As filed with the Securities and Exchange Commission on May 12, 2000.
Registration No. 333-
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
Post Office Box 218370 77218-8370
(Address of Principal Executive Offices) (Zip Code)
RELIABILITY INCORPORATED
AMENDED AND RESTATED 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:
WINSTEAD SECHREST & MINICK P.C.
910 Travis, Suite 2400
Houston, Texas 77002
Attn: Gail J. McDonald
(713) 650-2744
Calculation of Registration Fee
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered(1) offering aggregate fee
registered price per offering
share(2) price(2)
Common 500,000 $4.289 $2,144,500.00 $566.15
Stock shares(3)
(1) In the event of a stock dividend, stock split or similar
transaction involving the Common Stock of the Company,
in order to prevent dilution, the number of shares of Common
Stock registered hereby shall be automatically increased to
cover additional shares of Common Stock in accordance with
Rule 416 of the Securities Act of 1933, as amended.
(2) Computed pursuant to Rule 457(h) and (c) based on the average
of the high and low reported sales prices on May 8, 2000.
(3) These shares represent the additional shares which were added
to the Plan pursuant to an amendment which was adopted by the
Company's shareholders on April 26, 2000.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 500,000 shares of common stock of Reliability
Incorporated (the "Company"), no par value per share (the "Common Stock"),
pursuant to an amendment to the Company's 1997 Stock Option Plan (the "Plan").
The Company previously registered 1,000,000 shares (as a result of a 2 for 1
stock split) of Common Stock for issuance pursuant to the Plan. The contents of
the Registration Statement on Form S-8 (No. 333-26659) previously filed with
the Securities and Exchange Commission ("Commission") on May 8, 1997, relating
to the previous registration of shares are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents, and all documents subsequently filed by 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, 1999 (File No. 0-7092);
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 (File No. 0-7092);
(c) The Company's Current Report on Form 8-K dated February 15, 2000
(File No. 0-7092); and
(d) 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 8. Exhibits
Exhibit Number and Description
(4) Instruments defining the rights of security holders, including
indentures
4.1 Specimen Stock Certificate. Reference is made to Exhibit 4.1
to the Company's Registration Statement Form S-8, filed on
May 8, 1997, Registration No. 333-26659.
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.
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(5) Opinion re legality
5.1 Opinion of Winstead, Sechrest & Minick P.C.
(10) Material Contracts
10.1 Reliability Incorporated Amended and Restated 1997 Stock
Option Plan. Incorporated by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, File No. 0-7092.
(23) Consents of experts and counsel
23.1 Consent of Winstead Sechrest & Minick P.C. (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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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 12, 2000.
RELIABILITY INCORPORATED
By: /s/ Larry Edwards
Larry Edwards, President and
Chief Executive Officer
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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 May 12, 2000
Larry Edwards Directors, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Max T. Langley Senior Vice President and Chief May 12, 2000
Financial Officer (Principal
Financial and Accounting Officer)
/s/ W. L. Hampton Director May 12, 2000
W. L. Hampton
/s/ John R. Howard Director May 12, 2000
John R. Howard
/s/ Thomas L. Langford Director May 12, 2000
Thomas L. Langford
/s/ Philip Uhrhan Director May 12, 2000
Philip Uhrhan
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Exhibit List
Exhibit
(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. *
4.3 First Amendment to Loan Agreement, dated as of March 10, 1997,
between Reliability Incorporated and Wells Fargo Bank (Texas)
National Association. *
(5) Opinion re legality
5.1 Opinion of Winstead Sechrest & Minick P.C.
(10) Material Contracts
10.1 Reliability Incorporated Amended and Restated 1997 Stock Option
Plan.*
(23) Consents of experts and counsel
23.1 Consent of Winstead Sechrest & Minick P.C. (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)
* incorporated by reference
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S8May2k.doc
RELIABILITY INCORPORATED
Exhibit 5.1
OPINION OF WINSTEAD SECHREST & MINICK PC
Winstead, Sechrest & Minick
A Professional Corporation/Attorneys & Counselors
Suite 2400
910 Travis Street
Houston, Texas 77002-5895
713-650-8400
fax 713-650-2400
May 10, 2000
Reliability Incorporated
16400 Park Row
Houston, Texas 77084
Re: Registration of 500,000 shares of Common Stock of Reliability
Incorporated
pursuant to the Reliability Incorporated Amended and
Restated 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 additional shares of the Company's common stock, no par
value per share ("Common Stock"), issuable pursuant to the Reliability
Incorporated Amended and Restated 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;
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RELIABILITY INCORPORATED
Exhibit 5.1
OPINION OF WINSTEAD SECHREST & MINICK PC
(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 12,
2000 ("Registration Statement");
(iv) the Plan;
(v) resolutions of the Board of Directors and shareholders
approving the amendment to the Plan and the registration of
the additional shares;
(vi) 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/ Winstead, Sechrest & Minick P.C.
WINSTEAD SECHREST & MINICK P.C.
S8x512k
RELIABILITY INCORPORATED
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Reliability Incorporated Amended and
Restated 1997 Stock Option Plan of our report dated January 28, 2000, 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, 1999, filed with the Securities and Exchange Commission.
BY/s/ERNST & YOUNG LLP
Houston, Texas
May 9, 2000
S8x23.2
