<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1997
Registration No. 33-_____
================================================================================
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 or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
3200 San Fernando Road
Los Angeles, California 90065
(Address, including zip code,
of Principal Executive Offices)
CalMat Co. Employee Stock Purchase Plan
(Full Title of the Plan)
Paul Stanford, Esq.
CalMat Co.
3200 San Fernando Road
Los Angeles, California 90065
(213) 258-2777
(Name, address, including zip code, and telephone
number, including area code, of Agent for Service)
COPY TO:
Deanne B. Kyle, Esq.
Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071
(213) 683-9100
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 500,000 $19.75(2) $9,875,000(2) $2,993
$1.00 per share shares(1)
=======================================================================================================
</TABLE>
(1) The number of shares being registered represents the number of shares that
may be issued pursuant to the above referenced plan.
(2) Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering price per
share and the proposed maximum aggregate offering price are estimated
solely for the purpose of calculating the registration fee required under
Section 6(b) of the Securities Act and are based upon the average of the
high and low prices for a share of Common Stock of CalMat Co. on the New
York Stock Exchange Composite Tape on May 30, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CalMat Co., a Delaware corporation
("CalMat") with the Commission (File Nos. 0-1162, 1-7035, and 1-10125) are
incorporated herein by reference: (i) CalMat's Annual Report on Form 10-K for
the year ended December 31, 1996, (ii) CalMat's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, and (iii) the description of CalMat's
Common Stock included in the Registration Statement on Form 8-A filed on October
21, 1985, including any amendment or report filed for the purpose of updating
such description.
All documents filed by CalMat pursuant to Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
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 herein and to
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
gives Delaware corporations broad powers to indemnify their present and former
directors and officers against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with threatened, pending or completed actions, suits or proceedings
to which they are parties or are threatened to be made parties by reason of
being or having been such directors or officers, subject to specified conditions
and exclusions; gives a director or officer who successfully defends an action
the right to be so indemnified; and permits a corporation to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under any by-law,
agreement, vote of stockholders or otherwise.
Article VII of CalMat's By-laws requires CalMat to indemnify its
directors and officers to the maximum extent permitted by the General
Corporation Law of the State of Delaware. The Tenth Article of CalMat's
Certificate of Incorporation, as amended, requires CalMat to indemnify its
directors and officers to the fullest extent allowed by law, subject to CalMat's
By-laws. CalMat presently maintains insurance policies insuring its directors
and officers against certain losses incurred by them as a result of claims based
upon their actions or statements (including omissions to act or to make
statements) as directors and officers.
As permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware, CalMat's certificate of incorporation includes a
provision eliminating or limiting the potential monetary liability of a director
to the corporation or its stockholders for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends, stock purchase or redemption or (iv)
for any transaction from which the director receives an improper personal
benefit.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
4 CalMat Co. Employee Stock Purchase Plan.
5 Opinion of Paul Stanford, General Counsel to CalMat,
regarding the validity of securities offered hereby.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Paul Stanford, General Counsel to CalMat
(included in Exhibit 5).
24 Power of Attorney (included on the signature page of
this Registration Statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has 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 this 27th day of May, 1997.
CALMAT CO.
By: /s/ Paul Stanford
---------------------------------
Paul Stanford
Executive Vice President,
General Counsel and Secretary
Each person whose signature appears below hereby constitutes and appoints
Paul Stanford, H. James Gallagher or Brent L. Stumme as such person's true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for the undersigned and in the name of the undersigned, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ A. Frederick Gerstell Chairman of the Board, Chief May 27, 1997
- --------------------------- Executive Officer (principal
A. Frederick Gerstell executive officer), and Director
/s/ H. James Gallagher Executive Vice President, May 27, 1997
- --------------------------- Finance, Chief Financial Officer
H. James Gallagher and Treasurer (principal financial
officer)
/s/ Brent L. Stumme Vice President, Controller May 27, 1997
- --------------------------- (principal accounting officer)
Brent L. Stumme
/s/ John C. Argue Director May 27, 1997
- ---------------------------
John C. Argue
/s/ Arthur Brown Director May 27, 1997
- ---------------------------
Arthur Brown
/s/ Denis R. Brown Director May 27, 1997
- ---------------------------
Denis R. Brown
/s/ Harry M. Conger Director May 27, 1997
- ---------------------------
Harry M. Conger
/s/ Rayburn S. Dezember Director May 27, 1997
- ---------------------------
Rayburn S. Dezember
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Richard A. Grant, Jr. Director May 27, 1997
- ------------------------
Richard A. Grant, Jr.
/s/ William T. Huston Director May 27, 1997
- ------------------------
William T. Huston
/s/ Edward A. Landry Director May 27, 1997
- ------------------------
Edward A. Landry
/s/ Thomas L. Lee Director May 27, 1997
- ------------------------
Thomas L. Lee
/s/ Thomas M. Linden Director May 27, 1997
- ------------------------
Thomas M. Linden
/s/ Georgia R. Nelson Director May 27, 1997
- ------------------------
Georgia R. Nelson
/s/ Stuart T. Peeler Director May 27, 1997
- ------------------------
Stuart T. Peeler
</TABLE>
II-5
<PAGE>
Exhibit 4
CALMAT CO. EMPLOYEE STOCK PURCHASE PLAN
1. GENERAL.
The CalMat Co. Employee Stock Purchase Plan (the "Plan") is intended as a way
for eligible employees of CalMat Co. (the "Company") to commence or increase
their ownership of shares of CalMat Co.'s common stock ("Common Stock") at a
price that is less than the fair market value on the date of purchase. Once an
employee is enrolled as a participant in the Plan, his or her accumulated
payroll deductions will be used to purchase whole shares of Common Stock under
the terms of the Plan. The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
It is the intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Plan shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
such section of the Code.
2. ADMINISTRATION.
(a) The Company's Board of Directors (the "Board") has appointed a committee
("Administrative Committee") to administer and interpret the Plan. The
Board has the sole discretion and authority to make changes in the
Administrative Committee, or to appoint itself to administer the Plan.
Until changed by further notice, any notices or communications to the
Administrative Committee should be directed to CalMat Co. Employee Stock
Purchase Plan Administrative Committee, Post Office Box 2950, Los Angeles,
California 90051, (213)258-2777, extension 3275. The Administrative
Committee will consist of employees of the Company unless otherwise
provided by the Board in its sole discretion.
(b) If an eligible employee decides to participate in the Plan, the
Administrative Committee, or its agent, will keep a continuous record of
participation and send the participant a statement of his or her account
under the Plan for each quarter.
(c) The number of shares credited to a participant's account under the Plan
will be shown on the participant's statement of account. Certificates for
any number of whole shares credited to a participant's account under the
Plan will be issued solely to the participant upon his or her written
request to the Administrative Committee and delivered to the Company's
address. Certificates for fractional share interests will not be issued.
(d) The Administrative Committee reserves the right to interpret and regulate
the Plan. The Administrative Committee may establish such procedures and
make such other provisions for the administration and operation of the Plan
as it deems appropriate to give effect to its purpose. The Administrative
Committee shall have full power and authority to (i) interpret and
administer the Plan and any instrument or agreement entered into under the
Plan; (ii) appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (iii) determine the terms and conditions of
grants and Options under the Plan; and (iv) make any other determination
and take any other action that the Board deems necessary or desirable for
administering the Plan.
1
<PAGE>
(e) The "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December
31st, except in the first Plan Year, which shall commence July 1, 1997.
(f) The Administrative Committee shall appoint a custodian to make purchases of
Common Stock as agent for the participants. The custodian will hold and act
as custodian of shares purchased under the Plan.
3. ELIGIBILITY.
(a) Except as provided in Sections 3 (b) and (c) below, as of July 1, 1997, the
effective date of the Plan, all regular, full-time employees of the Company
and of any subsidiary corporation (a "Subsidiary") that, along with the
Company, is a member of a controlled group of corporations (as defined in
Section 1563 of the Code), who have been so employed for at least 60 days
are eligible to participate in the Plan. Thereafter, each employee of the
Company or a Subsidiary will become eligible as of the first payroll period
of the Plan quarter immediately following 60 days of employment. For
purposes of the Plan, an employee is considered a full-time, regular
employee if the employee works at least 20 hours per week, including
vacations and approved leaves of absence, and has a job assignment that is
expected to exceed 5 months in duration.
(b) No employee shall be granted an Option under the Plan if the employee,
immediately after an Option is granted, owns or would own shares
representing 5% or more of the total combined voting power or value of all
classes of shares of stock of the Company or a Subsidiary. For purposes of
the foregoing limitation, the rules of Section 424(d) (relating to
attribution of stock ownership) of the Code shall apply in determining
share ownership, and stock which the employee may purchase under the
outstanding Options shall be treated as stock owned by the employee.
Further, if, pursuant to the terms of the Plan, an employee would be
granted an Option that violates Section 423(b)(8) of the Code, such Option
shall not be granted. Accordingly, no employee shall be granted an Option
under the Plan if the grant of such Option permits such employee rights to
purchase stock under all the employee stock plans of the Company and its
Subsidiaries to accrue at a rate which exceeds $25,000 of the fair market
value of the stock (determined at the time such Option is granted) for each
calendar year in which such Option is outstanding.
(c) For purposes of participation in the Plan, unless a participant's right to
re-employment following an approved leave of absence (a "Leave") is
guaranteed either by statute or by contract, a participant shall be deemed
to be an employee for the first 90 days of such Leave and such employee's
employment shall be deemed to have terminated at the close of business on
the 90th day of such Leave unless such employee shall have returned to
employment prior to the close of business on such 90th day. Termination by
the Company of any employee's Leave, other than termination of such Leave
on return to employment, shall terminate an employee's employment for
purposes of the Plan and shall terminate such employee's participation in
the Plan and right to exercise any Option granted under the Plan.
(d) Non-employee directors shall not be eligible to participate in the Plan.
2
<PAGE>
4. ELECTION TO PARTICIPATE.
An eligible employee may become a participant in the Plan by completing the
enrollment form (and any other documents required by the Administrative
Committee) provided by the Company and returning such form(s) to the Company's
Employee Benefits department (or other department as shall be hereafter
designated by the Administrative Committee) on or before the date set therefor
by the Administrative Committee, which date shall be prior to the beginning of
each quarter. Enrollment forms will be furnished to eligible employees at any
time upon request to the Company. An eligible employee may begin participation
in the Plan as of the first day of any calendar quarter.
5. GRANT AND EXERCISE OF OPTIONS; INVESTMENT DATE.
(a) On the first business day of each quarter, a participant shall be deemed to
have been granted an Option to purchase a maximum number of shares of
Common Stock (an "Option") equal to $25,000 worth of Common Stock (based on
the fair market value of the Common Stock on such date of grant) less the
fair market value of shares previously purchased by such participant (based
on the fair market value of such shares on the Option grant date for such
shares).
(b) No Option granted shall have a term of more than three (3) months. At the
Investment Date for each quarter, each participant will be deemed to have
automatically exercised his or her Option to purchase, at the then
applicable Option Price (as defined in Section 7), that number of whole
shares of Common Stock as of such quarter's Investment Date, but not in
excess of the number of shares for which such Option was granted pursuant
to Section 5 (a). The "Investment Date" shall be the last business day of
each quarter ending March 31st, June 30th, September 30th and December
31st.
(c) During a participant's lifetime, Options held by a participant shall be
exercisable only by that participant.
6. PAYROLL DEDUCTIONS.
(a) After an enrollment form has been approved by the Company's Employee
Benefits department (or other department as shall be hereafter designated
by the Administrative Committee) and the authority for the payroll
deductions has been noted on the Company's payroll records, the Company
will withhold from a participant's paycheck the amount authorized by the
participant. The withholding will be made weekly or bi-weekly from the
paycheck ending in that period. The amounts withheld from all participants'
paychecks will be forwarded to the custodian to buy shares of Common Stock
for the accounts of all participants under the Plan on the applicable
quarter's Investment Date.
(b) The participant shall specify on the enrollment form the weekly or bi-
weekly amount to be withheld from his or her pay. Deductions must be
authorized in even multiples of $5.00 with a minimum of $5.00. No interest
will be paid on payroll deduction amounts. Participants may acquire up to
$25,000 worth of shares each Plan Year, which maximum shall be based on the
stock prices at the time an Option was granted pursuant to Section
423(b)(8) of the Code.
3
<PAGE>
(c) The payroll deduction authorizations are effective for an indefinite period
of time, until the termination of the Plan. The amount of a participant's
payroll deductions may be revised, changed, suspended or terminated by the
participant at any time by written notice to the Company's Employee
Benefits department (or other department as shall be hereafter designated
by the Administrative Committee). A revised enrollment form shall be used
for these purposes. Commencement, revision or termination of deductions
will become effective as soon as practicable after an employee's request is
approved by the Company's Employee Benefits department (or other department
as shall be hereafter designated by the Administrative Committee).
(d) If a participant suspends contributions to the Plan pursuant to Section 6
(c), any money remaining in such participant's account shall be refunded as
soon as practicable after the revised enrollment form requesting such
suspension is received.
(e) If a participant goes on a Leave, such participant shall have the right to
elect: (i) to withdraw from the Plan pursuant to Section 11; or (ii) to
remain a participant in the Plan during such Leave, authorizing deductions
to be made from payments by the Company to the participant during such
Leave, but only to the extent that amounts payable by the Company to such
participant are sufficient to meet such participant's authorized Plan
deduction.
7. OPTION PRICE.
The price of the shares purchased with the participant's payroll deductions
("Option Price") will be 85% of the lower of the price of the first or last
business day of the quarter for Common Stock on the New York Stock Exchange as
reported in the morning edition of the Wall Street Journal for those dates. If
no trading occurs in the Common Stock on the above dates, the purchase price
will be the lower of the price on the nearest day following the beginning of the
quarter or on the nearest prior business day before the end of the quarter on
which sales of Common Stock are reported on the New York Stock Exchange. Any
fraction of a cent will be rounded up to the nearest whole cent. If the Common
Stock is not admitted to trading on any of the dates for which Option Prices of
the Common Stock are to be determined, then reference shall be made to the fair
market value of the Common Stock on such dates, as determined on such basis as
shall be established or specified for such purpose by the Administrative
Committee.
8. NUMBER OF SHARES PURCHASED.
On each Investment Date, accumulated payroll deductions from all participants
will be used to purchase the maximum number of whole shares of Common Stock for
the accounts of the participants. The number of shares credited to each
participant's account will depend on the amount of the participant's payroll
deductions and the Option Price of the shares as provided under Section 7.
9. STOCK.
(a) The maximum number of shares which shall be issued under the Plan shall be
500,000 shares. If the total number of shares for which Options are
exercised on any Investment Date exceeds the
4
<PAGE>
maximum number of shares for the Plan, the Company shall make a pro rata
allocation of the shares available for delivery and distribution in a
nearly uniform manner as shall be practicable and as it shall determine to
be equitable, and the balance of payroll deductions credited to the account
of each participant under the Plan shall be returned to such participants
as promptly as practicable.
(b) A participant will have no interest in stock covered by his or her Option
until such Option has been exercised.
10. FEES AND EXPENSES.
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan.
11. WITHDRAWAL OF SHARES; TERMINATION OF EMPLOYMENT.
(a) A participant may withdraw shares of Common Stock from the Plan pursuant to
Section 8 at any time in whole or in part, but only once per quarter. To
withdraw shares from the Plan, a participant must notify the Administrative
Committee in writing of his or her withdrawal. The minimum amount which may
be withdrawn by a participant is $1,000 in fair market value of shares, or
the participant's entire account balance, if less.
(b) In the event a participant withdraws shares, or in the event of the
termination of the Plan, certificates for whole shares credited to the
account of the withdrawing participant, or all participants in the case of
a termination of the Plan, will be delivered the participant and a cash
payment will be made for the sale price of any fractional share interest
and any additional payroll deductions credited to the account of the
withdrawing participant, or all participants in the case of a termination
of the Plan, but not used to purchase shares. The Administrative Committee
may establish such equitable arrangements for the sale of fractional share
interests as it shall deem appropriate.
(c) Distribution of shares to a participant withdrawing shares will be made on
a "first-in first-out" basis as soon as practicable at the end of the
quarter in which the request for withdrawal of shares is approved.
(d) A former participant who has withdrawn shares from the Plan pursuant to
this Section 11 may re-enter the Plan at any succeeding quarterly entry
date provided the eligibility requirements of Section 3 have been
satisfied. No new payroll deductions will be made from the paychecks of the
employee unless the participant completes a new enrollment form providing
for such deductions.
(e) A participant who has made a hardship withdrawal from a CalMat-sponsored
401(k) plan is prohibited from making payroll deductions for the purpose of
purchasing stock under this Plan for 12 months following the receipt of the
hardship distribution.
(f) In the event of a participant's retirement, death or termination of
employment, certificates for whole shares credited to the account of the
participant will be delivered to the participant or the participant's
representative and a cash payment will be made for the sale price of any
fractional share
5
<PAGE>
interest and any additional payroll deductions credited to the account of
such participant at the end of the current quarter. The Administrative
Committee may establish such equitable arrangements for the sale of
fractional share interests as it shall deem appropriate.
(g) A participant on a Leave shall, subject to the election made by such
participant pursuant to Section 6 (d), continue to be a participant in the
Plan so long as such participant is on a continuous Leave. Unless a
participant's right to re-employment following a Leave is guaranteed either
by statute or by contract, a participant who has been on a Leave for more
than 90 days and, who, therefore, is not an employee for the purpose of the
Plan, shall not be entitled to participate in any offering commencing after
the 90th day of such Leave.
12. VOTING AND TENDERING OF SHARES.
(a) Each participant will have authority to direct the Administrative Committee
in the manner of voting the number of shares held in his or her account.
(b) In the event that a tender offer occurs with respect to shares held under
the Plan, the Administrative Committee shall give each participant the
opportunity to direct, on a confidential basis, whether the whole shares
held in the participant's account shall be tendered. The Administrative
Committee shall tender fractional shares as nearly as possible in the same
proportion as whole shares.
(c) Whole shares as to which no direction is received from participants will
not be voted or tendered, as the case may be.
13. CASH DIVIDENDS.
Cash dividends paid on shares credited to a participant's account will be paid
to the participant as soon as practicable following the dividend payment date.
Dividend amounts payable to participants will be rounded to the nearest whole
cent in the case of fractional share interests.
14. STOCK DIVIDENDS AND STOCK SPLITS.
Any shares distributed by the Company as a stock dividend on shares credited to
a participant's account under the Plan, or upon any split of such shares, will
be credited to the participant's account.
15. AMENDMENT AND TERMINATION.
The Plan shall terminate on July 1, 2007, the tenth (10th) anniversary of the
effective date of the Plan, unless the term is renewed or extended. The Board
reserves the right to suspend, modify or terminate the Plan at any time;
provided, however, that the Board shall not, without the approval of the
stockholders of the Company: (i) increase the maximum number of shares which may
be issued under the Plan (other than increases merely reflecting a change in
capitalization, such as a stock dividend or stock split), or (ii) change the
designation of corporations whose employees may be offered Options under the
Plan. Any such suspension, modification or termination shall not affect a
participant's right
6
<PAGE>
to shares of Common Stock already purchased (except that the Company may take
any action necessary to comply with applicable law).
16. NON-TRANSFERABILITY.
Neither payroll deductions credited to a participant's account nor any rights
with regard to the exercise of an Option under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way by the participant,
other than by will or the laws of descent and distribution.
17. REPORTS.
Each participant will receive a statement of his or her account for each
quarter. Participants will also receive communications sent to other
stockholders, including the Annual Report of the Company, and its Notice of
Annual Meeting and Proxy Statement. Participants will receive information
necessary for reporting income realized by them under the Plan.
18. TAX WITHHOLDING.
All taxes withheld with respect to the amount of each participant's payroll
deductions under the Plan will be deducted from the participant's salary and
will not reduce the amounts used to purchase shares.
19. AGREEMENT AS TO SALES OF SECURITIES FOR CERTAIN EMPLOYEES.
If, at the time of the purchase of any shares, in the opinion of counsel for the
Company, it is necessary or desirable, in order to comply with any applicable
laws or regulations relating to the sale of the securities, that the participant
will agree to purchase the shares for investment only and not with any present
intention to resell the same and that the participant will dispose of such
shares only in compliance with such laws and regulations, the participant will,
upon the request of the Company, execute and deliver to the Company an agreement
to such effect.
20. NO EMPLOYMENT RIGHT.
Neither this Plan nor any action taken under the Plan shall be construed as
giving any right to any individual to be retained as an officer or employee of
the Company.
21. GOVERNMENT AND OTHER REGULATIONS.
The obligation of the Company to purchase stock shall be subject to all
applicable laws, rules, and regulations, and to such administrative approvals by
any government agencies as may be deemed necessary or appropriate by the
Administrative Committee. The Plan is intended to comply with Rule 16b-3 under
the Securities Exchange Act of 1934, as amended. Any provision inconsistent with
such Rule shall be inoperative and shall not affect the validity of the Plan.
The Plan shall be subject to any provision necessary to assure compliance with
federal and state securities laws including non-transferability restrictions.
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22. INDEMNIFICATION.
Each person who is or at any time serving as a member of the Board or the
Committee shall be indemnified and held harmless by the Company against and from
(i) any loss, cost, liability, or expense that may be imposed on or reasonably
incurred by such person in connection with or resulting from any claim, action,
suit, or proceeding to which such person may be a party or in which such person
may be involved by reason of any action or failure to act under this Plan; and
(ii) any and all amounts paid by such person in satisfaction of judgment any
such action, suit, or proceeding relation to this Plan. Each person covered by
this indemnification shall give the Company an opportunity at its own expense,
to handle and defend the same before such person undertakes to handle and defend
the same on such person's own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the charter or bylaws of the Company as a matter
of law, or otherwise, or any power that the Company may have to indemnify such
person or hold such person harmless.
23. RELIANCE ON REPORTS.
Each member of the Board or the Administrative Committee shall be fully
justified in relying or acting in good faith upon any report made by the
independent public accountants of the Company, and upon any other information
furnished in connection with this Plan. In no event shall any person who is or
shall have been a member of the Board or the Administrative Committee be liable
for any determination made or the action taken or any omission to act in
reliance upon any such report or information, or for any action taken, including
the furnishing of information, or failure to act, if in good faith.
24. GOVERNING LAW.
All matters relating to the Plan shall be governed by the laws of the state of
Delaware without regard to the principles of conflict of laws, except to the
extent preempted by the laws of the United States.
25. RELATIONSHIP TO OTHER BENEFITS.
No payment under this Plan shall be taken into account in determining any
benefits under any pension, retirement, profit sharing, or group insurance plan
of the Company.
26. EXPENSES.
The expenses of implementing and administering this Plan shall be borne by the
Company.
27. TITLES AND HEADINGS.
The titles and headings of the paragraphs in this Plan are for convenience of
reference only, and in the event of any conflict, the text of this Plan, rather
than such titles or headings, shall control.
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28. USE OF PROCEEDS.
Payroll deductions under the Plan shall constitute general funds of the Company
until the Investment Date.
29. NON-EXCLUSIVITY OF PLAN.
Neither the adoption of the Plan by the Board nor the submission of the Plan to
the stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options or stock purchase arrangements other than under the Plan, and such
arrangements may be applicable either generally or only in specific cases.
30. STOCKHOLDER APPROVAL.
This Plan was adopted by the Board on May 27, 1997 and is subject to the
approval of the CalMat Co. stockholders. The Plan is intended to qualify as an
Employee Stock Purchase Plan within the meaning of Section 423 of the Code. If
the stockholders do not approve the Plan, the Company will implement and operate
the Plan under the provisions of Section 83 of the Code.
In witness whereof, the Company caused this Plan to be signed on June 3, 1997 to
be effective July 1, 1997.
CALMAT CO., a Delaware Corporation
By: /s/ Paul Stanford
----------------------------------
Title: Executive Vice President,
General Counsel and Secretary
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Exhibit 5
May 20, 1997
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 500,000 shares of common stock, par value $1 per share (the "Shares"), of
CalMat Co., a Delaware corporation (the "Company"), issuable in connection with
the CalMat Co. Employee Stock Purchase Plan (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
Executive Vice President,
General Counsel and Secretary
PS/ccl
<PAGE>
Exhibit 23.1
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of CalMat Co. on Form S-8 of our report dated February 28, 1997, on our audits
of the consolidated financial statements and the financial statement schedule of
CalMat Co. and subsidiaries as of December 31, 1996 and 1995, and for the years
ended December 31, 1996, 1995, and 1994, which report is included in the Annual
Report on Form 10-K (File No. 0-1162).
Coopers & Lybrand L.L.P. /s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
May 27, 1997
