<PAGE>
REGISTRATION NO. 33-
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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HARMON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Missouri 44-0657800
(State of incorporation) (I.R.S. Employer Identification Number)
1300 Jefferson Court, Blue Springs, Missouri 64015
816/229-3345
(Address of principal executive offices)
Harmon Industries, Inc. 1988 Director Stock Option Plan
(Full title of plan)
BJORN E. OLSSON, President
1300 Jefferson Court, Blue Springs, Missouri 64015
(Name and address of agent for service)
COPY TO:
James O. Selzer, Esq.
Morrison & Hecker
2600 Grand Avenue, Kansas City, Missouri 64108
816/691-2600
816/229-3345
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.25 par value 100,000 $16.00 $1,600,000.00 $551.72
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<FN>
(1) In the event of a stock split, stock dividend, or similar transaction
involving the common stock of the Company (the "Common Stock"), the number
of shares registered hereby shall automatically be increased to cover such
additional shares as may be issued, in accordance with Rule 416(a).
(2) Includes 42,600 shares of Common Stock with respect to which unexercised
options have been granted under the 1988 Director Stock Option Plan (the
"Plan") at an average exercise price of $17.055 per share. Options for an
additional 37,000 shares of Common Stock may be offered at exercise prices
not presently determined. Pursuant to Rule 457(h), the offering price for
these additional shares of Common Stock is estimated, solely for the
purpose of determining the registration fee, based on the closing price of
the Common Stock as reported by the NASDAQ National Market System for
trading on May 26, 1995.
</TABLE>
<PAGE>
CROSS-REFERENCE SHEET SHOWING
LOCATION OF INFORMATION REQUIRED BY ITEMS OF PART I OF FORM S-3
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
----------------------- ----------------------
<S> <C>
1. Forepart of Registration Statement Forepart and Outside Front Cover Page
and Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page; Available Information; Incorporation of
Pages of Prospectus Documents by Reference; Description of Capital Stock
3. Summary Information; Risk Factor; and Not Applicable
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable -- See Cover Page of Prospectus
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Incorporation of Documents by Reference;
Description of Capital Stock
13. Disclosure of Commission and Position on Indemnification of Directors and Officers
for Securities Act Liabilities
</TABLE>
<PAGE>
RESALE PROSPECTUS FOR
COMMON STOCK ($.25 PAR VALUE)
This Prospectus relates to an aggregate of 100,000 shares of Common Stock,
$.25 par value (the "Common Stock") of Harmon Industries, Inc. (the "Company")
that may be offered from time to time by certain selling shareholders (the
"Selling Stockholders") subsequent to the exercise of stock options that have
been granted or that may in the future be granted pursuant to the Company's 1988
Director Stock Option Plan (the "Plan"). The Company's Common Stock trades on
the NASDAQ Stock Market under the symbol "HRMN". When acquired by the Selling
Stockholders as a result of the exercise of options granted pursuant to the
Plan, shares of Common Stock may be sold, from time to time, in ordinary
brokers' transactions through the NASDAQ National Market System at the price
prevailing at the time of such sales. The commission payable will be the
regular commission a broker receives for effecting such sales. Shares of Common
Stock may also be offered in block trades, private transactions, or otherwise.
The net proceeds to the Selling Stockholders will be the proceeds received by
them upon such sales, less brokerage commissions incurred in connection
therewith. The Company will receive no proceeds from the sale of such shares of
Common Stock. Information regarding the Selling Stockholders is set forth below
under the heading "Selling Stockholders". All expenses of registration incurred
in connection with this offering are being borne by the Company, but the selling
and other expenses incurred by individual Selling Stockholders will be borne by
each such person.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained in this Prospectus, and, if
given or made, any such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy securities in any state or
other jurisdiction where, or to any person to whom, it is unlawful to make such
an offer or solicitation. The delivery of this Prospectus or any sale made
hereunder shall not, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof. On May
26, 1995, the last reported sale price of the Common Stock on the NASDAQ
National Market System was $16.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY 26, 1995.
2
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
filed by the Company can be inspected and copied at the Commission's office at
450 Fifth Street, N.W., Washington, DC 20549 and the Commission's Regional
Offices in New York (75 Park Place, Room 1228, New York, New York 10007) and
Chicago (230 S. Dearborn Street, Room 3190, Chicago, Illinois 60604). Copies
of such material can be obtained from the Public Records section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at prescribed
rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed previously with the Commission are
specifically incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1994; and
(2) All other reports filed with the Commission by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994 and
prior to the date of this Prospectus;
All documents filed by the Company pursuant to Sections 13, 14, or 15(d) of
the Exchange Act after the date of this Prospectus and before the termination of
the offering contemplated herein shall be incorporated by reference into this
Prospectus and be a part hereof on the date such documents are filed by the
Company with the Commission. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any document filed subsequent to the date of this
Prospectus which also is or is deemed to be incorporated by reference, 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
Prospectus.
Any person receiving a copy of this Prospectus, including any prospective
beneficial owner of Common Stock, may obtain without charge and upon request a
copy of any and all of the documents incorporated herein by reference, except
for the exhibits to such documents. Written requests should be mailed to the
principal executive office of the Company, as follows: Harmon Industries, Inc.,
1300 Jefferson Court, Blue Springs, Missouri 64015, Attention: Mr. Charles M.
Foudree. Telephone requests may be directed to Mr. Foudree at (816) 229-3345,
which is the telephone number for the principal executive office of the Company.
3
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THE COMPANY
Harmon Industries, Inc. and its wholly-owned subsidiaries (collectively the
"Company") are leading suppliers of signal and train control products to
railroads throughout North America and the world. The Company sells its
products to Class I and short line freight railroads and to rail transit
customers. The Company designs, manufactures, markets, and services an
extensive line of products beneficial to the operating efficiency and safety of
freight railroads and rail transit systems. The Company's products include an
extensive line of railroad signal and train control systems and related
components and services. The Company emphasizes innovation and technology to
develop timely and sophisticated solutions to problems that confront its
customers. The Company also provides customized asset management services
through a warehousing and distribution business. The Company's strategy is to
utilize its technological expertise, ability to install turnkey systems, broad
product line, extensive sales network, and customer service orientation to
provide high quality products and services to its customers. The Company plans
to continue to expand and improve its product lines to meet its customers'
needs. Customer service is an important focus of all aspects of the Company's
business.
DESCRIPTION OF CAPITAL STOCK
The Company has authorized capital consisting of 20,000,000 shares of
Common Stock, $.25 par value. The shares offered by the Selling Stockholders
hereby are validly issued, fully paid, and nonassessable, have no conversion or
preemptive rights, and are not subject to redemption. In the event of
liquidation, holders of Common Stock are entitled to receive pro rata all net
assets of the Company. Holders of Common Stock are entitled to such dividends
as the Board of Directors of the Company, in its discretion, may declare out of
funds available therefor. Common Stock is the only class of securities
authorized and issued by the Company.
The Missouri Control Share Acquisition Act, as amended in 1987, imposes
limitations on the voting rights of "control shares" of an "issuing public
corporation" that are acquired in a "control share acquisition." A "control
share acquisition" is generally defined as an acquisition by any person of the
ownership of or the right to vote "control shares," which are defined as shares
owned by person who, immediately after acquisition of such shares, surpasses the
20%, 33 1/2%, or 50% levels for ownership of or voting control over outstanding
shares of a company. The approval of certain stockholder groups are required
before voting rights are restored to control shares. Such approval must be
sought by the holder of the control shares. Because the Company is an issuing
public corporation, a person holding control shares of Common Stock would have
the right to require the Company to hold a special meeting of stockholders of
the Company to consider its request for restoration of voting rights, but only
if that person undertakes to pay the expenses of the Company incurred in calling
such a meeting. Under certain circumstances, redemption rights would be
available to stockholders of the Company who vote against the restoration of
voting rights to control shares. The acquisition of shares of Common Stock
pursuant to this offering would not result in a control share acquisition. The
Company has
4
<PAGE>
not adopted any amendment to its articles or bylaws that would exempt the
Company or any of its stockholders from this statute.
Holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders, except in the
election of directors as to which cumulative voting applies. Cumulative voting
entitles each stockholder to cast a total number of votes equal to the number of
shares held by such stockholder multiplied by the number of directors to be
elected.
SELLING STOCKHOLDERS
Shares of Common Stock offered pursuant to this Prospectus have been or
will be acquired by Selling Stockholders upon the exercise of stock options
granted by the Company pursuant to the Plan.
The following table sets forth: (i) the name of each Selling Stockholder
and his or her position with the Company during the past three years; (ii) the
number of shares of Common Stock (including all shares subject to stock options)
owned beneficially by him or her as of March 17, 1995; (iii) the maximum number
of shares of Common Stock that may be offered by him or her pursuant to this
Prospectus as of the date of this Prospectus; and (iv) the number of shares of
Common Stock that will be owned by him or her ASSUMING sale of the MAXIMUM
number of shares of Common Stock offered for sale pursuant to this Prospectus.
Mr. Robert E. Harmon is the only Selling Shareholder who will own more than 1%
of the outstanding Common Stock after completion of the offering contemplated
hereby. The number of shares of Common Stock shown across from Mr. Harmon's
name in the fourth column of the following table is equal to 3.7% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
(INCLUDING ALL COMMON STOCK
SHARES SUBJECT ACQUIRED UPON COMMON
TO OPTIONS) EXERCISE OF OR STOCK TO BE
NAME AND POSITION(S) OWNED ON SUBJECT TO PLAN OWNED AFTER
WITH COMPANY MARCH 17,1995 OPTIONS OFFERING
------------ ------------- ------- --------
<S> <C> <C> <C>
Thomas F. Eagleton, Director 6,000 6,000 0
Bruce M. Flohr, Director 4,000 4,000 0
Charles M. Foudree, Director, 43,300 6,000 37,300
Executive Vice President-Finance,
Treasurer, and Secretary
Rodney L. Gray, Director 5,000 4,000 1,000
Robert E. Harmon, Chairman of 253,889 6,000 247,889
the Board of Directors and past
Chief Executive Officer
Herbert M. Kohn, Director 30,400 7,000 23,400
Douglas Wm. List, Director 13,600 7,000 6,600
Gerald E. Myers, Director 34,918 7,000 27,918
</TABLE>
5
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<TABLE>
<CAPTION>
COMMON STOCK
(INCLUDING ALL COMMON STOCK
SHARES SUBJECT ACQUIRED UPON COMMON
TO OPTIONS) EXERCISE OF OR STOCK TO BE
NAME AND POSITION(S) OWNED ON SUBJECT TO PLAN OWNED AFTER
WITH COMPANY MARCH 17,1995 OPTIONS OFFERING
------------ ------------- ------- --------
<S> <C> <C> <C>
Bjorn E. Olsson, Director, 43,000 7,000 36,000
President, Chief Executive
Officer, and past Chief
Operating Officer
Donald V. Rentz, Director 4,000 4,000 0
Judith C. Whittaker, Director 4,000 4,000 0
</TABLE>
PLAN OF DISTRIBUTION
It is anticipated that the shares of Common Stock offered hereby will be
offered by the Selling Stockholders from time to time through the NASDAQ
National Market System at the prices prevailing at the time of such sales. The
commissions payable will be the regular commissions of brokers for effecting
such sales. Shares of Common Stock may also be offered in block trades, private
transactions, or otherwise. The Selling Stockholders will pay all brokerage
commissions incurred in connection with any such sale. There is no assurance
that any of the Selling Stockholders will sell any of the shares of Common Stock
for which they have previously exercised their option to purchase, or that the
Selling Stockholders will acquire or subsequently reoffer any shares of Common
Stock that they currently have an option to acquire or that they may in the
future be granted an option to acquire. Options granted under the Plan expire
if not exercised within two years after the date of such grant. Options granted
in 1993 must be exercised by May 31, 1995, and are exercisable per share of
$13.375. Options granted in 1994 must be exercised by May 31, 1996, and are
exercisable at a price per share of $20.50. Options granted pursuant to the
Plan in the future will be exercisable at a price per share equal to the then-
prevailing NASDAQ National Market System price per share at the time of such
grant.
6
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Morrison & Hecker, 2600 Grand Avenue, Kansas City,
Missouri 64108.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as of
December 31, 1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994 have been incorporated by reference herein in reliance
on the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances against liabilities, expenses, counsel fees, and costs
reasonably incurred in connection with or arising out of any action, suit,
proceeding, or claim to which such person is made a party by reason of such
person being or having been such director or officer. Section 351.355 also
permits such persons to seek indemnification under any applicable bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise and
permits corporations to maintain insurance for officers and directors against
liabilities incurred while acting in such capacities, whether or not the
corporation would be empowered to indemnify such persons under this section.
Reference is made to the Restated Articles of Incorporation of the Company
and Article XI of the Bylaws of the Company, which provide broad indemnification
rights to the officers and directors.
The Company has entered into an Indemnity Agreement with each member of its
Board of Directors pursuant to which it indemnifies such persons against certain
liabilities.
The Company maintains a policy insuring its officers and directors against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
END OF PROSPECTUS
7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Registration Statement by
reference:
(1) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1994; and
(2) All other reports filed with the Commission by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994 and
prior to the date of this Prospectus;
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Section 13, 14, or 15 (d) of the Exchange Act
prior to any filing by the Company of a post-effective amendment indicating that
all securities offered hereby have been sold or de-registering 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 or deemed to be
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 or in any other document filed subsequently which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statements 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. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances against liabilities, expenses, counsel fees, and costs
reasonably incurred in connection with or arising out of any action, suit,
proceeding, or claim to which such person is made a party by reason of such
person being or having been such director or officer. Section 351.355 also
permits such persons to seek indemnification under any applicable bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise and
permits corporations to maintain insurance for officers and directors against
liabilities incurred while acting in such capacities, whether or not the
corporation would be empowered to indemnify such persons under this section.
Reference is made to the Restated Articles of Incorporation of the Company
and Article XI of the Bylaws of the Company, which provide broad indemnification
rights to the officers and directors.
The Company has entered into an Indemnity Agreement with each member of its
Board of Directors pursuant to which it indemnifies such persons against certain
liabilities.
<PAGE>
The Company maintains a policy insuring its officers and directors against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Certain of the shares of Common Stock offered pursuant to this Registration
Statement are properly characterized as restricted securities in the hands of
the Selling Stockholders. Such shares were offered to the Selling Stockholders
in reliance on the exemption to the registration requirements that is set forth
in Section 4(2) of the Securities Act of 1933, as amended. The offering of such
shares does not involve a public offering because the option of the Selling
Stockholders to acquire such shares is granted only once during each calendar
year and is granted only to eleven sophisticated and fully informed individuals.
The total number of shares offered the Selling Stockholders each year is
approximately one-third of one percent of the total number of shares of Common
Stock outstanding.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or are incorporated herein by
reference to the indicated documents filed by the Company (File No. 0-7916) with
the Commission.
EXHIBIT NO.
- -----------
4.1 - Harmon Industries, Inc. 1988 Director Stock Option Plan
4.2 - The Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992)
4.3 - The Bylaws of the Company (incorporated by reference to Exhibit
4.2 of the Company's Registration Statement on Form S-2 filed
with the Commission on March 22, 1993)
4.4 - Specimen Stock Certificate (incorporated by reference to Exhibit
4.3 of the Company's Registration Statement on Form S-2 filed
with the Commission on March 22, 1993)
5 - Opinion of Morrison & Hecker regarding legality of shares,
including consent
23.1 - Consent of KPMG Peat Marwick LLP
24 - Power of Attorney for certain members of the Board of Directors
of the Company
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(i) 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
disclosed previously in the Registration Statement or any material
change to such information in this Registration Statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
<PAGE>
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the security being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing a Form S-8 and has duly caused this
Registration Statement to be signed on its behalf, thereunto duly authorized, in
the City of Blue Springs, State of Missouri, on May 25, 1995.
HARMON INDUSTRIES, INC.
By: /s/ Bjorn E. Olsson
--------------------------------------------
Bjorn E. Olsson, 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 and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Bjorn E. Olsson
- --------------------------
Bjorn E. Olsson President, Chief Executive May 25, 1995
Officer, Director
/s/ Charles M. Foudree
- --------------------------
Charles M. Foudree Executive Vice President May 25, 1995
- Finance, Treasurer,
Secretary, Director
/s/ Stephen L. Schmitz
- --------------------------
Stephen L. Schmitz Vice President May 25, 1995
- Controller
/s/ Robert E. Harmon
- --------------------------
Robert E. Harmon Chairman of the Board May 25, 1995
and Director
- --------------------------
*Thomas F. Eagleton Director May __, 1995
- --------------------------
*Bruce M. Flohr Director May __, 1995
- --------------------------
*Rodney H. Gray Director May __, 1995
- --------------------------
*Herbert M. Kohn Director May __, 1995
- --------------------------
*Douglas Wm. List Director May __, 1995
<PAGE>
- --------------------------
*Gerald E. Myers Director May __, 1995
- --------------------------
*Donald V. Rentz Director May __, 1995
- --------------------------
*Judith C. Whittaker Director May __, 1995
By:/s/ Robert E. Harmon As Attorney-in-Fact for May 25, 1995
- -------------------------- the Directors whose names
Robert E. Harmon are marked by an asterisk
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT 4.1
HARMON INDUSTRIES, INC.
1988 DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The purpose of the Harmon Industries, Inc. 1988 Director
Stock Option Plan (the "PLAN") is to advance the interests of the Corporation by
encouraging and providing for the acquisition of an equity interest in the
success of the company by providing a means whereby directors of Harmon
Industries, Inc. (the "CORPORATION") may, after the establishment of the Plan,
purchase regular common stock of the Corporation under Options. These Options
will not be qualified under the Internal Revenue Code of 1986, as amended (the
"CODE"). The Board of Directors of the Corporation believes that the Plan will
enable the Corporation to attract and retain the services of highly qualified
directors upon whose judgment, interest, leadership and special efforts the
successful conduct of the Corporation's business is largely dependent.
2. NUMBER OF SHARES. Options under the Plan shall be granted annually to
each director other than the Advisory Director, of the Corporation to purchase
2,000 shares of the Corporation's regular common stock. Such options shall be
granted on the last day in May of each year, on which day the stock of the
company is traded on a public market. The aggregate number of shares of the
regular common stock of the Corporation which may be issued under Options
granted pursuant to the Plan shall not exceed 100,000 shares. Such shares may,
at the discretion of the Board of Directors, consist either in whole or in part
of shares of the Corporation's authorized but unissued regular common stock of
shares of the Corporation's authorized and issued regular common stock
reacquired by the Corporation and held in its treasury. If an Option granted
under the Plan is surrendered or for any other reason ceases to be exercisable
in whole or in part, the shares which were subject to such Option, but as to
which the Option has not been exercised, shall continue to be available under
the Plan.
3. ADMINISTRATION AND ELIGIBILITY. (a) This Plan shall be administered
by the Board of Directors. The Board of Directors shall establish rules for the
proper administration of the Plan. The Board of Directors of the Corporation
shall have the authority to grant Options hereunder, to cancel Options with the
consent of the Optionee or otherwise in accordance herewith and to impose such
conditions on the grant of an Option as it determines are appropriate.
(b) Directors, elected by the shareholders, shall be eligible to receive
Options under the Plan. Employees, who are also elected by the shareholders as
directors of the Corporation, shall be eligible to receive Options under the
Plan.
4. OPTION PRICE. The Option exercise price shall be equal to, but not be
less than, 100% of the fair market value of the regular common stock at the time
an Option is granted. "Fair market value" of any share of the Corporation's
regular common stock at any date shall be: (i) if the shares are listed on an
established stock exchange or exchanges, the last reported sale price per share
on such date on the principal exchange on which it
<PAGE>
is traded, or if no sale was made on such date on such principal exchange, at
the closing reported price on such date on such exchange; or (ii) if the shares
of stock are not then listed on an exchange, the last sales price or closing
price per share in the over-the-counter market as reported by the National
Association of Securities Dealer's, Inc. Automated Quotation System ("NASDAQ")
in the National Market System List on such date; or (iii) if the shares of
regular common stock are not then listed on an exchange or quoted on NASDAQ, an
amount determined in good faith by the Board of Directors.
5. OPTION. Each Option and all rights and obligations under it shall
expire on the last day of May, which month shall be the twenty-fourth month
after the date of grant of this Option. It is intended that the Option shall be
exercisable during a twenty-four (24) month period.
6. EXERCISE OF AN OPTION. During the period when any Option or portion
if it, remains exercisable, such option may be exercised at any time in whole or
in part. An Option granted to this Plan shall be deemed exercised, in whole or
in part, on the registered or certified mail postmark date of the Optionee's
written notice of exercise to the Corporation. Such notice shall be accompanied
by payment in full of the exercise price of the shares then being purchased.
Payment for such shares shall be tendered in cash.
7. USE OF PROCEEDS. The consideration received by the Corporation for
shares of its regular common stock issued pursuant to Options granted under the
Plan shall be credited to stated capital to the extent of the aggregate par
value of that stock. All amounts of such consideration received by the
Corporation in excess of the aggregate par value shall constitute capital
surplus.
8. ADJUSTMENTS UPON CHANGES IN STOCK. If there shall be any change in
the stock of the Corporation, subject to the Plan or to any Option granted under
it through merger, consolidation, reorganization, stock split, stock dividend of
5% or more in any year, or other change in the corporation structure,
appropriate adjustment may be made by the Board of Directors in (a) the
aggregate number of shares subject to the Plan, (b) the maximum number of shares
for which Options may be granted under it to any director, and (c) the number of
shares and the price per share subject to outstanding Options. Any stock
dividend or stock amounting to less than 5% in any one year shall not require
adjustment in the number of shares or Option price of the stock optionee under
this Plan.
9. NONTRANSFERABILITY OF OPTIONS. An Option granted under the Plan may
not be transferred except by will or the laws of the descent and distribution,
and may be exercised during the lifetime of any director only by director.
10. INVESTMENT PURPOSE. Each Option under the Plan shall be granted on
the condition that the purchases of shares of regular common stock of the
Corporation thereunder shall be for investment purposes and not with a view to
resale or distribution; and upon exercise of any Option, each Optionee shall,
upon request of the
<PAGE>
Corporation, execute an instrument prepared by the Corporation evidencing such
investment intent. The stock certificates issued pursuant to the exercise of
any Option shall bear the following restrictive legend:
"The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933. The shares may not be sold or transferred in the absence of
such registration or an exemption therefrom under said Act."
11. SUSPENSION OR TERMINATION OF PLAN. The Board of Directors may at any
time suspend or terminate the Plan. No Option may be granted during such
suspension or after such termination of this plan. The suspension or
termination of the Plan shall not, without the Optionee's consent, alter or
impair any rights or obligations under any Option previously granted under the
Plan.
12. AMENDMENT OF PLAN. The Board of Directors may at any time amend the
Plan in such respects as the Board of Directors may deem advisable, or in order
to conform to any change in the law, or in any other respect which the Board of
Directors may deem to be in the best interest of the Corporation; provided,
however, that no such amendment shall, without further approval of the
stockholders of the Corporation (except as provided in Section 8): (a) increase
the aggregate number of shares of regular common stock of the Corporation which
may be issued under Options granted pursuant to the Plan or the maximum number
of shares for which an Option or Options may be granted under the Plan to any
one director, (b) change the minimum Option purchase price; or (c) increase the
maximum period during which the Options may be exercised. Any amendment to the
Plan shall not, without the director-optionee's consent, alter or impair any
rights or obligations under any Option therefore granted under this Plan.
<PAGE>
May 23, 1995
Harmon Industries, Inc.
1300 Jefferson Court
Blue Springs, Missouri 64015
Re: Registration Statement on Form S-8
100,000 Shares of Common Stock
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on Form S-8 for
Harmon Industries, Inc. (the "Company") relating to both the issuance pursuant
to the Harmon Industries, Inc. 1988 Director Stock Option Plan ("Plan") and the
subsequent reoffering and resale of shares of common stock of the Company, par
value $.25 per share (the "Shares"), you have requested our opinion on the
legality of the Shares being issued thereunder. We have examined the Articles
of Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, minutes of applicable meetings of the Board of Directors and
Stockholders, the Plan, and such other records and documents, together with
applicable certificates of public officials, that we have deemed relevant to
this opinion.
Based on the foregoing, it is our opinion that:
All necessary corporate actions have been taken to authorize the issuance
and sale of 100,000 Shares in the manner and as provided for in the Registration
Statement on Form S-8, and when such Registration Statement becomes effective
and the Shares are issued and the payment received therefore in accordance with
the Plan, the Shares will be validly issued, fully paid, and nonassessable.
<PAGE>
Harmon Industries, Inc.
May 23, 1995
Page Two
We hereby consent to the reference to our firm in the Registration
Statement on Form S-8, and consent to the filing of this letter, or copies
hereof, as an exhibit to such Registration Statement.
Very truly yours,
/s/ Steven S. Carman
--------------------
MORRISON & HECKER
<PAGE>
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Harmon Industries, Inc. and Subsidiaries:
We consent to incorporation by reference in the registration statement on Form
S-8 of our report dated February 3, 1995 relating to the consolidated balance
sheets of Harmon Industries, Inc. and subsidiaries as of December 31, 1994 and
1993 and the related consolidated statements of earnings, stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1994, and all related schedules, which report appears in the December 31, 1994
annual report on Form 10-K of Harmon Industries, Inc. and subsidiaries.
KPMG Peat Marwick LLP
Kansas City, Missouri
May 23, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Harmon Industries, Inc., a Missouri corporation (the "Company"),
intends to file with the Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 (the "Registration Statement"), including a Prospectus and a Resale
Prospectus, and any amendments thereto as may be required by the Commission
pursuant to the Act and the rules and regulations of the Commission promulgated
thereunder, along with any and all exhibits and other documents relating
thereto, which filing will be in connection with the registration of shares of
the Company's common stock, par value $0.25 per share ("Common Stock") to be
issued pursuant to the exercise of the Company's 1988 Director Stock Option
Plan;
NOW, THEREFORE, the undersigned, in their capacities as members of the
Board of Directors of the Company, do hereby appoint Robert E. Harmon their true
and lawful attorney, with full power of substitution and resubstitution, to
execute in the name, place and stead in the capacity as a director of the
Company, the Registration Statement and any and all amendments to such
Registration Statement, and all instruments necessary or incidental in
connection therewith and to file the same with the Commission. The attorney
shall have full power and authority to do and perform in the name and on behalf
of the undersigned in any and all capacities every act whatsoever necessary or
desirable to be done in the premises as fully and to intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and
approving the acts of said attorney.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
_____ day of ________________, 1995.
/s/ Bruce M. Flohr /s/ Douglass List
- ------------------------------- -------------------------------
Bruce M. Flohr Douglass Wm. List
/s/Herbert M. Kohn /s/ Rodney L. Gray
- ------------------------------- -------------------------------
Herbert M. Kohn Rodney L. Gray
/s/Donald V. Rentz /s/Gerald E. Myers
- ------------------------------- -------------------------------
Donald V. Rentz Gerald E. Myers
/s/Thomas F. Eagleton /s/Judith C.Whittaker
- ------------------------------- -------------------------------
Thomas F. Eagleton Judith C. Whittaker
