<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1995.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
VALLEN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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TEXAS 74-1366847
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(713) 462-8700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
LEIGHTON J. STEPHENSON
VALLEN CORPORATION
13333 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(713) 462-8700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
JOHN B. CLUTTERBUCK
LORI M. MURATTA
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
700 LOUISIANA
HOUSTON, TEXAS 77002
(713) 225-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.50 par value
per share.................... 128,754 shares $18.63 $2,398,687 $827
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</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
registration fee. Pursuant to Rule 457(c), the filing fee for the shares
registered hereby is based upon the average of the reported high and low
prices of the Registrant's Common Stock on The Nasdaq Stock Market on
September 13, 1995.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 1995
PROSPECTUS
SHARES
VALLEN CORPORATION
COMMON STOCK, PAR VALUE $.50 PER SHARE
The shares of common stock, par value $.50 per share ("Common Stock"), of
Vallen Corporation (the "Company") described in this Prospectus are held by the
Selling Stockholders (as defined herein) who may from time to time offer for
sale such shares of Common Stock. See "Selling Stockholders." The Company will
receive none of the proceeds from the sale of the shares by the Selling
Stockholders.
The shares of Common Stock to which this Prospectus relates may be offered
through any of several methods, including ordinary brokerage transactions or
block transactions on The Nasdaq Stock Market at market prices, or in privately
negotiated transactions at prices agreed upon by the parties to such
transactions. The Company will pay all expenses (other than commissions or
discounts of underwriters, broker-dealers or agents, broker fees, state and
local transfer taxes and fees and expenses of counsel or other advisors to the
Selling Stockholders) in connection with the registration of the shares of
Common Stock to which this Prospectus relates. See "Plan of Distribution."
To the extent required, the identity of, and certain other information
relating to, the Selling Stockholders and the terms of each sale of Common
Stock offered hereby, will be set forth in an accompanying Prospectus
Supplement.
Upon any sale of the Common Stock offered hereby, the Selling Stockholders
and participating agents, brokers or dealers may be deemed to be underwriters
as that term is defined in the Securities Act of 1933, as amended ("Securities
Act"), and commissions or discounts or any profit realized on the resale of
such securities purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.
The Company's Common Stock is traded on The Nasdaq Stock Market. On September
14, 1995, the closing price of the Common Stock on The Nasdaq Stock Market was
$19 1/4 per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is September , 1995.
<PAGE>
AVAILABLE INFORMATION
Vallen Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, Room 1024, and at the following Regional Offices
of the Commission: Chicago Regional Office, Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661, Suite 1400; and New York Regional
Office, Seven World Trade Center, New York, New York 10048, 13th Floor. Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Common Stock is listed on The Nasdaq Stock Market, and such reports
and other information concerning the Company can be expected at The Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1506.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the Commission under the Securities Act. This Prospectus
does not contain all of the information included in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is made to such Registration Statement, including
the exhibits and schedules thereto, for further information with respect to the
Company and the securities offered hereby. The Registration Statement may be
inspected in the Public Reference Room of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated into this Prospectus by reference and made a
part hereof:
1. Annual Report on Form 10-K for the year ended May 31, 1995.
2. Current Report on Form 8-K dated July 24, 1995, as amended by Amendment
No.1 on Form 8-K/A filed September 14, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Certificates offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated herein by reference, or
contained in this Prospectus, shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other 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 Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such documents should be
directed to Corporate Secretary, Vallen Corporation, 13333 Northwest Freeway,
Houston, Texas 77040, telephone (713) 462-8700.
<PAGE>
THE COMPANY
Vallen Corporation was incorporated under the laws of Texas in 1960 as the
successor to a business founded in 1947. The Company operates a manufacturing
subsidiary, Encon Safety Products, Inc. ("Encon"), and a distribution
subsidiary, Vallen Safety Supply Company ("Vallen Safety"). In addition, the
Company has other wholly-owned subsidiaries through which it operates and it
owns 50% of the equity securities of a Mexican company and of a Canadian
company. References herein to the "Company" are to Vallen Corporation and all
of its wholly- and partially-owned subsidiaries. The Company's general offices
are located at 13333 Northwest Freeway, Houston, Texas 77040, and its telephone
number is (713) 462-8700.
Vallen Safety is a distributor of industrial safety and health products
designed for the protection of the individual worker and the workplace
environment. Its customer base is nationwide; major markets serviced include
chemical production, oil and gas extraction, petroleum refining, utilities,
pulp and paper products, various governmental agencies, primary metals
extraction, railroad transportation, general manufacturing, and construction.
Encon manufactures industrial safety equipment for sale by Vallen Safety and
unaffiliated distributors.
USE OF PROCEEDS
The Company will receive no part of the proceeds of any sale or transactions
made by the Selling Stockholders with respect to the Common Stock offered
hereby.
SELLING STOCKHOLDERS
This Prospectus, as appropriately amended or supplemented, may be used from
time to time by persons (or their transferees) who have received shares of
Common Stock pursuant to an exemption from registration under the Securities
Act (i) in connection with acquisitions made by the Company of other businesses
or properties or (ii) as a portion of the 1995 compensation paid to such
persons in their capacity as officers of the Company, and who wish to offer and
sell such shares of Common Stock (such persons are herein referred to as the
"Selling Stockholders").
Shares Issued in Acquisitions. The following table sets forth as of September
15, 1995 certain information with respect to each Selling Stockholder who
received pursuant to an exemption from registration under the Securities Act
shares of Common Stock in connection with acquisitions and who to the Company's
knowledge will immediately be offering shares of Common Stock for sale pursuant
to this Prospectus. All of each such person's beneficially owned shares of
Common Stock are to be offered pursuant to this Prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME BEING OFFERED*
---- ----------------
<S> <C>
Green Drake Holdings Ltd................................. 16,980
Delgatie Holdings Ltd.................................... 16,980
Oldman Investments Ltd................................... 16,980
Safety Centers Incorporated.............................. 22,367
David L. Gaines.......................................... 40,596
David Lionel Gaines Children's Inter Vivos Trust #2...... 6,829
</TABLE>
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* Less than 1% beneficial ownership.
Oldman Investments Ltd., Green Drake Holdings Ltd. and Delgatie Holdings Ltd.
owns approximately 30%, 10% and 10%, respectively, of the outstanding equity
securities of a Canadian corporation of which the Company owns the remaining
50%. Ronald H. Pearson, the President of the Canadian corporation, is the sole
shareholder of Oldman Investments Ltd. Safety Centers Incorporated, pursuant to
a three-year consulting agreement, provides consulting services to the Company.
David L. Gaines, pursuant to a three-year employment agreement, serves as the
President of a wholly-owned subsidiary of the Company.
3
<PAGE>
The agreements pursuant to which the shares of Common Stock listed in the
table above were issued provide that the Company will use its commercially
reasonable best efforts to maintain this Prospectus in effect for a period of
not less than 90 consecutive days or, if shorter, the period ending when such
person's shares of Common Stock have been sold.
Shares Issued as Compensation. The following table sets forth as of September
15, 1995 certain information with respect to each Selling Stockholder who
received pursuant to an exemption from registration under the Securities Act
shares of Common Stock as a portion of the 1995 compensation paid to such
persons in their capacity as officers of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES BEING PERCENTAGE OWNED
NAME OWNED OFFERED AFTER OFFERING
---- ---------------- ---------------------- ----------------
<S> <C> <C> <C>
Leonard J. Bruce........ 4,060,064 2,440 56.4%
James W. Thompson....... 2,640 2,440 *
Roland C. Wolff......... 892 392 *
Robin R. Hutton......... 42,964 1,198 *
Leighton J. Stephenson.. 1,155 1,155 *
Woodie M. Zachry, Jr.... 4,844 397 *
</TABLE>
--------
* Less than 1% beneficial ownership.
Mr. Bruce is Chairman of the Board and a director, Mr. Thompson is President
and Chief Executive Officer, Mr. Wolff is Executive Vice President--Marketing
of Vallen Safety, Mr. Hutton is Executive Vice President, Mr. Stephenson is
Vice President, Secretary and Treasurer, Mr. Edwards is Vice President--Human
Resources and Mr. Zachry is Vice President and General Manager of Encon.
Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
bought through a block trade, special offering, exchange distribution, or
secondary distribution, a supplemented Prospectus will be filed, pursuant to
Rule 424 under the Securities Act, setting forth (i) the name of each Selling
Stockholder and the participating broker-dealer(s), (ii) the number of shares
of Common Stock involved, (iii) the price at which the shares of Common Stock
were sold, (iv) the commissions paid or the discounts allowed to such broker-
dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out in this Prospectus, and (vi)
other facts material to the transaction.
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. Resales may be made pursuant to this
Prospectus, as amended or supplemented, pursuant to Rule 145(d) under the
Securities Act, or pursuant to an exemption from the Securities Act. The
Company may consent to the use of this Prospectus for a limited period of time
by the Selling Stockholders and subject to limitations and conditions that may
be varied by agreement between the Company and the Selling Stockholders.
Any commissions paid or concessions allowed to any broker-dealer, and, if any
broker-dealer purchases such shares as principal, any profits received on the
resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act. Printing, certain legal, filing and other
similar expenses of this offering will be paid by the Company. Selling
Stockholders will bear all other expenses of this offering, including brokerage
fees, any underwriting discounts and commissions.
4
<PAGE>
Selling Stockholders may sell Common Stock being offered hereby from time to
time in transactions (which may involve crosses and block transactions) on The
Nasdaq Stock Market or such other securities exchange on which the Common Stock
may be listed, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. Selling Stockholders
may sell some or all of the shares in transactions involving broker-dealers,
who may act solely as agent and/or may acquire shares as principal. Broker-
dealers participating in such transactions as agent may receive commissions
from Selling Stockholders (and, if, they act as agent for the purchaser of such
shares, from such purchaser), such commissions computed in appropriate cases in
accordance with the applicable rules of The Nasdaq Stock Market or such other
securities exchange on which the Common Stock may be listed, which commissions
may be negotiated rates where permissible under such rules. Participating
broker-dealers may agree with Selling Stockholders to sell a specified number
of shares at a stipulated price per share and, to the extent such broker-dealer
is unable to do so acting as agent for Selling Stockholders, to purchase as
principal any unsold shares at the price required to fulfill the broker-
dealer's commitment to Selling Stockholders.
In addition or alternatively, shares of Common Stock may be sold by Selling
Stockholders and/or by or through other broker-dealers in special offerings,
exchange distributions or secondary distributions pursuant to and in compliance
with the governing rules of The Nasdaq Stock Market or such other securities
exchange on which the Company's Common Stock may be listed, and in connection
therewith, commissions in excess of the customary commission prescribed by the
rules of such securities exchange may be paid to participating broker-dealers,
or, in the case of certain secondary distributions, a discount or concession
from the offering price may be allowed to participating broker-dealers in
excess of such customary commission. Broker-dealers who acquire shares as
principal thereafter may resell such shares from time to time in transactions
(which may involve crosses and block transactions and which may involve sales
to and through other broker-dealers, including transactions of the nature
described in the preceding two sentences) on The Nasdaq Stock Market or such
other securities exchange on which the Common Stock may be listed, in
negotiated transactions or otherwise, at market prices prevailing at the timeof
sale or at negotiated prices, and, in connection with such resales, may pay to
or receive commissions from the purchasers of such shares.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the
compensation of such broker-dealer may be deemed to be underwriting discounts
and commissions. In addition, any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
LEGAL OPINIONS
Certain legal matters relating to the Common Stock offered hereby are being
passed upon for the Company and the Selling Stockholders by Mayor, Day,
Caldwell & Keeton, L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements of the Company as of May 31, 1995 and
1994, and for each of the years in the three-year period ended May 31, 1995,
have been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
5
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITERS, AGENTS OR
DEALERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THEREOF.
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128,754 SHARES
VALLEN CORPORATION
COMMON STOCK
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PROSPECTUS
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SEPTEMBER , 1995
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering, other than
underwriting discounts and commissions, are:
<TABLE>
<S> <C>
Securities and Exchange Commission registration filing fee....... $ 522
The Nasdaq Stock Exchange addition listing fee................... 2,000
Printing and engraving expenses.................................. 2,000
Accounting fees and expenses..................................... 1,000
Legal fees and expenses.......................................... 6,000
Transfer agent and registration fees............................. 1,000
Miscellaneous.................................................... 478
-------
*Total....................................................... $13,000
=======
</TABLE>
--------
* None of such expenses are to be borne by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act, the
articles of incorporation of a Texas corporation may provide that a director of
that corporation shall not be liable, or shall be liable only to the extent
provided in the articles of incorporation, to the corporation or its
shareholders for monetary damages for acts or omissions in the director's
capacity as a director, except that the articles of incorporation cannot
provide for the elimination or limitation of liability of a director to the
extent that the director is found liable for (i) a breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) an act or omission
not in good faith that constitutes a breach of duty of the director to the
corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law, (iii) a transaction from which the director
received an improper benefit, or (iv) an act or omission for which the
liability of a director is expressly provided by an applicable statute. Article
Nine of the Company's Restated Articles of Incorporation sets forth specific
provisions for limitation of director liability which are substantially
identical to the provisions of the statute described above and further states
that liability is not eliminated or limited for an act related to an unlawful
stock repurchase or payment of a dividend. Furthermore, Article Nine states
that if applicable Texas law is amended to authorize further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Company shall be limited to the fullest extent permitted by such
applicable law as amended.
In addition, Article 2.02-1 of the Texas Business Corporation Act authorizes
a Texas corporation to indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding, including any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative because the person is or was a
director. The indemnification is permitted only if it is determined that the
person (1) conducted himself in good faith; (2) reasonably believed (a) in the
case of conduct in his official capacity as a director of the corporation, that
his conduct was in the corporation's best interests; and (b) in all other
cases, that his conduct was at least not opposed to the corporation's best
interests; and (3) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. A person may be indemnified under
Article 2.20-1 against judgments, penalties (including excise and similar
taxes),a fines, settlements, and reasonable expenses actually incurred by the
person (including court costs and attorneys' fees), but if the person is found
liable to the corporation or is found liable on the basis that personal benefit
was improperly received by him, the indemnification is limited to reasonable
expenses actually incurred and may not be made in respect of any proceeding in
which the person has been found liable for willful or intentional misconduct in
the performance of his duty to the
II-1
<PAGE>
corporation. A corporation is obligated under Article 2.02-1 to indemnify a
director or officer against reasonable expenses incurred by him in connection
with a proceeding in which he is named defendant or respondent because he is or
was a director or officer if he has been wholly successful, on the merits or
otherwise, in the defense of the proceeding. Under Article 2.02-1 a corporation
may (i) indemnify and advance expenses to an officer, employee, agent or other
person who are or were serving at the request of the corporation as a director,
officer, partner venturer, proprietor, trustee, employee, agent or similar
functionary of another entity to the same extent that it may indemnify and
advance expenses to directors, (ii) indemnify and advance expenses to directors
and such other persons to such further extent, consistent with law, as may be
provided in the corporation's articles of incorporation, bylaws, action of its
board of directors, or contract or as permitted by common law and (iii)
purchase and maintain insurance or another arrangement on behalf of directors
and such other persons against any liability asserted against him and incurred
by him in such a capacity or arising out of his status as such a person. The
Bylaws of the Company set forth specific provisions for indemnification of
directors, officers, agents and other persons which are substantially identical
to the provisions of Article 2.02-1 described above.
ITEM 16. EXHIBITS.
Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this Registration Statement.
ITEM 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in this registration statement; and
(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.
(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 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.
II-2
<PAGE>
(c) Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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-3 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 19, 1995.
VALLEN CORPORATION
/s/ James W. Thompson
By: _________________________________
James W. Thompson
President
POWER OF ATTORNEY
EACH OF THE UNDERSIGNED DIRECTORS AND OFFICERS OF VALLEN INCORPORATED DOES
HEREBY CONSTITUTE AND APPOINT JAMES W. THOMPSON AND LEIGHTON J. STEPHENSON, OR
EITHER OF THEM, AS THE UNDERSIGNED'S TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS TO DO ANY AND ALL ACTS AND THINGS IN THE UNDERSIGNED'S NAME AND BEHALF
IN THE UNDERSIGNED'S CAPACITIES AS DIRECTOR AND/OR OFFICER, AND TO EXECUTE ANY
AND ALL INSTRUMENTS FOR THE UNDERSIGNED AND IN THE UNDERSIGNED'S NAME IN THE
CAPACITIES INDICATED BELOW WHICH SUCH PERSON OR PERSONS MAY DEEM NECESSARY OR
ADVISABLE TO ENABLE VALLEN CORPORATION TO COMPLY WITH THE SECURITIES ACT OF
1933, AS AMENDED, AND ANY RULES, REGULATIONS AND REQUIREMENTS OF THE SECURITIES
AND EXCHANGE COMMISSION IN CONNECTION WITH THIS REGISTRATION STATEMENT,
INCLUDING SPECIFICALLY, BUT NOT LIMITED TO, POWER AND AUTHORITY TO SIGN FOR THE
UNDERSIGNED IN THE CAPACITIES INDICATED BELOW ANY AND ALL AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS AND SUPPLEMENTS) HERETO, AND THE UNDERSIGNED DOES
HEREBY RATIFY AND CONFIRM ALL THAT SUCH PERSON OR PERSONS SHALL 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/ Leonard J. Bruce Chairman of the Board and September 19, 1995
____________________________________ Director
Leonard J. Bruce
/s/ James W. Thompson President and Chief September 19, 1995
____________________________________ Executive Officer
James W. Thompson (Principal Executive
Officer) and Director
/s/ Leighton J. Stephenson Vice President--Finance September 19, 1995
____________________________________ (Principal Financial and
Leighton J. Stephenson Accounting Officer)
Director
____________________________________
Kirby Attwell
/s/ J.M. Wayne Code Director September 19, 1995
____________________________________
J.M. Wayne Code
/s/ Darvin M. Winick Director September 19, 1995
____________________________________
Darvin M. Winick
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
4.1 Restated Articles of Incorporation as amended. Incorporated by
reference to Exhibit 3a to the Company's Form 10-K, as filed with the
Commission on August 17, 1990.
4.2 By-laws of the Company as amended through June 23, 1994. Incorporated
by reference to Exhibit 3ii to the Company's Form 10-K, as filed with
the Commission on August 21, 1995.
4.3 Form of Common Stock Certificate. Incorporated by reference to Exhibit
4.1 to Amendment No. 1 to the Company's Registration Statement on Form
S-1, Registration No. 2-65349, filed with the Commission on October 5,
1979.
5.1* Opinion of Mayor, Day, Caldwell & Keeton, L.L.P., as to legality of
issuance of Common Stock.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit
5.1).
24.1* Power of Attorney (included as part of the signature pages in Part II).
</TABLE>
--------
* Filed herewith
<PAGE>
EXHIBIT 5.1
September 18, 1995
Vallen Corporation
13333 Northwest Freeway
Houston, Texas 77040
Ladies and Gentlemen:
We have acted as counsel for Vallen Corporation (the "Company") in connection
with the registration and proposed sale of an aggregate of 128,754 shares (the
"Shares") of Common Stock, par value $.50 per share, of the Company ("Common
Stock"), all as described in the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended ("Registration Statement"). In such capacity, we have
familiarized ourselves with the Articles of Incorporation, as amended and
restated, the Bylaws of the Company, as amended and restated, and have examined
all statutes and other records, instruments and documents pertaining to the
Company that we have deemed necessary to examine for the purposes of this
opinion.
Based upon our examination as aforesaid, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Texas; and
2. The Shares are duly authorized, validly issued, fully paid and
nonassessable shares of the Common Stock.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name in the Registration Statement under the caption "Legal Opinions."
Very truly yours,
/s/ Mayor, Day, Caldwell & Keeton, L.L.P.
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
<PAGE>
EXHIBIT 23.1
The Board of Directors
Vallen Corporation:
We consent to the use of our report incorporated by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Houston, Texas
September 18, 1995
