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As filed with the Securities and Exchange Commission on September 29, 1995
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REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-1547355
(State or other jurisdiction of incorporation (I.R.S Employer
or organization) Identification No.)
9753 PINE LAKE DRIVE,
HOUSTON, TEXAS 77055
(Address of Principal Executive Offices) (Zip Code)
1977 STOCK OPTION PLAN
OF
DANIEL INDUSTRIES, INC.
(Full title of the plan)
THOMAS L. SIVAK
DANIEL INDUSTRIES, INC.
9753 PINE LAKE DRIVE
HOUSTON, TEXAS 77055
(Name and address of agent for service)
(713) 467-6000
(Telephone number, including area code, of agent for service)
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Copies to:
GREGORY J. SERGESKETTER
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $1.25
par value (2) 650,000 shares (1)(3) $14.875(4) $9,668,750(4) $3,334.05
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(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the operation of the
anti-dilution provisions of the Plan.
(2) Includes the preferred stock purchase rights associated with the Common
Stock.
(3) Pursuant to Rule 429, the prospectus related to this registration
statement also relates to the registration statement on Form S-8 (No.
2-65288), which also registered shares of Common Stock to be issued upon
the exercise of options granted under the Plan.
(4) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee and based upon the average of the high and low price
of a share of Common Stock on the New York Stock Exchange consolidated
reporting system on September 27, 1995, which was $14.875.
This Registration Statement shall become effective in accordance with the
provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registration statement on Form S-8 (No. 2-65288), which also
registered shares of Common Stock to be issued upon the exercise of options
granted under the Plan, is incorporated herein by reference. In addition, the
following documents, which have been filed by Daniel Industries, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference into this
Registration Statement.
1. Item 14(b) on page 22 of the Annual Report of the Company
on Form 10-K for the fiscal year ended September 30, 1990 filed by the
Company under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
2. Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 1994, filed by the Company under the Exchange Act..
3. Quarterly Report of the Company on Form 10-Q for the quarter
ended December 31, 1994, filed by the Company under the Exchange Act.
4. Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1995, filed by the Company under the Exchange Act.
5. Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1995, filed by the Company under the Exchange Act.
6. The "Description of Common Stock and Rights" contained in the
Company's Registration Statement on Form S-3 (Registration No. 33-40160).
7. Current Report of the Company on Form 8-K (File No. 1-6098,
February 9, 1995).
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto that indicates
that all securities offered have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Item 5. Interest of Counsel.
Thomas L. Sivak is an Executive Officer of and General Counsel to
the Company.
Item 8. Exhibits.
5.1 -- Opinion of Thomas L. Sivak, General Counsel to the Company
23.1 -- Consent of Price Waterhouse LLP
23.2 -- Consent of Thomas L. Sivak, General Counsel to the Company
(contained in Exhibit 5.1)
24.1 -- Power of Attorney (contained on page II-2 hereof)
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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 duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 18, 1995.
DANIEL INDUSTRIES, INC.
(Registrant)
By: /s/ MICHAEL R. YELLIN
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(Michael R. Yellin)
Vice President, Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. A. Griffin, III and Michael R. Yellin, and
each of them, either one of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution , for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, 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.
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Name Title Date
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<S> <C> <C>
/s/ RICHARD L. O'SHIELDS Chairman of the Board of Directors September 18, 1995
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(Richard L. O'Shields)
/s/ W. A. GRIFFIN, III Director, President and September 18, 1995
----------------------------------------- Chief Executive Officer
(W. A. Griffin, III)
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<TABLE>
<S> <C> <C>
Vice President-Finance September 18, 1995
/s/ HENRY G. SCHOPFER, III (Principal Financial Officer)
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(Henry G. Schopfer, III)
/s/ MARY BESHEARS Controller September 18, 1995
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(Mary Beshears)
/s/ RALPH H. CLEMONS, JR. Director September 18, 1995
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(Ralph H. Clemons, Jr.)
/s/ GIBSON GAYLE, JR. Director September 18, 1995
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(Gibson Gayle, Jr.)
/s/ RONALD C. LASSITER Director September 18, 1995
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(Ronald C. Lassiter)
/s/ LEO E. LINBECK, JR. Director September 18, 1995
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(Leo E. Linbeck, Jr.)
/s/ WILLIAM C. MORRIS Director September 18, 1995
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(William C. Morris)
/s/ W. A. GRIFFIN Director September 18, 1995
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(W. A. Griffin)
/s/ BRIAN E. O'NEILL Director September 18, 1995
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(Brian E. O'Neill)
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of Thomas L. Sivak, General Counsel to the Company
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Thomas L. Sivak, General Counsel to the Company
(contained in Exhibit 5.1)
24.1 Power of Attorney (contained on page II-2 hereof)
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EXHIBIT 5.1
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[DANIEL INDUSTRIES, INC. LETTERHEAD]
September 18, 1995
Daniel Industries, Inc.
9753 Pine Lake Drive
Houston, Texas 77055
Attention: Michael R. Yellin
Gentlemen:
I have acted on behalf of Daniel Industries, Inc., a Delaware corporation (the
"Company"), as Counsel, in connection with the registration under the
Securities Act of 1933 as amended, of 650,000 shares of the Company's Common
Stock, $1.25 par value (the "Shares"), and 650,000 preferred share purchase
rights of the Company issuable in connection with the issuance of the Shares
(the "Rights"), to be issued upon the terms and subject to the conditions set
forth in the Company's 1977 Stock Option Plan (the "Plan"). In connection
therewith, I have examined either the original or copies of the Certificate of
Incorporation of the Company, its Bylaws, the Rights Agreement dated as of May
31, 1990 between the Company and Wachovia Bank and Trust Company, N.A., as
Rights Agent, the Plan, the records of relevant corporate proceedings with
respect to the issuance of the Shares and the Rights and such other documents
and instruments I have deemed necessary or appropriate for the expression of
the opinions contained herein.
Based on the foregoing and having regard for such other legal considerations I
have deemed relevant, I am of the opinion that: (i) the Shares have been duly
authorized, and when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable and (ii) the Rights have been
duly authorized and, when the Shares have been issued in accordance with the
terms of the Plan, will be validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ THOMAS L. SIVAK
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Thomas L. Sivak
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 14, 1994, appearing on page
18 of Daniel Industries, Inc.'s Annual Report on Form 10-K for the fiscal year
ended September 30, 1994.
/S/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
Houston, Texas
September 28, 1995
