<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
SCHULLER CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 84-0856796
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
717 17TH STREET
DENVER, COLORADO 80202
(303) 978-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------
SCHULLER CORPORATION
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
--------------------
RICHARD B. VON WALD, ESQ.
SCHULLER CORPORATION
717 17TH STREET
DENVER, COLORADO 80202
TEL: (303) 978-2000
FAX: (303) 978-4842
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
=================================================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------
Non-Employee Directors' Deferred $2,000,000(2) 100% $2,000,000(2) $606.06
Compensation Plan Obligations of
Schuller Corporation(1)
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 125,000(3) $11.8125(4) $1,476,563(4) $447.44
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The securities being registered are unsecured obligations of Schuller
Corporation to pay deferred compensation in the future in accordance with
the terms of the Schuller Corporation Non-Employee Directors' Deferred
Compensation Plan (the "Plan").
(2) Estimated amount of compensation to be deferred by participants under the
Plan.
(3) Number of shares of the Registrants' common stock authorized and reserved
for issuance under the Plan.
(4) Estimated pursuant to Rule 457(h) under the Securities Act of 19933, as
amended, solely for the purpose of calculating the registration fee and
based on the average of the high and low sales prices for the Registrant's
common stock as reported on the New York Stock Exchange on March 25, 1997.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement relates to the registration of
obligations of Schuller Corporation (the "Registrant") under the Schuller
Corporation Non-Employee Directors' Deferred Compensation Plan (the "Plan").
The documents containing the information required by Part I of Form S-8 will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). In reliance on
Rule 428, such documents (i) are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 and
(ii) along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof, constitute a prospectus (the
"Prospectus") that meets the requirements of Section 10(a) of the Securities
Act.
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Registrant with the Commission are
hereby incorporated by reference into this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Commission on March 31, 1997, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports, if any, filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A/A Amendment No. 2, filed
with the Commission on June 19, 1996, pursuant to Section 12 of the Exchange
Act, and any amendment or reports, filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the Prospectus, this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this Registration Statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus or this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the obligations of the Registrant under the Plan and
the Common Stock issuable under the Plan has been passed upon for Registrant by
J. Scott Pusey, Esq., Senior Attorney - Corporate of Registrant.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Bylaws of the Registrant require the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware law. In addition, the Registrant's employment agreements
with management employees require the Registrant to indemnify such employees to
the fullest extent permitted by Delaware law. The Registrant also has obtained
insurance policies which provide coverage for the Registrant's directors and
officers in certain situations where the Registrant cannot directly indemnify
such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by this
reference.
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:
(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, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that provisions (1)(i) and (1)(ii) of this undertaking are
inapplicable if the information required to be included in a post-effective
amendment by such provisions are contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
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<PAGE> 5
4. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 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.
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<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles L. Henry and Richard B. Von Wald
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his or her name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 relating to the Schuller Corporation Non-Employee Directors' Deferred
Compensation Plan and any and all amendments (including post-effective
amendments), 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 or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirement 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 Denver, State of Colorado on March 31, 1997.
SCHULLER CORPORATION
By: RICHARD B. VON WALD
----------------------------------
Richard B. Von Wald
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
CHARLES L. HENRY Chairman of the Board, March 31, 1997
- -------------------------------------- Chief Executive Officer, President
Charles L. Henry and a Director
(Principal Executive Officer)
KENNETH L. JENSEN Senior Vice President and March 31, 1997
- -------------------------------------- Chief Financial Officer
Kenneth L. Jensen (Principal Accounting and
Financial Officer)
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
LEO BENATAR Director March 31, 1997
- --------------------------------------
Leo Benatar
ROBERT A. FALISE Director March 31, 1997
- --------------------------------------
Robert A. Falise
TODD GOODWIN Director March 31, 1997
- --------------------------------------
Todd Goodwin
MICHAEL N. HAMMES Director March 31, 1997
- --------------------------------------
Michael N. Hammes
JOHN NILS HANSON Director March 31, 1997
- --------------------------------------
John Nils Hanson
KATHRYN R. HARRIGAN Director March 31, 1997
- --------------------------------------
Kathryn R. Harrigan
LOUIS KLEIN, JR. Director March 31, 1997
- --------------------------------------
Louis Klein, Jr.
FRANK J. MACCHIAROLA Director March 31, 1997
- --------------------------------------
Frank J. Macchiarola
CHRISTIAN E. MARKEY, JR. Director March 31, 1997
- --------------------------------------
Christian E. Markey, Jr.
WILLIAM E. MAYER, JR. Director March 31, 1997
- --------------------------------------
William E. Mayer
</TABLE>
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<PAGE> 8
SCHULLER CORPORATION
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Filed
No. Description Incorporated Herein by Reference To Herewith
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4.1 Amended and Restated Certificate of Filed as an exhibit to the Registrant's
Incorporation of Schuller Corporation 1995 Annual Report on Form 10-K filed
April 11, 1996, and incorporated herein
by reference.
4.2 Amended and Restated By-Laws of Schuller Filed as an exhibit to the Registrant's
Corporation 1996 Annual Report on Form 10-K filed
March 31, 1997, and incorporated herein
by reference.
4.3 Schuller Corporation Non-Employee X
Directors' Deferred Compensation Plan
5.1 Opinion of J. Scott Pusey, Senior X
Attorney-Corporate of the Registrant,
regarding the Plan obligations and shares
of Common Stock registered pursuant to
this Registration Statement
23.1 Consent of Coopers & Lybrand L.L.P. X
23.2 Consent of J. Scott Pusey (included in
exhibit 5.1)
24.1 Powers of Attorney (included on signature
page)
</TABLE>
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<PAGE> 1
EXHIBIT 4.3
SCHULLER CORPORATION
- --------------------------------------------------------------------------------
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED
- --------------------------------------------------------------------------------
<PAGE> 2
SCHULLER CORPORATION
- --------------------------------------------------------------------------------
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Shares Available Under the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. Crediting to Amounts to Retirement Account in Settlement of Rights
Under Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Crediting of Annual Amounts to Retirement Account . . . . . . . . . . . . . . . . . . . . 6
8. Elective Deferral of Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Certain Other Terms of Deferral Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Settlement of Deferral Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. Amendment/Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
12. General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
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<PAGE> 3
SCHULLER CORPORATION
- --------------------------------------------------------------------------------
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED
- --------------------------------------------------------------------------------
1. PURPOSE. The purpose of this Non-Employee Directors' Deferred
Compensation Plan (the "Plan") is to attract and retain highly qualified
persons to serve as non-employee directors of Schuller Corporation (the
"Company") by providing appropriate kinds and amounts of compensation to each
such director. The Plan is designed to achieve this purpose by providing to
each such director (i) an opportunity to elect deferred and alternative forms
of compensation in lieu of cash fees for service as a director, including
Deferred Shares (as defined below) and other deferred investment alternatives,
(ii) crediting of an amount of deferred compensation in exchange for the
director's rights to benefits under the Company's retirement program for
non-employee directors, in the form of Deferred Shares for directors other than
Trustee-Directors (as defined below) and other deferral investment alternatives
for Trustee-Directors, and (iii) an additional annual crediting of $12,500,
subject to mandatory deferral under the Plan, in partial compensation for
continuing service as a director.
2. DEFINITIONS. In addition to the terms defined in Section 1
above, the following terms used in the Plan shall have the meanings set forth
below:
(a) "Administrator" shall mean the Administrative
Committee specified in Section 3(b) to whom the Board has delegated the
authority to take action under the Plan.
(b) "Beneficiary" shall mean any person (which may
include trusts and is not limited to one person) who has been designated by the
Participant in his or her most recent written beneficiary designation filed
with the Company to receive the benefits specified under the Plan in the event
of the Participant's death. If no Beneficiary has been designated who survives
the Participant's death, then Beneficiary means any person(s) entitled by will
or, in the absence thereof, the laws of descent and distribution to receive
such benefits.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Change in Control" shall have the meaning given to
such term in the Schuller Corporation 1996 Executive Incentive Compensation
Plan; provided, however, that no event solely within the control of a
Participant shall be deemed a Change in Control with respect to that
Participant.
<PAGE> 4
(e) "Code" shall mean the Internal Revenue Code of 1986,
as amended. References to any provision of the Code or regulation (including a
proposed regulation) thereunder shall include any successor provisions or
regulations.
(f) "Deferral Account" shall mean the account established
and maintained by the Company for Deferred Shares and other deferral
investments credited under the Plan. A Deferral Account shall include one or
more subaccounts, including a Retirement Account and an Elective Account
established under Section 9(a). The Deferral Account and subaccounts, and
Deferred Shares, deferred cash, and other amounts credited thereto, will be
maintained solely as bookkeeping entries by the Company and its agents, to
evidence unfunded obligations of the Company.
(g) "Deferred Share" shall mean a credit to a
Participant's Retirement or Elective Account, which represents the right to
receive one share of Stock upon settlement of such Account, together with
dividend equivalents and other rights under the Plan.
(h) "Director Compensation" shall mean retainer fees
payable to a director in cash for agreeing to serve and serving on the Board,
retainer fees for agreeing to serve and serving as Chairman or a member of any
Board committee, and, for fees payable on and after February 7, 1997, fees for
attending Board and committee meetings and other fees for service on the Board
and Board committees. Reimbursements for expenses do not constitute Director
Compensation.
(i) "Disability" shall mean a Participant's termination
of service as a director of the Company or any subsidiary due to a physical or
mental incapacity of long duration which renders the Participant unable to
perform the duties of a director of the Company.
(j) "Effective Date" shall mean July 31, 1996], the date
the Retirement Plan became effective.
(k) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended. References to any provision of the Exchange Act or rule
thereunder shall include any successor provisions or rules.
(l) "Fair Market Value" of Stock as of any given date
shall mean the closing sale price per share of Stock reported on a consolidated
basis for securities listed on the principal stock exchange or market on which
Stock is traded on such date or, if there is no sale on that date, then on the
last previous day on which a sale was reported.
(m) "Participant" shall mean any person who has amounts
credited to his or her Deferral Account under the Plan.
2
<PAGE> 5
(n) "Plan Year" shall mean a calendar year except, with
respect to a Participant who is newly elected or appointed to the Board of
Directors prior to December 17 of a calendar year, the Plan Year shall mean the
period commencing at the earlier of the filing of the director's election to
participate in the Plan or 14 days after his or her election or appointment as
a director and continuing until the end of the calendar year.
(o) "Retirement" shall mean a Participant's termination
or retirement from service as a Director at or after age 70.
(p) "Retirement Plan" shall mean the Company's retirement
program for non-employee directors, as in effect immediately prior to February
7, 1997.
(q) "Stock" shall mean Schuller Corporation Common Stock,
$0.01 par value, or any other equity securities of the Company designated by
the Board.
(r) "Trust" shall mean any trust or trusts established by
the Company as part of the Plan, subject to Sections 9(f) and 12(d).
(s) "Trustee-Director" shall mean a director of the
Company who is a trustee of the Manville Personal Injury Settlement Trust.
(t) "Valuation Date" shall mean the close of business on
the last business day of each calendar quarter; provided, however, that in the
case of termination of service as a director for reasons other than Retirement,
death, or Disability, the Valuation Date shall mean the close of business on
the last business day of the month in which such service terminates, and, in
the case of a Change in Control of the Company, the Valuation Date shall be the
date of such Change in Control.
3. ADMINISTRATION.
(a) Authority. Both the Board and the Administrator
(subject to the ability of the Board to restrict the Administrator) shall
administer the Plan in accordance with its terms, and shall have all powers
necessary to accomplish such purpose, including the power and authority to
construe and interpret the Plan, to define the terms used herein, to prescribe,
amend, and rescind rules and regulations, agreements, forms, and notices
relating to the administration of the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. Any
actions of the Board or the Administrator with respect to the Plan shall be
conclusive and binding upon all persons interested in the Plan, except that any
action of the Administrator will not be binding on the Board. The Board and
Administrator may each appoint agents and delegate thereto powers and duties
under the Plan, except as otherwise limited by the Plan. Any action by the
Board relating to the Plan shall be taken only if, in addition to any other
required vote, such action is approved by the affirmative vote of a majority of
the directors who are not then participating or eligible to participate in the
Plan.
3
<PAGE> 6
(b) Administrator. The Administrator shall be the
Committee on Board Organization and Operation, or such other committee as may
be designated by the Board; provided, however, that any committee serving as
Administrator shall consist of such number of members as shall be determined by
the Board, each of whom shall be appointed by, shall remain in office at the
will of, and may be removed, with or without cause, by the Board. Any member
of such committee may resign at any time. No member of such committee shall be
entitled to act on or decide any matter relating solely to his or her rights or
benefits under the Plan. The members of committee acting as Administrator
shall not receive any special compensation for serving as members but shall be
reimbursed for any reasonable expenses incurred in connection therewith. No
bond or other security need be required of the Administrator or any member of
the committee serving as Administrator in any jurisdiction.
(c) Limitation of Liability. Each member of the Board
and the Administrator shall be entitled to, in good faith, rely or act upon any
report or other information furnished to him or her by any officer or other
employee of the Company or any subsidiary, the Company's independent certified
public accountants, or any executive compensation consultant, legal counsel, or
other professional retained by the Company to assist in the administration of
the Plan. To the maximum extent permitted by law, no member of the Board or
the Administrator, nor any person to whom ministerial duties have been
delegated, shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of the Plan.
4. SHARES AVAILABLE UNDER THE PLAN. The total number of shares
of Stock reserved and available for delivery under the Plan is 125,000, subject
to adjustment as provided in Section 12(b). Shares that may be delivered under
the Plan shall be treasury shares or shares acquired in the market for the
account of the Participant; previously unissued shares may not be issued or
delivered under the Plan. The Company will use its best efforts to ensure
that, at any time shares are deliverable by the Company under the Plan, the
Company has a sufficient number of treasury shares available for such delivery.
5. ELIGIBILITY. Each director of the Company who is not an
employee of the Company or any subsidiary is eligible to become a Participant
in the Plan, subject to the terms hereof. No person other than those specified
in this Section 5 will be eligible to participate in the Plan. The
Administrator will notify each person of his or her eligibility to participate
in the Plan not later than 15 days (or such lesser period as may be practicable
in the circumstances) prior to any deadline for filing an election form.
6. CREDITING OF AMOUNTS TO RETIREMENT ACCOUNT IN SETTLEMENT OF
RIGHTS UNDER RETIREMENT PLAN. Each director of the Company who is named on
Exhibit A shall be credited, in accordance with Section 6(a) or 6(b), with the
amount set forth opposite his or her name under the column "Present Value of
Accrued Benefits" in exchange for his or her surrender of all rights to
retirement benefits under the Retirement Plan. A director who agrees to
surrender all rights to benefits under the Retirement Plan in the exchange
provided for under this Section 6 must execute and deliver to the Company an
4
<PAGE> 7
agreement, on or before February 28, 1997, in such form as may be specified by
the Administrator, agreeing to the irrevocable surrender of rights under the
Retirement Plan. A director may not elect to receive an immediate distribution
of cash or any other property from the Retirement Plan, and no amounts will be
further accrued under the Retirement Plan on and after February 7, 1997.
(a) Crediting of Deferred Shares To Accounts of
Non-Trustee-Directors. At the close of business on February 7, 1997, each
director who is not a Trustee-Director who has agreed to the exchange provided
for under this Section 6 shall have credited to his or her Retirement Account a
number of Deferred Shares equal to (i) the applicable amount set forth on
Exhibit A divided by (ii) the Fair Market Value of a share of Stock at that
date. Such amounts credited as Deferred Shares may not be reallocated to other
deferral investment alternatives, as provided in Section 9(c).
(b) Crediting of Deferral Amounts to Accounts of
Trustee-Directors. At the close of business on February 7, 1997, each
Trustee-Director who has agreed to the exchange provided for under this Section
6 shall have credited to his or her Retirement Account the applicable cash
amount set forth on Exhibit A. Except as provided in Section 9(c), such amount
initially shall be deemed invested in such deferral investment alternative,
other than as Deferred Shares, as may be provided under the Plan and elected by
the Participant, in accordance with Section 9(a) or, if no other alternative is
then available under the Plan or has been elected by the Participant, the
amount initially shall be deemed invested in a hypothetical investment that
provides a return equivalent to that of a money market or other fund specified
by the Administrator. Such amounts credited to a Trustee-Director's Retirement
Account are subject to mandatory reallocation as Deferred Shares in certain
circumstances, in accordance with Section 9(c).
(c) Other Terms of Settlement of Rights Under Retirement
Plan. Upon the crediting of such Deferred Shares or cash amounts to a
director's Retirement Account, the director shall have no further rights under
the Retirement Plan.
7. CREDITING OF ANNUAL AMOUNTS TO RETIREMENT ACCOUNT. Each
director of the Company who is eligible under the Plan shall have credited to
his or her Retirement Account $12,500 each year, subject to mandatory deferral
under the Plan and the limitations set forth in this Section 7 and Section
9(e). Commencing on April 1, 1997 with respect to the second quarter of 1997,
$3,125 shall be credited quarterly, on the date on which quarterly payments of
the annual retainer are made, to the Retirement Account of each director who is
then eligible to participate in the Plan (or, if annual retainer is paid on a
basis other than quarterly, at the times and in the same proportions as the
annual retainer is paid). At the close of business on the date any amount is
credited under this Section 7:
5
<PAGE> 8
(i) In the case of a director who is not a
Trustee-Director and any Trustee-Director who is then permitted to have amounts
deemed invested in Deferred Shares, the amount so credited that day shall be
deemed invested in Deferred Shares by dividing such amount by the Fair Market
Value of a share of Stock at that date; and (ii) In the case of a director who
is a Trustee-Director who is not then permitted to have amounts deemed invested
in Deferred Shares, the amount so credited that day initially shall be deemed
invested in such deferral investment alternative, other than Deferred Shares,
as may be provided under the Plan and elected by the Participant in accordance
with Section 9(a) or, if no other alternative is then available under the Plan
or has been elected by the Participant, the amount initially shall be deemed
invested in a hypothetical investment that provides a return equivalent to that
of the money market or other fund specified by the Administrator.
Amounts previously credited to a Trustee-Director's Retirement Account are
subject to mandatory reallocation as Deferred Shares in certain circumstances,
in accordance with Section 9(c).
8. ELECTIVE DEFERRAL OF DIRECTOR COMPENSATION. Each director of
the Company, including both Trustee-Directors and other directors, who is
eligible under Section 5 may defer receipt of Director Compensation pursuant to
his or her election, in accordance with this Section 8.
(a) Elections. A director shall elect to participate and
the terms of such participation by filing an election with the Company prior to
the beginning of a Plan Year or at such other time as may be specified by the
Administrator as may ensure effective deferral of taxation and otherwise comply
with applicable laws; provided, however, that a director may file an election
with respect to services performed in the period from April 1, 1997 through
December 31, 1997 at any time prior to February 28, 1997.
(i) Effect and Irrevocability of Elections.
Elections shall be deemed continuing, and therefore applicable to Plan Years
after the initial Plan Year covered by the election, until the election is
modified or revoked by the Participant. Elections other than those subject to
Section 9(d) shall become irrevocable at the commencement of the Plan Year to
which an election relates, unless the Administrator specifies a different time.
Elections relating to the time of settlement of a Deferral Account shall become
irrevocable at the time and to the extent specified in Section 9(d). Elections
may be modified or revoked by filing a new election prior to the time the
election to be modified or revoked has become irrevocable. The latest election
filed with the Administrator shall be deemed to revoke all prior inconsistent
elections that remain revocable at the time of filing of the latest election.
The Company will notify eligible directors of any date prior to the
commencement of a Plan Year by which directors must make elections or upon
which elections will become irrevocable.
6
<PAGE> 9
(ii) Matters To Be Elected. A Director's election
must specify the amount or percentage of Director Compensation to be deferred
and credited to the Elective Account, the allocation of such amounts to the
deferred investment alternatives available under the Plan, and the matters
relating to settlement of the Elective Account specified in Section 9(d). If a
director has elected to defer less than 100% of his or her Director
Compensation under the Plan, the balance not deferred hereunder will be paid in
accordance with the Company's regular non-employee director compensation
policies.
(iii) Time of Filing Elections. An election must
be received by the Administrator prior to the date specified by the
Administrator. Under no circumstances may a Participant defer compensation to
which the Participant has attained, at the time of deferral, a legally
enforceable right to current receipt of such compensation.
(b) Deferral Investment Alternatives. Amounts payable as
Director Compensation shall be credited to a Participant's Elective Deferral
account at the date such Director Compensation would otherwise be paid. Such
amounts initially shall be deemed invested in the deferral investment
alternative, which may include Deferred Shares (except for Trustee-Directors
who are not permitted to have deferred amounts be deemed to be invested in
Deferred Shares), as may be provided under the Plan and elected by the
Participant or, if no alternative has been elected by the Participant, such
amounts initially shall be deemed invested in a hypothetical investment that
provides a return equivalent to that of the money market or other fund
specified by the Administrator. The manner of crediting Deferred Shares or
cash to an Elective Account shall be consistent with the manner of crediting
amounts under Section 7. Subsequent reallocations of amounts credited to a
Participant's Elective Account, if permitted, shall be subject Section 9(c).
(c) Cessation of Service as a Director. Elective
Deferrals shall be subject to the limitation set forth in Section 9(e). In
addition, if any Director Compensation otherwise subject to an election would
be paid to a Participant after he or she has ceased to serve as a director,
such payment shall not be subject to deferral under this Section 8, but shall
instead be paid in accordance with the Company's regular non-employee director
compensation policies.
9. CERTAIN OTHER TERMS OF DEFERRAL ACCOUNTS.
(a) Establishment of Deferral Accounts; Investment
Alternatives. A Deferral Account, including a Retirement Account and Elective
Account (if applicable), will be established for each Participant, subject to
such terms as shall be determined by the Administrator. The Administrator
shall from time to time specify the deferral investment alternatives that shall
be available under the Plan, provided that Deferred Shares at all times shall
be available as one such alternative. The Administrator may change or
discontinue any deferral investment alternative available under the Plan in its
discretion; provided, however, that, subject to the authority of the
Administrator to disregard the directions of any Participant, each affected
Participant shall be given the opportunity, without limiting or otherwise
impairing any other right of such Participant regarding
7
<PAGE> 10
changes in investment directions, to redirect the allocation of his or her
Deferral Account deemed invested in a discontinued deferral investment
alternative among the other investment alternatives, including any replacement
investment alternative. Subject to Section 9(b) (in the case of Deferred
Shares), any deemed income and appreciation and depreciation in value of an
investment alternative shall be credited and debited to a Participant's
Deferral Account or otherwise reflected from time to time.
(b) Dividend Equivalents on Deferred Shares. Dividend
equivalents will be credited on Deferred Shares credited to a Participant's
Retirement or Elective Account, as follows:
(i) Cash and Non-Share Dividends. If the Company
declares and pays a dividend on Stock in the form of cash or property other
than shares of Stock, then a number of additional Deferred Shares shall be
credited to a Participant's Retirement and Elective Accounts as of the payment
date for such dividend equal to (i) the number of Deferred Shares credited to
the respective Account as of the record date for such dividend, multiplied by
(ii) the amount of cash plus the Fair Market Value of any property other than
shares actually paid as a dividend on each share at such payment date, divided
by (iii) the Fair Market Value of a share of Stock at such payment date.
(ii) Share Dividends and Splits. If the Company
declares and pays a dividend on Stock in the form of additional shares of
Stock, or there occurs a forward split of Stock, then a number of additional
Deferred Shares shall be credited to the Participant's Retirement and Elective
Accounts as of the payment date for such dividend or forward Stock split equal
to (i) the number of Deferred Shares credited the respective Account as of the
record date for such dividend or split multiplied by (ii) the number of
additional Shares actually paid as a dividend or issued in such split in
respect of each Share.
(c) Limitation on Reallocation of Deferred Shares;
Reallocation of Investment Alternatives Other than Deferred Shares; Mandatory
Reallocation. Amounts credited as Deferred Shares may not be reallocated by a
Participant to another deferral investment alternative. Amounts credited to
any deferral investment alternative other than Deferred Shares may be
reallocated to another investment alternative other than Deferred Shares
subject to such terms and conditions as may be specified by the Administrator.
The foregoing notwithstanding, if at any time it becomes permissible for a
Trustee-Director who is still serving as a director to have amounts deemed
invested in Deferred Shares, all amounts then credited to such
Trustee-Director's Retirement Account (but not his or her Elective Account)
shall be reallocated, as promptly as practicable, into Deferred Shares.
8
<PAGE> 11
(d) Elections as to Settlement. Each Participant, while
still a director of the Company, shall file an election with the Administrator
specifying the time or times at which the Participant's Deferral Account will
be settled, and whether such settlement will be in a single lump sum
distribution or in a number of annual installments not exceeding ten; provided,
however, that, if no valid election has been filed as to the time of settlement
of a Participant's Deferral Account or any portion thereof, such Deferral
Account or portion thereof shall be distributed in a single lump sum on the
first business day of the year following the year in which the Participant
ceases to serve as a director. A director may elect settlement of his or her
Retirement Account in or commencing in a specified year following termination
of service as a director of the Company, and may elect settlement of his or her
Elective Account in or commencing in a specified year that is after the year in
which the election is filed; provided, however, that, unless otherwise
determined by the Committee, settlement distributions made in accordance with
an election shall be made on the first business day of a year, shall be made as
a lump sum not later than the fifth year following the year in which the
Participant ceases to serve as a director, and shall commence in the case of
installments, not later than the first business day of the first year following
the year in which the Participant ceases to serve as a director.
(i) An election as to the time or times at which
a Deferral Account will be settled may relate to a specified sub-account (i.e.,
the Retirement Account or the Elective Account) or a specified Plan Year. If
an election relates to a specified Plan Year, such election shall apply to the
amounts originally credited to the specified subaccount in respect of such Plan
Year and to any additional amounts credited as dividend equivalents or other
income in respect of such originally credited amounts and previously credited
additional amounts.
(ii) A Participant may modify a prior election as
to the time at which a Participant's Deferral Account (including a specified
subaccount) will be settled at any time prior to the time the Participant
ceases to serve as a director of the Company, except that such modification may
only extend the date of settlement to a date later than the previously elected
settlement date. Such modification shall be made by filing a new election with
the Administrator. The foregoing notwithstanding, the Administrator may
disapprove or limit elections under this Section 9(d) in order to ensure that
the Participant will not be deemed to have constructively received compensation
in respect of the Participant's Deferral Account prior to settlement.
(e) Forfeitures and Non-Forfeitable Rights. If any
amount is credited to a Participant's account pursuant to Section 7 or 8 for
services to be performed in a period following the date of such crediting, upon
cessation of service as a director during such period for any reason other than
death or disability an amount shall be forfeited by the Participant determined
by multiplying the amount so credit, adjusted to reflect any earnings or
appreciation or depreciation of value from the time of crediting to the date of
such cessation of service, by a fraction the numerator of which is the number
of days
9
<PAGE> 12
remaining in the period after the date of such cessation of service and the
denominator of which is the total number of days in such period. Except for
the forfeiture provided for in this Section 9(e), the right and interest of
each Participant relating to his or her Deferral Account, including both the
Retirement Account and the Elective Account, shall at all times be
non-forfeitable.
(f) Trusts. The Administrator may, in its discretion,
establish one or more Trusts (including sub-accounts under such Trusts), and
deposit therein amounts of cash, Stock, or other property not exceeding the
amount of the Company's anticipated obligations with respect to a Participant's
Deferral Account established under this Section 9. In such case, the amounts
of hypothetical income and appreciation and depreciation in value of such
Deferral Account shall be equal to the actual income on, and appreciation and
depreciation of, the assets in such Trusts. Other provisions of this Section 9
notwithstanding, the timing of allocations and reallocations of assets in such
a Deferral Account, and the investment vehicles available with respect to such
Deferral Account, may be varied to reflect the timing of actual investments of
the assets of such Trust and the actual investments available to such Trust.
(g) Elections and Election Forms. Elections under the
Plan shall be made in writing on such form or forms as may be specified from
time to time by the Administrator. Unless otherwise specified by the
Committee, a director's elections under Section 8(a) and 9(d) shall govern
participation, including Elective Deferrals and settlements, in years
subsequent to the first year covered by the election; such an election shall
become irrevocable for each such subsequent year at the time new elections are
due for such subsequent year, except to the extent theretofore revoked or
modified by a new election filed by the director.
(h) Agreements and Statements. The Administrator may
specify the form of any agreement to evidence rights and obligations under the
Plan. The Administrator will furnish statements to each Participant reflecting
the amount credited to a Participant's Deferral Account, transactions therein,
and other related information not less frequently than once each calendar year.
(i) Fractional Shares. The amount of Deferred Shares
credited to a Retirement or Elective Account shall include fractional shares
calculated to at least three decimal places, unless otherwise determined by the
Administrator.
10. SETTLEMENT OF DEFERRAL ACCOUNTS. The Company will settle a
Participant's Deferral Account by making one or more distributions to the
Participant (or his or her Beneficiary, following Participant's death) at the
time or times, in a lump sum or installments, as specified in accordance with
Section 9(d); provided, however, that a Deferral Account shall be settled on an
accelerated basis in accordance with Sections 10(b), (c), and (d).
10
<PAGE> 13
(a) Form of Distribution. Distributions in respect of a
Participant's Retirement or Elective Account shall be made in shares of Stock,
together with cash in lieu of any fractional share remaining at a time that
less than one whole Deferred Share is credited to such Deferred Share Account.
Shares may be delivered in certificate form to a Participant (or his or her
Beneficiary) or to a nominee for the account of the Participant (or his or her
Beneficiary), or in such other manner as the Administrator may determine.
Distributions in respect of deferral investment alternatives other than
Deferred Shares may be made in cash or property of the type to which the
investment alternative related, as determined by the Administrator.
(b) Death or Disability. If a Participant ceases to
serve as a director due to death or dies prior to distribution of all amounts
from his or her Deferral Account, the Company shall make a single lump-sum
distribution to the Participant's Beneficiary. Any such distribution shall be
made as soon as practicable following notification to the Company of the
Participant's death. If a Participant ceases to serve as a director due to
Disability, the Company shall make a single lump-sum distribution to the
Participant on the first business day of the year following the year in which
the Participant ceases to serve as a director, unless otherwise determined by
the Administrator.
(c) Financial Emergency and Other Payments. Other
provisions of the Plan notwithstanding, if, upon the written application of a
Participant, the Board or Administrator determines that the Participant has a
financial emergency of such a substantial nature and beyond the Participant's
control that payment of amounts previously deferred under the Plan is
warranted, the Board or Administrator may direct the payment to the Participant
of all or a portion of the balance of a Deferral Account and the time and
manner of such payment.
(d) Change in Control. In the event of a Change in
Control, payments in full settlement of each Deferral Account (including a
Deferral Account with respect to which one or more installment payments have
previously been made) shall be made within fifteen (15) business days following
such Change in Control. For this purpose, Deferred Shares shall be valued at
the date of the Change in Control and settled in cash (except Deferred Shares
shall be settled in shares if cash settlement would adversely affect the
availability of "pooling" accounting for a transaction then pending and
approved by the Board of Directors of the Company). Other deferral investment
alternatives shall be valued at the Valuation Date. The foregoing
notwithstanding, a Participant may waive the accelerated settlement of all or a
specified part of his Deferral Account provided under this Section 10(d) by
filing a notice of such waiver with the Company prior to the earlier of the
occurrence of a Change in Control or the elimination of all material conditions
to a Change in Control (excluding conditions solely within the Participant's
control) such that a Change in Control is substantially certain to occur. Such
a waiver may specify that, in the event of a Change in Control, in lieu of
accelerated settlement, all or a specified part of the Participant's Deferral
Account shall be distributed in a lump sum, or in two to five installments
beginning, on the first business day of January of the year following the year
of the Change in Control, or distributed in accordance with such other election
as the Participant has previously filed and otherwise in accordance with the
Plan.
11
<PAGE> 14
11. AMENDMENT/TERMINATION. The Board may, with prospective or
retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan
at any time without the consent of Participants, stockholders, or any other
person; provided, however, that, without the consent of a Participant, no such
action shall materially and adversely affect the rights of such Participant
with respect to any rights to payment of amounts credited to such Participant's
Deferral Account. Notwithstanding the foregoing, the Board may, in its sole
discretion, terminate the Plan (in whole or in part) and distribute to
Participants (in whole or in part) the amounts credited to their Deferral
Accounts.
12. GENERAL PROVISIONS.
(a) Limits on Transferability. Deferred Shares and all
other rights under the Plan shall not be transferable by a Participant except
by will or the laws of descent and distribution, or to a Beneficiary in the
event of a Participant's death, and will not otherwise be subject to
alienation, anticipation, encumbrance, garnishment, attachment, levy, execution
or other legal or equitable process, nor subject to the debts, contracts,
liabilities or engagements, or torts of any Participant or his or her
Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,
attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void. The Company may
rely upon the Beneficiary designation last filed in accordance with this
Section 12(a).
(b) Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or event affects the Stock
such that an adjustment is determined by the Administrator or the Board to be
appropriate in order to prevent dilution or enlargement of a Participant's
rights under the Plan, then the Administrator or the Board shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and kind
of shares of Stock reserved and available for delivery under the Plan, and (ii)
the number and kind of shares of Stock to be issued upon settlement of
outstanding Deferred Shares under Section 9.
(c) Receipt and Release. Payments (in any form) to any
Participant or Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims for the
compensation deferred and relating to the Deferral Account to which the
payments relate against the Company, the Board, or the Administrator, and the
Administrator may require such Participant or Beneficiary, as a condition to
such payments, to execute a receipt and release to such effect. In the case of
any payment under the Plan of less than all amounts then credited to a Deferral
Account in the form of Deferred Shares, the amounts paid shall be deemed to
relate to the Deferred Shares credited to the Account at the earliest time.
12
<PAGE> 15
(d) Unfunded Status of Plan; Creation of Trusts. The
Plan is intended to constitute an "unfunded" plan for deferred compensation and
Participants shall rely solely on the unsecured promise of the Company for
payment hereunder. With respect to any payment not yet made to a Participant
under the Plan, nothing contained in the Plan shall give a Participant any
rights that are greater than those of a general unsecured creditor of the
Company; provided, however, that, if any Trust is authorized or other
arrangements made to meet the Company's obligations under the Plan, such Trust
or other arrangements shall be consistent with the "unfunded" status of the
Plan unless the Board or Administrator otherwise determines with the consent of
each affected Participant.
(e) Compliance. The Company shall not be obligated to
settle any Deferral Account of a Participant (in any form) until all legal and
contractual obligations of the Company relating to establishment of the Plan
and such settlement shall have been complied with in full. In addition, the
Company shall impose such restrictions on Stock delivered to a Participant
hereunder and any other interest constituting a security as it may deem
advisable in order to comply with the Securities Act of 1933, as amended, the
requirements of the New York Stock Exchange or any other stock exchange or
automated quotation system upon which the Stock is then listed or quoted, any
state securities laws applicable to such a transfer, any provision of the
Company's Certificate of Incorporation or Bylaws, or any other law, regulation,
or binding contract to which the Company is a party.
(f) Other Participant Rights. No Participant shall have
any of the rights or privileges of a stockholder of the Company under the Plan,
including as a result of the crediting of Deferred Shares or other amounts to a
Deferral Account, or the creation of any Trust and deposit of Stock therein,
except at such time as Stock may be actually delivered in settlement of a
Deferral Account or as may be explicitly authorized under the terms of such
Trust. No provision of the Plan, and document relating to the Plan, or any
transaction hereunder shall confer upon any Participant any right to continue
to serve as a director of the Company or in any other capacity with the Company
or a subsidiary or be nominated for reelection as a director, or to interfere
in any way with the right of the Company to increase or decrease the amount of
any compensation payable to directors generally or such Participant. Subject
to the limitations set forth in Section 12(a) hereof, the Plan shall inure to
the benefit of, and be binding upon, the parties hereto and their successors
and assigns.
(g) Continued Service as an Employee. If a Participant
ceases to serve as a director and, immediately thereafter, is employed by the
Company or any subsidiary, then such Participant will not be deemed to have
ceased to serve as a director, and his or her continued employment by the
Company or any subsidiary will be deemed to be continued service as a director
for purposes of the Plan; provided, however, that such former director will not
be deemed to be an eligible non-employee director for purposes of Section 5.
13
<PAGE> 16
(h) Governing Law. The validity, construction, and
effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable provisions of federal
law.
(i) Limitation. A Participant and his or her Beneficiary
shall assume all risk in connection with any decrease in value of the Deferral
Account, and neither the Company, the Board, nor the Administrator shall be
liable or responsible therefor.
(j) Construction. The captions and numbers preceding the
sections of the Plan are included solely as a matter of convenience of
reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of the Plan. Whenever appropriate, words used in
the singular shall include the plural or the plural may be read as the
singular.
(k) Severability. In the event that any provision of the
Plan shall be declared illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions of the Plan but shall be
fully severable, and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been inserted herein.
(l) Status. The establishment and maintenance of, or
allocations and credits to, the Deferral Account of any Participant shall not
vest in any Participant any right, title, or interest in and to any Plan assets
or benefits except at the time or times and upon the terms and conditions and
to the extent expressly set forth in the Plan and in accordance with the terms
of any Trust.
(m) Nonexclusivity of the Plan. The adoption of the Plan
by the Board shall not be construed as creating any limitation on the power of
the Board to adopt such other compensatory arrangements for directors as it may
deem desirable.
(n) Effective Date. The Retirement Plan was adopted by
the Board and became effective on the Effective Date. The Plan is effective as
of February 7, 1997.
14
<PAGE> 17
EXHIBIT A
=================================================
PRESENT VALUE OF ACCRUED BENEFITS
-------------------------------------------------
<TABLE>
<CAPTION>
NAME PRESENT VALUE
=================================================
<S> <C>
Leo Benatar $ 18,153
-------------------------------------------------
Robert Falise 90,252
-------------------------------------------------
Todd Goodwin 110,401
-------------------------------------------------
Michael Hammes 83,018
-------------------------------------------------
John Hanson 83,018
-------------------------------------------------
Kathryn Harrigan 41,479
-------------------------------------------------
Louis Klein 91,253
-------------------------------------------------
Frank Macchiarola 18,259
-------------------------------------------------
Christian Markey 121,331
-------------------------------------------------
William Mayer 18,368
=================================================
TOTAL $675,532
=================================================
</TABLE>
<PAGE> 1
EXHIBIT 5.1
March 31, 1997
Schuller Corporation
717 17th Street
Denver, CO 80202
Dear Sirs:
I have acted as counsel for Schuller Corporation, a Delaware
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of a
registration statement on Form S-8 (the "Registration Statement") for the
purpose of registering $2,000,000 of the Company's obligations under its
Non-Employee Directors' Deferred Compensation Plan (the "Plan"), which
represent unsecured obligations of the Company, and shares of Common Stock,
$.01 par value, of the Company which may be issued in connection with the Plan.
I have examined the Amended and Restated Certificate of Incorporation and
Amended and Restated By-Laws of the Company, the Plan, resolutions of the
Company's Board of Directors and such other documents as I have deemed
necessary or appropriate for purposes of the opinions expressed below.
Based upon the foregoing, I am of the opinion that when issued in
accordance with the provisions of the Plan, the obligations of the Company
under the Plan will be valid and binding obligations of the Company,
enforceable in accordance with the their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general equity
principles.
Further, I am of the opinion that the shares of Common Stock of the
Company described above have been duly authorized for issuance by the Company
and when issued in accordance with the Plan, will be validly issued, fully paid
and non-assessable; provided that the consideration for each share of Common
Stock is not less than the par value thereof.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Registration Statement
and any amendments thereto.
Very truly yours,
/s/ J. Scott Pusey
J. Scott Pusey
Senior Attorney - Corporate
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Schuller Corporation Form S-8 of our report dated February 4,
1997, except for Note 24 as to which the date is February 13, 1997, on our
audits of the consolidated financial statements and financial statement
schedule of Schuller Corporation as of December 31, 1996 and 1995, and for the
years ended December 1996, 1995, and 1994, which report is incorporated by
reference in the Schuller Corporation Annual Report on Form 10-K for the year
ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
March 31, 1997
Denver, Colorado
