-----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, KuhtLsOjGPgME1i3NwR9Zw2UyoEc5VH2zMNPBil93Wuzc1XmOv/ayDLeJiqSERDx tiuzHvNwpeZbGb+tvIB/WA== 0000912057-02-014884.txt : 20020416 0000912057-02-014884.hdr.sgml : 20020416 ACCESSION NUMBER: 0000912057-02-014884 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020412 EFFECTIVENESS DATE: 20020412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWART & STEVENSON SERVICES INC CENTRAL INDEX KEY: 0000094328 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 741051605 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86144 FILM NUMBER: 02609530 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 a2076714zs-8.txt S-8 Registration No. 33- ............ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Number) 2707 NORTH LOOP WEST HOUSTON, TEXAS 77008 (Address of Principal Executive Offices) (Zip Code) STEWART & STEVENSON SERVICES, INC. AMENDED AND RESTATED 1996 DIRECTOR STOCK PLAN (Full title of the plan) CARL B. KING 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 (1) OFFERING PRICE (1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, without par value per share............. 350,000 $ 17.56 $ 6,146,000 $565.43 - --------------------------------------------------------------------------------------------------------------------------------
(1) 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 April 9, 2002, for purposes of calculating the registration fee. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this Form (Registration Statement 333-15271, the "Earlier Registration Statement") relating to the Stewart & Stevenson Services, Inc. 1996 Director Stock Plan (the "Earlier Plan") is effective. Pursuant to the Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference, except to the extent such contents are superseded by the contents of this Registration Statement. The Amended and Restated Plan (which amended and restated the Earlier Plan) was adopted and approved by the Board of Directors of Stewart & Stevenson Services, Inc., a Texas corporation (the "Company") on April 9, 2002, and is subject to the approval of the shareholders of the Company. The Company will not grant any stock rewards or stock options under the Amended and Restated Plan until the Amended and Restated Plan has been adopted and approved by the shareholders of the Company at the 2002 Annual Meeting of the Shareholders. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference in this Registration Statement: (a) The Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2002, as filed on April 12, 2002. (b) The description of the Company's Common Stock included in the Company's registration statement on Form 8-A of the Company, filed on May 31, 1977. (c) The description of the Rights to Purchase Shares of the Company's Common Stock that are attached to the Common Stock, included in the Company's registration statement on Form 8-A, filed on March 16, 1995. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The consolidated financial statements of the Company incorporated by reference in this Registration Statement from the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2002, have been audited by Arthur Andersen LLP, independent accountants, as indicated in their report dated March 27, 2002 and are incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing. The validity of the issuance of the shares of Common Stock registered hereby will be passed upon by William L. Moll, Jr., Managing Attorney for the Company. Mr. Moll beneficially owns 1,625 shares of Common Stock, including 1,625 shares which Mr. Moll has the right to acquire within 60 days. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 2.02-1 of the Texas Business Corporation Act provides that: 1) A corporation may indemnify any officer or director from and against any judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with a threatened, pending or completed action, suit, investigation or other proceeding to which he is, was or is threatened to be a party; PROVIDED that it is determined by the Board of Directors, a committee thereof, special legal counsel or a majority of the stockholders that such officer or director: (a) acted in good faith; (b) reasonably believed that his conduct was in the best interest of the corporation or was, in some circumstances, at least not opposed to the corporation's interest and (c) in a criminal case, had no reasonable cause to believe his conduct was unlawful. Such indemnity is limited to the reasonable expenses actually incurred in matters as to which the officer or director is found liable to the corporation or is found liable on the basis that a personal benefit was improperly received by him. No indemnification is permitted with respect to any proceeding in which the officer or director is found liable for willful or intentional misconduct in the performance of his duty to the corporation. 2) A corporation shall indemnify a director against reasonable expenses incurred by him in connection with a threatened, pending or completed action, suit, investigation or other proceeding to which he is, was or was threatened to be a party if he has been wholly successful in its defense. 3) A corporation may advance an officer or director the reasonable costs of defending an action, suit, investigation or other proceeding in certain cases. 4) A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint 3 venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article. The bylaws of the Company provide in relevant part: "Section 6.9. Indemnification of Officers and Directors. The Corporation shall indemnify any person against any judgment, penalty, fine, settlement and reasonable expenses incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is or is threatened to be made a party because he is or was serving as an officer or director of the Corporation or at the request of the Corporation as an officer, director, partner, venturer, proprietor, trustee, employee, agent or other functionary of another entity and (i) such person is wholly successful in the defense thereof, or (ii) it is determined in the manner required by law that such person conducted himself in good faith, reasonably believed that his conduct was in the best interest of the Corporation and had no reasonable cause to believe that his conduct was unlawful; provided, however, that no person shall be indemnified with respect to any matter as to which such person is found liable to the Corporation. Any such indemnification shall be reported in writing to the stockholders of the Corporation on or before the notice or waiver of notice of the next stockholders' meeting and in any event within twelve (12) months of the indemnification. The right of indemnification under this Section 6.9 shall be in addition to any other rights to which such persons may be entitled." The Company has entered into indemnification agreements with each officer and director under which the Company has agreed to indemnify such persons to the fullest extent permitted by applicable laws and the bylaws of the Company. The Company has also purchased a directors and officers liability and corporation reimbursement policy in the amount of $20,000,000, which, subject to certain exceptions, protects the officers and directors of the Company against liabilities arising from any claim for breach of duty, neglect, error, misstatement, misleading statement, omission or other act attempted, committed or allegedly committed by reason of the director or officer acting in such capacity. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as a part of this Registration Statement pursuant to Item 601 of Regulation S-K. 4.1 Stewart & Stevenson Services, Inc. Amended and Restated 1996 Director Stock Plan. 4 5.1 Opinion of William L. Moll, Jr., Managing Attorney for the Company. 23.1 Consent of Arthur Andersen LLP, independent public accountants. 23.2 Consent of William L. Moll, Jr., Managing Attorney for the Company. 5 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) 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; PROVIDED, HOWEVER, That paragraph (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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. (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. 6 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 foregoing provisions, 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 Act 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 Act and will be governed by the final adjudication of such issue. 7 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 12th day of April, 2002. STEWART & STEVENSON SERVICES, INC. By: /s/ MICHAEL L. GRIMES ------------------------------------------- Michael L. Grimes President and Chief Executive Officer 8 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 12th day of April, 2002. /s/ ROBERT S. SULLIVAN /s/ HOWARD WOLF - --------------------------- ------------------------------ Robert S. Sullivan Howard Wolf Director Director /s/ DONALD E. STEVENSON /s/ MICHAEL L. GRIMES - --------------------------- ------------------------------ Donald E. Stevenson Michael L. Grimes Director Director /s/ CHARLES R. OFNER /s/ MAX L. LUKENS - --------------------------- ------------------------------ Charles R. Ofner Max L. Lukens Director Director /s/ MONROE M. LUTHER /s/ C. JIM STEWART III - --------------------------- ------------------------------ Monroe M. Luther C. Jim Stewart III Director Director /s/ KHLEBER V. ATTWELL /s/ DARVIN M. WINICK - --------------------------- ------------------------------ Khleber V. Attwell Darvin M. Winick Director Director 9 EXHIBIT INDEX 4.1 Stewart & Stevenson Services, Inc. Amended and Restated 1996 Director Stock Plan 5.1 Opinion of William L. Moll, Jr., Managing Attorney for the Company 23.1 Consent of Arthur Andersen LLP 23.2 Consent of William L. Moll, Jr., Managing Attorney for the Company 10 EX-4.1 3 a2076714zex-4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 ================================================================================ STEWART & STEVENSON SERVICES, INC. AMENDED AND RESTATED 1996 DIRECTOR STOCK PLAN APRIL 8, 2002 ================================================================================ TABLE OF CONTENTS PAGE ARTICLE I. PURPOSE.........................................................1 ARTICLE II. ELIGIBILITY....................................................1 ARTICLE III. STOCK SUBJECT TO THE PLAN.....................................1 ARTICLE IV. DIRECTOR STOCK AWARDS..........................................1 ARTICLE V. TERMS, CONDITIONS AND FORM OF OPTIONS...........................1 SECTION 5.1 NON-STATUTORY STOCK OPTIONS............................2 SECTION 5.2 OPTION GRANT DATES.....................................2 SECTION 5.3 TRANSFERABILITY........................................2 SECTION 5.4 VESTING AND TERM OF OPTION.............................2 SECTION 5.5 CHANGE OF CONTROL......................................2 SECTION 5.6 MANNER OF EXERCISE.....................................3 SECTION 5.7 TERMINATION OF DIRECTORSHIP............................3 ARTICLE VI. OPTION PRICE...................................................4 ARTICLE VII. VALUATION OF STOCK............................................4 ARTICLE VIII. NO RIGHT TO CONTINUE AS A DIRECTOR...........................4 ARTICLE IX. ADJUSTMENT TO STOCK............................................4 ARTICLE X. EFFECTIVE DATE..................................................4 ARTICLE XI. AMENDMENT OF THE PLAN..........................................5 ARTICLE XII. USE OF PROCEEDS...............................................5 ARTICLE XIII. COMPLIANCE WITH APPLICABLE LAWS..............................5 ARTICLE XIV. GOVERNING LAW.................................................5 ARTICLE XV. SUCCESSORS.....................................................5 STEWART & STEVENSON SERVICES, INC. AMENDED AND RESTATED 1996 DIRECTOR STOCK PLAN ARTICLE I. PURPOSE The purpose of this Amended and Restated 1996 Director Stock Plan (the "Plan") of Stewart & Stevenson Services, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's continued progress, to provide them with a further incentive to continue as directors of the Company, and to increase the value of the Company. ARTICLE II. ELIGIBILITY Each director of the Company is eligible to participate in the Plan, unless he or she is an officer or employee of the Company or any subsidiary of the Company ("Eligible Director"). ARTICLE III. STOCK SUBJECT TO THE PLAN The total number of the Company's authorized but unissued shares of common stock, without par value, ("Stock") with respect to which Director Stock Awards and options may be granted shall not exceed in the aggregate 350,000 shares. The class and aggregate number of shares of Stock which may be subject to Director Stock Awards and options granted under the Plan shall be subject to adjustment in accordance with Article IX. In connection with the issuance of shares of Stock under the Plan, the Company may utilize treasury shares or authorized but unissued shares. If any Director Stock Award or option under the Plan shall expire or terminate for any reason without having been exercised in full or if any Director Stock Award or option shall be forfeited, the shares subject to the unexercised or forfeited portion of such award or option shall again be available for purposes of the Plan. ARTICLE IV. DIRECTOR STOCK AWARDS On the date of each annual meeting of the Company's shareholders ("Annual Meeting") after the Effective Date (within the meaning of Article X), the Company will, without cost to the grantee and without the exercise of the discretion of any person or persons, award and issue to each Eligible Director who is elected to serve a term as a director at each such meeting and to each Eligible Director who is serving as a director for a term that continues after such meeting, that number of shares of Stock (rounded down to the nearest whole share) determined by dividing (i) the sum of $15,000 by (ii) the fair market value (as determined in Article VII) of a share of Stock on the date of such meeting. If an Eligible Director is elected or appointed to serve a term as a director on a date other than the date of the Company's Annual Meeting and has not otherwise received a Director Stock Award for such year, the Company will, without cost to the grantee and without the exercise of the discretion of any person or persons, award and issue to such Eligible Director a prorated Director Stock Award equal to the product of (X) the quotient of $15,000 divided by the fair market value (as determined in Article VII) of a share of Stock on the date of such election or appointment, multiplied by (Y) the quotient of the number of days remaining until the Company's next Annual Meeting divided by 365 days. With respect to each Director Stock Award, the Eligible Director shall pay to the Company all amounts, if any, that the Company is required to collect and remit to the Internal Revenue Service or any other taxing authority as a result of such award. ARTICLE V. TERMS, CONDITIONS AND FORM OF OPTIONS Each option granted under this Plan shall be evidenced by a written agreement which shall be subject to the following terms and conditions: SECTION 5.1 NON-STATUTORY STOCK OPTIONS. All options granted under the Plan shall be nonstatutory options, not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended to date and as may be further amended from time to time (the "Code"). SECTION 5.2 OPTION GRANT DATES. On the date of each Annual Meeting after the Effective Date of the Plan, the Company will, without cost to the grantee and without the exercise of the discretion of any person or persons, grant to each Eligible Director who is elected to serve a term as a director at such meeting and to each Eligible Director who is serving as a director for a term that continues after such meeting, an option to acquire 5,000 shares of Stock at an exercise price determined in accordance with Article VI and subject to adjustment under Article IX; PROVIDED, that the Board of Directors may, in its discretion by majority vote, increase or decrease the number of shares subject to the aforementioned option. If an Eligible Director is elected or appointed to serve a term as a director on a date other than the date of the Company's Annual Meeting and has not otherwise received an option to acquire shares of Stock for such year, the Company will, without cost to the grantee and without the exercise of the discretion of any person or persons, on the date of such election or appointment, grant to such Eligible Director an option to acquire 5,000 shares of Stock at an exercise price determined in accordance with Article VI and subject to adjustment under Article IX; PROVIDED, that the Board of Directors may, in its discretion by majority vote, increase or decrease the number of shares subject to such option. Furthermore, the Board of Directors of the Company may, from time to time, deem it appropriate and may provide certain Eligible Directors with additional options to acquire Stock at an exercise price determined in accordance with Article VI and subject to adjustment under Article IX. SECTION 5.3 TRANSFERABILITY. Each option granted under the Plan by its terms shall not be transferable by the grantee otherwise than by will or by the laws of descent and distribution or pursuant to a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. SECTION 5.4 VESTING AND TERM OF OPTION. Options become exercisable on the first anniversary date after the date upon which the options were granted. When an option becomes exercisable, the shares may be purchased at any time, or from time to time, in whole or in part, until the option term expires; provided, however, that any option granted pursuant to the Plan shall become exercisable in full upon the death of the grantee, the failure of such grantee to stand for re-election or be re-elected, or the retirement of such grantee after serving at least 60 consecutive months on the Board of Directors. Unless terminated earlier in accordance with the terms of the Plan, each option shall terminate upon the expiration of ten years after such option was granted. SECTION 5.5 CHANGE OF CONTROL. In the case of any merger, exchange of shares, consolidation or combination of the Company (other than a transaction in which the holders of Stock immediately prior to the consummation thereof own 50% or more of the voting securities eligible to vote for the election of directors of the surviving entity immediately after the consummation of such transaction) all options theretofore granted and not fully exercisable shall become exercisable on the date that is 30 days prior to the record or effective date of such merger, exchange of shares, consolidation or combination. If a tender offer or exchange offer for the Stock (other than such an offer by the Company) is commenced or if the Company shall set a record date to approve an agreement providing for a sale or other disposition of all or substantially all of the assets of the Company, all options theretofore granted and not fully exercisable shall become exercisable in full upon the commencement of such tender offer or 30 days prior to such record date and shall remain so exercisable for a period of 60 days following such date after which they shall revert to being exercisable in accordance with their terms. If any tender offer, exchange offer, or sale or other disposition of all or substantially all of the assets of the Company results in any grantee ceasing to be a director of the Company, then all options theretofore granted and not fully exercisable shall automatically become exercisable in full upon the termination of such person as a director. SECTION 5.6 MANNER OF EXERCISE. Options may be exercised only by written notice to the Company, which notice must specify the date the stock option is to be exercised (such date must be on or after the date of the notice) and the number of shares of Stock covered by the exercise, accompanied by payment of the full option price of the shares covered by the options being exercised and payment of all amounts, if any, that the Company is required to collect and remit to the Internal Revenue Service or any other taxing authority as a result of such exercise. Such payment shall be made in one or a combination of the following alternative forms: (i) cash (including check, bank draft or money order); (ii) certificates, duly endorsed or accompanied by appropriate transfer instruments, representing shares of Stock previously acquired and standing in the name of the grantee, with an aggregate fair market value on the date of exercise that is equal to or less than the option price of the shares covered by the options being exercised hereunder; or (iii) by delivering a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the total option price in cash. If the grantee desires that the shares of Stock be registered in his or her name and that of another as joint tenants with rights of survivorship, he or she should so state in the notice. In no case may fewer than 100 of such shares be purchased at any one time, except to purchase a residue of fewer than 100 shares. An option may not be exercised for a fractional share. SECTION 5.7 TERMINATION OF DIRECTORSHIP. All rights of a grantee in an option, to the extent that such rights have not been exercised, shall lapse and be forfeited one year after the termination of his or her services as a director of the Company or, if earlier, on the original expiration date of the option. In the case of retirement, whether by reason of disability or age, such grantee's option may be exercised within the period set forth in the preceding sentence by such grantee or his or her legal representative. In the case of death, such grantee's option may be exercised within the period set forth in the preceding sentence by the personal representative of the grantee's estate or by the person or persons to whom the option is transferred pursuant to the grantee's will or in accordance with the laws of descent and distribution. ARTICLE VI. OPTION PRICE The option price per share for the shares covered by each option shall be the fair market value (as determined in Article VII) of one share of Stock as of the date of grant of the option; PROVIDED, that the Board of Directors may, in its discretion by majority vote, set the option price per share for the shares covered by each option in excess of the fair market value of one share of Stock as of the date of grant of the option. ARTICLE VII. VALUATION OF STOCK For all valuation purposes under the Plan, the fair market value of a share of Stock shall be the last reported sale price as of the close of trading activity on the day for which such fair market value is to be determined, as reported on the Nasdaq National Market system, or any similar system then in use, or the principal securities exchange on which the Stock is listed on such date. If there is no trade on such day, then the last trade price on the next preceding day for which there does exist such a trade shall be determinative of fair market value. ARTICLE VIII. NO RIGHT TO CONTINUE AS A DIRECTOR Neither the Plan nor the granting of a Director Stock Award or an option nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time or at any particular rate of compensation. ARTICLE IX. ADJUSTMENT TO STOCK In the event any change is made to the Stock subject to the Plan or subject to any outstanding option granted under the Plan (whether by reason of merger, exchange of shares, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or otherwise), then appropriate adjustments shall be made to the number of shares and option price per share of Stock subject to outstanding options. The grant of Stock or options under the Plan shall not affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. ARTICLE X. EFFECTIVE DATE The Plan originally became effective on June 10, 1997, the date of the first Annual Meeting after the adoption of the Plan by the Board of Directors of the Company (the "Effective Date"). ARTICLE XI. AMENDMENT OF THE PLAN The Board of Directors of the Company may suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided that no such amendment shall adversely affect a grantee's rights under any Director Stock Award previously issued or option previously granted without the grantee's consent. ARTICLE XII. USE OF PROCEEDS The cash proceeds received by the Company from the issuance of shares pursuant to options under the Plan shall be used for general corporate purposes. ARTICLE XIII. COMPLIANCE WITH APPLICABLE LAWS All transactions pursuant to terms of the Plan, including, without limitation, grants of Stock and grants and vesting of options, shall only be effective at such time as counsel to the Company shall have determined that such transaction will not violate federal or state securities or other laws or regulations. ARTICLE XIV. GOVERNING LAW The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Texas and construed accordingly. ARTICLE XV. SUCCESSORS The Plan shall be binding upon the successors and assigns of the Company. DIRECTOR NON-STATUTORY STOCK OPTION This stock option ("Stock Option") has been granted this _____ day of _______________, 200__, by STEWART & STEVENSON SERVICES, INC., a Texas corporation, with its principal office in Houston, Texas ("Company"), to _____________________________________ ("Optionee"), an Eligible Director under the Company's Amended and Restated 1996 Director Stock Plan ("Plan"). The Optionee is entitled to purchase _______ shares of the Company's common stock, no par value, at an option price of $__________ per share, pursuant to the Plan as in effect on the date hereof, the terms of which are incorporated herein by reference and are hereby made a part of this Stock Option, and a copy of which has been given to Optionee. STEWART & STEVENSON SERVICES, INC. By: ________________________________ Name:___________________________ Title:__________________________ "Company" Agreed and Accepted by: ________________________________ Name:___________________________ "Optionee" EX-5.1 4 a2076714zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 LEGAL OPINION Stewart & Stevenson Services, Inc. Houston, Texas As Managing Attorney for Stewart & Stevenson Services, Inc. (the "Company"), a Texas corporation, I have participated in the preparation and adoption of the Stewart & Stevenson Services, Inc. Amended and Restated 1996 Director Stock Plan (the "Plan") and the preparation of a Registration Statement on Form S-8 (the "Registration Statement") with respect to 350,000 shares (the "Shares") of Common Stock, without par value, of the Company to be offered to directors of the Company pursuant to grants of stock awards and options granted pursuant to the Plan. It is my opinion that the Shares have been duly authorized and that, when issued either pursuant to a grant of a stock award or upon the exercise of an option granted pursuant to the Plan, the Shares will be validly issued, fully paid and nonassessable. /s/ WILLIAM L. MOLL, JR. - ------------------------------ William L. Moll Managing Attorney April 12, 2002 EX-23.1 5 a2076714zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 for the Amended and Restated 1996 Director Stock Plan of our report dated March 27, 2002 included in Stewart & Stevenson Services, Inc.'s Form 10-K for the year ended January 31, 2002 and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN Houston, Texas April 10, 2002 EX-23.2 6 a2076714zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 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 the legality of 350,000 shares of Stewart & Stevenson Services, Inc. Common Stock, without par value, to be issued upon either the grant of stock awards or the exercise of options granted pursuant to the Stewart & Stevenson Services, Inc. Amended and Restated 1996 Director Stock Plan. /s/ WILLIAM L. MOLL, JR. - ------------------------------------ William L. Moll Managing Attorney April 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----