<PAGE>
As filed with the Securities and Exchange Commission on
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
______________
CALMAT CO.
(Exact name of registrant as specified in its charter)
Delaware 95-0645790
(State of Incorporation) (I.R.S. Employer Identification No.)
3200 San Fernando Road
Los Angeles, California 90065
(Address of principal executive offices)
______________
AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR OFFICERS,
DIRECTORS AND KEY EMPLOYEES OF CALMAT CO.
(Full title of the plan)
______________
Paul Stanford
Senior Vice President, Administration,
General Counsel and Secretary
Post Office Box 2950
Los Angeles, California 90051
(Name and address of agent for service)
(213) 258-2777
(Telephone number, including area code, of agent for service)
______________
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CALCULATION OF REGISTRATION FEE
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Title of Each Amount of Proposed Proposed Amount of
Class of Shares Maximum Maximum Registra-
Securities to to be Offering Aggregate tion Fee
be Registered Registered Price Per Offering
Share Price
=============================================================================
Common Stock,
Par Value $1.00
per share .... 900,000 $20.25(1) $18,225,000 $6,284.53
=============================================================================
(1) For purposes of computing the registration fee (pursuant to Rule 457(h)
only, the price is based on the average of the high and low prices of
the Common Stock on the New York Stock Exchange on October 17, 1994.
=============================================================================
Exhibit Index appears on page 7 <PAGE>
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PART I
Item 1. Plan Information
Not required to be filed with this Registration
Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration
Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by Registrant with the Commission
are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
(b) Registrant's definitive Proxy Statement filed with the
Commission on March 16, 1994, and mailed to Registrant's stockholders on
March 17, 1994.
(c) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1994.
(d) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1994.
(e) All other of Registrant's reports filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 since
Deember 31, 1993.
(f) The description of Registrant's Common Stock
contained in Registrant's Registration Statement on Form S-14 filed
with the Commission on May 24, 1984, (File No. 2-91323), including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 in this
Registration Statement and to be a part thereof from the date of
the filing of such documents.
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Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Paul Stanford, Senior Vice President, Administration,
General Counsel and Secretary of Registrant, may be granted an
unspecified number of options to purchase shares under the Plan in
the future.
Item 6. Indemnification of Directors and Officers
Registrant's Restated Certificate of Incorporation
eliminates officers' and directors' liability for monetary damages
for breaches of their fiduciary duty of care, subject to certain
exceptions. In addition, Registrant's Restated Certificate of
Incorporation contains a provision requiring that the Company
indemnify its officers and directors to the fullest extent provided
by law. Registrant's By-Laws contain a section which reflects the
current provisions of Section 145 of the General Corporation Law of
Delaware. Section 145 of the Delaware General Corporation Law
provides, in general, that a Delaware corporation shall have power
to indemnify directors or officers against certain expenses,
judgements, fines and settlements incurred in connection with the
defense of certain actions to which they are parties by reason of
being or having been directors or officers.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
or persons controlling Registrant pursuant to the foregoing
provisions, Registrant has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
A list of the exhibits filed with this Registration
Statement on Form S-8 is set forth in the Exhibit Index on Page 7,
and is incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or
sales are being made, a post- effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been advised
that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director,
officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
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<PAGE>
securities being registered, Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on October 25, 1994.
CALMAT CO.
By /s/ A. Frederick Gerstell
A. Frederick Gerstell
Chairman of the Board,
President, Chief Executive
Officer and Chief Operating
Officer
Pursuant to the requirement of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
/s/ A. Frederick Gerstell Chairman of the Board, October 25, 1994
A. Frederick Gerstell President, Chief Executive
Officer and Chief Operating
Officer and Director
/s/ H. James Gallagher Executive Vice President - October 25, 1994
H. James Gallagher Finance, Chief Financial
Officer
/s/ Edward J. Kelly Senior Vice President - October 25, 1994
Edward J. Kelly Treasurer, and Chief
Accounting Officer
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/s/ John C. Argue Director October 25, 1994
John C. Argue
/s/ Harry M. Conger Director October 25, 1994
Harry M. Conger
/s/ Rayburn S. Dezember Director October 25, 1994
Rayburn S. Dezember
/s/ Richard A. Grant, Jr. Director October 25, 1994
Richard A. Grant, Jr.
/s/ Grover R. Heyler Director October 25, 1994
Grover R. Heyler
/s/ William T. Huston Director October 25, 1994
William T. Huston
/s/ William Jenkins Director October 25, 1994
William Jenkins
/s/ Thomas L. Lee Director October 25, 1994
Thomas L. Lee
/s/ Thomas M. Linden Director October 25, 1994
Thomas M. Linden
/s/ Stuart T. Peeler Director October 25, 1994
Stuart T. Peeler
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Page
Exhibit 4.1 Amended and Restated 1993 Stock Option Plan for Officers, N/A
Directors and Key Employees of CalMat Co. (the "Plan"),
filed as Exhibit "A" to the Company's Definitive Proxy
Statement filed with the Commission on March 16, 1994,
and mailed to the Company's stockholders on March 17, 1994,
is incorporated herein by reference
Exhibit 4.2 Form of Director's Stock Option Agreement 8
Exhibit 4.3 Form of Incentive Stock Option Agreement (for employees) 18
Exhibit 5 Opinion of Paul Stanford, Esq. regarding legality of 30
the Common Stock being registered
Exhibit 23.1 Consent of Coopers & Lybrand 31
Exhibit 23.2 Consent of Paul Stanford, Esq. (included in Exhibit 5) N/A
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DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of __________________, is made
by and between CalMat Co., a Delaware corporation, hereinafter
referred to as "Company," and __________, a director of the
Company, hereinafter referred to as "Director";
WHEREAS, the Company wishes to afford the Director the
opportunity to purchase shares of its $1.00 par value Common Stock;
and
WHEREAS, the Company wishes to carry out the Amended and
Restated 1993 Stock Option Plan for Officers, Directors and Key
Employees of CalMat Co. (the terms of which are hereby incorporated
by reference and made a part of this Agreement); and
WHEREAS, the Plan calls for the grant of the Director
Stock Option provided for herein to the Director as an inducement
to serve on the Board of Directors of the Company and as an
incentive for increased efforts during such service, and the
Management Development and Compensation Committee of the Company's
Board of Directors (hereinafter referred to as the "Committee"),
appointed to administer said Plan, has advised the Company thereof
and instructed the undersigned officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement,
they shall have the meaning specified below unless the context
clearly indicates to the contrary.
Section 1.1 - Board
"Board" shall mean the Board of Directors of the Company.
Section 1.2 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.3 - Option
"Option" shall mean the Director Stock Option to purchase
Common Stock of the Company granted under this Agreement.
Section 1.4 - Parent Corporation
"Parent Corporation" shall mean any corporation in an
unbroken chain of corporations ending with the Company if each of
the corporations other than the Company then owns stock possessing
fifty percent (50%) or more of the total combined voting power of
all classes of stock in one (1) of the other corporations in such
chain.
Section 1.5 - Plan
"Plan" shall mean the Amended and Restated 1993 Stock
Option Plan for Officers, Directors and Key Employees of CalMat Co.
Section 1.6 - Pronouns
The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so
indicates.
Section 1.7 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.8 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain
then owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one (1) of the
other corporations in such chain.
Section 1.9 - Termination of Directorship
"Termination of Directorship" shall mean the time when
the Director ceases to be a director of the Company for any reason,
including, but not by way of limitation, a termination by
resignation, failure to be elected, death or retirement. The
Board, in its absolute discretion, shall determine the effect of
all other matters and questions relating to Termination of
Directorship.
ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
In consideration of the Director's agreement to serve as
a director of the Company and for other good and valuable
consideration, on the date hereof the Company irrevocably grants to
the Director the option to purchase any part or all of an aggregate
of _________ shares of its $1.00 par value Common Stock upon the
terms and conditions set forth in this Agreement.
Section 2.2 - Purchase Price
The purchase price of the shares of stock covered by the
Option shall be $______ per share without commission or other
charge.
Section 2.3 - Consideration to the Company
In consideration of the granting of this Option by the
Company, the Director agrees to serve as a director of the Company
until the next annual meeting of the stockholders of the Company.
Nothing in this Agreement or in the Plan shall confer upon the
Director any right to continue as a director of the Company, or
shall interfere with or restrict in any way the rights of the
Company and its stockholders, which are hereby expressly reserved,
to remove the Director in accordance with applicable law and the
Company's Certificate of Incorporation and By-laws.
Section 2.4 - Adjustments in Option
In the event that the outstanding shares of the stock
subject to the Option are changed into or exchanged for a different
number or kind of shares of the Company or other securities of the
Company by reason of merger, consolidation, recapitalization,
reclassification, stock split up, stock dividend or combination of
shares, the Board shall make an appropriate and equitable
adjustment in the number and kind of shares as to which the Option,
or portions thereof then unexercised, shall be exercisable, to the
end that after such event the Director's proportionate interest
shall be maintained as before the occurrence of such event. Such
adjustment in the Option shall be made without change in the total
price applicable to the unexercised portion of the Option (except
for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding
adjustment in the Option price per share. Any such adjustment made
by the Board shall be final and binding upon the Director, the
Company and all other interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1 - Commencement of Exercisability
(a) Subject to Sections 3.1(b) and 3.4, the
Option shall become exercisable in four (4) cumulative
installments as follows:
(i) The first installment shall
consist of twenty-five percent (25%) of the
shares covered by the Option and shall become
exercisable on the first anniversary of the
date the Option is granted.
(ii) The second installment shall
consist of twenty-five percent (25%) of the
shares covered by the Option and shall become
exercisable on the second anniversary of the
date the Option is granted.
(iii) The third installment shall
consist of twenty-five percent (25%) of the
shares covered by the Option and shall become
exercisable on the third anniversary of the
date the Option is granted.
(iv) The fourth installment shall
consist of twenty-five percent (25%) of the
shares covered by the Option and shall become
exercisable on the fourth anniversary of the
date the Option is granted.
(b) No portion of the Option which is
unexercisable at Termination of Directorship shall
thereafter become exercisable. Notwithstanding the
foregoing, this Option shall become immediately
exercisable in full upon any retirement of the Director
in accordance with the Company's retirement policy
applicable to directors, provided that in no event shall
the shares underlying this Option be sold or otherwise
disposed of, in whole or in part, during the six months
after the date such Option is granted (or the date this
Plan is approved by the Company's stockholders, if
later).
Section 3.2 - Duration of Exercisability
The installments provided for in Section 3.1 are
cumulative. Each such installment which becomes exercisable
pursuant to Section 3.1 shall remain exercisable until it becomes
unexercisable under Section 3.3.
Section 3.3 - Expiration of Option
The Option may not be exercised to any extent by anyone
after the first to occur of the following events:
(a) The expiration of ten (10) years from the
date the Option was granted; or
(b) The expiration of three (3) months from
the date of the Director's Termination of Directorship
for any reason other than the Director's death, unless
the Director dies within said three-month period; or
(c) The expiration of one (1) year from the
date of the Director's death; or
(d) Unless the Option is assumed or an
equivalent option is substituted by a successor
corporation pursuant to Section 3.4(a), the effective
date of either the merger or consolidation of the Company
with or into another corporation, or the acquisition by
another corporation or person of all or substantially all
of the Company's assets, or eighty percent (80%) or more
of the Company's then outstanding voting stock, or the
liquidation or dissolution of the Company. At least
thirty (30) days prior to the effective date of such
merger, consolidation, acquisition, liquidation or
dissolution, the Board shall give the Director notice of
such event if the Option has then neither been fully
exercised nor become unexercisable under this
Section 3.3.
Section 3.4 - Assumption or Acceleration of Exercisability
In the event of the merger or consolidation of the
Company with or into another corporation, or the acquisition by
another corporation or person of all or substantially all of the
Company's assets, or eighty percent (80%) or more of the Company's
then outstanding voting stock, or the liquidation or dissolution of
the Company, either:
(a) The Option shall be assumed or an
equivalent option substituted by any successor
corporation to the Company. The Company undertakes to
make reasonable and adequate provision for such
assumption or substitution of the Option upon or in
connection with such merger, consolidation, acquisition,
liquidation or dissolution; or
(b) The Board, by means of the notice referred
to in Section 3.3(d), shall provide that the Option shall
become exercisable, for a minimum of thirty (30) days
prior to such event, as to all the shares covered hereby,
notwithstanding that this Option may not yet have become
fully exercisable under Section 3.1(a).
The Board may make such determinations and adopt such
rules and conditions as it, in its absolute discretion, deems
appropriate in connection with such assumption, substitution or
acceleration of exercisability, including, but not by way of
limitation, provisions to ensure that any such acceleration and
resulting exercise shall be conditioned upon the consummation of
the contemplated corporate transaction, and determinations
regarding whether reasonable and adequate provisions for assumption
or substitution have been made as defined in subsection (a).
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Director, only he may exercise
the Option or any portion thereof. After the death of the
Director, any exercisable portion of the Option may, prior to the
time when the Option becomes unexercisable under Section 3.3, be
exercised by his personal representative or by any person empowered
to do so under the Director's will or under the then applicable
laws of descent and distribution.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire
Option, if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion
thereof becomes unexercisable under Section 3.3; provided, however,
that each partial exercise shall be for not less than twenty-five
(25) shares (or minimum installment set forth in Section 3.1, if a
smaller number of shares) and shall be for whole shares only.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all
of the following prior to the time when the Option or such portion
becomes unexercisable under Section 3.3:
(a) Notice in writing signed by the Director
or the other person then entitled to exercise the Option
or portion, stating that the Option or portion is thereby
exercised, such notice complying with all applicable
rules established by the Board; and
(b) Full payment for the shares with respect
to which such Option or portion is thereby exercised:
(1) In cash or by check; or
(2) By delivery of shares of the
Company's Common Stock owned by the Director
duly endorsed for transfer to the Company with
a fair market value (as determinable under
Section 4.2(b) of the Plan) on the date of
delivery equal to the aggregate Option price
of the shares with respect to which such
Option or portion is thereby exercised; or
(3) By means of any combination of
the consideration provided in the foregoing
subsections (1) and (2); and
(c) A bona fide written representation and
agreement, in a form satisfactory to the Board, signed by
the Director or other person then entitled to exercise
such Option or portion, stating that the shares of stock
are being acquired for his own account, for investment
and without any present intention of distributing or
reselling said shares or any of them except as may be
permitted under the Securities Act of 1933, as amended
(the "Act"), and then applicable rules and regulations
thereunder, and that the Director or other person then
entitled to exercise such Option or portion will
indemnify the Company against and hold it free and
harmless from any loss, damage, expense or liability
resulting to the Company if any sale or distribution of
the shares by such person is contrary to the
representation and agreement referred to above. The
Board may, in its absolute discretion, take whatever
additional actions it deems appropriate to ensure the
observance and performance of such representation and
agreement and to effect compliance with the Act and any
other federal or state securities laws or regulations.
Without limiting the generality of the foregoing, the
Board may require an opinion of counsel acceptable to it
to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the Act,
and may issue stop-transfer orders covering such shares.
Share certificates evidencing stock issued on exercise of
this Option may bear an appropriate legend referring to
the provisions of this subsection (c) and the agreements
herein. The written representation and agreement
referred to in the first sentence of this subsection (c)
shall, however, not be required if the shares to be
issued pursuant to such exercise have been registered
under the Act, and such registration is then effective in
respect of such shares; and
(d) In the event the Option or portion shall
be exercised pursuant to Section 4.1 by any person or
persons other than the Director, appropriate proof of the
right of such person or persons to exercise the Option.
Section 4.4 - Conditions to Issuance of Stock Certificates
The shares of stock deliverable upon the exercise of the
Option, or any portion thereof, may be either previously authorized
but unissued shares or issued shares which have then been
reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock
purchased upon the exercise of the Option or portion thereof prior
to fulfillment of all the following conditions:
(a) The admission of such shares to listing on
all stock exchanges on which such class of stock is then
listed; and
(b) The completion of any registration or
other qualification of such shares under any state or
federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other
governmental regulatory body, which the Board shall, in
its absolute discretion, deem necessary or advisable; and
(c) The obtaining of any approval or other
clearance from any state or federal governmental agency
which the Board shall, in its absolute discretion,
determine to be necessary or advisable; and
(d) The lapse of such reasonable period of
time following the exercise of the Option as the Board
may from time to time establish for reasons of
administrative convenience.
Section 4.5 - Rights as Stockholder
The holder of the Option shall not be, nor have any of
the rights or privileges of, a stockholder of the Company with
respect to any shares purchasable upon the exercise of any part of
the Option unless and until certificates representing such shares
shall have been issued by the Company to such holder.
ARTICLE V
MISCELLANEOUS
Section 5.1 - Administration
The Board or the Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as
are consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made
by the Board or the Committee in good faith shall be final and
binding upon the Director, the Company and all other interested
persons. No member of the Board or the Committee shall be
personally liable for any action, determination or interpretation
made in good faith with respect to the Plan or the Option. In its
absolute discretion, the Board may, at any time and from time to
time, exercise any and all rights and duties of the Committee under
the Plan and this Agreement, or may at any time and from time to
time delegate to the Committee any and all of its rights and duties
under the Plan and this Agreement.
Section 5.2 - Option Not Transferable
Neither the Option nor any interest or right therein or
part thereof shall be liable for the debts, contracts or
engagements of the Director or his successors in interest or shall
be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5.2 shall not prevent
transfers by will or by the applicable laws of descent and
distribution.
Section 5.3 - Shares to be Reserved
The Company shall at all times during the term of the
Option reserve and keep available such number of shares of stock as
will be sufficient to satisfy the requirements of this Agreement.
Section 5.4 - Notices
Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Director shall be
addressed to him at the address given beneath his signature
thereto. By a notice given pursuant to this Section 5.4, either
party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the
Director shall, if the Director is then deceased, be given to the
Director's personal representative if such representative has
previously informed the Company of his status and address by
written notice under this Section 5.4. Any notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United
States Postal Service.
Section 5.5 - Titles
Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Agreement.
Section 5.6 - Stockholder Approval
The Plan will be submitted for approval by the Company's
stockholders within twelve months after the date the Plan was
initially adopted by the Board. This Option may not be exercised
to any extent by anyone prior to the time when the Plan is approved
by the stockholders, and if such approval has not been obtained by
the end of said twelve-month period, this Option shall thereupon be
cancelled and become null and void. The Company shall take such
actions with respect to the Plan as may be necessary to satisfy the
requirements of Rule 16b-3(b).
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
CALMAT CO.
By________________________________
A. Frederick Gerstell
Chairman of the Board, President,
Chief Executive Officer and Chief
Operating Officer
By________________________________
Paul Stanford
Senior Vice President -
Administration,
General Counsel and Secretary
___________________________________
Director
___________________________________
___________________________________
Address
C:\DOCS\STOCKOPT\DIRECTSO.94
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, dated _____________, is made by and
between CalMat Co., a Delaware corporation, hereinafter referred to
as "Company," and ______________________, an employee of the
Company or a Subsidiary of the Company, hereinafter referred to as
"Employee";
WHEREAS, the Company wishes to afford the Employee the
opportunity to purchase shares of its $1.00 par value Common Stock;
and
WHEREAS, the Company wishes to carry out the Amended and
Restated 1993 Stock Option Plan for Officers, Directors and Key
Employees of CalMat Co. (the terms of which are hereby incorporated
by reference and made a part of this Agreement); and
WHEREAS, the Management Development and Compensation
Committee of the Company's Board of Directors (hereinafter referred
to as the "Committee"), appointed to administer said Plan, has
determined that it would be to the advantage and best interest of
the Company and its shareholders to grant the Incentive Stock
Option provided for herein to the Employee as an inducement to
remain in the service of the Company or its Subsidiaries and as an
incentive for increased efforts during such service, and has
advised the Company thereof and instructed the undersigned officers
to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement,
they shall have the meaning specified below unless the context
clearly indicates to the contrary.
Section 1.1 - Code
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
Section 1.2 - Option
"Option" shall mean the incentive stock option to
purchase common stock of the Company granted under this Agreement.
Section 1.3 - Parent Corporation
"Parent Corporation" shall mean any corporation in an
unbroken chain of corporations ending with the Company if each of
the corporations other than the Company then owns stock possessing
fifty percent (50%) or more of the total combined voting power of
all classes of stock in one (1) of the other corporations in such
chain.
Section 1.4 - Plan
"Plan" shall mean the Amended and Restated 1993 Stock
Option Plan for Officers, Directors and Key Employees of CalMat Co.
Section 1.5 - Pronouns
The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so
indicates.
Section 1.6 - Secretary
"Secretary" shall mean the Secretary of the Company.
Section 1.7 - Subsidiary
"Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain
then owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one (1) of the
other corporations in such chain.
Section 1.8 - Termination of Employment
"Termination of Employment" shall mean the time when the
employee-employer relationship between the Employee and the Company
or a Subsidiary is terminated for any reason, including, but not by
way of limitation, a termination by resignation, discharge, death
or retirement, but excluding any termination where there is a
simultaneous re-employment by the Company or a Subsidiary. The
Committee, in its absolute discretion, shall determine the effect
of all other matters and questions relating to Termination of
Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge
for good cause, and all questions of whether particular leaves of
absence constitute Termination of Employment; provided, however,
that a leave of absence shall constitute a Termination of
Employment if, and to the extent that, such leave of absence
interrupts employment for purposes of Section 422A(a)(2) of the
Code and the then applicable Regulations and Revenue Rulings under
said Section.
ARTICLE II
GRANT OF OPTION
Section 2.1 - Grant of Option
In consideration of the Employee's agreement to remain in
the employ of the Company or its Subsidiaries and for other good
and valuable consideration, on the date hereof the Company
irrevocably grants to the Employee the option to purchase any part
or all of an aggregate of ___________ shares of its $1.00 par value
Common Stock upon the terms and conditions set forth in this
Agreement.
Section 2.2 - Purchase Price
The purchase price of the shares of stock covered by the
Option shall be $_________ per share without commission or other
charge.
Section 2.3 - Consideration to the Company
In consideration of the granting of this Option by the
Company, the Employee agrees to render faithful and efficient
services to the Company or a Subsidiary, with such duties and
responsibilities as the Company shall from time to time prescribe,
for a period of at lease one (1) year from the date this Option is
granted. Nothing in this Agreement or in the Plan shall confer
upon the Employee any right to continue in the employ of the
Company or any Subsidiary, or shall interfere with or restrict in
any way the rights of the Company and its Subsidiaries, which are
hereby expressly reserved, to discharge the Employee at any time
for any reason whatsoever, with or without good cause.
Section 2.4 - Adjustments in Option
In the event that the outstanding shares of the stock
subject to the Option are changed into or exchanged for a different
number or kind of shares of the Company or other securities of the
Company by reason of merger, consolidation, recapitalization,
reclassification, stock split up, stock dividend or combination of
shares, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares as to which the Option,
or portions thereof then unexercised, shall be exercisable, to the
end that after such event Employee's proportionate interest shall
be maintained as before the occurrence of such event. Such
adjustment in the Option shall be made without change in the total
price applicable to the unexercised portion of the Option (except
for any change in the aggregate price resulting from rounding-off
of share quantities or prices) and with any necessary corresponding
adjustment in the Option price per share; provided, however, that
each such adjustment shall be made in such manner as not to
constitute a "modification" within the meaning of Section 425(h)(3)
of the Code. Any such adjustment made by the Committee shall be
final and binding upon the Employee, the Company and all other
interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
Section 3.1 - Commencement of Exercisability
(a) Subject to Section 3.4(b), the Option
shall become exercisable in four (4) cumulative
installments as follows:
(i) The first installment
shall consist of twenty-five percent (25%) of
the shares covered by the Option and shall
become exercisable on the first anniversary of
the date the Option is granted.
(ii) The second installment
shall consist of twenty-five percent (25%) of
the shares covered by the Option and shall
become exercisable on the second anniversary
of the date the Option is granted.
(iii) The third installment
shall consist of twenty-five percent (25%) of
the shares covered by the Option and shall
become exercisable on the third anniversary of
the date the Option is granted.
(iv) The fourth installment
shall consist of twenty-five percent (25%) of
the shares covered by the Option and shall
become exercisable on the fourth anniversary
of the date the Option is granted.
(b) No portion of the Option which is
unexercisable at Termination of Employment shall
thereafter become exercisable.
Section 3.2 - Duration of Exercisability
The installments provided for in Section 3.1 are
cumulative. Each such installment which becomes exercisable
pursuant to Section 3.1 shall remain exercisable until it becomes
unexercisable under Section 3.3.
<PAGE>
Section 3.3 - Expiration of Option
The Option may not be exercised to any extent by anyone
after the first to occur of the following events:
(a) The expiration of ten (10) years from the
date the Option was granted; or
(b) If the Employee owned (within the meaning
of Section 425(d) of the Code), at the time the Option
was granted, more than ten percent (10%) of the total
combined voting power of all classes of stock of the
Company, any Subsidiary or any Parent Corporation, the
expiration of five (5) years from the date the Option was
granted; or
(c) The time of the Employees's Termination of
Employment, unless such Termination of Employment results
from his death, his retirement, his disability (within
the meaning of Section 22(e)(3) of the Code) or his being
discharged not for good cause; or
(d) The expiration of three (3) months from
the date of the Employee's Termination of Employment by
reason of his retirement or his being discharged not for
good cause, unless the Employee dies within said three-
month period; or
(e) The expiration of one (1) year from the
date of the Employee's Termination of Employment by
reason of his disability (within the meaning of Section
22(e)(3) of the Code); or
(f) The expiration of one (1) year from the
date of the Employee's death; or
(g) Unless the Option is assumed or an
equivalent option is substituted by a successor
corporation pursuant to Section 3.4(a), the effective
date of either the merger or consolidation of the Company
with or into another corporation, or the acquisition by
another corporation or person of all or substantially all
of the Company's assets, or eighty percent (80%) or more
of the Company's then outstanding voting stock, or the
liquidation or dissolution of the Company. At least
thirty (30) days prior to the effective date of such
merger, consolidation, acquisition, liquidation or
dissolution, the Committee shall give the Employee notice
of such event if the Option has then neither been fully
exercised nor become unexercisable under this
Section 3.3.
Section 3.4 - Assumption or Acceleration of Exercisability
In the event of the merger or consolidation of the
Company with or into another corporation, or the acquisition by
another corporation or person of all or substantially all of the
Company's assets, or eighty percent (80%) or more of the Company's
then outstanding voting stock, or the liquidation or dissolution of
the Company, either:
(a) The Option shall be assumed or an
equivalent option substituted by any successor
corporation to the Company. The Company undertakes to
make reasonable and adequate provision for such
assumption or substitution of the Option upon or in
connection with such merger, consolidation, acquisition,
liquidation or dissolution; or
(b) The Committee, by means of the notice
referred to in Section 3.3(g), shall provide that the
Option shall become exercisable, for a minimum of thirty
(30) days prior to such event, as to all the shares
covered hereby, notwithstanding that this Option may not
yet have become fully exercisable under Section 3.1(a).
The Committee may make such determinations and adopt such
rules and conditions as it, in its absolute discretion, deems
appropriate in connection with such assumption, substitution or
acceleration of exercisability, including, but not by way of
limitation, provisions to ensure that any such acceleration and
resulting exercise shall be conditioned upon the consummation of
the contemplated corporate transaction, and determinations
regarding whether reasonable and adequate provisions for assumption
or substitution have been made as defined in subsection (a).
Section 3.5 - Special Tax Consequences
The Employee acknowledges that, to the extent that the
aggregate fair market value of stock with respect to which
"incentive stock options" (within the meaning of Section 422A of
the Code, but without regard to Section 422A(d) of the Code),
including the Option, are exercisable for the first time by the
Employee during any calendar year (under the Plan and all other
incentive stock option plans of the Company, any Subsidiary and any
Parent Corporation) exceeds $100,000, such options shall be treated
as not qualifying under Section 422A of the Code but rather shall
be taxed as nonqualified options. The Employee further
acknowledges that the rule set forth in the preceding sentence
shall be applied by taking options into account in the order in
which they were granted. For purposes of these rules, the fair
market value of stock shall be determined as of the time the option
with respect to such stock is granted.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1 - Person Eligible to Exercise
During the lifetime of the Employee, only he may exercise
the Option or any portion thereof. After the death of the
Employee, any exercisable portion of the Option may, prior to the
time when the Option becomes unexercisable under Section 3.3, be
exercised by his personal representative or by any person empowered
to do so under the Employee's will or under the then applicable
laws of descent and distribution.
Section 4.2 - Partial Exercise
Any exercisable portion of the Option or the entire
Option, if then wholly exercisable, may be exercised in whole or in
part at any time prior to the time when the Option or portion
thereof becomes unexercisable under Section 3.3; provided, however,
that each partial exercise shall be for not less than twenty-five
(25) shares (or minimum installment set forth in Section 3.1, if a
smaller number of shares) and shall be for whole shares only.
Section 4.3 - Manner of Exercise
The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary or his office of all
of the following prior to the time when the Option or such portion
becomes unexercisable under Section 3.3:
(a) Notice in writing signed by the Employee
or the other person then entitled to exercise the Option
or portion, stating that the Option or portion is thereby
exercised, such notice complying with all applicable
rules established by the Committee; and
(b) Full payment for the shares with respect
to which such Option or portion is thereby exercised:
(1) In cash or by check; or
(2) By delivery of shares of the
Company's Common Stock owned by the Optionee
duly endorsed for transfer to the Company with
a fair market value (as determinable under
Section 4.2(b) of the Plan) on the date of
delivery equal to the aggregate Option price
of the shares with respect to which such
Option or portion is thereby exercised; or
(3) With the consent of the
Committee, by delivery of a full recourse
promissory note bearing interest (at at least
such rate as shall then preclude the
imputation of interest under the Code or any
successor provision) and payable upon such
terms as may be prescribed by the Committee.
The Committee may also prescribe the form of
such note and the security to be given for
such note. No Option may, however, be
exercised by delivery of a promissory note or
by a loan from the Company when or where such
loan or other extension of credit is
prohibited by law; or
(4) By means of any combination of
the consideration provided in the foregoing
subsections (1), (2) and (3); and
(c) A bona fide written representation and
agreement, in a form satisfactory to the Committee,
signed by the Employee or other person then entitled to
exercise such Option or portion, stating that the shares
of stock are being acquired for his own account, for
investment and without any present intention of
distributing or reselling said shares or any of them
except as may be permitted under the Securities Act of
1933, as amended (the "Act"), and then applicable rules
and regulations thereunder, and that the Employee or
other person then entitled to exercise such Option or
portion will indemnify the Company against and hold it
free and harmless from any loss, damage, expense or
liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to
the representation and agreement referred to above. The
Committee may, in its absolute discretion, take whatever
additional actions it deems appropriate to ensure the
observance and performance of such representation and
agreement and to effect compliance with the Act and any
other federal or state securities laws or regulations.
Without limiting the generality of the foregoing, the
Committee may require an opinion of counsel acceptable to
it to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the Act,
and may issue stop-transfer orders covering such shares.
Share certificates evidencing stock issued on exercise of
this Option may bear an appropriate legend referring to
the provisions of this subsection (c) and the agreements
herein. The written representation and agreement
referred to in the first sentence of this subsection (c)
shall, however, not be required if the shares to be
issued pursuant to such exercise have been registered
under the Act, and such registration is then effective in
respect of such shares; and
(d) In the event the Option or portion shall
be exercised pursuant to Section 4.1 by any person or
persons other than the Employee, appropriate proof of the
right of such person or persons to exercise the Option.
Section 4.4 - Conditions to Issuance of Stock Certificates
The shares of stock deliverable upon the exercise of the
Option, or any portion thereof, may be either previously authorized
but unissued shares or issued shares which have then been
reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock
purchased upon the exercise of the Option or portion thereof prior
to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on
all stock exchanges on which such class of stock is then
listed; and
(b) The completion of any registration or
other qualification of such shares under any state or
federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee shall,
in its absolute discretion, deem necessary or advisable;
and
(c) The obtaining of any approval or other
clearance from any state or federal governmental agency
which the Committee shall, in its absolute discretion,
determine to be necessary or advisable; and
(d) The lapse of such reasonable period of
time following the exercise of the Option as the
Committee may from time to time establish for reasons of
administrative convenience.
Section 4.5 - Rights as Shareholder
The holder of the Option shall not be, nor have any of
the rights or privileges of, a shareholder of the Company with
respect to any shares purchasable upon the exercise of any part of
the Option unless and until certificates representing such shares
shall have been issued by the Company to such holder.
<PAGE>
Section 4.6 - Payments to Optionees
In its sole and absolute discretion, the Committee may,
but shall not be obligated to, direct that the Company pay to an
Employee exercising, or disposing of stock acquired under an
Incentive Stock Option, an amount of cash (subject to payroll tax
withholding) representing all or a portion of the tax savings, if
any, realized by the Company in connection with such exercise or
disposition. Any such payment may, but need not, be made in order
to reduce or eliminate differences in taxation to the Employee
between an Incentive Stock Option and a Nonqualified Stock Option
with equivalent terms.
ARTICLE V
MISCELLANEOUS
Section 5.1 - Administration
The Committee shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon the
Employee, the Company and all other interested persons. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to
the Plan or the Option. In its absolute discretion, the Board may,
at any time and from time to time, exercise any and all rights and
duties of the Committee under the Plan and this Agreement.
Section 5.2 - Option Not Transferable
Neither the Option nor any interest or right therein or
part thereof shall be liable for the debts, contracts or
engagements of the Employee or his successors in interest or shall
be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5.2 shall not prevent
transfers by will or by the applicable laws of descent and
distribution.
<PAGE>
Section 5.3 - Shares to be Reserved
The Company shall at all times during the term of the
Option reserve and keep available such number of shares of stock as
will be sufficient to satisfy the requirements of this Agreement.
Section 5.4 - Notices
Any notice to be given under the terms of this Agreement
to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Employee shall be
addressed to him at the address given beneath his signature
thereto. By a notice given pursuant to this Section 5.4, either
party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the
Employee shall, if the Employee is then deceased, be given to the
Employee's personal representative if such representative has
previously informed the Company of his status and address by
written notice under this Section 5.4. Any notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United
States Postal Service.
Section 5.5 - Titles
Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Agreement.
Section 5.6 - Notification of Disposition
The Employee shall give prompt notice to the Company of
any disposition or other transfer of any shares of stock acquired
under this Agreement if such disposition or transfer is made (a)
within two (2) years from the date of granting the Option with
respect to such shares or (b) within one (1) year after the
transfer of such shares to him. Such notice shall specify the date
of such disposition or other transfer and the amount realized, in
cash, other property, assumption of indebtedness or other
consideration, by the Employee in such disposition or other
transfer.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
CALMAT CO.
/s/ A. FREDERICK GERSTELL
By ________________________________
Chairman of the Board, President
and Chief Executive Officer
/s/ PAUL STANFORD
By ________________________________
Secretary
_____________________________
Employee
_____________________________
_____________________________
Address
Employee's Social Security
Number:
____________________________
C:\DOCS\STOCKOPT\EMPLOYSO.94
October 26, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CalMat Co. Common Stock
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is being rendered in connection with the Registration on
Form S-8 of 900,000 shares of common stock, par value $1 per share (the
"Shares"), of CalMat Co., a Delaware corporation (the "Company"), issuable in
connection with the Amended and Restated 1993 Stock Option Plan for Officers,
Directors and Key Employees of CalMat Co. (the "Plan"). I am familiar with
the proceedings undertaken by the Company in connection with the issuance of
the Shares under the Plan and the authorization of such issuance thereunder,
and have examined such documents and such questions of law and fact as I have
deemed necessary in order to express the opinion hereinafter stated.
Based on the foregoing, I am of the opinion that the Shares have been duly
authorized, and upon issuance of the Shares under the terms of the Plan and
delivery and payment therefor of legal consideration in excess of the aggregate
par value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PAUL STANFORD
Paul Stanford
Senior Vice President - Administration,
General Counsel and Secretary
PS/svl
CONSENT OF INDEPENDENT ACCOUNTS
-------------------------------
We consent to the inclusion in this registration statement on Form S-8 (File
No. 33- ) of our report dated February 21, 1994, on our audits of the
financial statements and financial statement schedules of CalMat Co.
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
October 27, 1994
