AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 2000
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
10101 NINTH STREET NORTH
ST. PETERSBURG, FLORIDA 33716-3807
----------------------------------------
(Address of Principal Executive Offices)
PRIMEX TECHNOLOGIES, INC. 2000 LONG TERM INCENTIVE PLAN
--------------------------------------------------------
(Full Title of the Plan)
GEORGE H. PAIN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
PRIMEX TECHNOLOGIES, INC.
10101 NINTH STREET NORTH
ST. PETERSBURG, FLORIDA 33716-3807
(727) 578-8116
----------------------------------------------------------
(Name, Address, and Telephone Number of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 650,000 (3) $21.00 $13,650,000.00 $3,604.00
per share (the
"Common Stock")
Series A
Participating
Cumulative
Preferred Stock 650,000 (3) (2) (2) (2)
Purchase Rights
(the "Rights")
================================================================================================================
</TABLE>
<PAGE>
(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 average of the high and low sales prices of the
registrant's Common Stock on the Nasdaq National Market on March 16, 2000, 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 proposed maximum
aggregate offering price for the Common Stock, as indicated above, and the
registration fee for the Rights is included in the fee for the Common Stock.
(3) Together with an indeterminate additional number of shares which
may be issuable pursuant to the anti-dilution provisions of the Primex
Technologies, Inc. 2000 Long Term Incentive Plan
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, which are on file with the Commission, are
hereby incorporated in this Registration Statement by reference as of their
respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, which contains the Company's audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 (File No. 000-28942), filed on
October 24, 1996, as amended, is hereby incorporated by reference.
(c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report on Form 10-K of
the Company referred to in (a) above.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing such documents.
2
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 13.1-679 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 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 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.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
3
<PAGE>
(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;
(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 of
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
and 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 of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include
any financial statements required by
4
<PAGE>
Rule 3-19 of this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the
Securities Act need not be furnished, provided, that the
registrant in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all
other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect
to registration statements on From F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act or Rule 3-19 of
this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by
reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for 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 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.
(h) 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 St. Petersburg, State of Florida, on this 17th day of
March, 2000.
PRIMEX TECHNOLOGIES, INC.
/s/ GEORGE H. PAIN
---------------------------------
George H. Pain
Vice President, General Counsel, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES G. HASCALL Chairman of the Board and
- ------------------------------ Chief Executive Officer and March 17, 2000
James G. Hascall Director
/s/ J. DOUGLAS DEMAIRE
- ------------------------------ President and Director March 17, 2000
J. Douglas DeMaire
/s/ JOHN E. FISCHER Vice President and Chief
- ------------------------------ Financial and Accounting March 17, 2000
John E. Fischer Officer
/s/ DAVID LASKY
- ------------------------------ Director March 17, 2000
David Lasky
/s/ BOB MARTINEZ
- ------------------------------ Director March 17, 2000
Bob Martinez
/s/ WILLIAM B. MITCHELL
- ------------------------------ Director March 17, 2000
William B. Mitchell
/s/ ROBERT H. RAU
- ------------------------------ Director March 17, 2000
Robert H. Rau
/s/ ANTHONY W. RUGGIERO
- ------------------------------ Director March 17, 2000
Anthony W. Ruggiero
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ LEON E. SALOMON
- ------------------------------ Director March 17, 2000
Leon E. Salomon
</TABLE>
7
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 3.1 to the Company's Form 10-K filed with
the Commission on March 17, 2000 (SEC File No. 0-28942).
4.2 Amended and Restated By-laws. Incorporated by reference to
Exhibit 3.2 to the Company's Form 10-K filed with the
Commission on March 17, 2000 (SEC File No. 0-28942).
4.3 Form of Rights Agreement dated February 1, 2000, between the
Company and The Bank of New York, as Rights Agent. Incorporated
by reference to Exhibit 4.3 to the Company's Form 10-K filed
with the Commission on March 17, 2000 (SEC File No. 0-28942).
4.4 Primex Technologies, Inc. 2000 Long Term Incentive Plan.
5 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Counsel is contained in Counsel's Opinion filed as
Exhibit 5.
8
EXHIBIT 4.4
PRIMEX TECHNOLOGIES, INC.
2000 LONG TERM INCENTIVE PLAN
Section 1. PURPOSE
The purposes of the Primex Technologies, Inc. 2000 Long Term Incentive Plan (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) "CAUSE" means the willful and continued failure of an optionee to
perform his duties, willful engagement in gross misconduct
significantly and demonstrably financially injurious to Primex or
willful misconduct during employment with Primex which is a felony or
fraud.
(f) "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
(g) "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 in Rule 16b-3.
<PAGE>
2
(h) "DIVIDEND EQUIVALENT" means any right granted under Sections 6(c)(v)
and 6(f)(iv) of the Plan.
(i) "FAIR MARKET VALUE" means, as of a specified date, with respect to (i)
a Share, the average of the high and low price of a Share as reported
on the consolidated transaction reporting system for NASDAQ issues on
such date or, if Shares are not traded on such date, such average price
on the next date on which they are traded or (ii) any other property,
the fair market value of such property as determined by such methods or
procedures as shall be established from time to time by the Committee.
(j) "INCAPACITY" means any material physical, mental or other disability
that qualifies the individual for benefits under the Long-Term
Disability Plan of Primex Technologies, Inc.
(k) "MANAGEMENT" means the Chairman and CEO, Chief Financial Officer and/or
Vice President of Human Resources of Primex.
(l) "OLIN" means Olin Corporation, a Virginia corporation, and its
successors.
(m) "OPTION" means an option to purchase Shares granted under Section 6(a)
of the Plan.
(n) "OTHER STOCK-BASED AWARD" means any right granted under Section 6(e)
of the Plan.
(o) "PARTICIPANT" means a salaried employee granted an Award under the
Plan.
(p) "PERFORMANCE AWARD" means any right granted under Section 6(d) of the
Plan.
(q) "PERSON" means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, or government
or political subdivision thereof.
(r) "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.
(s) "RESTRICTED SECURITIES" means Awards of Restricted Stock or other
Awards under which outstanding Shares are held subject to certain
restrictions.
(t) "RESTRICTED STOCK" means any Share granted under Section 6(c) of the
Plan.
(u) "RESTRICTED STOCK UNIT" means one phantom Share granted under
Section 6(c) of the Plan.
(v) "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.
<PAGE>
3
(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 of the Plan.
(x) "STOCK APPRECIATION RIGHT" means any right granted under Section 6(b)
of the Plan.
(y) "VESTING PERIOD" means, with respect to Restricted Stock or Restricted
Stock Units, a time period beginning with the date on which such
Restricted Stock or Restricted Stock Units are granted and ending on
the date on which such Restricted Stock or Restricted Stock Units vest
as set forth in the Award Agreement and as the Committee shall
determine.
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 powers and responsibilities of
the Committee provided in the Plan may also be exercised by the Board at any
time. In any event, a majority of the Shares underlying Awards granted under the
Plan must be awarded to employees who are not officers (within the meaning of
Rule 16a-1(f) issued under the Securities Exchange Act of 1934, as amended)
during any consecutive three calendar year period.
Section 4. ADJUSTMENT TO OUTSTANDING AWARDS
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
<PAGE>
4
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) subject to outstanding Awards, and (ii) 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. 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.
Section 5. ELIGIBILITY
Any salaried employee, including any officer or employee-director of Primex or
an Affiliate, shall be eligible to be designated a Participant by the Committee.
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 after the expiration
of ten years from the date of its grant). The Option, to the
extent vested, shall be exercisable in whole at any time or in
part from time to time during the term of the Option, but not
as to less than 25 Shares (or the Shares then purchasable
under the Option if less than 25 Shares) at any one time.
Unless the Committee determines otherwise, the exercise price
shall either be tendered in cash (or check) or Shares (either
by actual delivery or attestation) or a combination of cash
(or check) or Shares; PROVIDED, HOWEVER, that if Shares are
used to satisfy the exercise price, such Shares shall have
been acquired (i) at least six months prior to the exercise
date or (ii) in an open market purchase. Shares surrendered as
payment for the exercise price shall be valued at Fair Market
Value on the date on which the certificates for such Shares
are surrendered to Primex or the attestation documents are
filed with Primex.
If at any time the optionee's employment with Primex or any
Affiliate shall be terminated (a) voluntarily by the optionee
for any reason other than death or
<PAGE>
5
Incapacity or (b) by Primex or any Affiliate for any reason
other than for Cause, the optionee shall have the right to
exercise his or her Option to the extent of the Shares with
respect to which the Option could have been exercised by the
optionee as of the date of his or her termination of
employment in accordance with its terms but in no event beyond
the earlier of (i) one year after the date of termination of
employment or (ii) the scheduled expiration of such Option.
If an optionee's employment with Primex or any of its
Affiliates is terminated due to retirement (at or after
attaining age 55 with ten years of service with Primex or any
Affiliate (including prior service with Olin)), the optionee
shall have the right to exercise his or her Option to the
extent of the Shares with respect to which the Option could
have been exercised by the optionee as of the date of his or
her retirement in accordance with its terms but in no event
beyond the scheduled expiration of such Option.
If the optionee's employment with the Company shall be
terminated for Cause, his or her Option (whether or not
vested) shall terminate and expire concurrently with such
termination of employment and shall not thereafter be
exercisable to any extent.
If an optionee's employment with Primex or any of its
Affiliates is terminated due to death or Incapacity, the
Option shall (a) become fully vested and (b) be exercisable by
the optionee (or in the event of the optionee's death, by his
or her estate or by the person who acquired the right to
exercise the Option by bequest or inheritance) provided that
the Option is exercised prior to the scheduled expiration of
such Option.
If an optionee dies after his or her termination of employment
during the period in which his or her Option remains
exercisable, the Option may be exercised, to the extent the
Option could have been exercised by the decedent immediately
prior to his death, by the optionee's estate or by the person
who acquired the right to exercise the Option by bequest or
inheritance at any time within one year after the date of
death, but in no event beyond the scheduled expiration of such
Option.
(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). With respect to any
individual who is not an officer or director of Primex subject to Rule
16b-3, the Committee authorizes Management to determine if a Stock
Appreciation Right shall be granted in connection with any Option or as
a separate Award.
(i) AWARD 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 (x) the
Fair Market Value of one Share on the date of exercise over
(y) the base price of the right as specified by the Committee,
which shall not be less than the Fair Market
<PAGE>
6
Value of one Share on the date of grant of the Stock
Appreciation Right. Unless the Committee (or Management, in
the case of an individual who is not subject to Rule 16b-3)
determines otherwise, Stock Appreciation Rights shall be
exercisable in accordance with the terms described in
Section 6(a)(iii).
(ii) TERM Subject to the terms of the Plan and any applicable Award
Agreement, the base price, term, methods of payment or
settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee (or
Management, in the case of an individual who is not subject to
Rule 16b-3), except that in no event shall the term of a Stock
Appreciation Right exceed a period of ten years from the date
of its grant.
(iii) SARS RELATED TO STOCK OPTIONS 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.
Each such Award shall be subject to the terms set forth in a
Restricted Stock Certificate or Restricted Stock Unit
Certificate.
(ii) RESTRICTIONS. Except as provided below, 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 10 hereof and subject to relief for
specified reasons as may be approved by the Committee. At the
end of the Vesting Period, each vested Restricted Stock Unit
will be payable to a Participant either by delivery of one
Share or by a cash payment equal to the value of one Share, as
determined by the Committee. If Restricted Stock Units are to
be paid in cash, each Restricted Stock Unit will be valued at
the average of the high and low sales prices of a Share as
reported on the NASDAQ National Market System on the fifth
business day before such cash payment is due (or if Shares are
not traded on such day, the
<PAGE>
7
first preceding day on which such Shares are traded). The total
amount of Restricted Stock Units (and dividend equivalents and
related interest) vested in a Participant at each applicable
Vesting Period will be paid within sixty days following the end
of such Vesting Period, except as specifically otherwise
provided in the Plan.
(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 Vesting 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.
(v) DIVIDEND EQUIVALENTS. Unless the Committee determines
otherwise, each outstanding Restricted Stock Unit shall accrue
amounts equivalent to the cash dividends payable on a Share
("dividend equivalents"). Such dividend equivalents will be
paid to a Participant only if the Restricted Stock Unit on
which such dividend equivalents were accrued vests. Dividend
equivalents accrue interest at an annual rate equal to Primex's
before-tax cost of borrowing as determined from time to time by
Primex's Chief Financial Officer or Treasurer or the Committee,
compounded quarterly. To the extent a Restricted Stock Unit
does not vest or is otherwise forfeited, the accrued and unpaid
dividend equivalents thereon (and any interest on such dividend
equivalents) shall not vest and shall be forfeited.
(vi) VOTING RIGHTS. Restricted Stock Units will carry no voting
rights nor, except as provided herein, be entitled to receive
any dividends or other rights enjoyed by shareholders.
(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
<PAGE>
8
the Committee and payable to, or exercisable by, the holder of the
Performance 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 in accordance with Section 6(f)(xviii).
(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 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.
<PAGE>
9
(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 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, subject to the approval of the
Committee, 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, parents,
grandparents, former spouses, siblings, nieces, nephews,
parents-in-law, sons-in-law, daughters-in-law,
brothers-in-law, sisters-in-law, including adoptive or step
relationships and any person sharing the employee's household
(other than as a tenant or employee). 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
<PAGE>
10
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
of Primex for purposes of Rule 16b-3.
(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 any 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.
<PAGE>
11
(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.
(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) PERFORMANCE CRITERIA. 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,
<PAGE>
12
divided by average shareholders equity and "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.
(xix) DEATH OR INCAPACITY. In the event of the death or Incapacity
of the holder of an Award while the holder is employed by
Primex or an Affiliate, or, if holder is retired (at or after
attainment of age 55 with ten years of service with Primex or
an Affiliate, including prior service with Olin), any
outstanding Award will continue to be vested and exercisable
under the terms of the Plan.
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 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 10 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 10;
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.
(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 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,
<PAGE>
13
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.
(ii) Participant shall not, without prior written authorization
from Primex, disclose to anyone outside Primex, or use in
other than Primex's business, any proprietary, 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
<PAGE>
14
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 ten 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.
Section 9. POOLING
If (a) the Board approves a merger or consolidation of Primex which is intended
by the Board to satisfy the accounting rules related to the pooling of interest
method of accounting (the "Pooling Rules") and (b) any provision of this Plan
would violate the Pooling Rules, then such provision shall be null and void AB
INITIO. In such event, Primex shall offer, in good faith, to the affected
Participants, a replacement provision of equivalent value which does not cause
such a violation, provided, and to the extent, that Primex's outside auditors
determine that any such replacement provision is permissible without violating
the Pooling Rules.
Section 10. 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) 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;
<PAGE>
15
(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 immediately (or, in any
event, as soon as administratively practicable) following the Change
in Control, Restricted Stock Units will be settled in cash or in
Shares as the Participant elects; and
(iv) all Performance Awards shall become vested, deemed earned in full
and paid to the Participants immediately (or in any event as soon
as administratively practicable) following the Change in Control,
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) The term "Change in Control" shall mean the occurrence of any one of
the following events:
(i) Primex ceases to be owned by at least 300 shareholders of
record after December 31, 1996, or ceases, by action of the
Board, to be either listed on a national securities exchange
or authorized for quotation on The Nasdaq Stock Market;
(ii) a person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as a
"person" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act), other
than Primex, a majority-owned subsidiary of Primex, or an
employee benefit plan (or related trust) of Primex, or such
subsidiary, become(s) the "beneficial owner" (as defined in
Rule 13(d)(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 the
Board (together with any new Director whose election by the
Board 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;
(iv) all or substantially all of the business or assets of Primex
is disposed of pursuant to a merger, consolidation or other
transaction, whether or not Primex is the surviving
corporation (unless in either case the shareholders of Primex
immediately prior to such merger, consolidation, combination
or other transaction beneficially own, directly or indirectly,
more than 50% of the aggregate voting stock or other ownership
interests of (x) the entity or entities, if any, that succeed
to the business of Primex or (y) the combined company);
<PAGE>
16
(v) Primex's Board determines that a tender offer for Primex's
shares indicates a serious intention by the offeror to acquire
control of Primex; or
(vi) shareholder approval of a liquidation or dissolution of Primex.
Section 11. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall be effective as of January 1, 2000. The Plan shall be unlimited
in duration and, in the event of termination of the Plan, shall remain in effect
as long as any Awards under it are outstanding.
EXHIBIT 5
[Letterhead of Primex Technologies, Inc.]
George H. Pain
Vice President,
General Counsel and Secretary
March 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I am the Vice President, General Counsel and Secretary of Primex Technologies,
Inc., a Virginia corporation (the "Company"). This opinion is given to you in
connection with the filing by the Company with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to (i) 650,000 shares of the common stock, par value
$1.00 per share (the "Common Shares"), of the Company issuable pursuant to the
Primex Technologies, Inc. 2000 Long Term Incentive Plan (the "Plan"), and (ii)
the 650,000 Series A Participating Cumulative Preferred Stock Purchase Rights of
the Company (the "Rights") which are associated with the Common Shares.
I have examined or caused to be examined originals or copies, certified or
otherwise identified to my satisfaction, of such corporate and other records,
certificates, documents, and other papers, and have made or caused to be made
such examination of law, as I deemed necessary for the purposes of this opinion.
Based on such examination, it is my opinion that the Common Shares and Rights
being registered, when issued and paid for in accordance with the provisions of
the Plan, will be legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
George H. Pain
Vice President,
General Counsel and Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Primex Technologies, Inc. 2000 Long Term Incentive
Plan of our report dated January 31, 2000, with respect to the consolidated
financial statements of Primex Technologies, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
- ---------------------
Ernst & Young LLP
Tampa, Florida
March 17, 2000
