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As filed with the Securities and Exchange Commission on May 8, 1997.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RELIABILITY INCORPORATED
(Exact name of registrant as specified in its charter)
Texas 75-0868913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16400 Park Row, Houston, Texas 77084
(Address of Principal Executive Offices) (Zip Code)
RELIABILITY INCORPORATED
1997 STOCK OPTION PLAN
(Full title of the plan)
Max T. Langley
16400 Park Row
Houston, Texas 77084
(Name and address of agent for service)
(281) 492-0550
(Telephone number, including area code, of agent for service)
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Copy to:
BUTLER & BINION, L.L.P.
1600 First Interstate Bank Plaza
Houston, Texas 77002
Attn: Gail J. McDonald
(713) 237-3111
Calculation of Registration Fee
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per share* offering
price
Common 500,000 $10.125 $5,062,500.00 $1,534.09
Stock shares
</TABLE>
* Computed pursuant to Rule 457(h) and (c) based on the average of the high and
low report sales prices on May 5, 1997.
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PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of
Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, and all documents subsequently filed by
Reliability Incorporated (the "Company") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment to the Registration Statement 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 shall be deemed to be a part hereof from the date of
the filing of such documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 0-7092);
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1997 and Current Report on Form 8-K dated March 11,
1997 (File No. 0-7092); and
(c) Description of Capital Stock in the Company's Pre-Effective Amendment
No. 1 to Form S-1 Registration Statement (File No. 33-63651, filed
October 27, 1995), describing the Company's Common Stock.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides:
(1) A corporation may indemnify any officer or director from and
against any judgments, penalties, fines, settlements, and reasonable
expenses actually incurred by him in an action, suit, investigation or
other proceeding to which he is, was, or is threatened to be a party;
provided that it is determined by the Board of Directors, a committee
thereof, special legal counsel, or a majority of the stockholders that such
officer or director: (a) conducted himself in good faith; (b) (i) in the
case of his conduct as a director of the corporation, reasonably believed
that his conduct was in the best interest of the corporation or (ii) in all
other cases, that his conduct was at least not opposed to the corporation's
interest; and (c) in a criminal case, had no reasonable cause to believe
his conduct was unlawful. Such indemnity is limited to the reasonable
expenses actually incurred in matters as to which the officer or director
is found liable to the corporation or is found liable on the basis that a
personal benefit was improperly received by him. No indemnification is
permitted with respect to any proceeding in which the officer or director
is found liable for willful or intentional misconduct in the performance of
his duty to the corporation.
(2) A corporation shall indemnify an officer or director against
reasonable expenses incurred by him with an action, suit, investigation, or
other proceeding to which he is, was, or was threatened to be a party if he
has been wholly successful in its defense.
(3) A corporation may advance an officer or director the reasonable
costs of defending an action, suit, investigation or other proceeding in
certain cases.
(4) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
any liability asserted against him and incurred by him in any such capacity
or arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the provisions
of this Article.
Section 6.10 of the bylaws of the Company provide that the Company shall
indemnify and hold harmless its officers and directors to the fullest extent
allowed by law.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Number
and Description
---------------
(4) Instruments defining the rights of security holders, including
indentures
4.1 Specimen Stock Certificate.
4.2 Loan Agreement, dated as of July 1, 1995, between Reliability
Incorporated and First Interstate Bank of Texas, N.A.
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, dated March 11, 1997, File No. 0-
7092).
4.3 First Amendment to Loan Agreement, dated as of March 10, 1997,
between Reliability Incorporated and Wells Fargo Bank (Texas)
National Association (incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K, dated March 11, 1997,
File No. 0-7092).
(5) Opinion re legality
5.1 Opinion of Butler & Binion, L.L.P.
(10) Material Contracts
10.1 Reliability Incorporated 1997 Stock Option Plan
(incorporated by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, File No. 0-7092)
(23) Consents of experts and counsel
23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
(24) Power of attorney (included on the signature page hereof)
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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.
(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.
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.
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.
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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 May 8, 1997.
RELIABILITY INCORPORATED
By: /s/ Larry Edwards
Larry Edwards, President and
Chief Executive Officer
7
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry Edwards, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits, 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 to perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his 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.
Signature Title Date
--------- ----- ----
/s/ Larry Edwards Chairman of the Board of Directors, May 8, 1997
Larry Edwards President and Chief Executive Officer
(Principal Executive Officer)
/s/ Max T. Langley Senior Vice President and Chief May 8, 1997
Max T. Langley Financial Officer (Principal
Financial and Accounting Officer)
/s/ W. L. Hampton Director May 8, 1997
W. L. Hampton
/s/ John R. Howard Director May 8, 1997
John R. Howard
/s/ Thomas L. Langford Director May 8, 1997
Thomas L. Langford
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/s/ A.C. Lederer, Jr. Director May 8, 1997
A. C. Lederer, Jr.
9
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT PAGE
<S> <C> <C>
(4) Instruments defining the rights of security holders, including indentures
4.1 Specimen Stock Certificate 11
4.2 Loan Agreement, dated as of July 1, 1995, between Reliability
Incorporated and First Interstate Bank of Texas, N.A. (incorporated
by reference to Exhibit 4.1 to the Company's Current Report on Form
8-K, dated March 11, 1997, File No. 0-7092).
4.3 First Amendment to Loan Agreement, dated as of March 10, 1997,
between Reliability Incorporated and Wells Fargo Bank (Texas)
National Association (incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K, dated March 11, 1997,
File No. 0-7092).
(5) Opinion re legality
5.1 Opinion of Butler & Binion, L.L.P. 13
(10) Material Contracts
10.1 Reliability Incorporated 1997 Stock Option Plan (incorporated by
reference to Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, File No. 0-7092)
(23) Consents of experts and counsel
23.1 Consent of Butler & Binion, L.L.P. (included in its
opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP 15
(24) Power of attorney (included on the signature page hereof)
</TABLE>
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EXHIBIT 4.1
Face of certificate
[LOGO OF RELIABILITY APPEARS HERE]
Number Shares
RELIABILITY INCORPORATED
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
This Certificate See Reverse Side For
is Transferable Denial of Preemptive Rights
either in Chicago CUSIP 759903 10 7
Il. or in New York, N.Y.
This Certifies that
is the owner of
Fully Paid and Non-Assessable Shares without Par Value of the Common Stock
of
RELIABILITY INCORPORATED
transferable on the books of the corporation by the holder hereof in person or
by duly authorized attorney, upon the surrender of this Certificate properly
endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.
Dated:
/s/ Max T. Langley SEAL /s/ Everett Hanlon
Secretary President
[printed on right side, vertically]
Countersigned and Registered:
Harris Trust & Savings Bank
Transfer Agent and Registrar
By:
Authorized Signature
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Back of Certificate
Denial of Preemptive Rights
No holder of shares of any class of the Corporation shall have any preemptive
right to subscribe for or acquire additional shares of the Corporation of the
same or any other class, whether such shares are now or hereafter authorized;
and no holder of shares of any class of the Corporation shall have any right to
acquire any shares which may be held in the treasury of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--....Custodian....
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right of under Uniform Gifts to
suvivorship and not as tenants Minors Act .........
in common (State)
Additional abbreviations may also be used though not on the above list.
For Value Received, ____ hereby sell, assign and transfer unto
Please insert social security or other
identifying number of assignee
________________________
/ /
/______________________/
___________________________________________________________________
(Please print or type name and address, including zip code of assignee)
_________________________________________________________________
___________________________________________________________________
_________________________________________________________________
_________________________________________________________________
____________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
___________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_________________
__________________________
NOTICE: The signature to this
assignment must correspond with the name as written upon the face of the
certificate in every particular, without alteration or enlargement or any change
whatever.
2
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Exhibit 5.1
Washington, D.C.
BUTLER & BINION, L.L.P. (202) 466-6900
---
ATTORNEYS AT LAW Suite 1600 Dallas
--- 1000 Louisiana (214) 220-3100
Houston, Texas 77002-5093 ---
(713) 237-3111 San Antonio
(512) 227-2200
May 8, 1997
Reliability Incorporated
16400 Park Row
Houston, Texas 77084
Re: Registration of 500,000 shares of Common Stock of Reliability
Incorporated pursuant to the 1997 Stock Option Plan
Gentlemen:
We have acted as legal counsel for Reliability Incorporated, a Texas
corporation ("Company"), in connection with the offer to certain of the
directors, officers and key employees of the Company and its subsidiaries of up
to 500,000 shares of the Company's common stock, no par value per share ("Common
Stock"), issuable pursuant to the Company's 1997 Stock Option Plan (the "Plan").
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for the purposes of giving the opinion
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction of the
following:
(i) the Articles of Incorporation, as amended, of the Company as
filed with the Secretary of State of Texas;
(ii) the Bylaws of the Company as of the date of this opinion;
(iii) the Company's Registration Statement on Form S-8, covering
Common Stock issuable pursuant to the Plan, to be filed with the
Securities and Exchange Commission on May 8, 1997 ("Registration
Statement");
(iv) the Plan;
1
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Reliability Incorporated
May 8, 1997
Page 2
(v) such other documents, corporate records, certificates and
instruments as we have deemed necessary or appropriate for the purpose
of this opinion.
We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites
to the effectiveness thereof.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
The Common Stock covered by the Registration Statement has been duly
authorized and when issued and sold in accordance with the Plan will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ BUTLER & BINION, L.L.P.
BUTLER & BINION, L.L.P.
2
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Reliability Incorporated
1997 Stock Option Plan and to the incorporation by reference therein of our
report dated January 31, 1997, except for Note 9, as to which the date is
February 17, 1997, with respect to the consolidated financial statements and
schedule of Reliability Incorporated included in its Annual Report (Form 10-K)
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
May 6, 1997
15
