Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRIMEX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Virginia 06-1458069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Address of Principal Executive Offices) (Zip Code)
1996 Long Term Incentive Plan of Primex Technologies, Inc.
(Full title of the plan)
Johnnie M. Jackson, Jr., Esq.
Secretary
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, Florida 33716-3807
(Name and address of agent for service)
(813) 578-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount
Amount offering aggregate of
Title of securities to be price per offering registration
to be registered registered share (1) price (1) fee
Common Stock, par
value $1 per share........ 350,000(3) $31.35 $10,972,500 $3,325
Series A Participating
Cumulative Preferred
Stock Purchase Rights
(the "Rights")............ 350,000(3) (2) (2) (2)
(1) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457(h), the proposed maximum
offering price per share is estimated based on the book value of the
registrant's Common Stock computed as of November 30, 1996, the latest
practicable date prior to the filing of this Registration Statement.
(2) The Rights are appurtenant to and trade with the Common
Stock. The value attributable to the Rights, if any, is reflected in
the book value of the Common Stock and the registration fee for the
Rights is included in the fee for the Common Stock.
(3) Together with an indeterminate additional number which
may be issuable pursuant to the anti-dilution provisions of the 1996
Long Term Incentive Plan of Primex Technologies, Inc.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Primex
Technologies, Inc. (the "Company") are incorporated herein by
reference as of their respective dates:
(a) Registration Statement on Form 10, as amended, filed with the
Commission, which became effective under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on December 9, 1996, and
which contains a description of the Common Stock and Rights of the
Company.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the fiscal year ended December 31, 1995.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's
Articles of Incorporation require, indemnification of the Company's
directors, officers and employees in a variety of circumstances. Under
Sections 13.1-697 and 13.1-704 of the Virginia Stock Corporation Act,
a Virginia corporation generally is authorized to indemnify its
directors, officers and employees in civil or criminal actions if
<PAGE>
such persons acted in good faith and believed their conduct to be in
the best interests of the corporation and, in the case of criminal
actions, had no reasonable cause to believe that their conduct was
unlawful. The Company's Articles of Incorporation require
indemnification of directors, officers and employees with respect to
certain liabilities, expenses, and other amounts imposed upon such
persons by reason of having been directors, officers or employees if
such persons acted in good faith and believed that their conduct was
in the best interests of the Company or a related entity. Also,
Section 13.1-692.1 of the Virginia Stock Corporation Act permits a
Virginia corporation to limit or totally eliminate the liability of a
director or officer in a shareholder or derivative proceeding.
Directors and officers of the Company are insured, subject to
policy limits and certain exclusions and limitations and to the extent
not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits and proceedings in
connection therewith) arising from any error, misstatement, misleading
statement, omission or other act made or performed in their capacity
as directors and officers. The policies also reimburse the Company for
liability incurred in the indemnification of its directors and
officers under common or statutory laws or the Company's Articles of
Incorporation, subject to the terms, conditions and exclusions of such
policies. In addition, directors, officers and other employees of the
Company who may be "fiduciaries" as that term is used in the Employee
Retirement Income Security Act of 1974 are insured with respect to
liabilities under such Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index elsewhere herein.
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
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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), 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 the
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report
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pursuant to Section 15(d) of the Exchange Act) 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 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
Commission such indemnification is against public policy as expressed
in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on the 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 Norwalk, State
of Connecticut, on this 19th day of December, 1996.
PRIMEX TECHNOLOGIES, INC.
by /s/ JOHNNIE M. JACKSON, JR.
-----------------------------------
Name: Johnnie M. Jackson, Jr.
Title: Vice President and Secretary
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE
--------- -----
/s/ P. C. KOSCHE
- -------------------------------- Chief Executive Officer and
Name: P. C. Kosche Director
/s/ LOUIS S. MASSIMO Chief Financial Officer
- --------------------------------
Name: Louis S. Massimo
/s/ MARY GALLAGHER Chief Accounting Officer
- --------------------------------
Name: Mary Gallagher
/s/ JOHNNIE M. JACKSON, JR. Director
- --------------------------------
Name: Johnnie M. Jackson, Jr.
December 19, 1996
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
4(a) Amended and Restated Articles of Incorporation.
Incorporated by reference to Exhibit 3.1 to the Company's
Form 10 filed with the Commission December 6, 1996
(SEC File No. 0-28942).
4(b) Amended and Restated By-laws. Incorporated by reference
to Exhibit 3.2 to the Company's Form 10 filed with the
Commission December 6, 1996 (SEC File No. 0-28942).
4(c) Form of Rights Agreement dated December 19, 1996, between
the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent. Incorporated by reference to Exhibit 4.4
to the Company's Form 10 filed with the Commission
December 6, 1996 (SEC File No. 0-28942).
4(d) 1996 Long Term Incentive Plan of Primex Technologies, Inc.
5 Opinion of Hunton & Williams.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Hunton & Williams (included in Exhibit 5).
EXHIBIT 4(d)
1996 LONG TERM INCENTIVE PLAN OF PRIMEX TECHNOLOGIES, INC.
Section 1. Purpose
The purposes of the 1996 Long Term Incentive Plan of Primex
Technologies, Inc. (the "Plan") are to encourage selected salaried
employees of Primex Technologies, Inc. (together with any successor
thereto, "Primex") and its Affiliates (as defined below) to acquire a
proprietary interest in Primex's growth and performance, to generate
an increased incentive to contribute to Primex's future success and to
enhance the ability of Primex and its Affiliates to attract and retain
qualified individuals.
Section 2. Definitions
As used in the Plan:
(a) "Affiliate" means (i) any entity that, directly or through
one or more intermediaries, is controlled by Primex and (ii)
any entity in which Primex has a significant equity interest as
determined by the Committee.
(b) "Award" means any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan.
(c) "Award Agreement" means any written agreement or other instrument
or document evidencing an Award granted under the Plan. The
terms of any plan or guideline adopted by the Board or the
Committee and applicable to an Award shall be deemed
incorporated in and a part of the related Award Agreement.
(d) "Board" means the Board of Directors of Primex.
(e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" means a committee of the Board designated by the
Board to administer the Plan and composed of not fewer than two
directors each of whom shall be a Non-Employee Director as
defined by Rule 16b-3.
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(g) "Dividend Equivalent" means any right granted under Section 6(f)
(iv) of the Plan.
(h) "Fair Market Value" means, with respect to any property (including,
without limitation, Shares or other securities), the fair
market value of such property determined by such methods or
procedures as shall be established from time to time by the
Committee.
(i) "Incentive Stock Option" means an option to purchase Shares
granted under Section 6(a) of the Plan that is intended to meet
the requirements of Section 422 of the Code or a successor
provision thereto.
(j) "Non-Qualified Stock Option" means an option to purchase Shares
granted under Section 6(a) of the Plan that is not intended to
be an Incentive Stock Option.
(k) "Olin" means Olin Corporation, a Virginia corporation, and its
successors.
(l) "Option" means an Incentive Stock Option or a Non-Qualified
Stock Option.
(m) "Other Stock-Based Award" means any right granted under Section 6(e)
of the Plan.
(n) "Participant" means a Salaried Employee granted an Award under
the Plan.
(o) "Performance Award" means any right granted under Section 6(d)
of the Plan.
(p) "Person" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.
(q) "Released Securities" means securities that were Restricted
Securities with respect to which all applicable restrictions
imposed under the terms of the relevant Award have expired,
lapsed or been waived or satisfied.
(r) "Restricted Securities" means Awards of Restricted Stock or
other Awards under which outstanding Shares are held subject
to certain restrictions.
(s) "Restricted Stock" means any Share granted under Section 6(c)
of the Plan.
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(t) "Restricted Stock Unit" means any right granted under Section 6(c)
of the Plan that is denominated in Shares.
(u) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934,
as amended, or any successor rule.
(v) "Salaried Employee" means any salaried employee of Primex or of
an Affiliate.
(w) "Shares" means the Common Stock of Primex and such other
securities or property as may become the subject of Awards
pursuant to an adjustment made under Section 4(b) of the Plan.
(x) "Stock Appreciation Right" means any right granted under
Section 6(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee which shall have full
power and authority to: (i) designate Participants; (ii) determine the
Awards to be granted to Participants; (iii) determine the number of
Shares (or securities convertible into Shares) to be covered by
Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards
may be settled or exercised in cash, Shares, other securities, other
Awards, or other property, or canceled, substituted, forfeited or
suspended, and the method or methods by which Awards may be settled,
exercised, canceled, substituted, forfeited or suspended; (vi)
determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property and other
amounts payable with respect to an Award under the Plan shall be
deferred either automatically or at the election of the Participant or
of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend or waive such rules and guidelines
and appoint such agents as it shall deem appropriate for the
administration of the Plan; and (ix) make any other determination and
take any other action that it deems necessary or desirable for such
administration. All designations, determinations, interpretations and
other decisions with respect to the Plan or any Award shall be within
the sole discretion of the Committee and shall be final, conclusive
and binding upon all Persons, including Primex, any Affiliate, any
Participants, any holder or beneficiary of any Award, any shareholder
and any employee of Primex or of any Affiliate. All
<PAGE>
powers and responsibilities of the Committee provided in the Plan may
also be exercised by the Board at any time.
Section 4. Shares Available for Awards
(a) Shares Available. Subject to adjustment as provided in Section 4(b)
of the Plan:
(i) The aggregate number of Shares available for granting
Awards under the Plan shall be 350,000. If an Award is
denominated in or relates to a security of Primex
convertible into its Common Stock, the number of shares of
Common Stock into which such security shall be convertible
(calculated as of the date of grant of the Award, subject
to adjustment as provided in Section 4(b) hereof or under
the terms of such security) shall be deemed denominated in
Shares and counted against the aggregate number of Shares
available for the granting of Awards under the Plan. If,
after the effective date of the Plan, Shares subject to an
Award granted under the Plan (other than Restricted
Securities) are forfeited, or the Award otherwise
terminates without the delivery of Shares or of other
consideration, then the Shares subject to such Award or
the number of Shares otherwise counted against the
aggregate number of Shares available under the Plan with
respect to such Award, to the extent of such forfeiture or
termination, shall again be available for granting Awards
under the Plan." Any Award (other than a Dividend
Equivalent) denominated in Shares shall be counted against
the aggregate number of Shares available for granting
Awards under the Plan even though the Award is ultimately
paid in cash, provided that, notwithstanding the
foregoing, an Award shall not be deemed denominated in
Shares if the dollar amount of the Award is fixed at the
time of grant by reference to the market value of Shares
or otherwise.
(ii) For purposes of this Section 4:
(A) If an Award (other than a Dividend Equivalent) is
denominated in Shares, the number of Shares covered
by such Award, or to which such Award relates, shall
be counted on the date of grant of such Award against
the aggregate number of Shares available for granting
Awards under the Plan; and
(B) Dividend Equivalents paid in Shares and Awards not
denominated in Shares but paid in Shares shall be counted
<PAGE>
against the aggregate number of Shares available for
granting Awards under the Plan in such amount and at
such time as the Committee shall determine under
procedures adopted by the Committee consistent with
the purposes of the Plan;
provided, however, that Awards that operate in tandem with,
or that are substituted for, other Awards may be counted or
not counted under procedures adopted by the Committee in
order to avoid double counting. Any Shares that are
delivered by Primex, and any Awards that are granted by, or
become obligations of, Primex, through the assumption by
Primex or an Affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company
shall not, except in the case of Awards granted to Salaried
Employees who are officers or directors of Primex for
purposes of Section 16 of the Securities Exchange Act of
1934, as amended, be counted against the Shares available
for granting Awards under the Plan.
(b) Adjustments. In the event that the Committee determines
that any dividend or other distribution, recapitalization,
stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase
or exchange of Shares or other securities of Primex,
issuance of warrants or other rights to purchase Shares or
other securities of Primex, or other similar corporate
transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the benefits
intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares (or
other securities or property) which thereafter may be made
the subject of Awards, including the limitation contained in
Section 4(c), (ii) the number and type of Shares (or other
securities or property) subject to outstanding Awards, and
(iii) the grant, purchase or exercise price with respect to
any Award, or, if the Committee deems it appropriate, make
provision for a cash payment to the holder of an outstanding
Award; provided, however, that with respect to Awards of
Incentive Stock Options, no such adjustment shall be
authorized to the extent that such authority would cause the
Plan to violate Section 422 of the Code or any successor
provision thereto. Notwithstanding the foregoing, a
Participant to whom Dividend Equivalents or dividend units
have been awarded shall not be entitled to receive a special
or extraordinary dividend or distribution unless the
Committee shall have expressly authorized such receipt.
<PAGE>
(c) Notwithstanding anything contained in this Plan to the contrary,
grants to any one Participant of Awards which represent or
are designated in Shares shall not exceed 70,000 Shares in
any calendar year.
Section 5. Eligibility
Any Salaried Employee, including any officer or employee-director of
Primex or an Affiliate, who is not a member of the Committee shall be
eligible to be designated a Participant.
Section 6. Awards
(a) Options. The Committee is authorized to grant Options to
Participants with the following terms and conditions and
with such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall
determine:
(i) Exercise Price. The purchase price per Share
purchasable under an Option shall be determined by the
Committee; provided, however, that such purchase price
shall not be less than the Fair Market Value of a
Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee, provided that in no event shall the
term of an Option exceed a period of ten years from
the date of its grant.
(iii) Exercise. The Committee shall determine the time or
times at which an Option may be exercised in whole or
in part (but in no event shall an Option be
exercisable before the expiration of six months from
the date of its grant, subject to Section 9 thereof,
or after the expiration of ten years from the date of
its grant), and the method or methods by which, and
the form or forms (including, without limitation,
cash, Shares, other Awards or other property, or any
combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in
which, payment of the exercise price with respect
thereto may be made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code,
or any successor provision thereto, and any regulations
promulgated thereunder. Without limiting the preceding
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sentence, the aggregate Fair Market Value (determined
at the time an option is granted) of Shares with
respect to which Incentive Stock Options are
exercisable for the first time by a Participant during
any calendar year (under the Plan and any other plan
of the Participant's employer corporation and its
parent and subsidiary corporations providing for
Options) shall not exceed such dollar limitation as
shall be applicable to Incentive Stock Options under
Section 422 of the Code or a successor provision.
(b) Stock Appreciation Rights. The Committee is authorized to
grant Stock Appreciation Rights to Participants which may but
need not relate to a specific Option granted under Section
6(a). Subject to the terms of the Plan and any applicable
Award Agreement, each Stock Appreciation Right granted under
the Plan shall confer on the holder thereof a right to
receive, upon exercise thereof, up to the excess of (i) the
Fair Market Value of one Share on the date of exercise over
(ii) the exercise price of the right as specified by the
Committee, which shall not be less than the Fair Market Value
of one Share on the date of grant of the Stock Appreciation
Right. Subject to the terms of the Plan and any applicable
Award Agreement, the exercise price, term, methods of
exercise, methods of payment or settlement and any other
terms and conditions of any Stock Appreciation Right shall be
as determined by the Committee, except that Stock
Appreciation Rights related to Incentive Stock Options shall
have the same terms and conditions as such Options, and in no
event shall the term of a Stock Appreciation Right exceed a
period of ten years from the date of its grant. In the case
of any Stock Appreciation Right related to an Option, the
Stock Appreciation Right or applicable portion thereof shall
terminate and no longer be exercisable upon the termination
or exercise of the related Option, except that a Stock
Appreciation Right granted with respect to less than the full
number of Shares covered by a related Option shall not be
reduced until the exercise or termination of the related
Option exceeds the number of shares not covered by the Stock
Appreciation Right and then only to the extent of the excess.
Any Option related to a Stock Appreciation Right shall no
longer be exercisable to the extent the related Stock
Appreciation Right has been exercised.
(c) Restricted Stock and Restricted Stock Units.
(i) Issuance. The Committee is authorized to grant Awards
of Restricted Stock and Restricted Stock Units to
Participants.
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(ii) Restrictions. Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as
the Committee may impose (including, without
limitation, any limitation on the right to vote a
Share of Restricted Stock or the right to receive any
dividend or other right or property), which
restrictions may lapse separately or in combination
at such time or times, in such installments or
otherwise, as the Committee may deem appropriate,
provided that in order for a participant to vest in
Awards of Restricted Stock or Restricted Stock Units,
the participant must remain in the employ of Primex
or an Affiliate for a period of not less than six
months commencing on the date of grant of the Award,
subject to Section 9 hereof and subject to relief for
specified reasons as may be approved by the
Committee.
(iii) Registration. Any Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee
may deem appropriate, including, without limitation,
book-entry registration or issuance of a stock
certificate or certificates. In the event any stock
certificate is issued in respect of Shares of
Restricted Stock granted under the Plan, such
certificate shall be registered in the name of the
Participant and when delivered to the Participant
shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such
Restricted Stock.
(iv) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment for any
reason during the applicable restriction period, all
Shares of Restricted Stock and all Restricted Stock
Units still subject to restriction shall be forfeited
and reacquired by Primex; provided, however, that the
Committee may, in its sole discretion, waive in whole
or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted
Stock Units. Unrestricted Shares, evidenced in such
manner as the Committee shall deem appropriate, shall
be delivered to the holder of Restricted Stock
promptly after such Restricted Stock shall become
Released Securities.
(d) Performance Awards. The Committee is authorized to grant
Performance Awards to Participants. Subject to the terms of
the Plan and any applicable Award Agreement, a Performance
Award granted under the Plan (i) may be denominated or
payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other
property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee and payable to, or
exercisable by, the holder of the Performance
<PAGE>
Award, in whole or in part, upon the achievement of such
performance goals during such performance periods as the
Committee shall establish. Subject to the terms of the Plan
and any applicable Award Agreement, the performance goals to
be achieved during any performance period, the length of any
performance period, the amount of any Performance Award
granted, and the amount of any payment or transfer to be
made pursuant to any Performance Award shall be determined
by the Committee, provided that a performance period shall
be at least six months, subject to Section 9 thereof.
(e) Other Stock-Based Awards. The Committee is authorized to
grant to Participants such other awards denominated or
payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without
limitation, phantom Shares, securities convertible into
Shares and dividend units), as are deemed by the Committee to
be consistent with the purposes of the Plan, provided that
such grants shall comply with Rule 16b-3 to the extent
applicable and applicable law. Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall
determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase, exchange
or conversion right granted under this Section 6(e) shall be
issued for such consideration, which may be paid by such
method or methods and in such form or forms, including,
without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, as the
Committee shall determine, the value of which consideration,
as established by the Committee, shall not be less than the
Fair Market Value of such Shares or other securities as of
the date such purchase, exchange or conversion right is
granted.
Other Stock-based Award Agreements shall contain provisions
dealing with the disposition of such Award in the event of
termination of the Participant's employment prior to
exercise, realization or payment of the Award.
(f) General.
(i) No Cash Consideration for Awards. Participants shall
not be required to make any cash payment for the granting
of an Award except for such minimum consideration as
may be required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may
be granted either alone or in addition to, in tandem
with, or in substitution for any other Award or any award
or benefit granted under any other plan or arrangement of
Primex or any Affiliate, or as payment for or to
<PAGE>
assure payment of an award or benefit granted under any
such other such plan or arrangement, provided that the
purchase or exercise price under an Award encompassing
the right to purchase Shares shall not be reduced by
the cancellation of such Award and the substitution of
another Award. Awards so granted may be granted either
at the same time as or at a different time from the
grant of such other Awards or awards or benefits.
(iii) Forms of Payment Under Awards. Subject to the terms of the
Plan and of any applicable Award Agreement, payments to
be made by Primex or an Affiliate upon the grant,
exercise, or payment of an Award may be made in such
form or forms as the Committee shall determine,
including, without limitation, cash, Shares, other
securities, other Awards, or other property or any
combination thereof, and may be made in a single
payment or transfer, in installments, or on a deferred
basis, in each case in accordance with rules and
procedures established by the Committee.
(iv) Dividend Equivalents or Interest. Subject to the terms
of the Plan and any applicable Award Agreement, a
Participant, including the recipient of a deferred
Award, shall, if so determined by the Committee, be
entitled to receive, currently or on a deferred basis,
interest or dividends or interest or dividend
equivalents, with respect to the Shares covered by the
Award. The Committee may provide that any such amounts
shall be deemed to have been reinvested in additional
Shares or otherwise reinvested. Notwithstanding the
award of Dividend Equivalents or dividend units, a
Participant shall not be entitled to receive a special
or extraordinary dividend or distribution unless the
Committee shall have expressly authorized such receipt.
(v) Limits on Transfer of Awards. No Award (other than
Released Securities) or right thereunder shall be
assignable or transferable by a Participant, other than
(unless limited in the Award Agreement) by will or the
laws of descent and distribution (or, in the case of an
Award of Restricted Securities, to Primex), except that
an Option may be transferred by gift to any member of
the holder's immediate family or to a trust for the
benefit of one or more of such immediate family
members, if expressly permitted in the applicable Award
Agreement; provided, however, that, if so determined by
the Committee, a Participant may, in the manner
established by the Committee, designate a beneficiary
or beneficiaries with respect to any Award to exercise
the
<PAGE>
rights of the Participant, and to receive any property
distributable, upon the death of the Participant. Each
Award, and each right under any Award, shall be
exercisable, during the Participant's lifetime, only by
the Participant or, if permissible under applicable law
by the Participant's guardian or legal representative
unless it is an Option and has been transferred as
permitted hereby to a member of the Participant's
immediate family or to a trust for the benefit of one
or more of such immediate family members, in which case
it shall be exercisable only by such transferee. For
the purposes of this provision, a Participant's
"immediate family" shall mean the Participant's spouse,
children and grandchildren. No Award (other than
Released Securities), and no right under any such
Award, may be pledged, attached or otherwise encumbered
other than in favor of Primex, and any purported
pledge, attachment, or encumbrance thereof other than
in favor of Primex shall be void and unenforceable
against Primex or any Affiliate.
(vi) Term of Awards. Except as otherwise expressly provided
in the Plan, the term of each Award shall be for such
period as may be determined by the Committee.
(vii) No Rights to Awards. No Salaried Employee, Participant
or other Person shall have any claim to be granted an
Award, and there is no obligation for uniformity of
treatment of Salaried Employees, Participants or
holders or beneficiaries of Awards under the Plan. The
terms and conditions of Awards need not be the same
with respect to each recipient. The prospective
recipient of any Award under the Plan shall not, with
respect to such Award, be deemed to have become a
Participant, or to have any rights with respect to such
Award, until and unless such recipient shall have
executed an agreement or other instrument accepting the
Award and delivered a fully executed copy thereof to
the Company, and otherwise complied with the then
applicable terms and conditions.
(viii) Delegation. Notwithstanding any provision of the Plan to
the contrary, the Committee may delegate to one or more
officers or managers of Primex or any Affiliate, or a
committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee
shall determine, to grant Awards to, or to cancel,
modify, waive rights or conditions with respect to,
alter, discontinue, suspend, or terminate Awards held
by, Salaried Employees who are not officers or
directors
<PAGE>
of Primex for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.
(ix) Withholding. Primex or any Affiliate may withhold from
any Award granted or any payment due or transfer made
under any Award or under the Plan the amount (in cash,
Shares, other securities, other Awards, or other
property) of withholding taxes due in respect of an
Award, its exercise or any payment under such Award or
under the Plan, and take such other action as may be
necessary in the opinion of Primex or Affiliate to
satisfy all obligations for the payment of such taxes.
(x) Other Compensation Arrangements. Nothing contained in
the Plan shall prevent Primex or any Affiliate from
adopting or continuing in effect other or additional
compensation arrangements, and such arrangements may be
either generally applicable or applicable only in
specific cases.
(xi) No Right to Employment. The grant of an Award shall
not be construed as giving a Participant the right to
be retained in the employ of Primex or any Affiliate.
Nothing in the Plan or any Award Agreement shall limit
the right of Primex or an Affiliate at any time to
dismiss a Participant from employment, free from any
liability or any claim under the Plan or the Award
Agreement.
(xii) Governing Law. The validity, construction and effect of
the Plan and any rules and regulations relating to the
Plan shall be determined in accordance with the laws of
the State of Florida and applicable Federal law.
(xiii) Severability. If any provision of the Plan or any Award
is determined to be invalid, illegal or unenforceable
in any jurisdiction, or as to any Person or Award, or
would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or
deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to
such jurisdiction, Person or Award, and the remainder
of the Plan and any such Award shall remain in full
force and effect.
<PAGE>
(xiv) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship
between Primex or any Affiliate and a Participant or
any other Person. To the extent that any Person
acquires a right to receive payments from Primex or any
Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general
creditor of Primex or any Affiliate.
(xv) No Fractional Shares. No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award,
and the Committee shall determine whether cash, other
securities or other property shall be paid or
transferred in lieu of any fractional Shares, or
whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.
(xvi) Share Certificates. All certificates for Shares or
other securities delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to
such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then
listed, and any applicable Federal or state securities
laws, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate
reference to such restrictions.
(xvii) Conflict with Plan. In the event of any inconsistency
or conflict between the terms of the Plan and an Award
Agreement, the terms of the Plan shall govern.
(xviii) Notwithstanding any provision in this Plan to the contrary,
Awards granted under Sections 6(c), 6(d) or 6(e) and
designated by the Committee as being performance-based
shall have as performance measures any one of or any
combination of any of the following measures: Economic
Value Added, Return on Equity and Total Return to
Shareholders. For purposes of the Plan, "Economic Value
Added" shall mean Primex's consolidated sales less its
operating costs (including tax) less a capital charge
based on Primex's cost of capital assets employed in
its business, "Return on Equity" shall mean
consolidated income of Primex after taxes and before
the after-tax effect of any special charge or gain and
any cumulative effect of any change in accounting,
divided by average shareholders equity and
<PAGE>
"Total Return to Shareholders" shall mean for the
performance period total return to shareholders of $100
worth of Shares for such period assuming reinvestment
of dividends on a quarterly basis. The Committee shall
determine the performance goals for each such
performance measure with respect to each such Award.
Section 7. Amendment and Termination
(a) Amendments to the Plan. The Board may amend, suspend,
discontinue or terminate the Plan, including, without
limitation, any amendment, suspension, discontinuation or
termination that would impair the rights of any Participant,
or any other holder or beneficiary of any Award theretofore
granted, without the consent of any shareholder,
Participant, other holder or beneficiary of an Award, or
other Person; provided, however, that, notwithstanding any
other provision of the Plan or any Award
Agreement, without the approval of the shareholders of
Primex, no such amendment, suspension, discontinuation or
termination shall be made that would permit any Award
encompassing rights to purchase Shares to be granted with
per Share purchase or exercise prices of less than the Fair
Market Value of a Share on the date of grant thereof (except
for any adjustment permitted by Section 4(b)); provided
further that no amendment, suspension,
discontinuation or termination (i) that would impair the
rights of such Participant, holder or beneficiary shall be
made with respect to Section 9 of the Plan after a Change in
Control, as defined therein and (ii) may increase the amount
of payment of any Award to any Participant.
(b) Amendments to Awards. The Committee may waive any conditions
or rights with respect to, or amend, alter, suspend,
discontinue, or terminate, any unexercised Award theretofore
granted, prospectively or retroactively, without the consent
of any relevant Participant or holder or beneficiary of an
Award, provided that no amendment, alteration, suspension,
discontinuation or termination of an Award that
would impair the rights of such Participant, holder or
beneficiary shall be made after a Change in Control, as
defined in Section 9; provided further that the Committee
may not increase the payment of any Award granted any
Participant.
(c) Adjustments of Awards Upon Certain Acquisitions. In the
event Primex or any Affiliate shall assume outstanding
employee awards or the right or obligation to make future
such awards in connection with the acquisition of another
business or another company, the Committee may make such
adjustments, not inconsistent with the terms of the Plan, in
the terms of Awards as it shall deem appropriate.
<PAGE>
(d) Adjustments of Awards Upon the Occurrence of Certain Unusual
or Nonrecurring Events. The Committee may make adjustments in
the terms and conditions of Awards in recognition of unusual
or nonrecurring events (including, without limitation, the
events described in Section 4(b) hereof) affecting Primex,
any Affiliate, or the financial statements of Primex or any
Affiliate, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that
statements of Primex or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of
the benefits to be made available under the Plan.
Section 8. Additional Conditions to Enjoyment of Awards.
(a) The Committee may cancel any unexpired, unpaid or deferred
Awards if at any time the Participant is not in compliance
with all applicable provisions of the Award Agreement, the
Plan and the following conditions:
(i) A Participant shall not render services for any
organization or engage, directly or indirectly, in any
business which, in the judgment of the Committee or, if
delegated by the Committee to the Chief Executive
Officer, in the judgment of such Officer, is or becomes
competitive with Primex or any Affiliate, or which is or
becomes otherwise prejudicial to or in conflict with the
interests of Primex or any Affiliate. Such judgment
shall be based on the Participant's positions and
responsibilities while employed by Primex or an
Affiliate, the Participant's post-employment
responsibilities and position with the other
organization or business, the extent of past, current
and potential competition or conflict between Primex or
an Affiliate and the other organization or business, the
effect on customers, suppliers and competitors of the
Participant's assuming the post-employment position, the
guidelines established in the then current edition of
Primex's Code of Business Conduct, and such other
considerations as are deemed relevant given the
applicable facts and circumstances. The Participant
shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such
organization or business so long as they are listed upon
a recognized securities exchange or traded over the
counter, and such investment does not represent a
substantial investment to the Participant or a greater
than 1% equity interest in the organization or business.
<PAGE>
(ii) Participant shall not, without prior written authorization
from Primex, disclose to anyone outside Primex, or use
in other than Primex's business, any secret or
confidential information, knowledge or data, relating to
the business of Primex or an Affiliate in violation of
his or her agreement with Primex or the Affiliate.
(iii) A Participant, pursuant to his or her agreement with Primex
or an Affiliate, shall disclose promptly and assign to
Primex or the Affiliate all right, title and interest in
any invention or idea, patentable or not, made or
conceived by the Participant during employment by Primex
or the Affiliate, relating in any manner to the actual
or anticipated business, research or development work of
Primex or the Affiliate and shall do anything reasonably
necessary to enable Primex or the Affiliate to secure a
patent where appropriate in the United States and in
foreign countries.
(b) Notwithstanding any other provision of the Plan, the
Committee in its sole discretion may cancel any Award at any
time prior to the exercise thereof, if the employment of the
Participant shall be terminated, other than by reason of
death, unless the conditions in this Section 8 are met.
(c) Failure to comply with the conditions of this Section 8
prior to, or during the six months after, any exercise,
payment or delivery pursuant to an Award shall cause the
exercise, payment or delivery to be rescinded. Primex shall
notify the Participant in writing of any such rescission
within two years after such exercise payment or delivery and
within 10 days after receiving such notice, the Participant
shall pay to Primex the amount of any gain realized or payment
received as a result of the exercise, payment or delivery
rescinded. Such payment shall be made either in cash or by
returning to Primex the number of Shares that the Participant
received in connection with the rescinded exercise, payment or
delivery.
(d) Upon exercise, payment or delivery pursuant to an Award, the
Committee may require the Participant to certify on a form
acceptable to the Committee, that he or she is in compliance
with the terms and conditions of the Plan.
(e) Nothing herein shall be interpreted to limit the obligations of
a Participant under his or her employee agreement or any other
agreement with Primex.
<PAGE>
Section 9. Change in Control
(a) Except as the Board or the Committee may expressly provide
otherwise prior to a Change in Control of Primex (as defined
below) and subject to the provisions of Section 6(f)(vii)
hereof, in the event of a Change in Control of Primex:
(i) all Options and Stock Appreciation Rights then outstanding
shall become immediately and fully exercisable,
notwithstanding any provision therein for the exercise in
installments;
(ii) unless a Stock Appreciation Right shall have already been
granted with respect to an outstanding Option, the
Participant holding such Option shall be deemed also to
hold a Stock Appreciation Right related to such Option,
exercisable in accordance with and subject to the terms
and conditions of Section 6(b) for the number of Shares
exercisable under such Option after giving effect to such
acceleration, which Stock Appreciation Right may, but
need not be, evidenced by separate written agreement;
(iii) all restrictions and conditions of all Restricted Stock and
Restricted Stock Units then outstanding shall be deemed
satisfied as of the date of the Change in Control; and
(iv) all Performance Awards shall become vested, deemed earned
in full and promptly paid to the Participants, cash units
in cash and phantom stock units in the Shares represented
thereby or such other securities, property or cash as may
be deliverable in respect of Shares as a result of a
Change in Control, without regard to payment schedules
and notwithstanding that the applicable performance cycle
or retention cycle shall not have been completed.
(b) A Change in Control of Primex shall have occurred in the event that:
(i) Primex ceases to be directly or indirectly owned by at
least 1,000 stockholders after December 31, 1996;
(ii) a person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as
"person" within the meaning of Sections 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act"),
other than Primex, Olin, a majority-owned
<PAGE>
subsidiary of Primex, or an employee benefit plan (or
related trust) of Primex, Olin or such subsidiary,
become(s) the "beneficial owner" (as defined in Rule
13d-3 under the Act) of 15% or more of the then
outstanding voting stock of Primex;
(iii) during any period of two consecutive years after 1996,
individuals who at the beginning of such period
constitute Primex's Board of Directors (together with any
new Director whose election by Primex's Board of
Directors or whose nomination for election by Primex's
shareholders, was approved by a vote of at least
two-thirds of the Directors then still in office who
either were Directors at the beginning of such period or
whose election or nomination for election was previously
so approved) cease for any reason to constitute a
majority of the Directors then in office; or
(iv) Primex's Board of Directors determines that a tender offer
for Primex's shares indicates a serious intention by the
offeror to acquire control of Primex.
Section 10. Effective Date of the Plan
The Plan shall be effective as of the date of its approval by the
shareholder of Primex.
Section 11. Term of the Plan
No Award shall be granted under the Plan after December 1, 2006, but
unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may extend beyond
such date.
EXHIBIT 5
[Letterhead of]
HUNTON & WILLIAMS
December 18, 1996
The Board of Directors
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, FL 33716
Primex Technologies, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as Virginia counsel to Primex Technologies,
Inc., a Virginia corporation (the "Company"), in connection with the
preparation and filing of a registration statement under the
Securities Act of 1933, as amended, with respect to 350,000 shares of
the Company's Common Stock, $1 par value per share (the "Shares"), to
be offered pursuant to the 1996 Long Term Incentive Plan of Primex
Technologies, Inc. (the "Plan"). Each Share will be accompanied by one
Series A Participating Cumulative Preferred Stock Purchase Right (the
"Rights") issued pursuant to the Rights Agreement between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement").
In rendering this opinion, we have relied upon, among other
things, our examination of the Plan and of such records of the Company
and certificates of its officers and of public officials as we have
deemed necessary. In connection with the filing of such registration
statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia;
2. The Shares have been duly authorized and, when issued in
accordance with the terms of the Plan and any related Award Agreement
(as defined in the Plan), will be validly issued, fully paid and
non-assessable; and
3. The Rights have been duly authorized and, when issued in
accordance with the terms of the Plan and the Rights Agreement, will
be validly issued.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to such registration
statement.
Very truly yours,
HUNTON & WILLIAMS
EXHIBIT 23(a)
Consent of Independent Auditors
Board of Directors
Primex Technologies, Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Primex Technologies, Inc., of our report
dated January 25, 1996, relating to the combined balance sheets of
Primex Technologies, Inc. as of December 31, 1995 and 1994 and the
related combined statements of income and cash flows for each of the
years in the three-year period ended December 31, 1995, which report
appears in Primex Technology, Inc.'s Registration Statement on Form 10
dated December 6, 1996.
KPMG PEAT MARWICK LLP
Stamford, Connecticut
December 19, 1996
