<PAGE> 1
As filed with the Securities and Exchange Commission on March 22, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-1547355
(State or other jurisdiction of incorporation or (I.R.S Employer Identification No.)
organization)
9753 PINE LAKE DRIVE,
HOUSTON, TEXAS 77055
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
DANIEL INDUSTRIES, INC.
STOCK AWARD 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)
------------------------------
Copies to:
GREGORY J. SERGESKETTER
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25
par value (2) 100,000 shares (1) $13.9375 (3) $1,393,750 (4) $480.60
====================================================================================================================================
</TABLE>
(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) 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 March 20, 1996, which was $13.9375.
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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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995;
(c) The Company's Current Report on Form 8-K dated December 12,
1995;
(d) The description of the Common Stock set forth under the caption
"Description of Securities to be Registered" contained in the Company's
Registration Statement on Form 8-B dated May 26, 1988;
(e) The description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated June 1,
1990; and
(f) The "Description of Common Stock and Rights" contained in the
Company's Registration Statement on Form S-3 (Registration No. 33-40160).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement 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 hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Thomas L. Sivak, an
Executive Officer of and General Counsel to the Company.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation contains a provision that
eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of his fiduciary duty as a
director to the extent currently allowed under the Delaware General Corporation
Law. Except as set forth below, if a director were to breach such duty in
performing his duties as a director, neither the Company nor its stockholders
could recover monetary damages from the director, and the only course of action
available to the Company's stockholders would be equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of fiduciary duty.
To the extent certain claims against directors are limited to equitable
remedies, the provision in the Company's Certificate of Incorporation may
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<PAGE> 3
reduce the likelihood of derivative litigation and may discourage stockholders
or management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy may be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors. Under the
Company's Certificate of Incorporation, no director of the Company will be
liable to the Company or any of its stockholders for monetary damages for breach
of fiduciary duty, except liability (i) for any breach of the duty of loyalty to
the Company 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
payment of an improper dividend or improper repurchase of the Company's stock
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation further provides that, if the Delaware
General Corporation Law is amended to allow the further elimination or
limitation of the liability of directors, then the liability of the Company's
directors shall be limited or eliminated to the fullest extent permitted by the
amended Delaware General Corporation Law.
Under Article IX of the Company's By-laws as currently in effect,
each person who is or was a director or officer of the Company, or who serves
or served any other enterprise or organization as such at the request of the
Company, shall be indemnified by the Company to the full extent permitted by
the Delaware General Corporation Law.
Under such law, to the extent that such person is successful on the
merits in defense of a suit or proceeding brought against him by reason of the
fact that he is or was a director or officer of the Company, or serves or
served any other enterprise or organization as such at the request of the
Company, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such action.
Under such law, if unsuccessful in defense of a third-party civil
suit or a criminal suit, or if such suit is settled, such a person shall be
indemnified against both (i) expenses, including attorneys' fees, and (ii)
judgments, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
the Company, or where such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Company, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged liable to the Company unless and only to the extent the Court of
Chancery determines that, despite the adjudication of liability but in view of
all the circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses.
Delaware corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy, which provides coverage in the amount of $10,000,000, subject to a
maximum deductible of $200,000 per loss and excludes coverage for dishonest,
fraudulent or criminal acts and situations where the officer or director gained
a personal advantage or profit.
Item 7. Exemption from Registration Claimed
Not applicable.
II-2
<PAGE> 4
<TABLE>
Item 8. Exhibits
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<S> <C> <C>
4.1 Plan and Agreement of Merger dated as of January 22, 1988, by and between Daniel Industries, Inc., a
Texas corporation ("Daniel Texas"), and Daniel Industries, Inc., a Delaware corporation (the
"Company"), filed as Exhibit 2.1 to the Company's Registration of Securities of Certain Successor
Issuers on Form 8-B, and hereby incorporated by reference herein.
4.2 Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Registration of Securities of
Certain Successor Issuers on Form 8-B dated May 5, 1988, and hereby incorporated by reference herein.
4.3 By-Laws of the Company, as amended through February 2, 1995, filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended September 30, 1995 and hereby incorporated by reference herein.
4.4 Certificate of Designation, Powers, Preferences and Rights of Series A Junior Participating Preferred
Stock filed as Exhibit 3.3 in the Company's Amendment to Application or Report on Form 8 amending the
Company's Annual Report on Form 10-K for the year ended September 30, 1990, and hereby incorporated by
reference herein.
4.5 Note Purchase Agreement dated as of December 5, 1988, between the Company and The Variable Annuity Life Insurance
Company, The Mutual Benefit Life Insurance Company, MONY Life Insurance Company of America and MONY Legacy Life
Insurance Company (including the form of the Company's Senior Notes in the aggregate in the principal amount of
$20,000,000) filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended September 30,
1988, and hereby incorporated by reference herein.
4.6 Rights Agreement dated as of May 31, 1990, between the Company and Wachovia Bank and Trust Company, N.A., as
Rights Agent, filed as Exhibit 1 to the Company's Registration of Certain Classes of Securities on Form 8-A filed
June 5, 1990, and hereby incorporated by reference herein.
4.7 Daniel Industries, Inc. Stock Award Plan .
5.1 Opinion of Thomas L. Sivak.
23.1 Consent of Thomas L. Sivak (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (contained on page II-5 hereof).
</TABLE>
Item 9. Undertakings
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;
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<PAGE> 5
(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; and
(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.
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 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.
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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 6
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 March 18, 1996.
DANIEL INDUSTRIES, INC.
(Registrant)
By: /s/ Michael R. Yellin
-------------------------------------------
(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.
<TABLE>
<CAPTION>
Name Title Date
----------------------------------------- --------------------- ----------------
<S> <C> <C>
/s/ Richard L. O'Shields Director March 6, 1996
-----------------------------------------
(Richard L. O'Shields)
/s/ W. A. Griffin, III Director, President and March 6, 1996
----------------------------------------- Chief Executive Officer
(W. A. Griffin, III)
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Henry G. Schopfer, III Vice President-Finance March 6, 1996
----------------------------------------- (Principal Financial Officer)
(Henry G. Schopfer, III)
/s/ Mary Beshears Controller March 6, 1996
-----------------------------------------
(Mary Beshears)
/s/ Ralph H. Clemons, Jr. Director March 6, 1996
-----------------------------------------
(Ralph H. Clemons, Jr.)
/s/ Gibson Gayle, Jr. Director March 6, 1996
-----------------------------------------
(Gibson Gayle, Jr.)
/s/ Ronald C. Lassiter Chairman of the March 6, 1996
----------------------------------------- Board of Directors
(Ronald C. Lassiter)
/s/ Leo E. Linbeck, Jr. Director March 6, 1996
-----------------------------------------
(Leo E. Linbeck, Jr.)
/s/ Ralph F. Cox Director March 6, 1996
-----------------------------------------
(Ralph F. Cox)
/s/ W. A. Griffin Director March 6, 1996
-----------------------------------------
(W. A. Griffin)
/s/ Brian E. O'Neill Director March 6, 1996
-----------------------------------------
(Brian E. O'Neill)
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.7 Daniel Industries, Inc. Stock Award Plan
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-5 hereof)
</TABLE>
<PAGE> 1
EXHIBIT 4.7
<PAGE> 2
DANIEL INDUSTRIES, INC.
STOCK AWARD PLAN
<PAGE> 3
DANIEL INDUSTRIES, INC.
STOCK AWARD PLAN
TABLE OF CONTENTS
SECTION
ARTICLE I - PURPOSE
ARTICLE II - DEFINITIONS
Award . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
Board . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
Committee . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
Disinterested . . . . . . . . . . . . . . . . . . . . . . . 2.6
Employee . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . 2.8
Fair Market Value . . . . . . . . . . . . . . . . . . . . . 2.9
Grantee . . . . . . . . . . . . . . . . . . . . . . . . . . 2.10
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.11
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.12
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 2.13
ARTICLE III - ELIGIBILITY
ARTICLE IV - STOCK AWARDS
Stock Subject to the Plan . . . . . . . . . . . . . . . . 4.1
Awards Procedure . . . . . . . . . . . . . . . . . . . . . 4.2
Award Agreements . . . . . . . . . . . . . . . . . . . . . 4.3
Grantee's Rights as Stockholder . . . . . . . . . . . . . . 4.4
Changes in the Company's Capital Structure . . . . . . . . . 4.5
Requirements of Law . . . . . . . . . . . . . . . . . . . . 4.6
ARTICLE V - ADMINISTRATION
ARTICLE VI - TAX WITHHOLDING
General Method of Withholding . . . . . . . . . . . . . . . 6.1
Section 83(b) Elections . . . . . . . . . . . . . . . . . . 6.2
ARTICLE VII - AMENDMENT OR TERMINATION OF PLAN
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ARTICLE VIII - MISCELLANEOUS
No Employment Obligation . . . . . . . . . . . . . . . . . . 8.1
Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3
Other Awards . . . . . . . . . . . . . . . . . . . . . . . . 8.4
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 8.5
-ii-
<PAGE> 5
DANIEL INDUSTRIES, INC.
STOCK AWARD PLAN
ARTICLE I
PURPOSE
The purpose of the Daniel Industries, Inc. Stock Award Plan is to
promote the interests of Daniel Industries, Inc. (the "Company") and its
stockholders by providing the Company with a mechanism to enable the Company and
its subsidiaries to attract, retain and motivate their key employees with
compensatory arrangements and benefits that make use of the Company's stock so
as to provide for or increase the proprietary interests of such employees in the
Company.
ARTICLE II
DEFINITIONS
2.1 "AWARD" shall mean an award of Stock granted under this Plan.
2.2 "BOARD" shall mean the Board of Directors of the Company.
2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
2.4 "COMMITTEE" shall mean the committee appointed by the Board to
administer this Plan.
2.5 "COMPANY" shall mean Daniel Industries, Inc.
2.6 "DISINTERESTED" shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section
16 of the Exchange Act.
2.7 "EMPLOYEE" shall mean an officer or employee of the Company or a
Subsidiary.
<PAGE> 6
2.8 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
2.9 "FAIR MARKET VALUE" shall mean the closing price of the Stock on
the date in question as reported in the New York Stock Exchange -- Composite
Transactions listing or if, in the discretion of the Committee, another means of
determining the fair market value of a share of Stock at such date shall be
necessary or advisable, the Committee may provide for another means of
determining such fair market value.
2.10 "GRANTEE" shall mean an Employee to whom an Award is granted
pursuant to this Plan.
2.11 "PLAN" shall mean this Daniel Industries, Inc. Stock Award Plan.
2.12 "STOCK" shall mean the Company's common stock, $1.25 par value
(or such other par value as may be designated by act of the Company's
stockholders).
2.13 "SUBSIDIARY" shall mean any subsidiary of the Company.
ARTICLE III
ELIGIBILITY
The individuals who shall be eligible to participate in the Plan shall
be those full-time key Employees as the Committee shall determine during the
term of this Plan.
ARTICLE IV
STOCK AWARDS
4.1 STOCK SUBJECT TO THE PLAN. The total amount of the Stock with
respect to which Awards may be granted shall not exceed in the aggregate
100,000 shares. The class and aggregate number of shares which may be subject
to Awards granted under the Plan shall be subject to adjustment under Section
4.5. Shares may be treasury shares or authorized but unissued shares.
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<PAGE> 7
4.2 AWARDS PROCEDURE. The Committee may make awards of Stock to
eligible Employees selected by it. The amount of each Award and the vesting
and/or transferability restrictions with respect to each Award shall be
determined by the Committee in its sole discretion. If the Committee imposes
vesting and/or transferability restrictions on the Grantee's rights with respect
to shares of Stock granted to him, the Committee may issue such instructions to
the Company's transfer agent in connection therewith as it deems appropriate.
The Committee may also cause the certificate for shares issued pursuant to an
Award to be imprinted with any legend which counsel for the Company considers
advisable with respect to the restrictions.
4.3 AWARD AGREEMENTS. Each Award shall be evidenced by a written
agreement between the Company and the Grantee containing the vesting and/or
transferability restrictions and other provisions not inconsistent with the Plan
as the Committee may require. Any Stock forfeited by a Grantee pursuant to an
Award Agreement shall again be available for use in future Awards.
4.4 GRANTEE'S RIGHTS AS STOCKHOLDER.
(a) Commencing on the date of the transfer of shares of stock to a
Grantee on the books of the Company pursuant to an Award, the Grantee shall have
the right to receive all dividends or other distributions paid or made with
respect to the shares awarded.
(b) Commencing on the date of the transfer of shares of Stock to a
Grantee on the books of the Company pursuant to an Award, the Grantee shall have
the right to vote the shares.
4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
Awards shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Stock
or the rights
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<PAGE> 8
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a dividend in capital stock or other
equity securities of the Company on its Stock, or other increase or reduction of
the number of shares of Stock outstanding, without receiving consideration
therefor in money, services, or property, or the reclassification of its Stock,
in whole or in part, into other equity securities of the Company, then the
number and class of shares then reserved for issuance under the Plan (or in the
case of a dividend of, or reclassification into, other equity securities, those
other securities) shall be adjusted by substituting for the total number and
class of shares of stock then reserved, the number and class or classes of
shares of stock (or in the case of a dividend of, or reclassification into,
other equity securities, those other securities) that would have been received
by the owner of an equal number of outstanding shares of Stock as a result of
the event requiring the adjustment.
4.6 REQUIREMENTS OF LAW. The Company shall not be required to issue
or deliver any shares of Stock under any Award if such issuance or delivery
shall constitute a violation by the Grantee or the Company of any provisions of
any law or regulation of any governmental authority. Each Award granted under
this Plan shall be subject to the requirements that, if at any time the Board or
the Committee shall determine that the listing, registration or qualification of
the shares upon any securities exchange or under any state or federal law of the
United States or of any other country or governmental subdivision, or the
consent or approval of any governmental regulatory body, or investment or other
representations, are necessary or desirable in connection with the issue or
purchase or delivery of shares subject to an Award, no shares shall be delivered
pursuant to an Award
-4-
<PAGE> 9
unless the listing, registration, qualification, consent, approval or
representations shall have been effected or obtained free of any conditions not
acceptable to the Committee. Any determination in this connection by the
Committee shall be final. In the event the shares issued pursuant to an Award
are not registered under the Securities Act of 1933, the Company may imprint on
the certificate for those shares the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the
Securities Act of 1933:
The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any state and may not be sold or transferred
except upon registration or upon receipt by the Company of an
opinion of counsel satisfactory to the Company, in form and
substance satisfactory to the Company, that registration is not
required for a sale or transfer.
The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under the Securities Act of 1933 (as now in effect or as
later amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing those shares. The Company shall
not be obligated to take any other affirmative action in order to cause the
issuance or delivery of shares under an Award to comply with any law or
regulation or any governmental authority.
ARTICLE V
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the
Board, the members of which shall be Disinterested persons. The Committee shall
consist of not less than two members of the Board who are not Employees. The
Board shall have the power from time to time
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<PAGE> 10
to add or remove members of the Committee and to fill vacancies arising for any
reason. Meetings shall be held at any time and place as the Committee shall
choose. A majority of the members of the Committee shall constitute a quorum
for the transaction of business. The vote of a majority of those members
present at any meeting shall decide any question brought before that meeting.
In addition, the Committee may take any action otherwise proper under the Plan
by the affirmative vote, taken without a meeting, of a majority of its members.
No member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including
but not limited to the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross negligence or willful
misconduct. All questions of interpretation and application of the Plan or as
to Awards granted under it shall be subject to the determination of a majority
of the Committee. The Committee in exercising any power or authority granted
under this Plan or in making any determination under this Plan, shall perform or
refrain from performing those acts using its sole discretion and judgment. Any
decision made by the Committee or any refraining to act or any act taken by the
Committee in good faith shall be final and binding on all parties. The
Committee's decision shall never be subject to de novo review.
ARTICLE VI
TAX WITHHOLDING
6.1 GENERAL METHOD OF WITHHOLDING. The Company may meet its tax
withholding obligations under the Code and applicable state or local law arising
upon the later of the date of transfer of the shares of Stock to a Grantee or
the first date on which his rights with respect to the Stock are transferable by
him by delivering to him (or his estate, if applicable) a reduced number of
shares of Stock in the manner specified herein. The Company shall (i) calculate
the amount of withholding tax due on the assumption that all such shares of
Stock are made available for
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<PAGE> 11
delivery, (ii) reduce the number of such shares made available for delivery so
that the Fair Market Value of the shares withheld approximates the amount of tax
the Company is obliged to withhold, and (iii) in lieu of the withheld shares,
remit cash to the United States Treasury and other applicable governmental
authorities, on behalf of the participant, in the amount of the withholding tax
due. The Company shall, withhold only whole shares of Stock to satisfy its
withholding obligation. If the Fair Market Value of the withheld shares does
not equal the Company's withholding tax obligation, the Company shall withhold
shares with a Fair Market Value slightly in excess of the amount of its
withholding obligation and shall remit the excess cash to the Grantee (or his
estate, if applicable) with the shares of Stock made available for delivery.
The withheld shares of Stock not made available for delivery by the Company
shall be retained as treasury stock or will be cancelled and, in either case,
the recipient's right, title and interest in such Stock shall terminate.
In the alternative, the Treasurer of the Company may permit the Grantee
to pay the sum necessary to satisfy the Company's withholding obligation
directly to the Company.
6.2 SECTION 83(b) ELECTIONS. No Employee shall exercise the election
permitted under Section 83(b) of the Code with respect to an Award without
written approval of the Treasurer of the Company. If the Treasurer permits such
an election with respect to any Award, the Company shall require the Grantee to
pay the Company an amount necessary to satisfy the Company's tax withholding
obligation.
ARTICLE VII
AMENDMENT OR TERMINATION OF PLAN
The Board may modify, revise or terminate this Plan at any time.
However, no amendment or termination of the Plan may impair a Grantee's rights,
with respect to an Award granted prior to the amendment or termination without
the written consent of the Grantee.
-7-
<PAGE> 12
ARTICLE VIII
MISCELLANEOUS
8.1 NO EMPLOYMENT OBLIGATION. The granting of any Award shall not
impose upon the Company any obligation to employ or continue to employ any
Grantee. The right of the Company to terminate the employment of any officer or
other Employee shall not be diminished or affected by reason of the fact that an
Award has been granted to him.
8.2 GENDER. If the context requires, words of one gender when used in
this Plan shall include the other and words used in the singular or plural shall
include the other.
8.3 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of this Plan and shall
not be used in construing the terms of this Plan.
8.4 OTHER AWARDS. The grant of an Award shall not confer upon the
Grantee the right to receive any future or other Awards under this Plan or the
right to receive future Awards subject to the same transferability conditions as
Awards previously granted.
8.5 GOVERNING LAW. The provisions of this Plan shall be construed,
administered and governed under the laws of the State of Texas.
-8-
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
March 18, 1996
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 100,000 shares of the Company's Common
Stock, $1.25 par value (the "Shares"), and 100,000 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 Stock Award Plan (the "Plan"). In connection therewith,
I have examined either the original or copies of the Certificate of
Incorporation of the Company, its By-laws, 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
Thomas L. Sivak
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
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 21, 1995, appearing on page
18 of Daniel Industries, Inc.'s Annual Report on Form 10-K for the fiscal year
ended September 30, 1995.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
March 11, 1996
