-----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, sgCqdb+420EO0h6hV5k3ToSXAi9DsTMC4sdcdZX+vIYyvumElPcRyBTiTlOcVG/7 +ufMyZrA+r7VSotNb8K7pw== 0000890566-94-000459.txt : 19941122 0000890566-94-000459.hdr.sgml : 19941122 ACCESSION NUMBER: 0000890566-94-000459 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19941118 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECH SYM CORP CENTRAL INDEX KEY: 0000096669 STANDARD INDUSTRIAL CLASSIFICATION: 3812 IRS NUMBER: 741509818 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56533 FILM NUMBER: 94561207 BUSINESS ADDRESS: STREET 1: 10500 WESTOFFICE DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77042-5391 BUSINESS PHONE: 7137857790 MAIL ADDRESS: STREET 1: 10500 WESTOFFICE DRIVE STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77042-5391 FORMER COMPANY: FORMER CONFORMED NAME: WESTEC CORP DATE OF NAME CHANGE: 19700721 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN EQUITIES INC DATE OF NAME CHANGE: 19660921 S-3 1 REGISTRATION STATEMENT ON FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1994. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TECH-SYM CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 74-1509818 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) J. RANKIN TIPPINS 10500 WESTOFFICE DRIVE, SUITE 200 10500 WESTOFFICE DRIVE, SUITE 200 HOUSTON, TEXAS 77042-5391 HOUSTON, TEXAS 77042-5391 (713) 785-7790 (713) 785-7790 (ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF AND TELEPHONE NUMBER, INCLUDING REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AREA CODE, OF AGENT FOR SERVICE) COPIES TO: THOMAS P. MASON ANDREWS & KURTH L.L.P. 4200 TEXAS COMMERCE TOWER HOUSTON, TEXAS 77002 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of each class Amount offering aggregate Amount of of securities to be to be price per offering registration to be registered registered unit* price fee - -------------------- ---------- --------- --------- ------------ Common Stock, par 40,000 shares $24.19 $967,600 $334 value $.10 per share * Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee based upon the average of the high and low prices as reported by the New York Stock Exchange on November 18, 1994. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. SUBJECT TO COMPLETION, DATED NOVEMBER 18, 1994 PROSPECTUS 40,000 SHARES TECH-SYM CORPORATION COMMON STOCK All of the shares of Common Stock offered hereby are being sold by certain stockholders (the "Selling Stockholders") of the Company. See "Selling Stockholders." The Company will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. The Common Stock is listed on the New York Stock Exchange ("NYSE") under the symbol "TSY." On November 17, 1994, the closing price for the Common Stock as reported by the NYSE was $24.125 per share. The shares of Common Stock offered hereby may be sold from time to time in ordinary brokerage transactions on the NYSE or in privately negotiated transactions, through agents or directly to one or more purchasers, at the prevailing market price, at prices related to such prevailing market prices, at fixed prices which may be changed or at negotiated prices. The Selling Stockholders may effect such transactions by selling the shares of Common Stock offered hereby to or through agents, underwriters or broker-dealers, and such persons may require compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchaser of such shares of Common Stock. See "Plan of Distribution." All expenses of registration incurred in connection with the shares of Common Stock offered hereby will be paid by the Company. All selling and other expenses incurred by the Selling Stockholders will be paid by the Selling Stockholders. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS NOVEMBER 18, 1994. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO OR A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Registration Statement", which term encompasses all amendments, exhibits, annexes and schedules thereto) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock offered hereby. This Prospectus, which constitutes a part of the Registration Statement, does not contain all the information set forth in the Registration Statement, to which reference is hereby made. Statements made in this Prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement and the exhibits thereto, reference is hereby made to the exhibit for a more complete description of the matter involved, and each statement made herein shall be deemed qualified in its entirety by such reference. See "Documents Incorporated by Reference." The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files periodic reports, proxy and information statements and other information with the Commission. The Registration Statement filed by the Company with the Commission, as well as such reports, proxy and information statements and other information filed by the Company with the Commission, may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the Commission located at 7 World Trade Center, Suite 1300, New York, New York 10048, and the Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material, when filed, may also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock is traded on the New York Stock Exchange and such reports, proxy and information statements and other information concerning the Company are available at the offices of the New York Stock Exchange located at 20 Broad Street, New York, New York 10005. DOCUMENTS INCORPORATED BY REFERENCE The following documents or portions thereof filed by the Company with the Commission are hereby incorporated by reference in this Prospectus: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1993; (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (the "1994 First Quarter Form 10-Q"); (iii) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (the "1994 Second Quarter Form 10-Q"); (iv) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (the "1994 Third Quarter Form 10-Q"); and (v) the Company's Proxy Statement dated March 30, 1994, relating to the solicitation of proxies in connection with the Company's 1994 Annual Meeting of Stockholders. In addition, all reports and definitive proxy statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of Common Stock made hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the foregoing documents incorporated hereby by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into documents that this Prospectus incorporates). Written or telephone requests should be directed to the Secretary of the Company at Tech-Sym Corporation, 10500 Westoffice Drive, Suite 200, Houston, Texas 77042-5391, telephone (713) 785-7790. THE COMPANY Tech-Sym Corporation is a diversified electronics manufacturing company primarily involved in the design, development and manufacture of products used in defense, petroleum exploration, radio broadcasting, meteorology, environmental instrumentation, radio and telephone communication, air traffic control and space. The Company operates through seven principal subsidiaries from its headquarters in Houston, Texas. Products are marketed independently through each of the Company's operating subsidiaries. Syntron, Inc., located in Houston, Texas, with subsidiaries in England and Singapore, designs, manufactures and repairs data acquisition and control systems used in the exploration and production of oil and gas. It also makes products which control the depth and measure the direction and location of each segment of seismic towed arrays. Syntron's primary customers are companies throughout the world which are engaged in the offshore exploration for hydrocarbons, including independent oil companies, national oil companies and service companies. Metric Systems Corporation in Fort Walton Beach, Florida, and Sumter, South Carolina, designs and manufactures a variety of electronic systems for industrial customers and for domestic and foreign government agencies. Metric Systems' products include systems for training military pilots and crews; cargo handling and aerial delivery systems; and electronic control, monitoring and power distribution systems for naval applications. Continental Electronics Corporation in Dallas, Texas, designs and manufactures high power radio frequency energy sources used for radio broadcasts, communications, radar systems and special applications. Continental's customers include the commercial radio broadcast industry, private and governmental agencies that operate radio stations, governmental agencies that engage in scientific research, industrial organizations whose applications include radio frequency heating and government defense agencies. Continental owns a majority equity interest in Continental - Lensa S.A. in Santiago, Chile, which designs, manufactures and sells solid state AM broadcast transmitters. TRAK Microwave Corporation in Tampa, Florida, with a subsidiary in Scotland, is an established supplier of active and passive electronic microwave components, microwave subsystems and precision timing equipment. TRAK's principal customers are domestic and foreign manufacturers of communications systems, defense electronics products, aircraft, missiles, satellites and navigation systems. Enterprise Electronics Corporation ("EEC") in Enterprise, Alabama, is a worldwide leader in weather radar technology. The meteorological systems it designs and manufactures detect, analyze and display information on weather patterns and events through the use of sophisticated Doppler radars and computer processing. These systems are a major element of population safety programs when dealing with natural disasters such as hurricanes, tornadoes and other severe weather events. They are also utilized extensively for airport weather safety analysis such as wind shear warning, agricultural weather prediction, hydrology and flood warning efforts. EEC's customers include meteorology departments of universities and governmental agencies, military organizations, television stations and other commercial organizations which sell weather data. Tecom Industries, Incorporated, in Chatsworth, California, designs and manufactures antennas and computer-controlled electromechanical positioners for wireless communication, navigation, surveillance and command control applications. Its customers are original equipment manufacturers and end users in both foreign and domestic markets. Anarad, Inc., in Santa Barbara, California, designs, manufactures and sells electronic equipment and computer software used by utilities, incinerators, and industrial plants to monitor emissions and to analyze and control industrial processes. The Company's corporate headquarters are located at 10500 Westoffice Drive, Suite 200, Houston, Texas 77042-5391, and its telephone number is (713) 785-7790. USE OF PROCEEDS The Selling Stockholders will receive all of the net proceeds from the sale of the shares of Common Stock offered hereby. The Company will not receive any of the proceeds from the sale of the Common Stock offered hereby. SELLING STOCKHOLDERS This Prospectus relates to the periodic offer and sale of up to 40,000 shares of Common Stock by the Selling Stockholders listed below. The following table sets forth the names of the Selling Stockholders, the number of shares of Common Stock beneficially owned by each of them as of October __, 1994, and the number of shares covered by this Prospectus.
Amount to be Beneficially Owned After Offering Number of Shares ---------------------------------- of Common Stock Number of Shares of Beneficially Owned Common Stock Covered Number of Shares Selling Stockholders Before Offering by this Prospectus of Common Stock Percentage - -------------------- ------------------ ----------------------- ---------------- ---------- Estate of Keith R. Beeman 10,000 9,000 10,000 * A. A. Gallotta, Jr. -- 5,000 -- * Christopher C. Kraft, Jr. 500 6,000 500 * Walter B. Putnam 100 10,000 100 * Joal A. Teresko 1,500 10,000 1,500 * * less than one percent (1%). All of such shares are shares to be received upon the exercise of stock options previously granted by the Company except for 600 shares held by Mr. Teresko that were received upon a previous exercise of stock options. Assumes all shares covered by this Prospectus are sold. Current director of the Company.
PLAN OF DISTRIBUTION The shares of Common Stock offered hereby may be sold from time to time in ordinary brokerage transactions on the NYSE or in privately negotiated transactions, through agents or directly to one or more purchasers, at the prevailing market price, at prices related to such prevailing market prices, at fixed prices which may be changed or at negotiated prices. The Selling Stockholders may effect such transactions by selling the shares of Common Stock offered hereby to or through agents, underwriters or broker- dealers, and such persons may require compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchaser of such shares of Common Stock. LEGAL MATTERS The validity of the shares of Common Stock offered hereby is being passed upon for the Company by its General Counsel and Secretary, J. Rankin Tippins. EXPERTS The financial statements and schedules incorporated by reference herein, to the extent and for the periods indicated in their reports, have been audited by Price Waterhouse LLP, independent public accountants, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said reports. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. SEC registration fee $ 334 *Printing and engraving fees $ 500 *Accounting fees $ 500 *Legal fees $ 3,000 *Blue Sky fees and expenses $ -- *Miscellaneous $ 166 --------- **TOTAL $ 4,500 ========= * Estimated. ** All of the above expenses are to be borne by the Company. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 78.751 of the Nevada Business Corporation Act provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he 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 venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Further, such Act provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he 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 venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Article VIII of the Company's Bylaws provides, in general, that the Company shall indemnify its officers and directors to the fullest extent permissible under Nevada law. The Company provides liability insurance for each director or officer for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the Company. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits The following documents are included as Exhibits to this Registration Statement. An asterisk (*) before an Exhibit number denotes that such Exhibit has been incorporated by reference to the registration statement or report specified in the brackets thereafter. *3(a) Articles of Incorporation of Registrant, as amended [Registrant's 10-K (1989), SEC File No. 1-4371, Exhibit 3(a)] *3(b) By-Laws of Registrant, as amended [Registrant's 10-K (1993), SEC File No. 1-4371, Exhibit 3(b)] *4(a) Amended and Restated Rights Agreement dated as of June 1, 1988, between the Registrant and Continental Stock Transfer and Trust Company, as rights agent, relating to Common Stock Purchase Rights [Registrant's 10-K (1993), SEC File No. 1-4371, Exhibit 4(a)] *4(b) Note Agreement dated as of March 1, 1989, between the Registrant and Principal Mutual Life Insurance Company et al with respect to $20,000,000 principal amount of 10.28% Senior Notes due March 1, 2001 (excluding attachments) [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(b)] *4(c) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $12 million and issued to Principal Mutual Life Insurance Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(c)] *4(d) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $5 million and issued to Crown Life Insurance Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(d)] *4(e) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $2 million and issued to Guarantee Mutual Life Company ]Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(e)] *4(f) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $1,000,000 and issued to Security Mutual Life Insurance Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(f)] 5(a) Opinion of J. Rankin Tippins, General Counsel and Secretary, as to the validity of the shares of Common Stock. *10(a) 1980 Stock Option Plan of Registrant [Registration Statement No. 2-68084, Exhibit 1.1] *10(b) First Amendment to 1980 Stock Option Plan of Registrant dated February 23, 1982 [Registration Statement No. 2-77742, Exhibit 10(b)] *10(c) Second Amendment to 1980 Stock Option Plan of Registrant dated February 17, 1983 [Registration Statement No. 2-87064, Exhibit 10(c)] *10(d) 1990 Stock Option Plan of Registrant [Registration Statement No. 33-38208, Exhibit 28.1] *10(e) 1990 Stock Option Plan, as amended, effective February 21, 1991 [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(e)] *10(f) Written description of incentive bonus compensation plan effective February 20, 1992 [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(f)] *10(g) Deferred Compensation Agreement dated January 1, 1978, between the Registrant and Robert E. Moore with attached Amendments through January 1, 1991 [Registrant's 10-K (1990) SEC File No. 1-4371, Exhibit 10(g)] *10(h) Consulting Agreement dated January 1, 1981, between TRAK Microwave Corporation and Rollin J. Sloan [Registration Statement No. 2-87064, Exhibit 10(p)] *10(i) First Amendment to Consulting Agreement dated January 1, 1984, between TRAK Microwave Corporation and Rollin J. Sloan [Registrant's 10-K (1983), SEC File No. 1-4371, Exhibit 10(t)] *10(j) Second Amendment to Consulting Agreement dated January 1, 1986, between TRAK Microwave Corporation and Rollin J. Sloan [Registrant's 10-K (1985), SEC File No. 1-4371, Exhibit 10(cc)] *10(k) Third Amendment to Consulting Agreement dated December 10, 1987, between Registrant and Rollin J. Sloan [Registrant's 10-K (1987), SEC File No. 1-4371, Exhibit 10(cc)] *10(l) Consulting Agreement dated January 1, 1988, between Registrant and Robert E. Moore [Registrant's 10-K (1987), SEC File No. 1-4371, Exhibit 1-0(dd)] *10(m) Form of Director's Stock Option Agreement dated February 20, 1986, entered into between Registrant and Keith R. Beeman (4,000 shares), Christopher C. Kraft, Jr. (1,000 shares), Walter B. Putnam (10,000 shares), and Joal A. Teresko (5,000 shares) [Registrant's 10-K (1986), SEC File No. 1-4371, Exhibit 10(kk)] *10(n) Form of Director's Stock Option Agreement dated as of December 10, 1987, entered into between Registrant and Keith R. Beeman (5,000 shares), A. A. Gallotta, Jr. (5,000 shares), Christopher C. Kraft, Jr. (5,000 shares), and Joal A. Teresko (5,000 shares) [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 10(ii)] *10(o) Termination Agreement dated May 1, 1991, between the Registrant and Wendell W. Gamel [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(p)] *10(p) Termination Agreement dated May 1, 1991, between the Registrant and Coy J. Scribner [Registrant's 10- K (1991) SEC File No. 1-4371, Exhibit 10(q)] *10(q) Termination Agreement dated May 1, 1991, between the Registrant and Ray F. Thompson [Registrant's 10- K (1991) SEC File No. 1-4371, Exhibit 10(r)] * 10(r) Termination Agreement dated May 1, 1991, between the Registrant and Richard F. Miles [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(s)] 10(s) First Amendment to Termination Agreement dated April 26, 1994 between the Registrant and Richard F. Miles. *10(t) Termination Agreement dated May 1, 1991, between the Registrant and J. Rankin Tippins [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(t)] *10(u) Termination Agreement dated May 1, 1991, between the Registrant and O. Dale Burris [Registrant's 10- K (1991) SEC File No. 1-4371, Exhibit 10(u)] *10(v) Termination Agreement dated May 1, 1991, between the Registrant and Robert M. McDonald [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(v)] *10(w) Trust Agreement dated June 11, 1991 between the Registrant and Texas Commerce Bank National Association [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(w)] *10(x) First Amendment dated June 1, 1992, to Trust Agreement dated June 11, 1991, between the Registrant and Texas Commerce Bank National Association [Registrant's 10-K (1992) SEC File No. 1- 4371, Exhibit 10(x)] *10(y) Nonemployee Director Retirement Plan of the Registrant effective January 1, 1992 [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(x)] *10(z) Executive Retirement Agreement dated May 1, 1991, between the Registrant and Wendell W. Gamel [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(y)] *10(aa) Executive Retirement Agreement dated May 1, 1991, between the Registrant and Coy J. Scribner [Registrant's 10-K (1991) SEC File No. 1- 4371, Exhibit 10(z)] *10(bb) Executive Retirement Agreement dated May 1, 1991, between the Registrant and Ray F. Thompson [Registrant's 10-K (1991) SEC File No. 1- 4371, Exhibit 10(aa)] *10(cc) Executive Retirement Agreement dated May 1, 1991, between the Registrant and O. Dale Burris [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(bb)] *10(dd) Executive Retirement Agreement dated July 1, 1991, between the Registrant and J. Rankin Tippins [Registrant's 10-K (1991) SEC File No. 1- 4371, Exhibit 10(cc)] 10(ee) Executive Retirement Agreement dated April 26, 1994, between the Registrant and Richard F. Miles. 23(a) Consent of J. Rankin Tippins, General Counsel and Secretary (included in Exhibit 5(a)). 23(b) Consent of Price Waterhouse LLP, independent accountants, to the incorporation by reference in the Prospectus constituting part of this Registration Statement of their report dated February 24, 1994, appearing on Page 36 of the 1993 Annual Report to Shareholders which is incorporated in the Annual Report on Form 10-K for the year ended December 31, 1993, and of their report dated February 24, 1994, on the Financial Statement Schedules appearing on Page S-2 of such Annual Report on Form 10-K 24(a) Powers of Attorney (included on page II of this Registration Statement). ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a)(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; and (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 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. (b) 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 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the such Act, and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person thereof in connection with the securities being registered (and the Securities and Exchange Commission is still of the same opinion), the Company 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 such Act and will be governed by the final adjudication of such issue. 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 18, 1994. Tech-Sym Corporation By: /s/ WENDELL W. GAMEL Wendell W. Gamel Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, THAT EACH OF THE UNDERSIGNED OFFICERS AND DIRECTORS OF TECH-SYM CORPORATION (THE "COMPANY") HEREBY CONSTITUTES AND APPOINTS WENDELL W. GAMEL AND J. RANKIN TIPPINS, OR ANY OF THEM (WITH FULL POWER TO EACH OF THEM TO ACT ALONE), HIS TRUE AND LAWFUL ATTORNEY-IN- FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION, FOR HIM AND ON HIS BEHALF AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN, EXECUTE AND FILE THIS REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OR ALL AMENDMENTS (INCLUDING, WITHOUT LIMITATION, POST-EFFECTIVE AMENDMENTS), WITH ALL EXHIBITS AND ANY AND ALL DOCUMENTS REQUIRED TO BE FILED WITH RESPECT THERETO, WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY REGULATORY AUTHORITY, GRANTING UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES IN ORDER TO EFFECTUATE THE SAME, AS FULLY TO ALL INTENTS AND PURPOSES AS HE HIMSELF MIGHT OR COULD DO IF PERSONALLY PRESENT, HEREBY RATIFYING AND CONFIRMING ALL THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, OR ANY OF THEM, OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities on November 18, 1994. Signature Title /s/ WENDELL W. GAMEL Chairman of the Board, Wendell W. Gamel President and Chief Executive Officer (Principal Executive Officer) /s/ RAY F. THOMPSON Vice President, Treasurer Ray F. Thompson and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ W. L. CREECH Director W. L. Creech /s/ A. A. GALLOTTA, JR. Director A. A. Gallotta, Jr. /s/ CHRISTOPHER C. KRAFT, JR. Director Christopher C. Kraft, Jr. /s/ ROBERT E. MOORE Director Robert E. Moore /s/ COY J. SCRIBNER Director Coy J. Scribner /s/ ROLLIN J. SLOAN Director Rollin J. Sloan /s/ JOAL A. TERESKO Director Joal A. Teresko /s/ CHARLES K. WATT Director Charles K. Watt EX-5.A 2 OPINION OF COUNSEL EXHIBIT 5(a) November 18, 1994 Board of Directors Tech-Sym Corporation 10500 Westoffice Drive Houston, Texas 77042 Gentlemen: As General Counsel and Secretary to Tech-Sym Corporation, a Nevada corporation (the "Company"), I am familiar with the action taken in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of 40,000 shares of common stock, $0.10 par value (the "Common Stock"), of the Company owned by, or issuable to, the Selling Stockholders (as defined in the Registration Statement). In such capacity, I have examined such corporate records and documents, certificates of corporate and public officials and such other instruments as I have deemed necessary for the purposes of the opinions contained herein. I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the original of all documents submitted to me as copies. Based on the foregoing and having due regard to such legal considerations as I deem relevant, I am of the opinion that the shares of Common Stock covered by the Registration Statement have been duly authorized, and that (i) the 600 shares of Common Stock previously issued by the Company to one of the Selling Stockholders pursuant to the exercise of stock options have been validly issued, fully paid and nonassessable and (ii) the remaining 39,400 shares of Common Stock issuable to the Selling Stockholders upon the exercise of stock options, when issued in accordance with the terms of the stock option agreements relating thereto and the payment of the consideration specified therein, will be validly issued, fully paid and nonassessable. I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, J. Rankin Tippins General Counsel and Secretary EX-10.R 3 TERMINATION AGREEMENT REGISTRANT & R.F. MILES EXHIBIT 10 (s) FIRST AMENDMENT TO TERMINATION AGREEMENT WHEREAS, TECH-SYM CORPORATION, a Nevada corporation (the "Company"), and RICHARD F. MILES (the "Employee") previously entered into a Termination Agreement dated as of May 1, 1991; and WHEREAS, the Company and Employee have entered into an Executive Retirement Agreement as of the date hereof and as a consequence desire to amend the Termination Agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Employee hereby agree that effective as of April 26, 1994, Section 4(iii)(A) of the Termination Agreement is hereby amended and restated in its entirety to read as follows: "(A) beginning with the first of the month coincident with or next following the Date of Termination and continuing for each month (or part thereof) during the Termination Period or until Employee's death, if earlier, (the "Employment Period") an amount equal to 1/12th of Employee's Base Salary, reduced by the amount(s), if any, of (a) monthly base salary paid to Employee by another employer for that month or net earnings from self-employment received by Employee that month and (b) monthly retirement benefit, if any, paid to Employee by the Company for that month pursuant to the Executive Retirement Agreement entered into by and between the Company and Employee and dated as of April 26, 1994." All terms used herein that are defined in the Termination Agreement shall have the same meanings given to such terms in the Termination Agreement, except as otherwise expressly provided herein. As amended hereby, the Termination Agreement shall continue in full force and effect without interruption. This amendment may be executed in several counterparts, each of which shall be deemed an original, but all of such counterparts and the Termination Agreement shall constitute but one and the same instrument. IN WITNESS WHEREOF the Company has caused this Amendment to be executed by its duly authorized officer, and the Executive has executed this Amendment effective for all purposes as of the date first written above. TECH-SYM CORPORATION DATED: BY: /s/ WENDELL W. GAMEL TITLE: PRESIDENT /s/ RICHARD F. MILES EXECUTIVE DATED: EX-10.S 4 FIRST AMENDMENT TO TERMINATION AGREEMENT [INSERT EXHIBIT 10.S HERE] EX-10.EE 5 RETIREMENT AGREEMENT REGISTRANT & R.F. MILES EXHIBIT 10(ee) EXECUTIVE RETIREMENT AGREEMENT THIS AGREEMENT made and entered into as of April 26, 1994, between TECH-SYM CORPORATION (the "Company") and RICHARD F. MILES (the "Executive"). W I T N E S S E T H: WHEREAS, the Executive has rendered outstanding service to the Company over a period of years and the Executive's experience and knowledge of the affairs of the Company and his reputation and contacts are extremely valuable to the Company; and WHEREAS, in recognition of the Executive's service to the Company and to encourage the Executive's continued service, the Company is desirous of offering him, in addition to his regular compensation and termination benefits, certain retirement benefits; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and the Executive hereby agree as follows: 1. BENEFITS 1.1 QUALIFICATIONS FOR RETIREMENT BENEFITS. The Executive (or his surviving spouse, as the case may be) shall be entitled to receive the retirement (or death) benefits provided by this Agreement following his termination of employment with the Company unless his employment with the Company is terminated (i) voluntarily by the Executive prior to his attaining age 62, other than due to a Total Disability (as defined below), (ii) by the Company for Cause (as defined below) or (iii) by the Company for any other reason (other than due to a Total Disability) prior to both a Change in Control (as defined in the Termination Agreement described in Section 1.2(b) below) and the 10th anniversary of the Executive's employment commencement date with the Company ("Employment Date"); provided, however, if the Executive's employment is terminated by the Company (other than for Cause or Total Disability) prior to a Change in Control and on or after the 10th anniversary, but before the 15th anniversary, of his Employment Date, the Executive (or his surviving spouse, as the case may be) shall be entitled to receive only a percentage ("Vested Percentage") of the retirement (or death) benefits otherwise provided under this Agreement, based on the following schedule: Executive's Whole Years of TERMINATION DATE Continuous Employment at PERCENTAGE 10, but less than 11 50% 11, but less than 12 60% 12, but less than 13 70% 13, but less than 14 80% 14, but less than 15 90% 15 or more 100% A termination of employment that would entitle the Executive (or his spouse) to receive retirement (or death) benefits as provided hereunder is hereafter referred to as a "Qualified Termination." For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder only upon (i) the willful and continued failure by the Executive to perform substantially the Executive's duties with the Company, other than any such failure resulting from the Executive's incapacity due to physical or mental illness, after a demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the "Board") that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties or (ii) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Company. For purposes of this paragraph, an act or failure to act on the Executive's part shall be considered "willful" if done or omitted to be done by the Executive otherwise than in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company. 1.2 AMOUNT OF RETIREMENT BENEFITS. Following a Qualified Termination the Executive shall receive, beginning with the later of the date of such Qualified Termination or the Executive's 62nd birthday (the "Commencement Date"), an annual retirement benefit equal to 65% of the highest rate of annual base salary in effect for the Executive with the Company at any time prior to the Executive's 61st birthday (the "Base Salary") with such benefit payable on each January 1 on or after the Commencement Date on which he is living; provided, however, that if the Executive's Commencement Date is other than on January 1, the Executive shall receive a partial annual retirement benefit for the remainder of the year in which such Commencement Date occurs in an amount equal to the full annual benefit that will commence on the next January 1 but reduced by a fraction, the numerator of which is the number of calendar months during such year that have elapsed prior to the Commencement Date (with any partial month rounded up to a complete month), and the denominator of which is 12 and such partial benefit shall be paid to the Executive on the first day of the month coinciding with or next following the Commencement Date; provided further, however, that if on the Commencement Date: (a) the Executive has not attained the age of 65, the amount of the annual retirement benefit (and partial benefit, if any) shall be reduced by 1.39% for each full calendar month by which his Commencement Date precedes his 65th birthday unless the Board, in its sole discretion, elects to waive all of part of this reduction; and (b) the Executive is also entitled to receive benefits under a separate Termination Agreement with the Company dated effective as of May 1, 1991 (as the same may be amended from time to time), then for purposes of subparagraph (a) above the Executive's age as of the Commencement Date shall be increased by (but not beyond age 65) the length of the Termination Period (as defined in the Termination Agreement) remaining as of the date of the Qualified Termination; and (c) the Executive is under a Total Disability and entitled (or thereafter becomes entitled) to receive benefits under a group long-term disability plan of the Company, the amount of any such annual disability payments payable under such group plan for such year shall reduce the amount of the annual retirement benefit otherwise payable hereunder for such year and notwithstanding anything in this Section 1.2 to the contrary, if the Executive's employment terminates due to a Total Disability prior to his reaching age 62, (i) his retirement benefits shall not commence hereunder until the Executive reaches age 62 and (ii) the reduction under paragraph (a) above for the early commencement of benefits shall be based on the Executive's age as of the date benefits commence hereunder and not on his age as of the date the Executive becomes totally disabled; and (d) the Executive's Qualified Termination is due to Section 1.1(iii), Executive (or his surviving spouse, as the case may be) shall be entitled to receive only the Vested Percentage of the retirement (or death) benefits otherwise provided above. For purposes of this Agreement, the term "Total Disability" means that, in the opinion of the Executive's physician, the Executive has suffered a mental or physical disability that is expected to be permanent or of long continued duration and which prevents the Executive from continuing full-term his duties with the Company or Subsidiary. 1.3 DEATH BENEFITS. If the Executive is married on his date of death and such death occurs while he is an employee of the Company or on or after a Qualified Termination, including one due to Total Disability, his surviving spouse ("Spouse") shall receive an annual survivor's benefit hereunder in an amount equal to 37 1/2% of the Executive's Base Salary. The Spouse's benefit shall commence on the first day of the month coinciding with or next following the Executive's date of death. Subsequent payment(s) of the Spouse's benefit shall be made on each anniversary of the date such survivor payments first began, provided that the Spouse is alive on such anniversary date, and shall cease when either a total of 10 annual survivor benefit payments have been paid to the Spouse hereunder or the Spouse dies, whichever occurs first. 1.4 LUMP SUMS. Notwithstanding Section 1.2 or Section 1.3 hereof to the contrary, the Board, in its sole discretion, may at any time direct that the actuarial present value of any retirement (or death) benefits accrued under this Agreement, as determined in accordance with the actuarial factors and rates then in effect for a lump sum payment (for an immediate or deferred annuity, as the case may be) upon a qualified plan's termination under Pension Benefit Guaranty Corporation regulations, be immediately paid to the Executive (or his spouse, as the case may be) in a lump sum in cash (by check). 1.5 CONTINUED HEALTH BENEFITS. On and after a Qualified Termination, the Executive shall be entitled to continue, for as long as he lives, his participation and that of his qualified dependents, if any, in the Company's group health plan for active employees in which the Executive participated immediately prior to such Qualified Termination provided that the Executive continues to pay the regular active employee premium, if any, required by such plan; however, in the event that continued participation by the Executive in such plan after the date of his Qualified Termination is not permitted by the plan or such plan is terminated or benefits under such plan would be taxable to the Executive, the Company shall either obtain comparable coverage under another group health plan of the Company (and under which benefits to the Executive would not be taxable) or, if there is none, an individual insurance policy providing comparable benefits with the Executive paying an amount of the premium therefor that is not greater than that which he would have been required to pay from time to time under the Company's group health plan for active employees had his participation continued in such plan and the Company paying the balance of such cost and any taxes on any income the Executive would have as a result of such Company-provided coverage. 2. TERMINATION AND AMENDMENT 2.1 TERMINATION OR AMENDMENT. The Company, by action of the Board, reserves the right to amend or terminate this Agreement for whatever reasons it may deem appropriate as of the first day of the month following the delivery to the Executive of written notice of such amendment or termination; however, no such amendment shall impair, reduce or void the Executive's (or his Spouse's) rights with respect to the continued health benefits provided by Section 1.5 or the retirement (or death) benefits (whether or not in pay status) accrued under this Agreement as of the date of such amendment and further, any termination of this Agreement by the Company shall, notwithstanding anything herein to the contrary, entitle the Executive (or his Spouse, as the case may be) to immediately receive from the Company the lump sum present value of the accrued retirement (or death) benefits as calculated in accordance with Section 1.4. 3. ADMINISTRATION 3.1 BOARD DECISION. The Board's decision whether or not to waive the reduction in the amount of benefits payable in the event of the Executive's Qualified Termination prior to reaching age 65, as provided in Section 1.2(a), shall be totally discretionary with the Board and need not be based upon any standard nor be consistent with any past practices and shall be conclusive on all parties. 3.2 BENEFITS UNFUNDED. This Agreement is completely separate from and is not a part of any other plan, qualified or nonqualified, of the Company and its subsidiaries. The benefits payable hereunder, if any, are in addition to those that may be provided to the Executive under any other plan, arrangement or agreement. Further, the benefits payable hereunder are completely unfunded and shall be payable by the Company solely out of its general assets and the Executive and his spouse shall be unsecured, general creditors of the Company with respect to such benefits; provided, however, the Company, in its discretion, may establish a grantor or "rabbi" trust to pay all or part of the benefits it may be required to pay under this Agreement, in which event this Agreement shall be deemed to be a part of such trust agreement and the Executive hereby waives, with respect to the assets of such rabbi trust, any preference he may have under state law with respect to such assets and acknowledges that he shall be a general, unsecured creditor of the Company with respect to the same. 4. MISCELLANEOUS 4.1 NO EMPLOYMENT RIGHTS. Nothing contained in this Agreement shall be construed as a contract of employment between the Company and the Executive, or as a right of the Executive to be continued in the employment of the Company or as a limitation of the right of the Company to discharge the Executive at any time, with or without Cause. 4.2 ASSIGNMENT. The benefits payable under this Agreement may not be assigned, alienated, pledged, transferred, sold, encumbered or hypothecated in any manner by the Executive or his spouse. Any attempted sale, conveyance, transfer, assignment, pledge or encumbrance of this Agreement or of such rights, interest and benefits or the levy of any attachment or similar process thereupon shall be null and void and without effect. 4.3 BINDING EFFECT. The Company will require any successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would have been required if no such succession had taken place. Notwithstanding anything herein to the contrary, failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall constitute a termination of this Agreement pursuant to Section 2.1 and entitle the Executive (or Spouse) as the case may be, to immediate payment thereunder. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that executes and delivers the agreement provided for in this Section 4.3 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. 4.4 MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and by the President or other authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provision or conditions at the same or at any prior or subsequent time. 4.5 PAYMENTS. The Company may make any payments required by this Agreement, when in the judgment of the Company the recipient is incapacitated by reasons of physical or mental illness or infirmity, to the recipient directly, or to the legal guardian of the recipient. 4.6 TAXES. The Company shall have the right to deduct from all payments made under this Agreement, any federal, state or local income taxes required by law to be withheld with respect to such payments. 4.7 VALIDITY. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, each of which shall remain in full force and effect. 4.8 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 4.9 EMPLOYMENT WITH SUBSIDIARIES. Employment with the Company for purposes of this Agreement includes employment with any corporation in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of all classes of stock. 4.10 ARBITRATION. Any dispute or controversy arising out of or in connection with this Agreement as to whether the Executive (or his spouse) is entitled to a retirement (or survivor's) benefit, the amount thereof or other matter shall be submitted to arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (c) The Company shall bear all arbitration costs and expenses, including without limitation any legal fees and expenses incurred by the Executive (or his spouse) in connection with such arbitration procedure. (d) The arbitration hearing shall be held at a site in Houston, Texas, to be agreed to by a majority of the arbitrators on ten days' written notice to the parties. (e) The arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within ten days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceeding, and judgment on such award may be entered by either party in the highest court, state or federal, having jurisdiction. The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination of this Agreement. IN WITNESS WHEREOF the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement effective for all purposes as of the date first written above. TECH-SYM CORPORATION DATED: BY: /s/ WENDELL W. GAMEL TITLE: PRESIDENT /s/ RICHARD F. MILES EXECUTIVE EX-23.B 6 CONSENT PRICE WATERHOUSE, INDEPENDENT ACCOUNTANTS EXHIBIT 23(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of Tech-Sym Corporation of our report dated February 24, 1994, appearing on page 36 of the Annual Report to Shareholders which is incorporated by reference in Tech-Sym Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page S-2 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Houston, Texas November 18, 1994 -----END PRIVACY-ENHANCED MESSAGE-----