UNITED STATES
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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FLORIDA ROCK INDUSTRIES, INC.
FLORIDA 59-0573002
State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
155 East 21st Street
Jacksonville, Florida 32206
Address of principal executive offices) (Zip code)
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FLORIDA ROCK INDUSTRIES, INC.
2000 STOCK PLAN
(Full title of the plan)
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James J. Gilstrap
Vice President and Chief Financial Officer
155 East 21st Street
Jacksonville, Florida 32206
(Name and address of agent for service)
904-355-1781
(Telephone number, including area code,
of agent for service)
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Copies to:
Lewis S. Lee
Martin, Ade, Birchfield & Mickler, P.A.
One Independent Drive
Suite 3000
Jacksonville, Florida 32202
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<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be maximum aggregate registration
to be registered offering offering
registered price per price (1)
unit (1)
Common Stock (2)
($.10 par 750,000 $38.81 $29,107,500 $7,685
value)
1. Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) on the basis of the
average of the high and low sales prices as reported on the New
York Stock Exchange Composite Transactions List on October 2,
2000.
2. This registration statement also applies to preferred
share purchase rights which are attached to and trade with each
share of common stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission, this registration statement omits the information
specified in Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to the
participants in the Florida Rock Industries, Inc. 2000 Stock Plan
as required by Securities Act Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission as
part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Florida Rock Industries, Inc. (the "Company"), hereby
incorporates by reference in this registration statement the
following documents previously filed with the Securities and
Exchange Commission:
(a) Annual Report on Form 10-K for the year ended
September 30, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1999, March 31, 2000 and June 30, 2000; and
(c) The description of the Company's common stock
contained in: (i) Articles VII and XIII of the Registrant's
Restated Articles of Incorporation, previously filed as an
exhibit to Form 10-Q for the quarter ended December 31, 1986;
(ii) Article III of the Registrant's Restated Articles of
Incorporation, previously filed as an exhibit to Form 10-K for
the year ended September 30, 1993; and (iii) Articles XIV and XV
of the Registrant's Restated Articles of Incorporation,
previously filed as an appendix to the Registrant's proxy
statement dated December 15, 1994.
All documents subsequently filed by the Registrant 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
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
(or in any other 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 to constitute a part hereof except
as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the provisions of Section 607.0850, Florida
Statutes, the Registrant is empowered generally to indemnify any
officer or director against liability incurred in connection with
any proceeding if such officer or director acted in good faith
and in a manner such officer or director reasonably believed to
be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The Registrant's Restated Articles of Incorporation
provide for indemnification of its officers and directors, in
their capacity as such, in accordance with the laws of the State
of Florida.
Article XI of the Registrant's Articles of
Incorporation provides as follows:
A. The corporation shall indemnify and hold harmless each
person, his heirs, executors and administrators, who shall serve
at any time as a director or officer of the corporation or, at
its request, of any other corporation, partnership, joint
venture, trust, or other enterprise, from and against any and all
claims and liabilities to which such person shall have become
subject by reason of his being or having heretofore or hereafter
been a director or officer of the corporation, or of any other
such corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been
heretofore or hereafter taken or omitted by such person as such
director or officer, such indemnification to be in accordance
with the laws of the State of Florida as now in existence or as
hereafter amended.
B. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer 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.
C. The corporation, its directors, officers, employees and
agent shall be fully protected in taking any action or making any
payment under this Article XI or refusing to do so, in reliance
upon the advice of counsel.
D. If any part of this Article XI shall be found in any
proceeding to be invalid or ineffective, the remaining provisions
shall not be affected.
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, may be permitted by the
foregoing, or otherwise, the Registrant understands that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable.
The Registrant maintains officers' and directors' indemnity
insurance covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of
duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits required to be filed with this Registration
Statement are listed in the following Exhibit Index. Certain of
such exhibits that have heretofore been filed with the Securities
and Exchange Commission and that are designated by reference to
their exhibit number in prior filings are hereby incorporated
herein by reference and made a part hereof.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) 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.
(b) 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.
(c) 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.
(d) That, for purpose 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
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.
(e) 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
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 Jacksonville, State of Florida, on the 4th day of
October, 2000.
FLORIDA ROCK INDUSTRIES, INC.
(Registrant)
By: /s/ John D. Baker, II
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John D. Baker, II,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 4th day of October,
2000.
Signature Title Signature Title
/s/ Edward L. Baker /s/ Luke E. Fichthorn, III
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Edward L. Baker Director Luke E. Fichthorn, III Director
/s/ John D. Baker, II /s/
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John D. Baker, II Director, G. Kennedy Thompson Director
President and
Chief Executive
Officer (Principal
Executive Officer)
/s/ Thompson S. Baker, II /s/ Francis X. Knott
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Thompson S. Baker, II Director Francis X. Knott Director
/s/ James J. Gilstrap /s/
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James J. Gilstrap Vice President Radford D. Lovett Director
Treasurer and
Chief Financial Officer
Principal Financial
Officer)
/s/ Wallace A. Patzke, Jr. /s/ A.R. Carpenter
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Wallace A. Patzke, Jr. Vice A.R. Carpenter Director
President and
Chief Accounting
Officer
(Principal Accounting
Officer)
/s/ Charles H. Denny, III /s/
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Charles H. Denny, III Director C.J. Shepherdson Director
Pursuant to the requirements of the Securities Act of 1933,
the 2000 Stock Plan Committee, which is the Florida Rock
Industries, Inc. Compensation Committee, has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Jacksonville, State of Florida on October 4, 2000.
The Florida Rock Industries, Inc.
2000 Stock Plan Committee
By: /s/ Luke E. Fichthorn, III
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Name: Luke E. Fichthorn, III
Title: Chairman
EXHIBIT INDEX
4.1(a) Restated Articles of Incorporation (incorporated by
reference to Exhibit 3(a) to Registrant's Form 10-Q for the
quarter ended December 31, 1986).
4.1(b) Amendment to Restated Articles of Incorporation
(incorporated by reference to appendix to Registrant's Proxy
Statement dated December 15, 1994).
4.1(c) Amendment to Restated Articles of Incorporation
(incorporated by reference to appendix to Registrant's Proxy
Statement dated December 15, 1994).
4.2(a) Restated Bylaws (incorporated by reference to Exhibit
3(ii)(a) to Registrant's Form 10-K for the year ended September
30, 1993).
4.2(b) Amendment to Bylaws adopted October 5, 1994
(incorporated by reference to Exhibit 3(ii)(b) to Registrant's
Form 10-K for the year ended September 30, 1994).
4.2(c) Amendment to Bylaws adopted February 4, 1998
(incorporated by reference to Exhibit 3(b)(3) to Registrant's
Form 10-Q for the quarter ended March 31, 1998).
4.3 Rights Agreements, dated as of May 5, 1999 between the
Company and First Union National Bank (incorporated by reference
to Exhibit 4 to the Company's Form 8-K dated May 5, 1999).
4.4 Florida Rock Industries, Inc. 2000 Stock Plan.
5 Opinion of Counsel.
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit (21) to Registrant's Form 10-K for the year ended
September 30, 1999).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Counsel (included in Exhibit 5).
EXHIBIT 4
FLORIDA ROCK INDUSTRIES, INC.
2000 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the Florida Rock
Industries, Inc. 2000 Stock Plan (the "Plan").
1.2.Purpose of Plan. The purpose of the Plan is to foster
and promote the long-term financial success of the Company and
increase stockholder value by (a) motivating superior performance
by means of stock incentives, (b) encouraging and providing for
the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the
services of a management team responsible for the long-term
financial success of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination thereof granted
under the Plan, including Awards combining two or more types of
Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e "Committee" means a Committee of the Board, which shall
consist of two or more members, each of whom shall be a "non-employee director"
within the meaning of Rule 16b-3 as promulgated under the Act, or the
Board which may act as the Committee.
(f "Company" means Florida Rock Industries, Inc., a
Florida corporation (and any successor thereto) and its
Subsidiaries.
(g) "Director Award" means an Award Other than an Incentive
Stock Option granted to an Eligible Director.
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the closing
price of the Stock as reported on the New York Stock Exchange (or
on such other recognized market or quotation system on which the
trading prices of the Stock are traded or quoted at the relevant
time) on such date. In the event that there are no Stock
transactions reported on such exchange (or such other system) on
such date, Fair Market Value shall mean the closing price on the
immediately preceding date on which Stock transactions were so
reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the Plan,
an Option may be either (i) an Incentive Stock Option within the
meaning of Section 422 of the Code or (ii) a Nonstatutory Stock
Option.
(l) "Participant" means any Employee or Eligible Director
designated by the Committee to participate in the Plan.
(m) "Plan" means the Florida Rock Industries, Inc. 2000
Stock Plan, as in effect from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted
to a Participant subject to such restrictions as the Committee
may determine.
(o) "Stock" means the Common Stock of the Company, par
value $.10 per share.
(p "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may determine, to
receive an amount in cash or Stock, as determined by the
Committee, equal to the excess of (i) the Fair Market Value, as
of the date such Stock Appreciation Right is exercised, of the
number shares of Stock covered by the Stock Appreciation Right
being exercised over (ii) the aggregate exercise price of such
Stock Appreciation Right.
(q "Stock Bonus" means the grant of Stock as compensation
from the Company in lieu of cash salary or bonuses otherwise
payable to the Participant and stock issued for service awards
and other similar Employee recognition programs.
(r) "Subsidiary" means any corporation, partnership, joint
venture or other entity in which the Company owns, directly or
indirectly, 50% or more of the voting power or of the capital
interest or profits interest of such entity.
2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
The only persons eligible to participate in the Plan shall
be those Employees and Eligible Directors selected by the
Committee as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types
of Awards to be granted, and the terms and conditions of any and
all such Awards. The Committee may establish different terms and
conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether
or not granted at different times.
4.2 Administration. The Committee shall be responsible for
the administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions
deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan
in order to carry out its provisions and purposes.
Determinations, interpretations, or other actions made or taken
by the Committee pursuant to the provisions of the Plan shall be
final, binding, and conclusive for all purposes and upon all
persons.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the
number of shares of Stock subject to Awards under the Plan may
not exceed 750,000 shares of Stock. The shares to be delivered
under the Plan may consist, in whole or in part, of treasury
Stock or authorized but unissued Stock, not reserved for any
other purpose. The maximum number of shares of Stock with respect
to which Awards may be granted to any one Employee under the Plan
is 20% of the aggregate number of shares of Stock available for
Awards under Section 5.1. A maximum of 10% of shares of Stock
available for issuance under the Plan may be issued as Restricted
Stock and Stock Bonuses.
5.2 Cancelled, Terminated, Forfeited or Surrendered Awards.
Any shares of Stock subject to an Award which for any reason are
cancelled, terminated or otherwise settled without the issuance
of any Stock shall again be available for Awards under the Plan.
In the event that any Award is exercised through the delivery of
Stock or in the event that withholding tax liabilities arising
from such Award are satisfied by the withholding of Stock by the
Company, the number of shares available for Awards under the Plan
shall be increased by the number of shares so surrendered or
withheld.
5.3 Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without
limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to
shareholders, exchange of shares, or other similar corporate
transaction or event, (i) the aggregate number of shares of Stock
available for Awards under Section 5.1 and (ii) the number of
shares and exercise price with respect to Options and the number,
prices and dollar value of other Awards, shall be appropriately
adjusted by the Committee, whose determination shall be
conclusive.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to Participants
at such time or times as shall be determined by the Committee.
Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Nonstatutory Stock Options. The Committee
shall have complete discretion in determining the number of
Options, if any, to be granted to a Participant. Each Option
shall be evidenced by an Option agreement that shall specify the
type of Option granted, the exercise price, the duration of the
Option, the number of shares of Stock to which the Option
pertains, the exercisability (if any) of the Option in the event
of death, retirement, disability or termination of employment,
and such other terms and conditions not inconsistent with the
Plan as the Committee shall determine, or, in the case of
Incentive Stock Options, as may be required by the Code. Options
may also be granted in replacement of or upon assumption of
options previously issued by companies acquired by the Company by
merger or stock purchase, and any options so replaced or assumed
may have the same terms including exercise price as the options
so replaced or assumed.
6.2 Option Price. Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date
the Option is granted.
6.3 Exercise of Options. Options awarded to a Participant
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may
impose, subject to the Committee's right to accelerate the
exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten
years after the date on which it is granted.
6.4 Payment. The Committee shall establish procedures
governing the exercise of Options, which shall require that
written notice of exercise be given and that the Option price be
paid in full in cash or cash equivalents, including by personal
check, at the time of exercise or pursuant to any arrangement
that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) by
tendering, by either actual delivery of shares or by attestation,
shares of Stock already owned by the Participant valued at its
Fair Market Value on the date of exercise (if such Stock has been
owned by the Participant for at least six months) or (ii) by
electing to have the Company retain Stock which would otherwise
be issued on exercise of the Option, valued at its Fair Market
Value on the date of exercise. As soon as practicable after
receipt of a written exercise notice and full payment of the
exercise price, the Company shall deliver to the Participant a
certificate or certificates representing the acquired shares of
Stock. The Committee may permit a Participant to elect to pay the
exercise price upon the exercise of an Option by irrevocably
authorizing a third party to sell shares of stock (or a
sufficient portion of the shares) acquired upon the exercise of
the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the entire exercise price and any required
tax withholding resulting from such exercise.
6.5 Incentive Stock Options. Notwithstanding anything in the
Plan to the contrary, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall
any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the
Code, or, without the consent of any Participant affected
thereby, to cause any Incentive Stock Option previously granted
to fail to qualify for the Federal income tax treatment afforded
under Section 421 of the Code.
SECTION 7
STOCK APPRECIATION RIGHTS
7.1 SAR's In Tandem with Options. Stock Appreciation Rights
may be granted to Participants in tandem with any Option granted
under the Plan, either at or after the time of the grant of such
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall
determine. Each Stock Appreciation Right shall only be
exercisable to the extent that the corresponding Option is
exercisable, and shall terminate upon termination or exercise of
the corresponding Option. Upon the exercise of any Stock
Appreciation Right, the corresponding Option shall terminate.
7.2 Other Stock Appreciation Rights. Stock Appreciation
Rights may also be granted to Participants separately from any
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall
determine.
SECTION 8
RESTRICTED STOCK
8.1 Grant of Restricted Stock. The Committee may grant
Restricted Stock to Participants at such times and in such
amounts, and subject to such other terms and conditions not
inconsistent with the Plan as it shall determine. Each grant of
Restricted Stock shall be subject to such restrictions, which may
relate to continued employment with the Company, performance of
the Company, or other restrictions, as the Committee may
determine. Each grant of Restricted Stock shall be evidenced by a
written agreement setting forth the terms of such Award.
8.2 Removal of Restrictions. The Committee may accelerate or
waive such restrictions in whole or in part at any time in its
discretion.
SECTION 9
STOCK BONUSES
9.1 Grant of Stock Bonuses. The Committee may grant a Stock
Bonus to a Participant at such times and in such amounts, and
subject to such other terms and conditions not inconsistent with
the Plan, as it shall determine. Such stock bonuses shall only be
granted in lieu of cash compensation otherwise payable to an
employee.
SECTION 10
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
10.1 General. The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject to
the provisions of this Section. The Board may not change the Plan
in a manner which would prevent outstanding Incentive Stock
Options granted under the Plan from being Incentive Stock Options
without the written consent of the optionees concerned.
Furthermore, the Board may not make any amendment which would (i)
modify the employees or class of employees eligible to
participate in the Plan, (ii) increase the number of shares of
Stock subject to Awards under the Plan pursuant to Section 5.1,
(iii) change the minimum exercise price for stock options as
provided in Section 6.2, or (iv) extend the last date on which
options may be granted, in each case without the approval of a
majority of the outstanding shares of Stock entitled to vote
thereon. No amendment or modification shall affect the rights of
any Participant with respect to a previously granted Award,
without the written consent of the Participant.
10.2 Termination of Plan. No further Options shall be
granted under the Plan subsequent to September 30, 2010, or such
earlier date as may be determined by the Board.
SECTION 11
MISCELLANEOUS PROVISIONS
11.1 Nontransferability of Awards. Except as otherwise
provided by the Committee (which can not so provide with respect
to an Incentive Stock Option), no Awards granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution.
11.2 Beneficiary Designation. Except with respect to
Incentive Stock Options, each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be
named contingent or successively) to whom any benefit under the
Plan is to be paid or by whom any right under the Plan is to be
exercised in case of his death. Each designation will revoke all
prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when
filed in writing with the Committee. In the absence of any such
designation, Awards outstanding at death may be exercised by the
Participant's surviving spouse, if any, or otherwise by his
estate.
11.3 No Guarantee of Employment or Participation. Nothing in
the Plan shall interfere with or limit in any way the right of
the Company or any Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No
Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
11.4 Tax Withholding. The Company shall have the power to
withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state, and local
withholding tax requirements on any Award under the Plan, and the
Company may defer issuance of Stock until such requirements are
satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee
shall impose, (i) to have shares of Stock otherwise issuable
under the Plan withheld by the Company or (ii) to deliver to the
Company previously acquired shares of Stock, in each case having
a Fair Market Value sufficient to satisfy all or part of the
Participant's estimated total federal, state and local tax
obligation associated with the transaction.
11.5 Change of Control. On the date of a Change of Control
(as herein defined), all outstanding Options and Stock
Appreciation Rights shall become immediately exercisable and all
restrictions with respect to Restricted Stock shall lapse. Change
of Control shall mean:
(a The acquisition (other than from the Company) by
any person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Act (excluding any acquisition or
holding by (i) the Company or its subsidiaries; (ii) the
directors of the Company as of October 4, 2000 and their
respective affiliates; (iii) any employee benefit plan of the
Company or its subsidiaries which acquires beneficial ownership
of voting securities of the Company) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Act) of
50% or more of either the then outstanding shares of common stock
or the combined voting power of the Company's then outstanding
voting securities entitled to vote generally in the election of
directors; or
(b Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the
date hereof whose election, or nomination for the election by the
Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be, for purposes of this Plan, considered as though such
person were a member of the Incumbent Board; or
(c Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, in which
the Company is not the surviving entity and with respect to which
persons who were the shareholders of the Company immediately
prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the
assets of the Company.
11.6 Agreements with Company. An Award under the Plan shall
be subject to such terms and conditions, not inconsistent with
the Plan, as the Committee may, in its sole discretion,
prescribe. The terms and conditions of any Award to any
Participant shall be reflected in such form of written document
as is determined by the Committee or its designee.
11.7 Company Intent. The Company intends that the Plan
comply in all respects with Rule 16b-3 under the Act, and any
ambiguities or inconsistencies in the construction of the Plan
shall be interpreted to give effect to such intention.
11.8 Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be required.
11.9 Effective Date. The Plan shall be effective upon its
adoption by the Board subject to approval by the Company's
shareholders at the 2000 annual shareholders' meeting.
11.10 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of
the State of Florida.
EXHIBIT 5 - OPINION OF COUNSEL
MARTIN, ADE, BIRCHFIELD & MICKLER, P.A.
One Independent Drive
Suite 3000
Jacksonville, FL 32202
October 6, 2000
Florida Rock Industries, Inc.
P.O. Box 4667
Jacksonville, FL 32201
Re: Florida Rock Industries, Inc. 2000 Stock Plan -
Registration Statement on Form S-8
Ladies and Gentlemen:
We are special counsel to Florida Rock Industries, Inc., a
Florida corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offer and sale of 750,000
shares (the "Shares') of the Company's common stock, par value
$0.10 per share, pursuant to the Florida Rock Industries, Inc.
2000 Stock Plan (the "Plan").
In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated
October 6, 2000; (c) a copy of the Company's bylaws; and (e) a
record of the proceedings of the Company relating to the
authorization of the issuance and delivery of the Shares pursuant
to the Plan. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements,
documents, certificates and other statements of governmental
officials and other instruments, and examined such questions of
law and have satisfied ourselves as to such matters of fact, as
we have considered relevant and necessary as a basis for this
opinion. We have assumed, without inquiry, the authenticity of
all documents submitted to us as originals, the genuiness of all
signatures, the legal capacity of all natural persons and the
conformity with authentic original documents of any copies
thereof submitted to us for our examinations.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Company has been incorporated under the laws of
Florida and the Company's status is active.
2. The Shares will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the Shares shall
have been issued and sold in the manner contemplated by the Plan;
and (iii) certificates representing the Shares shall have been
executed, countersigned and registered and delivered to the
purchasers thereof against payment of the agreed consideration
therefor.
We express no opinion as to the application of the
securities or "Blue Sky" laws of the various states to the sale
of the Shares.
The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent. We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the
Shares for the Company and as having prepared this opinion, and
to the use of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name as special
counsel for the Company and to any references to this firm in the
prospectus that constitutes part of the Registration Statement.
In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
MARTIN, ADE, BIRCHFIELD & MICKLER,
P.A.
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Florida Rock Industries, Inc. on Form S-8 of our
reports dated December 3, 1999, included and incorporated by
reference in the Annual Report on Form 10-K of Florida Rock
Industries, Inc. for the year ended September 30, 1999.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
October 5, 2000
