-----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, RZqHp5sOpiwCZ/d6M9+nBn2n7QtFbwsnWE7fLtSThA9mNWHyU4/Udy1Y7RNniOb7 K8Ua+Ot9d3gh/3H+s5iHeg== /in/edgar/work/20000615/0000930661-00-001550/0000930661-00-001550.txt : 20000919 0000930661-00-001550.hdr.sgml : 20000919 ACCESSION NUMBER: 0000930661-00-001550 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000615 EFFECTIVENESS DATE: 20000615 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 POS SEC ACT: SEC FILE NUMBER: 333-38470 FILM NUMBER: 655736 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 POS 1 0001.txt POST EFFECTIVE AMENDMENT NO. 1 Registration Statement SECURITIES AND EXCHANGE COMMISSION No. 333-38470 Washington, D.C. 20549 FORM S-8 POS Post Effective Amendment No. 1 to 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. 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. 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). (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 (filed as an exhibit to the original filing of this registration statement). (4.5) Resolutions adopted by the Board of Directors of the Company on March 28, 2000 with regard to Advisory Directors which amend the vesting provisions of the Plans.* (5) Opinion of Counsel (filed as an exhibit to the original filing of this registration statement). (23) Consent of Independent Auditors.* (24) Power of Attorney (filed as an exhibit to the original filing of this registration statement). * Filed herewith -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 Form S-8/A 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 14, 2000. AZTEC MANUFACTURING CO. By: /s/ L.C. Martin -------------------------------------- L.C. Martin, Chairman of the Board and Chief Executive Officer 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, June 14, 2000 - ------------------------ L.C. Martin CEO and Director /s/ Dana L. Perry Vice President, CFO June 14, 2000 - ------------------------ Dana L. Perry and Director /s/ David H. Dingus* President, Chief Operating June 14, 2000 - ------------------------ David H. Dingus Officer and Director /s/ Robert H. Johnson* Director June 14, 2000 - ------------------------ Robert H. Johnson /s/ Martin C. Bowen* Director June 14, 2000 - ------------------------ Martin C. Bowen /s/ W.C. Walker* Director June 14, 2000 - ------------------------ W.C. Walker -3- /s/ R. J. Schumacher* Director June 14, 2000 - ------------------------ R. J. Schumacher /s/ Sam Rosen Director June 14, 2000 - ------------------------ Sam Rosen Director ________________________ _____________ Dr. H. Kirk Downey /s/ Kevern R. Joyce* Director June 14, 2000 - ------------------------ Kevern R. Joyce *By: /s/ Dana L. Perry -------------------- Dana L. Perry, Attorney-in-fact -4- EX-4.5 2 0002.txt RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS EXHIBIT 4.5 RESOLVED FURTHER, that while an Advisory Director shall not be granted any new stock options for his or her service as an Advisory Director, any unvested stock options held by an Advisory Director which had been granted to him or her in his or her previous capacity as an independent Director shall continue to vest during any period (x) between his or her retirement from the Board (whether by resignation or by expiration of his or her term of office) within six months of the date of an annual meeting of the shareholders held on a date on which he or she would be in excess of seventy years of age and (y) his or her retirement or termination as an Advisory Director. EX-23 3 0003.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8/A, No. 333-38470) pertaining to the Aztec Manufacturing Co. 1998 Incentive Stock Option Plan, 1998 Nonstatutory Stock Option Plan and 1997 Nonstatutory Stock Option Grants, of our report dated March 31, 2000, with respect to the consolidated financial statements and schedule of Aztec Manufacturing Co. included in its Annual Report (Form 10-K) for the year ended February 29, 2000 filed with the Securities and Exchange Commission. Fort Worth, Texas ERNST & YOUNG LLP June 8, 20000 -----END PRIVACY-ENHANCED MESSAGE-----