As filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 33-_______
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE HALLWOOD GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 51-0261339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3710 Rawlins, Suite 1500
Dallas, Texas 75219
(Address of principal executive offices) (Zip code)
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1995 Stock Option Plan
for
The Hallwood Group Incorporated
(Full title of the plan)
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Melvin J. Melle
Vice President, Chief Financial Officer
and Secretary
The Hallwood Group Incorporated
3710 Rawlins, Suite 1500
Dallas, Texas 75219
(Name and address of agent for service)
(214) 528-5588
(Telephone number, including area code, of agent for service)
With a copy to
W. Alan Kailer, Esq.
Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed
to be maximum maximum Amount of
Title of securities regis- offering aggregate registratior
to be registered tered(1) share (2) price (2) fee
- --------------------------------------------------------------------------------
Common Stock, par value 68,000 $40.00 $2,720,000 $824.24
$.10 per share...... shares
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(1) Consists of 68,000 shares of Common Stock reserved for issuance to
directors, employees and consultants of The Hallwood Group Incorporated and
its subsidiaries pursuant to the 1995 Stock Option Plan for The Hallwood
Group Incorporated.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the purposes of
computing the registration fee based upon the average of the high and low
prices for the Common Stock quoted on the New York Stock Exchange, Inc. on
November 4, 1997 under the Securities Act of 1933, as amended.
- --------------------------------------------------------------------------------
CORPDAL:82710.2 18747-00001
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Hallwood Group Incorporated (the "Corporation") hereby incorporates by
reference in this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(1) The Corporation's Form S-8 (No. 33-63709), filed with the Commission
on October 26, 1995.
(2) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
(3) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
(3) The description of common stock of the Corporation, par value $0.10
per share (the "Common Stock") set forth in the registration statement
on Form 8-B, dated January 28, 1982, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed amendment to this
Registration Statement or in any document that also is 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 this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None.
CORPDAL:82710.2 18747-00001
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Corporation has authority under Section 145 of the Delaware General
Corporation Law (the "Delaware Code") to indemnify its directors and officers.
The Corporation's Second Restated Certificate of Incorporation provides that the
Corporation shall indemnify its directors and officers to the full extent
permitted by the Delaware Code or other provisions of the laws of Delaware. The
Corporation's Bylaws provide for indemnification of directors and officers in
connection with third party suits and derivative actions, provided, however,
that directors and officers shall not be entitled to indemnification with
respect to derivative claims where such director or officer is adjudged to be
liable for negligence or misconduct in the performance of his duties to the
Corporation unless a court determines that despite such an adjudication of
liability, such director or officer is entitled to indemnity for fair and
reasonable expenses. The Corporation's Bylaws further provide that where a
director or officer successfully defends a third party or derivative action such
director or officer shall be entitled to indemnification of expenses actually
and reasonably incurred in connection therewith.
The Corporation's Bylaws permit the Corporation to advance litigation
expenses in the case of shareholder derivative actions or other actions,
provided the Corporation receives an undertaking by the indemnified party to
repay such advances unless it is ultimately determined that the indemnified
party is entitled to indemnification. The Corporation's Bylaws further permit
the Corporation to purchase and maintain liability, indemnification and/or other
similar insurance.
The Second Restated Certificate of Incorporation of the Corporation
provides that no director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director
except as such director (a) shall be liable under Section 174 of the Delaware
Code or (b) shall be liable by reason that, in addition to any and all other
requirements for such liability he, (i) shall have breached his duty of loyalty
to the Corporation or the stockholders, (ii) shall not have acted in good faith
or, in failing to act, shall not have acted in good faith, (iii) shall have
acted in a manner involving intentional misconduct or a knowing violation of the
law, or failing to act, shall act in a manner involving intentional misconduct
or a knowing violation of the law, or (iv) shall have derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as a part of this Registration
Statement.
Exhibit Description
------- -----------
4.1* 1995 Stock Option Plan For The Hallwood Group
Incorporated
4.2* Second Restated Certificate of Incorporation of The
Hallwood Group Incorporated
4.3 Restated Bylaws of The Hallwood Group Incorporated
(incorporated by reference from Exhibit 3.4 to the
Form 10-K of The Hallwood Group Incorporated for the
fiscal year ended July 31, 1992)
5.1** Opinion of Jenkens & Gilchrist, a Professional
Corporation
23.1*** Consent of Jenkens & Gilchrist, a Professional
Corporation
23.2**** Consent of Deloitte & Touche LLP
24.1**** Power of Attorney
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* Filed as Exhibit 4.1 contained in the registrant's Form S-8 (No.
33-63709), filed with the Commission on October 26, 1995,
incorporated herein by reference.
** No opinion is being furnished herewith pursuant to Instruction
(a) to Item 8 of Form S-8 as the shares registered herein are to
be issued as treasury shares.
CORPDAL:82710.2 18747-00001
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<PAGE>
*** No consent is filed herewith because no opinion is being
furnished pursuant to Instruction (a) to Item 8 of Form S-8.
**** Filed herewith.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) 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.
C. 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 of 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.
CORPDAL:82710.2 18747-00001
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, Texas, on November 4, 1997:
THE HALLWOOD GROUP INCORPORATED
By: /s/ Melvin J. Melle
-----------------------------------------------------
Melvin J. Melle
Vice President, Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Melvin J. Melle and Anthony J.
Gumbiner, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates included:
Signature Capacity Date
- --------- -------- ----
/s/ Anthony J. Gumbiner Chairman of the Board of November 4, 1997
- -------------------------- Directors and Chief
Anthony J. Gumbiner Executive Officer
/s/ Melvin J. Melle Vice President, Chief Financial November 4, 1997
- -------------------------- Officer and Secretary
Melvin J. Melle
/s/ Brian M. Troup President, Chief Operating November 4, 1997
- -------------------------- Officer and Director
Brian M. Troup
/s/ Charles A. Crocco, Jr. Director November 4, 1997
- --------------------------
Charles A. Crocco, Jr.
/s/ J. Thomas Talbot Director November 4, 1997
- --------------------------
J. Thomas Talbot
CORPDAL:82710.2 18747-00001
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<PAGE>
INDEX TO EXHIBITS
Sequential
Numbering
Exhibit Description Page No.
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4.1* 1995 Stock Option Plan For The Hallwood Group Incorporated
4.2* Second Restated Certificate of Incorporation of The Hallwood
Group Incorporated
4.3 Restated Bylaws of The Hallwood Group Incorporated
(incorporated by reference from Exhibit 3.4 to the Form 10-K
of The Hallwood Group Incorporated for the fiscal year ended
July 31, 1992)
5.1** Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1*** Consent of Jenkens & Gilchrist, a Professional Corporation
23.2**** Consent of Deloitte & Touche LLP
24.1**** Power of Attorney (see signature page of this Registration
Statement)
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* Filed as Exhibit 4.1 contained in the registrant's Form S-8
(No. 33- 63709), filed with the Commission on October 26, 1995,
incoporated herein by reference.
** No opinion is being furnished herewith pursuant to Insurance (a) to
Item 8 of Form S-8 as the shares registered herein are to be issued as
treasury shares.
*** No consent is filed herewith because no opinion is being furnished
pursuant to Instruction (a) to Item 8 of Form S-8.
**** Filed herewith.
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of the Hallwood Group Incorporated on Form S-8 of our report
dated February 28, 1997 (March 21, 1997 as to the last paragraph of
Note 21 of the Notes to the Consolidated Financial Statements),
appearing in the Annual Report on Form 10-K of The Hallwood Group
Incorporated for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
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Dallas, Texas
November 12, 1997
CORPDAL:82710.2 18747-00001
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