______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________
HON INDUSTRIES Inc.
(Exact name of registrant as specified in its charter)
Iowa 42-0617510
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
(Address of principal executive offices, including zip code)
_______
1994 MEMBERS' STOCK PURCHASE PLAN
(Full Title of the Plan)
_______
A. Mosby Harvey, Jr.
Vice President, General Counsel and Secretary
HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
(Name and address of agent for service)
_______
(319) 264-7400
(Telephone number, including area code, of agent for service)
_______
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to Proposed maximum Proposed Amount of
securities be offering price maximum registration
to be registered per share aggregate fee
registered offering price
<S> <C> <C> <C> <C>
Common
Stock, 500,000 $30.25<F1> $15,125,000<F1> $5,216.00
$1.00 par
value
<FN>
<F1> Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, on
the basis of the average of the high and low prices of such securities on the
Nasdaq National Market System on June 14, 1994.
</FN>
</TABLE>
Total Number of Pages is 19.
Exhibit Index Appears on Page 8.<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference: the Annual Report
of HON INDUSTRIES Inc. (the "Company") on Form 10-K for the fiscal year ended
January 1, 1994; the Company's quarterly report on Form 10-Q for the fiscal
quarter ended April 2, 1994; and the description of Common Stock contained in
its S-1 Registration Statement (Registration No. 2-24569) which description is
incorporated in Item 1 of its Registration Statement on Form 8-A (File No.
0-2648, filed May 1, 1967), and all amendments and reports filed for the
purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
As permitted by the Iowa Business Corporation Act ("IBCA"), the
Company's Articles of Incorporation (the "Articles") provide that no director
shall be personally liable to the Company or any stockholder for monetary
damages for breach of fiduciary duty as a director, except for: (i) a breach
of the director's duty of loyalty to the Company or its shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law; (iii) a transaction from which the director
derived an improper personal benefit; or (iv) an improper act related to the
payment of dividends or approval of a stock purchase in violation of Section
833 of the IBCA. While the Articles provide protection from awards for
monetary damages for breaches of the duty of care, it does not eliminate the
director's duty of care. Accordingly, the Articles will not affect the
availability of equitable remedies, such as an injunction, based on a
director's breach of the duty of care.
In addition, the Company's By-Laws provide that the Company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding (whether
civil, criminal, administrative, or investigative including, without
limitation, an action or suit by or in the right of the Company (collectively,
"Action")) by reason of the fact that he or she is or was a director, officer,
employee, member, if any, volunteer, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, partner,
trustee, employee, member, if any, volunteer, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan (each a "Qualified Person"). The indemnification, which
may be made in any manner not prohibited by Iowa law, may be against expenses
(including attorneys' fees), judgments, fines and amounts paid or incurred in
settlement which the Qualified Person actually and reasonably incurred in
connection with the Action. Indemnification shall not be provided in any case
for (i) a breach of a person's duty of loyalty to the Company; (ii) acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of the law; (iii) a transaction from which the person derives an
improper personal benefit; or (iv) proceedings by or in the right of the
Company unless permitted by the IBCA. The By-Laws also provide that a
Qualified Person shall be indemnified against actually and reasonably incurred
expenses in connection with any Action to the extent such Qualified Person has
been successful on the merits or otherwise in defense of such Action or in the
defense of any claim, issue or matter therein.
The Company has director and officer liability insurance in the amount
of $20,000,000, under which each director and each of certain officers of the
Company is insured against certain liabilities.
Item 8. Exhibits
4.1 Articles of Incorporation, as amended, incorporated by
reference to Exhibit (3)(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988.
4.2 By-Laws, as amended, incorporated by reference to Exhibit (3) to
the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993.
4.3 1994 Members' Stock Purchase Plan.
4.4 Rights Agreement dated as of July 7, 1988 between the Company
and First Chicago Trust Company of New York, incorporated by
reference to Exhibit 1 to Registration Statement on Form 8-A
filed July 12, 1988, as amended by amendment dated as of May 1,
1990, incorporated by reference to Exhibit 1 to Amendment No. 1
to Registration Statement on Form 8-A filed May 30, 1990.
5.1 Opinion of Jeffrey D. Fick, Senior Counsel, HON INDUSTRIES Inc.
as to the validity of securities registered hereunder.
23.1 Consent of Jeffrey D. Fick, Senior Counsel, HON INDUSTRIES Inc.
(set forth in his opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
<PAGE>
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: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) 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; provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Registration Statement, 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 securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 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 Muscatine, State of Iowa, on
June 16, 1994.
HON INDUSTRIES Inc.
BY: /s/ Stanley M. Howe
Stanley M. Howe
Chairman of the Board
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 June 16, 1994.
/s/ Stanley M. Howe /s/ Jack D. Michaels
Stanley M. Howe Jack D. Michaels
Chairman of the Board President and CEO,
and Director Principal Executive
Officer, and Director
/s/ Melvin L. McMains /s/ Robert W. Cox
Melvin L. McMains Robert W. Cox
Controller and Principal Director
Accounting Officer<PAGE>
/s/ W. James Farrell /s/ Austin T. Hunt, Jr.
W. James Farrell Austin T. Hunt
Director Director
/s/ Lee Liu /s/ Celeste C. Michalski
Lee Liu Celeste C. Michalski
Director Director
/s/ Michael S. Plunkett /s/ Herman J. Schmidt
Michael S. Plunkett Herman J. Schmidt
Director Director
/s/ Richard H. Stanley /s/ Jan K. Ver Hagen
Richard H. Stanley Jan K. Ver Hagen
Director Director
/s/ Lorne R. Waxlax
Lorne R. Waxlax
Director
The undersigned by signing his name hereunto has hereby signed this
Registration Statement on behalf of the above-named officers and directors, on
June 16, 1994, pursuant to a power of attorney executed on behalf of each such
officer and director and filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement.
By: /s/ Jack D. Michaels
Jack D. Michaels<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequential
Number Description Page Number
<S> <C> <C>
4.1 Articles of Incorporation, 4
as amended, incorporated by
reference to Exhibit (3)(a) to
the Company's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1988.
4.2 By-Laws, as amended, 4
incorporated by reference to
Exhibit (3) to the Company's
Annual Report on Form 10-K for
the fiscal year ended
January 2, 1993.
4.3 1994 Members' Stock Purchase 9
Plan.
4.4 Rights Agreement dated as of 4
July 7, 1988 between the
Company and First Chicago Trust
Company of New York,
incorporated by reference to
Exhibit 1 to Registration
Statement on Form 8-A filed
July 12, 1988, as amended by
amendment dated as of May 1,
1990, incorporated by reference
to Exhibit 1 to Amendment No. 1
to Registration Statement on
Form 8-A filed May 30, 1990.
5.1 Opinion of Jeffrey D. Fick, 16
Senior Counsel, HON INDUSTRIES Inc.
as to the validity of securities
registered hereunder.
23.1 Consent of Jeffrey D. Fick, 16
Senior Counsel, HON INDUSTRIES Inc.
(set forth in their opinion filed
as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of Independent Auditors. 17
24 Powers of Attorney. 18
</TABLE>
Exhibit 5.1
May 27, 1994
HON INDUSTRIES Inc.
414 E. Third Street
P.O. Box 1109
Muscatine, IA 52761-7109
Re: 1994 Members' Stock Purchase Plan
Ladies and Gentlemen:
I have acted as counsel for HON INDUSTRIES Inc., an Iowa corporation (the
"Company"), in connection with the 1994 Members' Stock Purchase Plan (the
"Plan"). I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereupon I am of the
opinion that the shares of Common Stock, $1.00 par value per share, that may
be issued or transferred and sold pursuant to the Plan will be, when issued or
transferred and sold in accordance with the Plan, duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the shares to be issued and sold pursuant to the Plan under the Securities
Act of 1933.
Sincerely,
/s/ Jeffrey D. Fick
Jeffrey D. Fick
Senior Counsel
JDF/jap
Exhibit 4.3
HON INDUSTRIES INC.
1994 MEMBERS' STOCK PURCHASE PLAN
Adopted on May 10, 1994. Amended on May 19, 1994.
SECTION 1. PURPOSE.
This 1994 Members' Stock Purchase Plan (the "Plan") is intended to
advance the interests of HON INDUSTRIES Inc. (the "Company") and its
Shareholders by strengthening the Company's ability to attract and retain
members who have training, experience, and ability to enhance the
profitability of the Company and to reward members of the Company and its
subsidiaries upon whose judgment, initiative, and effort the successful
conduct and development of their business largely depend. It is further
intended that options issued pursuant to this Plan shall constitute options
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a committee (the "Committee") of not
less than three members of the Board of Directors appointed by the Board of
Directors, each of whom is a "disinterested person" within the meaning of Rule
16b-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"). The Committee may be, but not need be, the Human Resources and
Compensation Committee. The majority of the Committee shall constitute a
quorum, and the action of a majority of the members of the Committee present
at any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the acts of the Committee.
The interpretation and construction by the Committee of any provision of
the Plan or of any option granted under it shall be final. The Committee may
establish any policies or procedures which in the discretion of the Committee
are relevant to the operation and administration of the Plan and may adopt
rules for the administration of the Plan. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted under it.
SECTION 3. ELIGIBILITY.
Each member (as defined below) of the Company or of any subsidiary (as
defined below) of the Company who has been employed by the Company or by a
subsidiary of the Company for one year or more on any grant date (as defined
below) shall be offered options under the Plan to purchase the Company's
common stock, par value $1.00 per share ("Common Stock"), except that no
member shall be granted an option under the Plan if, immediately after the
option was granted, such member would own stock possessing 5 percent or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company. For purposes of this paragraph,
stock ownership of an individual shall be determined under the rules of
Section 424(d) of the Code, and stock which the member may purchase under
outstanding options shall be treated as owned by the member.
For purposes of the Plan, the term "member" shall not include a member
whose customary employment is less than 20 hours per week or a member of a
collective bargaining unit that has elected not to participate in the Plan. A
member who is a member of such a collective bargaining unit will not be
eligible to participate in the Plan as long as the unit's election not to
participate is outstanding. A unit's election shall be deemed to be
outstanding until such time that the unit provides written notice to the
Company revoking its election not to participate in the Plan.
For purposes of the Plan, the term "subsidiary" means any division or
wholly owned subsidiary either of the Company or of any wholly owned
subsidiary of the Company. For purposes of the Plan, the term "Grant Date"
means the first business day of each fiscal quarter of the Company during
which this Plan is effective. The first Grant Date under this Plan will be
July 5, 1994.
SECTION 4. PARTICIPATION.
(a) An eligible member shall evidence his or her acceptance of the
option by completing a written agreement (the "Subscription and Authorization
Form") provided by the Committee and filing it as directed by the Committee at
least 10 days before the applicable Grant Date. Once a member provides the
Committee with the Subscription and Authorization Form, he or she continues as
participant in the Plan until he or she withdraws from the Plan by providing
written notice to the Company at least ten days before any exercise date (as
defined in Section 6(c) of the Plan).
(b) In the Subscription and Authorization Form, an eligible member shall
subscribe for any whole dollar amount of Common Stock subject to the following
limitations: (i) the whole dollar amount shall not exceed 20 percent of his
or her compensation (as defined below); (ii) if the number of shares of Common
Stock computed in accordance with the foregoing includes a fraction, such
number shall be rounded down to the next whole number; and (iii) the maximum
number of shares of Common Stock covered by the option shall not exceed 2,000
shares of the Company's Common Stock. All unused payments representing
fractional shares credited a member's account will be applied towards the
option price of the option for the next succeeding term. Any other unused
payments shall be returned to the member within a reasonable period of time.
For purposes of this Plan, the term "compensation" means gross earnings
shown on a member's most recent W-2 form prior to the date the option is
granted (adjusted to an annual rate, if the W-2 form covers less than 12
calendar months) and does not include any deferred compensation.
<PAGE>
SECTION 5. STOCK.
The stock subject to the options granted under the Plan shall be shares
of authorized but unissued or reacquired Common Stock. Subject to the
provisions of Section 6(h), the aggregate number of shares which may be
purchased under the Plan shall not exceed 500,000 shares of Common Stock. In
the event that the number of shares subject to options to be granted pursuant
to any offering under the Plan exceeds the number of shares available to be
purchased under the Plan, the shares available to be purchased shall be
allocated on a pro rata basis among the options to be granted.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
Options granted pursuant to the Plan shall be evidenced by a Subscription
and Authorization Form in such form as the Committee shall from time to time
approve, provided that all members granted such options shall have the same
rights and privileges (except as otherwise provided in Section 4(b) and
subparagraphs (b) and (d) below), and provided further that such options shall
comply with and be subject to the following terms and conditions:
(a) Option Price. The option price shall be an amount equal to 85
percent of the fair market value of such stock on the exercise date (as
defined in Section 6(c) of the Plan). During such time as the Common Stock is
quoted as a National Market Issue on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the fair market value per share
shall be the closing price of the Common Stock as quoted by NASDAQ on the
exercise date (as defined in Section 6(c) of the Plan). If the Common Stock
is listed on a national securities exchange or exchanges, such fair market
value shall be the highest closing price of the Common Stock on such
securities exchange or exchanges on the day the option is exercised or, if no
sale of the Common Stock shall have been made on any securities exchange on
that day, on the next preceding day on which there was a sale of such Stock.
Subject to the foregoing, the Committee shall have full authority and
discretion in fixing the option price.
(b) Medium and Time of Payment. The option price shall be payable in
full in United States dollars, pursuant to uniform policies and procedures
established by the Committee, not later than the exercise date (as defined in
Section 6(c) of the Plan) of such option. The funds required for such payment
may be derived by (i) regular withholding from a member's compensation in
approximately equal installments over the term of the option or such other
period as may be approved by the Committee, subject to minimum payroll
deductions of $5.00 for members paid weekly; $12.50 for members paid
semimonthly; and $25.00 for members paid monthly or less frequently or (ii) a
lump-sum payment subject to a minimum amount as determined by the Committee.
No interest shall accrue on the Company funds held by the Company. A member
shall have the right to cancel his or her option in whole and to obtain a
refund of amounts withheld from his or her compensation or paid in a lump-sum
to the Company by submitting a written request to the Company at least 10 days
before any exercise date (as defined in Section 6(c) of the Plan). Such
amounts shall thereafter be paid to the member within a reasonable period of
time. No interest shall accrue on such amounts. (As amended May 19, 1994.)
(c) Term of Option. The date on which the Common Stock to which an
option pertains is to be purchased by the optionee (the "Exercise Date") shall
be the last business day of the fiscal quarter in which the Grant Date occurs.
Except to the extent an option has been cancelled by the optionee prior to the
Exercise Date, it shall be deemed automatically exercised on the Exercise Date
to the extent of payments received from the optionee.
(d) Accrual Limitation. No option shall permit the rights of an
optionee to purchase stock under all "employee stock purchase plans" (as
defined in the Code) of the Company to accrue at a rate which exceeds $25,000
of fair market value of such stock (determined at the time the option is
granted) for each calendar year in which the option is outstanding at any
time. For purposes of this Section 6(d) -- (i) the right to purchase stock
under an option accrues when the option (or any portion thereof) first becomes
exercisable during the calendar year; (ii) the right to purchase stock under
an option accrues at the rate provided in the option, but in no case may such
rate exceed $25,000 of fair market value of such stock (determined at the time
such option is granted) for any one calendar year; and (iii) a right to
purchase stock which has accrued under an option granted pursuant to the Plan
may not be carried over to any other option.
(e) Termination of Employment. If an optionee ceases to be employed by
the Company or a subsidiary:
i. Because of retirement or disability, he or she may elect to
continue making payments equal to the rate of payroll deductions or lump-sum
payments made before retirement or disability until the first Exercise Date
following retirement or disability; or otherwise the accumulated payment in
his or her account at the time of retirement or disability will be applied to
purchase shares at the applicable purchase price, unless the Company is
otherwise notified in writing.
ii. For any other reason, the total unused payments credited to his
or her account will promptly be refunded without interest, and he or she will
have no other rights or options under the Plan.
(f) Transferability. Neither payments credited to an optionee's account
nor any rights to receive Common Stock under the Plan may be transferred by an
optionee except by the laws of descent and distribution. Any such attempted
transfer will be without effect, except that the Company may treat such act as
an election by the optionee to withdraw in accordance with Section 6(b). Each
account will be subject to liens, attachments, and garnishments pursuant to
judgments against the optionee in the same manner as wages earned by the
optionee. Options may not be exercised during an optionee's lifetime except
by the optionee, or in the event of the optionee's legal incapacity by his or
her guardian or legal representative acting in a fiduciary capacity on behalf
of the optionee under state law and court supervision.
<PAGE>
(g) Death and Designation of Beneficiary. An optionee may file with the
Company a written designation of beneficiary and may change such designation
of beneficiary at any time by written notice to the Company. On the death of
an optionee, the elections provided on termination of employment for
retirement or disability may be exercised by the optionee's beneficiary,
executor, administrator, or other legal representative.
(h) Adjustments. The Committee may make or provide for such adjustments
in the option price and in the number or kind of shares of the Common Stock or
other securities covered by outstanding options or available for awards as the
Committee in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
optionees that would otherwise result from (i) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company; (ii) any merger, consolidation, spin-off, split-off,
spin-out, split-up, separation, reorganization, partial or complete
liquidation, or other distribution of assets, issuance of rights or warrants
to purchase stock; or (iii) any other corporate transaction or event having an
effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for any or all outstanding awards under this Plan such
alternative consideration as it, in good faith, may determine to be equitable
in the circumstances and may require in connection therewith the surrender of
all awards so replaced, except that in no event shall the Committee substitute
such alternative consideration that would disqualify this Plan as an "employee
stock purchase plan" within the meaning of Section 423 of the Code.
The grant of an option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassification,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate, or sell or transfer all or any part
of its business or assets.
(i) Rights as a Shareholder. An optionee shall have no rights as a
Shareholder with respect to any Common Stock covered by his or her option
until the Exercise Date following payment in full. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date of such exercise, except as provided in Section 6(h) of the
Plan.
(j) Share Restrictions. All shares for which options are exercised
shall be restricted for a period of five years from the Exercise Date (the
"Restriction Period") as to sale or disposal as follows: (i) before the
optionee can sell or dispose of such shares to a third party, the optionee
must first offer such shares for sale in writing to the Company; (ii) on or
before the end of the third business day after the Company receives such
writing, the Company shall notify the optionee whether it will accept or
decline the offer to sell; (iii) if the Company accepts the offer, the sale of
any such shares by the optionee to the Company, if sold within one year
following the optionee's purchase, shall be at a price equal to the lower of
the price paid by the optionee for such shares or the closing price on the
date such shares are offered for sale, as quoted by NASDAQ; or, if sold more
than one year following the optionee's purchase, the closing price on the date
such shares are offered for sale, as quoted by NASDAQ; and (iv) notice of this
restriction shall be provided by a legend typed or printed on the certificate
or certificates representing such shares. Notwithstanding the foregoing, an
optionee may transfer such shares during the Restriction Period to a spouse,
child, lineal descendant, or a trust for the benefit of any such persons, if
such shares have been held by the optionee for a period of at least two years
from the Grant Date and one year from the Exercise Date. If shares are
transferred to a spouse, child, lineal descendant, or a trust for the benefit
of any such persons during the Restriction Period, the above restrictions on
sale or disposal shall apply to such spouse, child, lineal descendant, or
trust during the remainder of the Restriction Period.
(k) Nondistribution Purpose. Unless and until the Common Stock subject
to options under the Plan is registered under the Securities Act of 1933, as
amended (the "Securities Act"), each option under the Plan shall be granted on
the condition that the purchases of stock thereunder shall be not with a view
to resale or distribution or any participation therein. Resales of such stock
without registration under the Securities Act may not be made unless, in the
opinion of counsel for the Company, such resale is permissible under the
Securities Act and any other applicable law, regulation, or rule of any
governmental agency.
(l) Other Provisions. The option agreements authorized under the Plan
shall contain such other provisions as the Committee may deem advisable,
provided that no such provisions may in any way be in conflict with the terms
of the Plan.
SECTION 7. TERM OF PLAN.
Options shall be granted pursuant to the Plan within a period of ten
years from the date the Plan is adopted by the Board of Directors.
SECTION 8. AMENDMENT OF THE PLAN.
The Plan may be amended from time to time by the Committee, but without
further approval of the Shareholders, no such amendment shall increase the
aggregate number of shares of Common Stock that may be issued and sold under
the Plan (except that adjustments authorized by Section 6(h) of the Plan shall
not be limited by this provision) or materially modify the requirements as to
eligibility for participation in the Plan as determined under Rule 16b-3 of
the Exchange Act. Furthermore, the Plan may not, without further approval of
the Shareholders, be amended in any manner that would cause options issued
under it to fail to meet the requirements applicable to "employee stock
purchase plans" as defined in Section 423 of the Code or cause transactions
under the Plan to cease to qualify as exempt transactions under Rule 16b of
the Exchange Act.
<PAGE>
SECTION 9. APPROVAL OF SHAREHOLDERS.
The Plan shall not take effect until approved by vote of the holders of a
majority of the total number of outstanding shares of Common Stock present in
person or by proxy at a meeting at which a quorum is present in person or by
proxy, which approval must occur within the period of 12 months after the date
the Plan is adopted by the Board of Directors.
SECTION 10. RULE 16b-3 TRANSITION.
The Plan is intended to comply with and be subject to Rule 16b-3 under
the Exchange Act as in effect prior to May 1, 1991. All references herein to
Rule 16b-3 shall be deemed to refer to Rule 16b-3 as in effect prior to May 1,
1991. The Committee may at any time elect that the Plan shall be subject to
Rule 16b-3 as in effect on and after May 1, 1991 at and after which time all
references herein to Rule 16b-3 shall be deemed to refer to Rule 16b-3 as in
effect on and after May 1, 1991.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the 1994 Members' Stock Purchase Plan of
HON INDUSTRIES Inc. of our report dated February 11, 1994, with respect to the
consolidated financial statements and related schedules of HON INDUSTRIES Inc.
included in the Annual Report (Form 10-K) for the year ended January 1, 1994.
/s/ ERNST & YOUNG
ERNST & YOUNG
Chicago, Illinois
June 14, 1994
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and Director of HON INDUSTRIES Inc., an
Iowa corporation (the "Company"), does hereby constitute and appoint Stanley
M. Howe, Jack D. Michaels, R. Michael Derry, and A. Mosby Harvey, Jr., and
each of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form S-8
relating to the registration of shares of the Company's common stock, $1.00
par value, pursuant to the Company's 1994 Members' Stock Purchase Plan and to
file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May,
1994.
/s/ Stanley M. Howe /s/ Jack D. Michaels
Stanley M. Howe Jack D. Michaels
/s/ Richard H. Stanley
Richard H. Stanley
(Each of the above Officers and Directors signed an individual copy of the
above Power of Attorney.)
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a Director of HON INDUSTRIES Inc., an Iowa
corporation (the "Company"), does hereby constitute and appoint Stanley M.
Howe, Jack D. Michaels, R. Michael Derry, and A. Mosby Harvey, Jr., and each
of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-8 relating
to the registration of shares of the Company's common stock, $1.00 par value,
pursuant to the Company's 1994 Members' Stock Purchase Plan and to file the
same, with exhibits and schedules thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary or desirable to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May,
1994.
/s/ Robert W. Cox /s/ W. James Farrell
Robert W. Cox W. James Farrell
/s/ Lee Liu /s/ Celeste C. Michalski
Lee Liu Celeste C. Michalski
/s/ Michael S. Plunkett /s/ Herman J. Schmidt
Michael S. Plunkett Herman J. Schmidt
/s/ Jan K. Ver Hagen /s/ Lorne R. Waxlax
Jan K. Ver Hagen Lorne R. Waxlax
(Each of the above Directors signed an individual copy of the above Power of
Attorney.)
