-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YkNfhW3lpFTKoINucmdcdiqcYHeSNmEjHCOqgbX/QRbwmZbG2suFCf2KaLa6RKuj ICFIR5DemFHPuJyY+tocaQ== 0000094328-94-000013.txt : 19940331 0000094328-94-000013.hdr.sgml : 19940331 ACCESSION NUMBER: 0000094328-94-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940330 19940418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWART & STEVENSON SERVICES INC CENTRAL INDEX KEY: 0000094328 STANDARD INDUSTRIAL CLASSIFICATION: 3510 IRS NUMBER: 741051605 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52881 FILM NUMBER: 94519078 BUSINESS ADDRESS: STREET 1: 2707 N LOOP W CITY: HOUSTON STATE: TX ZIP: 77008 BUSINESS PHONE: 7138687700 MAIL ADDRESS: STREET 1: P O BOX 1637 CITY: HOUSTON STATE: TX ZIP: 77251-1637 S-8 1 REGISTRATION STATEMENT FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STEWART & STEVENSON SERVICES, INC. (Exact name of registrant as specified in its charter) TEXAS 74-1051605 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) STEWART & STEVENSON SERVICES, INC. 1993 NONOFFICER EMPLOYEE STOCK OPTION PLAN (Full title of Plan) LAWRENCE E. WILSON P.O. BOX 1637 HOUSTON, TEXAS 77251-1637 (Name and address of agent for service) (713) 868-7700 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title Proposed Proposed of Securities Amount to maximum offering maximum aggregate Amount of to be registered be registered price per share offering price registration fee _________________ _____________ ___________________ __________________ ________________ Common Stock, without par value per share 115,000 $ 47.875 $ 5,505,625 $ 1,898.49 Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price of shares of Common Stock to be purchased pursuant to the Plan is based on the average of the high and low quoted transaction prices on March 25, 1994, for the purposes of calculating the registration fee.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E, the contents of Registration Statement No. 33-65404 relating to the Stewart & Stevenson Services, Inc. 1993 Nonofficers Stock Option Plan are incorporated herein by reference. 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 Houston, and the State of Texas, on the 30th day of March, 1994. STEWART & STEVENSON SERVICES, INC. By: /s/ Bob H. O'Neal ____________________ Bob H. O'Neal President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 30th day of March, 1994. /s/ Bob H. O'Neal /s/ Robert L. Hargrave ______________________________ ______________________________ Bob H. O'Neal Robert L. Hargrave Director and Principal Director, Principal Financial Executive Officer Officer and Principal Accounting Officer /s/ C. Jim Stewart II /s/ J. Carsey Manning ______________________________ ______________________________ C. Jim Stewart II J. Carsey Manning Director Director /s/ Donald E. Stevenson /s/ Donald J. Atwood ______________________________ ______________________________ Donald E. Stevenson Donald J. Atwood Director Director ______________________________ ______________________________ Robert H. Parsley James H. Elder, Jr. Director Director /s/ J.W. Lander, Jr. ______________________________ ______________________________ J.W. Lander, Jr. Jack T. Currie Director Director /s/ Robert S. Sulivan ______________________________ Robert S. Sullivan Director EXHIBIT INDEX 4 Stewart & Stevenson Services, Inc. 1993 Nonofficer Employee Stock Option Plan 5 Opinion of Lawrence E. Wilson, Vice President and General Counsel of the Company 23.1 Consent of Arthur Andersen & Co. 23.2 Consent of Lawrence E. Wilson EX-4 2 1993 STOCK OPTION PLAN STEWART & STEVENSON SERVICES, INC. 1993 NONOFFICER EMPLOYEE STOCK OPTION PLAN (the "Plan") 1. Purpose of the Plan. The purpose of this Plan is to provide a means for Stewart & Stevenson Services, Inc., a Texas corporation (the "Company"), to attract and retain employees and motivate such employees to exert their best efforts on behalf of the Company. The term "Employees" means those employees of the Company and its subsidiaries who are not, on the date that an Option under the Plan is granted to them, a director or an officer of the Company (as such term is defined in Rule 16a-1(f) promulgated pursuant to the Securities Exchange Act of 1934). The term "Option" as used herein means the right to purchase one (1) share of Common Stock, without par value, of the Company (the "Stock") under this Plan. 2. Number of shares available to the Plan. Options may be granted by the Company from time to time to Employees to purchase an aggregate of up to 300,000 shares of Stock, and such number of shares shall be reserved for Options granted under the Plan, subject to adjustment as provided in section 10 and amendment as set forth below. The number of Options that may be granted pursuant to this Plan shall be increased on each February 1 during the Plan's existence by an amount equal to the number of Options granted pursuant to the Plan during the previous fiscal year; provided however that the aggregate number of Options at any time outstanding and unexercised pursuant to this Plan plus the number of Options authorized but not granted shall not exceed 5% of the outstanding shares of Stock of the Company. The shares issued upon exercise of Options granted under the Plan may be authorized and unissued shares or shares held by the Company in its treasury. 3. Administration of the Plan. The Plan shall be administered by the Compensation and Management Development Committee (the "Committee") of the Board of Directors of the Company (the "Board"). The Committee may interpret the Plan; prescribe, amend and rescind any rules and regulations necessary or appropriate for the administration of the Plan or Options granted pursuant to the Plan; determine which Employees, if any, will be granted Options pursuant to the Plan and the terms of option agreements relating thereto; and take such other action as it deems necessary or advisable, except as otherwise expressly reserved to the Board in the Plan. All decisions and selections made by the Committee pursuant to the provisions of the Plan shall be made by a majority of its members. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made by a majority at a meeting duly held. Any interpretation, determination or other action made or taken by the Committee shall be final, binding and conclusive. The Committee may designate the Secretary of the Company or other employees of the Company to perform ministerial functions under the Plan and may delegate authority to execute documents on behalf of the Committee to any officer of the Company. 4. Grant of Options. Subject to the provisions of the Plan, the Committee shall determine and designate from time to time those Employees to whom Options are granted and the number of Options granted to each such Employee. Such grants shall be set forth in the minutes of the Committee. 5. Terms and Conditions. Each Option granted under the Plan shall be evidenced by an Option agreement, in a form approved by the Committee, which shall be subject to the following express terms and conditions and to such other terms and conditions as the Committee may deem appropriate. a. Number. Each option agreement shall set forth the number of Options granted to the individual named therein pursuant to the terms of this Plan. b. Option Period. Each option agreement shall specify the period for which the Options thereunder are granted and shall provide that the Options thereunder shall expire at the end of such period. c. Option Price. Each option agreement shall specify the purchase price of each share of Stock subject to Options thereunder, which shall be not less than 100% of the price in last reported transaction in the Stock on the date of grant. d. Exercise Period. Each option agreement shall specify whether the Options granted thereby are exercisable in whole or in increments, and whether such exercise may be made immediately or after a designated holding period. e. Payment of Purchase Price upon Exercise. Each option agreement shall provide that the purchase price pursuant to each Option shall be paid to the Company at the time of exercise either in cash or in Stock previously owned by the Employee for a period of not less than six (6) months and having total fair market value, as determined by the Committee, equal to the option price, or by a combination of cash and previously owned Stock having a total fair market value, as so determined, equal to the option price. 6. Effect of Termination. Except as set forth below, all rights of any Employee shall cease and all Options granted pursuant to the Plan shall terminate upon the termination of employment with the Company. a. Normal Termination. If an Employee's employment with the Company is terminated for any reason other than death, disability, retirement or cause, the Employee shall have the right, during the period ending thirty (30) days after such termination, to exercise any Option granted under the Plan to the extent that it was exercisable at the date of termination of such employment and shall not have been exercised, but in no event later than the date such Option would have expired had it not been for the termination of the Employee's employment. b. Death, Disability or Retirement. If an Employee's employment with the Company shall be terminated by reason of death, disability or retirement, all Options granted to such Employee shall become immediately exercisable and the Employee or his personal representatives, heirs or legatees shall have the right, during the period ending one (1) year after such termination, to exercise such Option but in no event later than the date the Option would have expired had it not been for the termination of the Employee's employment. The terms "disability" and "retirement" shall be determined in accordance with applicable Company personnel policies as interpreted in the exercise of the Committee's discretion and the term "disability" shall mean total and permanent disability. c. Termination for Cause. If an Employee's employment with the Company is terminated for cause, all right to exercise any Option shall terminate at the date of such termination of employment. For this purpose, termination for cause shall mean termination of the Employee's employment due to the Employee's misconduct including but not limited to commission of a felony or perpetration of a common law fraud which has resulted or is likely to result in economic damage to the Company, all as the Committee, in its sole discretion, may determine. 7. Assignability. Options shall not be assignable or otherwise transferable except by will or by the laws of descent and distribution, and no right or interest in this Plan or in Options shall be subject to pledge, hypothecation, encumbrance, garnishment, attachment, execution or levy of any kind. No transfer of an Option by will or by the laws of descent and distribution shall be effective against the Company unless the Company has received written notice of such transfer and an authenticated copy of such will or other evidence of such transfer satisfactory in form and content to the Committee. 8. No Rights as Stockholders. No Employee shall have any rights as a stockholder with respect to any Option until the date of exercise and payment for such shares. 9. Extraordinary Corporate Transactions. Notwithstanding any other limitation or restriction in the Plan, each Option granted under the Plan will become exercisable for the aggregate number of shares covered thereby, except to the extent that the acceleration of the exercisability of any such Option would result in an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, in the event (a) the Board or the stockholders of the Company approve (i) any consolidation or merger of the Company in which the Company is not the surviving corporation, other than a merger of the Company in which the holders of Stock immediately prior to the merger have the same proportionate ownership of Stock of the surviving corporation immediately after the merger, (ii) any sale, lease, exchange or other transfer of all, or substantially all, of the assets of the Company or (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (b) any person acquires Stock pursuant to a tender offer or exchange offer to acquire any Stock and after consummation of such offer, the person owns thirty percent (30%) or more of the outstanding Stock. 10. Changes in Company's Capital Structure. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of Stock or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the outstanding shares of Stock of the Company shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares or recapitalization, the number and kind of shares subject to the Plan or subject to any Options theretofore granted, and the option prices shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate option price. 11. Withholding of Taxes. The Company may directly or indirectly withhold all federal, state, city or other taxes as a result of the Employee's exercise of Options. The Employee shall either provide the Company with the necessary funds to pay any withholding obligations arising from the exercise of an Option or accept a reduction in the number of shares of Stock to be delivered as a result of an exercise by the number of shares of Stock having a fair market value equal to the amount of withholding required. The Employee shall notify the Company of his election to provide the additional funds required or accept a reduction in the number of shares of Stock issued at the time an Option is exercised. 12. Compliance with Other Laws and Regulations. The Plan, the grant and exercise of Options thereunder and the obligation of the Company to sell and deliver shares of Stock under such Options shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (a) the listing of such shares of Stock on any stock exchange on which the Stock may then be listed and (b) the completion of any registration or qualification of such shares of Stock under any federal or state law, or any ruling or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable. 13. Amendments or Termination. The Board of Directors may amend, alter or discontinue the Plan, but no amendment or alteration shall be made which would impair the rights of any participant under Options theretofore granted without his consent. 14. Headings of No Effect. The Section and subsection headings contained in this Plan are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of the Plan. 15. Effective Date of the Plan. The effective date of the Plan shall be March 16, 1993 subject to registration of interests in the Plan and Stock to be issued pursuant to Options with the Securities and Exchange Commission, if required. Options may be granted by the Committee as provided herein subject to such subsequent registration with the Securities and Exchange Commission. 16. Plan Name. The Plan shall be known as the "Stewart & Stevenson Services, Inc. 1993 Nonofficer Employee Stock Option Plan." 17. Options not Includable for Benefit Purposes. Each Employee, by accepting an Option, will acknowledge and agree (i) that the grant of Options to him is special incentive compensation which is not to be taken into account as "wages" or "salary" in determining payments or benefits to the Employee under any pension, thrift, stock or deferred compensation plan of Company and (ii), on behalf of his beneficiary, that such grant will not affect any life insurance coverage available to such beneficiary under any life insurance plan covering employees of the Company. 18. No Employment Commitment. Neither any grant of Options nor the execution of an agreement with respect thereto, as contemplated hereby, by the Company is to be interpreted or construed as imposing upon the Company any obligation to retain the services of an Employee for any period of time, and, in the absence of a written employment agreement, such employment will continue to be at the pleasure of the Company and at such compensation as the Company determines from time to time. 19. No Right to Receive Options. Nothing in the Plan shall be construed to give any Employee of the Company any right to receive a grant of Options. EX-5 3 LEGAL OPINION LEGAL OPINION Stewart & Stevenson Services, Inc. Houston, Texas As General Counsel of Stewart & Stevenson Services, Inc. (the "Company"), a Texas corporation, I have participated in the preparation and adoption of the Stewart & Stevenson Services, Inc. 1993 Nonofficer Employee Stock Option Plan (the "Plan") and the preparation of a Registration Statement on Form S-8 (the "Registration Statement") with respect to 115,000 shares (the "Shares") of Common Stock, without par value, of the Company to be offered to nonofficer employees of the Company pursuant to options granted pursuant to the Plan. It is my opinion that the Shares have been duly authorized and that, when issued upon the exercise of an option granted pursuant to the Plan, the Shares will be validly issued, fully paid and nonassessable. /s/ Lawrence E. Wilson Lawrence E. Wilson Vice President & General Counsel March 30, 1994 EX-23 4 AUDITOR CONSENT AUDITOR'S CONSENT Stewart & Stevenson Services, Inc. Houston, Texas We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report on the financial statements and schedules included in the Annual Report on Form 10-K of Stewart & Stevenson Services, Inc. for the year ended January 31, 1993. /s/ Arthur Andersen & Co. ARTHUR ANDERSEN & CO. Houston, Texas March 30, 1994 EX-23 5 LEGAL CONSENT CONSENT OF LEGAL COUNSEL Stewart & Stevenson Services, Inc. Houston, Texas I hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of my opinion regarding legality. /s/ Lawrence E. Wilson Lawrence E. Wilson Vice President & General Counsel March 30, 1994 -----END PRIVACY-ENHANCED MESSAGE-----