Registration Number 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________________________
BLOUNT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0780521
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4520 Executive Park Drive, Montgomery, Alabama 36116-1602
334-244-4000
(Address, including zip code, of Principal Executive Offices)
____________________________
1998 Blount Long Term Executive Stock Option Plan
(Full Title of Plan)
D. Joseph McInnes
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
334-244-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
L. Daniel Morris, Jr.
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
334-244-4000
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered: Class A Common Stock, $.01 par value per share
Amount to be Registered: 1,200,000 shares
Proposed Maximum Offering
Price Per Share: $28.375 (1)
Proposed Maximum Aggregate
Offering Price: $34,050,000 (1)
Amount of Registration Fee: $10,044.75 (1)
(1) Estimated solely for purposes of determining the amount of the registration
fee, in accordance with Rules 457(h)(1) and (c) under the Securities Act of
1933. The registration fee was calculated pursuant to Rules 457(h)(1) and
(c) and based upon the average of the high and low prices ($28.375) for the
registrant's Class A Common Stock on the New York Stock Exchange Composite
Tape on June 9, 1998, as reported by The Wall Street Journal.
<PAGE>
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference into Item 3 of Part II
of this Registration Statement (not including exhibits to the
information that is incorporated by reference, unless such exhibits
are specifically incorporated by reference into the information
that this Registration Statement incorporates) are incorporated by
reference into the Section 10(a) Prospectus and are available,
without charge, to the participants upon written or oral request to
Secretary, Blount International, Inc., 4520 Executive Park Drive,
Montgomery, Alabama 36116-1602 (telephone number 334-244-4000).
The documents containing the information requested by Part I of
Form S-8, the Annual Report on Form 10-K of Blount International,
Inc., and all reports, proxy statements and other communications
distributed generally to the security holders of Blount
International, Inc. are available, without charge, to participants
upon written or oral request to Secretary, Blount International,
Inc., 4520 Executive Park Drive, Montgomery, Alabama 36116-1602
(telephone number 334-244-4000).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference
and made a part hereof:
(1)The Annual Report on Form 10-K of Blount International,
Inc. (the "Company") for the year ended December 31, 1997.
(2)The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1998.
(3)The Current Report on Form 8-K/A of the Company dated
January 20, 1998.
(4)The Annual Report on Form 10-K/A of the Company dated
March 27, 1998.
(5)The description of the capital stock of the Company
contained in the Company's Form 8-A filed with the Commission on
October 18, 1995 (Commission File No. 001-11549), which
incorporates by reference the description of the capital stock of
the Company contained in the Company's Registration Statement on
Form S-4 (Registration No. 33-63141).
All documents filed by the Company pursuant to Sections 13, 14
or 15(d) of the Securities Exchange Act of 1934 after the date of
the Prospectus and prior to the termination of the offering of the
Class A Common Stock of the Company offered hereby shall be deemed
to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents (such documents,
and the documents listed above, being hereinafter referred to as
"Incorporated Documents"). Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated
Document 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 the Prospectus.
Item 5. Interest of Named Experts and Counsel.
L. Daniel Morris, Jr. beneficially owns approximately 38,700
shares of Class A Common Stock and zero shares of Class B Common
Stock of the Company and $25,000 (principal amount) of Blount,
Inc.'s 9% Senior Subordinated Notes due 2003.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 102(b)(7) of the General Corporation
Law of the State of Delaware (the "DGCL"), the Restated Certificate
of Incorporation of the Company provides that a director of the
Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the Restated Certificate of
Incorporation of the Company requires that the liability of a
director of the Company be eliminated or limited to the fullest
extent permitted by the DGCL, as so amended. Further, any repeal
or modification of this provision of the Restated Certificate of
Incorporation of the Company by the shareholders of the Company
shall not adversely affect any right or protection of a director of
the Company existing at the time of such repeal or modification.
In accordance with Section 145 of the DGCL, the By-Laws of the
Company provide that the Company shall indemnify, and in connection
with such indemnification may advance expenses to, any person who
is or was a director, officer, employee or agent of the Company, and
any person who is or was serving at the request of the Company as
a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by law, including without limitation the
DGCL. If the amount, extent, or quality of indemnification
permitted by law should be in any way restricted after the adoption
of the By-Laws of the Company, then the By-Laws require that the
Company indemnify such persons to the fullest extent permitted by
law as or in effect at the time of the occurrence of the omission
or the act giving rise to the claimed liability with respect to
which indemnification is sought. The indemnification and
advancement of expenses pursuant to the By-Laws shall be in addition
to, and not exclusive of, any other right that the person seeking
indemnification may have under such By-Laws, the Restated
Certificate of Incorporation of the Company, any separate contract
or agreement or applicable law.
Section 145 further provides that to the extent a director or
officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145 or in the defense of
any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith; that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that
indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and
administrators.
Pursuant to the Plan and Agreement of Merger, dated August 17,
1995 (the "Merger Agreement"), among the Company, a corporation
controlled by Winton M. Blount and his children (such persons,
together with the spouse of Winton M. Blount, being referred to
together herein as the "Blount Family"), HBC Transaction Subsidiary,
Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company, and Blount, Inc., a Delaware corporation (the "Surviving
Corporation"), the Company is required to, and is required to cause
the Surviving Corporation to, jointly and severally indemnify,
defend and hold harmless the present and former officers and
directors of the Company, including members of the Blount Family
(collectively, the "Indemnified Parties") against all losses,
expenses (including attorneys' fees), claims, damages, costs,
liabilities or judgments or amounts that are paid in settlement with
the approval of the Company (which approval shall not be
unreasonably withheld) arising out of actions or omissions occurring
at or prior to the Effective Time of Merger (as defined in the
Merger Agreement) or required under the DGCL (and shall also pay
expenses in advance of the final disposition of any claim to each
Indemnified Party) to the fullest extent permitted, under the terms
and conditions provided by, the DGCL. The Company is also required
to use its best efforts to arrange to have the Indemnified Parties
named as insureds under, or otherwise covered by, the officers and
directors liability insurance policy of the Surviving Corporation
which will be continued by the Company following the Effective Time
of the Merger (as long as any such policy shall be in force),
provided that such action shall not involve unreasonable cost to the
Company.
In addition, the By-Laws of the Company permit the Company to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Company, or any
person who is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprises, against any
liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as
such, whether or not the Company would have the power to indemnify
such person against such liability under applicable law. Policies
of insurance are maintained by the Company under which the directors
and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses
in connection with the defense of actions, suits or proceedings, and
certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are a parties by reason
of being or having been such directors or officers.
Item 8. Exhibits and Financial Statement Schedules.
(a)Exhibits
The following exhibits are filed as part of this Registration
Statement:
*4(a) Restated Certificate of Incorporation of Blount
International, Inc. (included as Exhibit I to
Appendix A to the Registration Statement on
Form S-4 of Blount International, Inc. (Reg.
No. 33-63141)).
*4(b) By-Laws of Blount International, Inc. (included
as Exhibit II to Appendix A to the Registration
Statement on Form S-4 of Blount International,
Inc. (Reg. No. 33-63141)).
*4(c) Form of Registration Rights and Stock Transfer
Restriction Agreement (included as Exhibit IV
to Appendix A to the Registration Statement on
Form S-4 of Blount International, Inc. (Reg.
No. 33-63141)).
*4(d) Registration Statement on Form S-2 (Reg. No.
33-62728) of Blount, Inc. with respect to the
9% subordinated notes due June 2003 of Blount,
Inc., including amendments and exhibits.
*4(e) 1992 Blount Incentive Stock Option Plan of
Blount, Inc. (included as Appendix C to the
Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
*4(f) 1994 Blount Executive Stock Option Plan of
Blount, Inc. (included as Appendix D to the
Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
*4(g) 1995 Blount Long-Term Executive Stock Option
Plan (included as Appendix E to the
Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
4(h) 1998 Blount Long Term Executive Stock Option Plan.
5(a) Opinion of L. Daniel Morris, Jr. as to the legality of
the securities being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of L. Daniel Morris, Jr. (contained in
exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
<PAGE>
Item 9. Undertakings.
(a) 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 1993;
(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. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan or 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 the registration statement
is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in this 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) 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 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 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.
<PAGE>
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 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 Montgomery,
State of Alabama, on June 11, 1998.
BLOUNT INTERNATIONAL, INC.
By: /s/ Harold E. Layman
Harold E. Layman
Executive Vice President-
Finance Operations and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Winton M. Blount Chairman of the Board and June 8, 1998
Winton M. Blount Director
* John M. Panettiere President, Chief Executive June 5, 1998
John M. Panettiere Officer and Director
/s/ Harold E. Layman Executive Vice President-Finance June 11, 1998
Harold E. Layman Operations and Chief Financial
Officer
/s/ Rodney W. Blankenship Vice President and Controller June 11, 1998
Rodney W. Blankenship (Principal Accounting Officer)
* Haley Barbour Director June 5, 1998
Haley Barbour
Director June __, 1998
Samuel R. Blount
Director June __, 1998
W. Houston Blount
* R. Eugene Cartledge Director June 8, 1998
R. Eugene Cartledge
* C. Todd Conover Director June 5, 1998
C. Todd Conover
Director June __, 1998
H. Corbin Day
* Emory M. Folmar Director June 8, 1998
Emory M. Folmar
* Mary D. Nelson Director June 9, 1998
Mary D. Nelson
* Arthur P. Ronan Director June 5, 1998
Arthur P. Ronan
* Andrew A. Sorensen Director June 8, 1998
Andrew A. Sorensen
*By /s/ L. Daniel Morris, Jr. June 11, 1998
L. Daniel Morris, Jr.
Attorney in Fact
<PAGE>
Index of Exhibits
*4(a) Restated Certificate of Incorporation of Blount
International, Inc. (included as Exhibit I to
Appendix A to the Registration Statement on
Form S-4 of Blount International, Inc. (Reg.
No. 33-63141)).
*4(b) By-Laws of Blount International, Inc. (included
as Exhibit II to Appendix A to the Registration
Statement on Form S-4 of Blount International,
Inc. (Reg. No. 33-63141)).
*4(c) Form of Registration Rights and Stock Transfer
Restriction Agreement (included as Exhibit IV
to Appendix A to the Registration Statement on
Form S-4 of Blount International, Inc. (Reg.
No. 33-63141)).
*4(d) Registration Statement on Form S-2 (Reg. No.
33-62728) of Blount, Inc. with respect to the
9% subordinated notes due June 2003 of Blount,
Inc., including amendments and exhibits.
*4(e) 1992 Blount Incentive Stock Option Plan of
Blount, Inc. (included as Appendix C to the
Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
*4(f) 1994 Blount Executive Stock Option Plan of
Blount, Inc. (included as Appendix D to the
Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
*4(g) 1995 Blount Long-Term Executive Stock Option
Plan (included as Appendix E to the
Registration Statement on Form S-4 of Blount
International, Inc. (Reg. No. 33-63141)).
4(h) 1998 Blount Long Term Executive Stock Option Plan.
5(a) Opinion of L. Daniel Morris, Jr. as to the legality of the
securities being registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of L. Daniel Morris, Jr. (contained in
exhibit 5(a)).
24(a) Powers of Attorney of certain directors and officers.
* Incorporated by reference.
<PAGE> Exhibit 4(h)
1998 Blount Long Term Executive Stock Option Plan
ARTICLE I
DEFINITIONS
Sec. 1.1 Definitions
As used herein, the following terms shall have the meanings
hereinafter set forth unless the context clearly indicates to the
contrary:
(a) "Company" shall mean Blount International, Inc., a
Delaware corporation.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Covered Employee" shall mean any individual who,
as of the last day of the Company's taxable year, is either
the Chief Executive Officer of the Company or is acting in
such capacity, or is among the four highest compensated
officers of the Company and subsidiaries other than the
Chief Executive Officer.
(e) "Committee" shall mean the Compensation and
Management Development Committee of the Board consisting of
two (2) or more persons.
(f) "Stock," with respect to each share to which that
term refers, shall mean one (1) share of Class A Common
Stock of the Company, par value $0.01 per share.
(g) "Fair Market Value" shall mean the average of the
highest price and the lowest price per share at which the
Stock is sold in the regular way on the New York Stock
Exchange, Inc. on the day an Option is granted hereunder or,
in the absence of any reported sales on such day, the first
preceding day on which there were such sales.
(h) "Fundamental Change" shall mean any of the
following events:
(i) the sale by the Company of substantially all
of its assets to a single purchaser or a group of
associated or affiliated purchasers;
(ii) the sale, exchange, or other disposition, in
one transaction to an entity or entities not affiliated
with the Company, of more than fifty percent (50%) of
the outstanding common stock of the Company other than
a sale, exchange, or disposition of the common stock of
the Company resulting from a public or private
offering of common stock or other security convertible
into common stock of the Company which offering is
sponsored or initiated by the Company and approved by
the Board;
(iii) the merger or consolidation of the Company
in a transaction in which the stockholders of the
Company receive less than fifty percent (50%) of the
outstanding voting stock of the new or continuing
entity; or
(iv) individuals who, as of February 2, 1998,
constitute the Board (the "Continuing Directors") cease
for any reason to constitute at least a majority of
the Board, provided that any person becoming a director
of the Company subsequent to February 2, 1998, whose
election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a
majority of the Continuing Directors (other than an
election or nomination of an individual whose initial
assumption of office is in connection with an actual or
threatened solicitation with respect to the election or
removal of directors of the Company, as such terms are
used in Rule 14a-11 of Regulation 14A under the
Exchange Act) shall be for purposes of the Plan,
considered as though such person were a Continuing
Director.
(i) "Option" shall mean an option to purchase Stock
granted pursuant to the provisions of Article VI hereof.
(j) "Optionee" shall mean an employee to whom an Option
has been granted hereunder.
(k) "Plan" shall mean the 1998 Blount Long Term
Executive Stock Option Plan, the terms of which are set
forth herein.
(l) "Stock Option Agreement" shall mean the agreement
between the Company and the Optionee under which the
Optionee may purchase Stock hereunder.
(m) "Subsidiary" shall mean any corporation, the
majority of the outstanding capital stock of which is owned,
directly or indirectly, by the Company.
ARTICLE II
THE PLAN
Sec. 2.1 Name
This plan shall be known as the "1998 Blount Long Term
Executive Stock Option Plan".
Sec. 2.2 Purpose
The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording to key management
employees of the Company and its subsidiaries an opportunity to
acquire or increase their proprietary interest in the Company and
to allow such employees to benefit directly from improved
performance of the Company by the grant to such employees of
Options under the terms set forth herein. By thus encouraging
such employees to become owners of the Company stock and allowing
them to benefit directly from improved performance of the
Company, the Company seeks to motivate, retain and attract those
highly competent individuals upon whose judgment, initiative,
leadership and continued efforts the success of the Company in
large measure depends. The Options granted under this Plan are
not intended to qualify as incentive stock options under Section
422 of the Code.
Sec. 2.3 Effective Date
The Plan shall be deemed adopted and shall become effective
upon its approval by the Board subject to its subsequent approval
within 12 months of adoption by the Board by the stockholders of
the Company at an annual or special meeting of the stockholders
of the Company. No option granted hereunder may become
exercisable unless and until such approval is obtained.
ARTICLE III
PARTICIPANTS
Sec. 3.1 Eligibility
Any officer or other key management employee of the Company
or its subsidiaries shall be eligible to participate in the Plan;
provided, however, that each member of the Committee shall be a
"non-employee director" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934 and an "outside director"
within the meaning of the Treasury regulations under Section
162(m) of the Code. The Committee may grant Options to any
eligible employee in accordance with such determinations as the
Committee from time to time in its sole discretion shall make.
ARTICLE IV
ADMINISTRATION
Sec. 4.1 Duties and Powers of Committee
The Plan shall be administered by the Committee. Subject to
the express provisions of the Plan, the Committee shall have sole
discretion and authority to determine from among eligible
employees those to whom and the time or times at which Options
may be granted, the
number of shares of Stock to be subject to each Option, and the
period for the exercise of such Option which need not be the same
for each grant hereunder. Subject to the express provisions of
the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the details and
provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable in the administration of
the Plan.
Sec. 4.2 Majority Rule
A majority of the members of the Committee shall constitute
a quorum, and any action taken by a majority present at a meeting
at which a quorum is present or any action taken without a
meeting evidenced by a writing executed by a majority of the
whole Committee shall constitute the action of the Committee.
Sec. 4.3 Company Assistance
The Company shall supply full and timely information to the
Committee on all matters relating to eligible employees, their
employment, death, or other termination of employment, and such
other pertinent facts as the Committee may require. The Company
shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.
ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
Sec. 5.1 Limitations
Subject to adjustment pursuant to the provisions of Section
5.3 hereof, the number of shares of Stock which may be issued and
sold hereunder shall not exceed 1,200,000 shares of Stock. Such
shares may be either authorized and unissued shares or shares
issued and thereafter acquired by the Company. The maximum
number of shares with respect to which Options may be granted to
any individual who has been a Covered Employee at any time during
the term of the Plan is 500,000 in any calendar year.
Sec. 5.2 Options Granted Under Plan
Shares of Stock with respect to which an Option granted
hereunder shall have been exercised shall not again be available
for grant hereunder. If Options granted hereunder shall expire,
terminate or be canceled for any reason without being wholly
exercised, new Options may be granted hereunder covering the
number of shares to which such Option expiration, termination or
cancellation relates.
Sec. 5.3 Antidilution and Fundamental Change
In the event that the outstanding shares of Stock hereafter
are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of
another corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination
of shares, stock split-up or stock dividend:
(a) the aggregate number and kind of shares subject to
Options which may be granted hereunder shall be adjusted
appropriately;
(b) rights under outstanding Options granted hereunder,
both as to the number of subject shares and the Option
price, shall be adjusted appropriately;
(c) where dissolution or liquidation of the Company is
involved, each outstanding Option granted hereunder shall
terminate, but the Optionee shall have the right, subject to
the other provisions of the Plan, for thirty (30) days prior
to such dissolution or liquidation, to exercise his Option
in full, without regard to any installment exercise
provisions, to the extent that it shall not have been
exercised;
The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined solely by the
Committee, and any such adjustment shall provide for the
elimination of fractional share interests.
In the event of a Fundamental Change, subject to the other
provisions of the Plan, Optionee shall have the right to exercise
his Option in full, without regard to any installment exercise or
vesting provisions, to the extent that it shall not have been
exercised.
ARTICLE VI
OPTIONS
Sec. 6.1 Option Grant and Agreement
Each Option granted hereunder shall be evidenced by minutes
of a meeting or the written consent of the Committee and by a
Stock Option Agreement dated as of the date of grant and executed
by the Company and the Optionee, which Agreement shall set forth
such terms and conditions as may be determined by the Committee
consistent with the Plan. Such Agreement shall bind the Optionee
to provide written notice to the Company in the event that the
Optionee shall make an election under Section 83(b) of the Code
with respect to any Stock purchased through exercise of an Option
under this Plan; such written notice shall be presented to the
Company no later than ten (10) days following the filing of such
election.
Sec. 6.2 Option Price
The per share price of the Stock subject to each Option
shall be determined by the Committee, but said per share price
shall not be less than the Fair Market Value of the Stock on the
date the Option is granted.
Sec. 6.3 Option Period
The period for the exercise of each Option shall be
determined by the Committee, but in no instance shall such period
exceed ten years from the date of grant of the Option.
Sec. 6.4 Option Exercise
(a) Options may be exercised with respect to whole shares
only, for such shares of Stock and within the period permitted by
the exercise thereof as determined by the Committee, and shall be
exercised by written notice of intent to exercise the Option with
respect to a specified number of shares delivered to the Company
at its principal office in the State of Alabama, and payment in
full in cash to the Company at said office of the amount of the
Option price for the number of shares of Stock with respect to
which the Option is then being exercised. If and to the extent
that the Company is required to withhold on account of any
present or future tax imposed by any taxing authority with
respect to such exercise, the notice of exercise shall be
accompanied by a check to the order of the Company in payment of
the amount of such with-holding, as determined by the Company in
its sole discretion.
(b) No Option granted hereunder shall be exercisable unless
at all times during the period beginning on the date of the
granting of such Option and ending on the day which is three
months before the date of exercise (or ending on the day which is
twelve months before the date of exercise in case of the death of
the Optionee) the Optionee was an employee of either the Company
or a parent or Subsidiary of the Company, or a corporation (or
parent or subsidiary of such corporation) issuing or assuming
such Option.
Sec. 6.5 Nontransferability of Option
No Option shall be transferred by an Optionee otherwise than
by will or the laws of descent and distribution. During the
lifetime of an Optionee the Option shall be exercisable only by
the Optionee.
Sec. 6.6 Effect of Death or Other Termination of Employment
(a) If on or subsequent to the date an Option shall have
been granted, the Optionee's employment with the Company or its
subsidiaries shall be terminated by the Company or subsidiaries
with or without cause, or by the act of the Optionee including
death, the Optionee's right to exercise such Option shall extend
only to the number of shares under the Option which such Optionee
has on such date a fully vested right to exercise the Option with
respect thereto. The Option with respect to all remaining shares
shall terminate, and except as set forth in this Plan all rights
under the Option shall cease. Notwithstanding the foregoing
provisions of this Section 6.6(a), if an Optionee is 60 years old
or more and retires under a tax qualified pension plan of the
Company directly from service with the Company or a subsidiary,
such Optionee shall have the right for three months after the
effective date of retirement (but not to exceed the original
expiration date of the Option) to exercise such Option to the
extent not previously exercised whether or not he/she would
otherwise have a fully vested right to exercise the Option.
(b) In the event of the death of an Optionee, the executor
or administrator of the estate of the Optionee or the person or
persons to whom an Option granted hereunder shall have been
validly transferred by the executor or the administrator pursuant
to will or the laws of descent and distribution shall have the
right to exercise the Optionee's Option to the extent exercisable
by such Optionee on the date of death for one year following the
date of death (but not to exceed the original expiration date of
the Option).
(c) No transfer of an Option by the Optionee by will or by
the laws of descent and distribution shall be effective to bind
the Company unless the Company shall have been furnished with
written notice thereof and an authenticated copy of the will
and/or such other evidence as the Committee may deem necessary to
establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of such
Option.
Sec. 6.7 Rights as Stockholder
An Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares subject to
such Option prior to the purchase of such shares by exercise of
such Option as provided herein.
ARTICLE VII
STOCK CERTIFICATES
Sec. 7.1 Stock Certificates
The Company shall not be required to issue or deliver any
certificate for shares of Stock purchased upon the exercise of
any Option granted hereunder or any portion thereof, prior to
fulfillment of all of the following conditions:
(a) the admission of such shares to listing on all
stock exchanges on which the Stock is then listed;
(b) the completion of any registration or other
qualification of such shares under any federal or state law
or under the rulings or regulations of the U.S. Securities
and Exchange Commission or any other governmental regulatory
body, which the Committee shall in its sole discretion deem
necessary or advisable;
(c) the obtaining of any approval or other clearance
from any federal or state governmental agency which the
Committee shall in its sole discretion determine to be
necessary or advisable; and
(d) the lapse of such reasonable period of time
following the exercise of the Option as the Committee from
time to time may establish for reasons of administrative
convenience.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF THE PLAN
Sec. 8.1 Termination, Amendment and Modification of the Plan
The Board may at any time terminate, and may at any time and
from time to time and in any respect amend or modify, the Plan;
provided, however, that no such action of the Board may in any
manner affect any Stock Option Agreement theretofore granted
pursuant to the Plan without the consent of the Optionee or
transferee of the Option.
ARTICLE IX
MISCELLANEOUS
Sec. 9.1 Employment
Nothing in the Plan or in any Option granted hereunder or in
any Stock Option Agreement relating thereto shall confer upon any
employee the right to continue in the employ of the Company or
any Subsidiary.
Sec. 9.2 Other Compensation Plans
The adoption of the Plan shall not affect any other stock
option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other
compensation for employees of the Company or any Subsidiary.
Sec. 9.3 Plan Binding on Successors
The Plan shall be binding upon the successors and assigns of
the Company.
Sec. 9.4 Singular, Plural; Gender
Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine
gender.
Sec. 9.5 Headings, Etc., No Part of Plan
Headings of Articles and Sections hereof are inserted for
convenience and reference; they constitute no part of the Plan.
<PAGE>
Exhibit 5(a)
June 11, 1998
Blount International, Inc.
4520 Executive Park Drive
Montgomery, Alabama 36116-1602
Re:1998 Blount Long Term Executive Stock Option Plan
Ladies and Gentlemen:
In my capacity as Vice President, Legal Services for
Blount International, Inc., a Delaware corporation (the "Company"),
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") in form as proposed to be filed by the
Company with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of
1933, as amended, relating to the issuance of shares of the Class A
Common Stock, par value $.01 per share, of the Company (the "Company
Class A Common Stock"), pursuant to the terms of the 1998 Blount
Long Term Executive Stock Option Plan, as the same has been assumed
by the Company (the "1998 Plan"), pursuant to which 1998 Plan
1,200,000 shares of the Company Class A Common Stock are available
for issuance. In this connection, I have examined such records,
documents and proceedings as we have deemed relevant and necessary
as a basis for the opinions expressed herein.
Upon the basis of the foregoing, I am of the opinion that
the 1,200,000 shares of the Company Class A Common Stock referred
to above available for issuance under the Registration Statement,
to the extent actually issued pursuant to and in accordance with the
1998 Plan, will have been duly and validly authorized and issued and
will be fully paid and nonassessable shares of the Company Class A
Common Stock.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In
addition, I hereby consent to the inclusion of the statements made
in reference to me under the caption "INTERESTS OF NAMED EXPERTS AND
COUNSEL" in Item 5 of Part II of the Registration Statement.
Yours very truly,
/s/ L. Daniel Morris, Jr.
L. Daniel Morris, Jr.
Vice President, Legal Services
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our reports dated January 26, 1998, on our audits
of the consolidated financial statements and financial statement schedules
of Blount International, Inc. as of the last day of December, 1997 and
December, 1996 and for the years ended December 31, 1997 and February 29,
1996, and for the ten months ended December 31, 1996. We also consent to
the reference to our Firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
June 12, 1998
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 8th day of June 1998.
/s/ Winton M. Blount
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 5th day of June 1998.
/s/ John M. Panettiere
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 5th day of June 1998.
/s/ Haley Barbour
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 8th day of June 1998.
/s/ R. Eugene Cartledge
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 5th day of June 1998.
/s/ C. Todd Conover
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 8th day of June 1998.
/s/ Emory M. Folmar
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 9th day of June 1998.
/s/ Mary D. Nelson
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 5th day of June 1998.
/s/ Arthur P. Ronan
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The undersigned director of Blount International, Inc.
(the "Company") hereby makes, constitutes and appoints Richard H.
Irving, III and L. Daniel Morris, Jr., and each of them, the true
and lawful attorney-in fact and agent to the undersigned to: (1)
execute in the name and on behalf of the Company and the undersigned
a Registration Statement and any amendment or amendments thereto
relating to the sale of Class A Common Stock of the Company pursuant
to the 1998 Blount Long Term Executive Stock Option Plan (the "Stock
Option Plan"); (2) execute any and all other documents, papers and/or
forms reasonably necessary to the registration and/or listing of
shares of the Class A Common Stock of the Company pursuant to the
Stock Option Plan; and (3) perform all other acts which, in the
discretion of Richard H. Irving, III and/or L. Daniel Morris, Jr.,
may be deemed reasonably necessary or appropriate to carry out and
accomplish the registration of shares of Class A Common Stock of the
Company pursuant to the Stock Option Plan.
Dated as of this 8th day of June 1998.
/s/ Andrew A. Sorensen
