602/0000930661-00-001466/0000930661-00-001466.txt : 20000919 0000930661-00-001466.hdr.sgml : 20000919 ACCESSION NUMBER: 0000930661-00-001466 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000602 EFFECTIVENESS DATE: 20000602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZTEC MANUFACTURING CO CENTRAL INDEX KEY: 0000008947 STANDARD INDUSTRIAL CLASSIFICATION: [3640 ] IRS NUMBER: 750948250 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38470 FILM NUMBER: 648578 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 0001.txt 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 incorporation or organization) Identification Number) 400 North Tarrant Street, Crowley, Texas 76036 (Address of Principal Executive Offices) (ZIP Code) AZTEC MANUFACTURING CO. 1998 INCENTIVE STOCK OPTION PLAN 1998 NONSTATUTORY STOCK OPTION PLAN 1997 NONSTATUTORY STOCK OPTION GRANTS (Full title of the plans) 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 Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(4) Offering Price Registration Fee Common Stock 119,561 shares(1) 10.25 1,225,500 $ 324 $1.00 par value 630,439 shares(2) 15.81 9,968,817 2632 250,000 shares(3) 15.81 3,953,125 1044 70,000 shares(4) 11.13 778,750 206 ------------------- ------ 1,070,000 4,206 =================== ======
(1) Shares underlying outstanding options under 1998 Incentive Stock Option Plan valued at the exercise price. (2) Shares underlying options available under 1998 Nonstatutory Stock Option Plan valued at the average of the high and low price for the underlying shares on the New York Stock exchange on June 1, 2000. (3) Shares underlying options available under 1997 Nonstatutory Stock Option Grants valued at the average of the high and low price for the underlying shares on the New York Stock exchange on June 1, 2000. (4) Shares underlying outstanding options pursuant to nonstatutory stock option grants made in 1997 to independent directors. 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 29,2000; (b) No reports have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a) above; (c) The description of the Company's $1.00 par value common stock contained in Item 1 of the Company's Registration Statement on Form 8-A (File No. 001-12777) as filed with the Securities and Exchange Commission on February 24, 1997 is incorporated herein by reference. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel. The legality of the $1.00 par value common stock of the Company to be issued pursuant to the 1998 Incentive Stock Option Plan, 1998 Nonstatutory Stock Option Plan and the 1997 Nonstatutory Stock Option Grants has 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 20,939 shares of Registrant common stock including exercisable options to purchase 14,400 shares of Registrant common stock. It is expected that this amount may change from time to time. 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 -2- 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 12 of the Registrant's Articles of Incorporation, as amended, 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. Additionally, Article 11 of the Registrant's Restated Articles of Incorporation limits the personal liability of directors of the Registrant to the Registrant or its shareholder for monetary damages for an act or omission in such director's capacity as a director, except that such Article 14 does not eliminate or limit the liability of a director for (i) a breach of the director's duty of loyalty to the Registrant or its shareholders; (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, (iii) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director's office, (iv) an act or omission for which the liability of such director is expressly provided for by statute, or (v) an act related to an unlawful stock purchase or payment of a dividend. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits Exhibit Number and Description ------------------------------ (4.1) Aztec Manufacturing Co. 1998 Incentive Stock Option Plan (incorporated by reference to Exhibit 10k of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). (4.2) Aztec Manufacturing Co. 1998 Nonstatutory Stock Option Plan (incorporated by reference to Exhibit 10l of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). -3- (4.3) Aztec Manufacturing Co. 1997 Nonstatutory Stock Option Grants (incorporated by reference to Exhibit 10m of the Annual Report on Form 10-K filed by Registrant for the fiscal year ended February 28, 1998). (4.4) Resolutions adopted by the Board of Directors of the Company on March 28, 2000 amending the Plans.* (5) Opinion of Counsel.* (24) Power of Attorney.* * Filed herewith 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 -4- 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. -5- 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 June 1, 2000. AZTEC MANUFACTURING CO. 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 - --------- ----- ---- Chairman of the Board, ------------ - ------------------------------ CEO and Director L.C. Martin /s/Dana L. Perry Vice President, CFO June 1, 2000 - ------------------------------ and Director Dana L. Perry /s/David H. Dingus President, Chief Operating June 1, 2000 - ------------------------------ Officer and Director David H. Dingus /s/Robert H. Johnson* Director June 1, 2000 - ------------------------------ Robert H. Johnson /s/Martin C. Bowen* Director June 1, 2000 - ------------------------------ Martin C. Bowen /s/W.C. Walker* Director June 1, 2000 - ------------------------------ W.C. Walker -6- /s/R.J. Schumacher* Director June 1, 2000 - ------------------------------ R. J. Schumacher /s/Sam Rosen Director June 1, 2000 - ------------------------------ Sam Rosen Director ------------ - ------------------------------ Dr. H. Kirk Downey Director ----------- - ------------------------------ Kevern R. Joyce *By: /s/Dana L. Perry -------------------------------- Dana L. Perry, Attorney-in-fact -7- INDEX OF EXHIBITS
Exhibit Page No. ------ -------- (4.1) Aztec Manufacturing Co. 1998 Incentive Stock Option Plan................ 3 (4.2) Aztec Manufacturing Co. 1998 Nonstatutory Stock Option Plan............. 3 (4.3) Aztec Manufacturing Co. 1997 Nonstatutory Stock Option Grants........... 3 (4.4) Resolutions adopted by the Board of Directors of the Company on March 28, 2000 amending the Plans....................................... 9 (5) Opinion of Counsel...................................................... 10 (24) Power of Attorney....................................................... 12
-8- EX-4.4 2 0002.txt RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS EXHIBIT 4.4 Resolutions adopted by the Board of Directors of the Company on March 28, 2000 amending the 1998 Nonstatutory Stock Option Plan and the 1997 Nonstatutory Stock Grants: RESOLVED, that the term of stock options held by a Director who retires (whether by resignation or by expiration of his or her term of office) from the board within six months of the date of an annual meeting of shareholders held on a date on which he or she would be in excess of seventy (70) years of age, shall not terminate as a result of his or her retirement but shall continue until terminated by the provisions of such stock options relating to the term of such options, death or disability; provided, however, no unvested stock options shall vest during the period after service as an active Director by virtue of the extension of the term provided by this resolution. EX-5 3 0003.txt OPINION OF COUNSEL EXHIBIT 5 June 1, 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 1,070,000 shares of Common Stock (the "Shares") under the Aztec Manufacturing Company 1998 Incentive Stock Option Plan, 1998 Nonstatutory Stock Option Plan and 1997 Nonstatutory Stock Option Grants (the "Plans"). In connection with this opinion, we have made the following assumptions: (i) all documents submitted to or 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-24 4 0004.txt POWER 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 do 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, place, and stead as a director or officer of Aztec Manufacturing Co., a Texas corporation ("Aztec"), and file with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, one or more Form S-8 Registration Statements ("Form S- 8") covering Aztec's 1998 Incentive Stock Option Plan, 1998 Nonstatutory Stock Option Plan, 1997 Nonstatutory Stock Option Grants, 1999 Independent Directors Share Ownership Plan and any other employee benefit and stock option plan that Aztec may have heretofore adopted or may hereafter adopt, including any and all amendments (including pre-effective and post-effective amendments to filings heretofore or hereafter made) and exhibits to said filings and any and all applications, instruments and other documents to be filed with the SEC pertaining to the registration of securities of Aztec, with full power and authority to do and perform any and all acts and things whatever that they or he may deem requisite or desirable in their or his sole discretion in the premises as fully and to all intents and purposes as the undersigned might or could do in person, and to file copies of this power of attorney with the SEC. The power and authority hereby granted shall continue until revoked by a written instrument of revocation delivered to the Chairman of the Board of Aztec. WITNESS OUR HANDS this 1/st/ day of June, 2000. ---------------------------------------- L.C. MARTIN /s/David H. Dingus ---------------------------------------- DAVID H. DINGUS /s/Robert H. Johnson ---------------------------------------- ROBERT H. JOHNSON /s/Martin C. Bowen ---------------------------------------- MARTIN C. BOWEN ---------------------------------------- DR. H. KIRK DOWNEY /s/Sam Rosen ---------------------------------------- SAM ROSEN ---------------------------------------- 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-----