<PAGE> 1
As filed with the Securities and Exchange Commission on September 28, 1994
Registration No. 33-___________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KATY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1277589
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
6300 S. SYRACUSE WAY, SUITE 300
ENGLEWOOD, COLORADO 80111
(Address of Principal Executive Offices)(Zip Code)
KATY INDUSTRIES, INC. 1994 KEY EMPLOYEE
AND DIRECTOR STOCK PURCHASE PLAN
(Full title of the plan)
JOHN R. PRANN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6300 S. SYRACUSE WAY, SUITE 300
ENGLEWOOD, COLORADO 80111
TELEPHONE: (303) 290-9300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Bruce L. Rogers, Esq.
Kirkland & Ellis
1999 Broadway, Suite 4000
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered price per share(1) aggregate offering price(1) registration fee(2)
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 75,000 $9.875 $740,625 $256
</TABLE>
(1) Calculated pursuant to Rule 457(h), based on an assumed price of
$9.875 per share, which represents the average of the high and low
prices of such securities reported in the consolidated reporting
system on September 23, 1994.
(2) Registration fee is calculated on the basis of 1/29 of 1% of the
proposed maximum aggregate offering price of $740,625.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIREMENT IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Katy
Industries, Inc. (the "Registrant") for the year ended December 31, 1993, filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by
the Registrant document referred to in (a) above.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities then offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and 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 subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of the State
of Delaware permits a Delaware corporation to limit the personal liability of
its directors in accordance with the provisions set forth therein. The Amended
and Restated Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the fullest extent
permitted by applicable law.
Section 145 of the General Corporation Law of the State of
Delaware contains provisions permitting Delaware corporations to indemnify
directors, officers, employees or agents against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person was or is a director, officer, employee or
agent of the corporation provided that (i) such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was unlawful. In
the case of actions or suits by or in the right of the corporation, no
indemnification shall be made in a case in which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
have determined upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses. Indemnification as
described above shall only be granted in a specific case upon a determination
that indemnification is proper in the circumstances because the indemnified
person has met the applicable standard of conduct. Such determination shall be
made (a) by a majority of a quorum of directors who were not parties to such
proceeding, (b) if such quorum cannot be obtained or if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion or (c) by the stockholders of the corporation. The Amended and
Restated Certificate of Incorporation and the By-Laws of the Registrant provide
for indemnification of its directors and officers to the fullest extent
permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index that immediately
precedes the exhibits filed with this Registration Statement.
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;
(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 the undertakings set forth in
paragraphs (i) and (ii) above 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 section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
- 3 -
<PAGE> 5
(b) The undersigned Registrant hereby further undertakes
that, for the purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as the 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 by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE> 6
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 of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on the 27th day of
September, 1994.
KATY INDUSTRIES, INC.
By: /s/ JOHN R. PRANN, JR.
John R. Prann, Jr.,
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John R. Prann, Jr. and Paul
Kurowski, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the following
persons in the capacities and as of the date indicated.
- 5 -
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ PHILIP E. JOHNSON Chairman of the Board September 27, 1994
------------------------------------------
Philip E. Johnson
/s/ JOHN R. PRANN, JR. President, Chief Executive Officer September 27, 1994
------------------------------------------ and Director
John R. Prann, Jr.
/s/ PAUL KUROWSKI Chief Financial Officer, Treasurer September 27, 1994
------------------------------------------ and Secretary (Principal Financial
Paul Kurowski and Accounting Officer)
Director
------------------------------------------
Lelia Carroll
Director
------------------------------------------
Lutz Raettig
/s/ JACOB SALIBA Director September 27, 1994
------------------------------------------
Jacob Saliba
/s/ CHARLES W. SAHLMAN Director September 27, 1994
------------------------------------------
Charles W. Sahlman
Director
------------------------------------------
Wallace E. Carroll, Jr.
/s/ ARTHUR R. MILLER Director September 27, 1994
------------------------------------------
Arthur R. Miller
/s/ WILLIAM F. ANDREWS Director September 27, 1994
------------------------------------------
William F. Andrews
Director
------------------------------------------
Denis H. Carroll
/s/ WILLIAM H. MURPHY Director September 27, 1994
------------------------------------------
William H. Murphy
/s/ DANIEL B. CARROLL Director September 27, 1994
------------------------------------------
Daniel B. Carroll
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
<S> <C> <C>
4.1 Katy Industries, Inc. 1994 Key Employee and Director Stock Purchase Plan
5.1 Opinion of Kirkland & Ellis
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Kirkland & Ellis - included in Exhibit 5.1
25.1 Powers of Attorney - included in Part II of Registration Statement
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
KATY INDUSTRIES, INC.
1994 KEY EMPLOYEE AND DIRECTOR STOCK PURCHASE PLAN
Section 1. Purpose
The purpose of the Katy Industries, Inc. 1994 Key Employee and
Director Stock Purchase Plan (the "Plan") is to establish an immediate
stockholder perspective in key management employees and directors by their
purchase of shares of Common Stock of Katy Industries, Inc. (the "Company")
currently held in treasury by the Company and to secure for the Company and its
stockholders the benefits of the incentive interest in the ownership of Common
Stock by current and future key management employees and directors.
Section 2. Definitions
As used in this Plan the following words and terms shall have
the respective meanings ascribed to them below:
"Applicable Federal Short-Term Rate" means the applicable
Federal short-term rate, compounded semi-annually, provided by the Internal
Revenue Service on a monthly basis, as published in The Wall Street Journal.
"Board of Directors" means the board of directors of Katy
Industries, Inc.
"Company" means Katy Industries, Inc. and any successor
corporation.
"Compensation Committee" means the compensation committee of
the Board of Directors.
"Loan" means the loan or loans made at any time and from time
to time by the Company to a Participant to be used by the Participant for the
sole purpose of enabling or assisting the Participant to purchase Shares from
the Company pursuant to the Plan.
"Market Value" means the weighted mathematical average for all
Shares traded on the New York Stock Exchange for the five trading days
immediately preceding the commencement of the Offering Period or the Repurchase
Date, as the case may be. For the purpose of this definition, "trading day"
means a day on which the New York Stock Exchange is open for business and on
which Shares are traded.
"Offering Period" means the period of sixty (60) days
established by the Compensation Committee during which a Participant may apply
for a Loan and elect to purchase a number of
<PAGE> 2
Shares not to exceed the number designated as available to such Participant by
the Compensation Committee.
"Participant" means a person who is an employee, officer
and/or director of a Participating Company and is designated by the Board of
Directors as being eligible to participate in the Plan.
"Participating Company" means with respect to each
Participant, the Company and any subsidiary or affiliated company by which such
Participant is regularly employed or serves as a director and which has been
authorized by the Board of Directors as being entitled to participate in the
Plan. A "subsidiary" is a company in which the Company directly or indirectly
may exercise voting rights with respect to more than fifty percent (50%) of the
issued and outstanding voting shares. An "affiliated company" is a company
other than a subsidiary in which the Company directly or indirectly may
exercise voting rights with respect to a substantial percentage of the issued
and outstanding voting shares and is designated by the Board of Directors as an
affiliated company.
"Plan" means the Katy Industries, Inc. 1994 Key Employee and
Director Stock Purchase Plan.
"Prime Rate" means the rate quoted by Harris Trust and Savings
Bank as its prime rate.
"Repurchase Date" means the date on which the Company elects
to repurchase Shares from a Participant pursuant to Section 6.05.
"Shares" means the shares of the Company's Common Stock, par
value $1.00 per share, and any shares or securities of the Company into which
such Shares are changed, converted, subdivided or reclassified.
Section 3. Eligibility
The Board of Directors may, at any time and from time to time,
designate those employees or directors of a Participating Company who are
eligible to participate in the Plan. All directors of the Company, except
those directors serving on the Board of Directors, shall be eligible to
participate in the Plan. The Board of Directors shall designate the maximum
number of Shares available for purchase by each Participant and the maximum
Loan available to such Participant to assist such Participant in the purchase
of Shares. The Compensation Committee shall determine the Offering Period
during which Participants may elect to purchase Shares. Following the
establishment of the Offering Period, each Participant shall be notified of
their designation as a Participant, their respective maximum Shares available
for purchase and maximum available Loan to such Participant and shall be
notified of the Offering Period. Each Participant shall at the same time be
furnished with a copy of this Plan, a prospectus
- 2 -
<PAGE> 3
relating to this Plan, a related election form, a form of promissory note and
irrevocable stock power of attorney.
Section 4. Participation
4.01 Participation in this Plan shall be entirely voluntary and any
decision not to participate shall not affect a Participant's employment or
service as a director with any Participating Company. During the Offering
Period, a Participant may apply for a Loan up to the maximum amount determined
by the Board of Directors pursuant to Section 3 hereof. In order to
participate, a Participant shall sign and deliver to the Company, in the form
prescribed by the Company, the following:
(a) an election to participate in this Plan which shall contain a
subscription for Shares, an application for a Loan and the
agreement of such Participant accepting the terms of this
Plan; and
(b) a demand promissory note payable to the Company in the amount
of the Loan; and
(c) an irrevocable stock power of attorney.
Section 5. Purchase of Shares and Pledge of Shares as Security
5.01 The amount of any Loan as determined by the Board of Directors
shall be used for the purchase by the Participant of fully paid and
non-assessable Shares from the Company currently held in treasury by the
Company.
5.02 The price for which such Shares shall be purchased by the
Participant shall be equal to sixty-five percent (65%) of the Market Value of
the Shares as determined based upon the Offering Period established by the
Compensation Committee.
5.03 All Shares purchased by a Participant pursuant to the
provisions of this Section 5, shall be held by the Company for so long as any
Loan of such Participant remains outstanding; provided, however, the
certificates in respect of such Shares shall be registered in the name of the
Participant and that such certificates may be released to a Participant upon
written request in accordance with Section 7.
5.04 All Shares purchased by a Participant pursuant to the
provisions of this Section 5, and the certificates representing such Shares
(together with a stock power of attorney in blank to transfer the Shares signed
by the Participant with a medallion signature guarantee) shall immediately be
pledged with the Company as security for repayment of the Loan as provided in
Section 6.
5.05 Notwithstanding the pledge of the Shares, the Participant
shall be noted on the records of the transfer agent as a stockholder of the
number of Shares subscribed for by such
- 3 -
<PAGE> 4
Participant and such Participant shall be entitled to receive all dividends or
other distributions declared and paid thereon.
Section 6. Repayment of Loans
6.01 All Loans shall be due and payable in full upon demand, or if
no demand on the fifth anniversary of the date of the promissory note
evidencing the Loan unless expressly extended by the Company.
6.02 Interest on the principal amount of any Loan from time to time
outstanding during the year shall be due and payable semi-annually on June 30
and December 31 of each year. Each Loan shall initially bear interest at a
rate per annum equal to the Applicable Federal Short-Term Rate, compounded
semi-annually, in effect for the month in which the Loan is initially made.
The interest rate shall be adjusted semi-annually on July 1 and January 1 to
the Applicable Federal Short-Term Rate in effect for the months of July and
January, respectively. Notwithstanding the foregoing, if a Participant ceases
to be an employee or director of a Participating Company for any reason (other
than death or disability), the interest rate shall increase to the Prime Rate
as of such date plus one percent (1%), compounded semi-annually, payable
semi-annually on June 30 and December 31 of each year.
6.03 A Participant shall be permitted to repay the balance of any
Loan outstanding without notice, premium or penalty at any time.
6.04 In the event of the death of a Participant before repayment in
full of the balance of any Loan, such Participant's legal representatives shall
have the option to participate in the Plan in lieu of the Participant, provided
notice of the intent to participate is given to the Company within six (6)
months after the date of death of the Participant; otherwise the unpaid balance
of such Loan shall become due and payable upon the expiration of such six (6)
month period.
6.05 In the event of a failure by a Participant to repay all or any
portion of the Loan upon demand or maturity pursuant to Section 6.01, the
Company shall be entitled to repurchase such Shares at the Market Value
determined as of the Repurchase Date or sell, on the Participant's behalf, in
the open market and without further notice to the Participant, the Shares of
the Participant pledged with the Company as security pursuant to Section 5 and
the net proceeds shall be applied to payment of interest and principal then due
and payable. The balance of the net proceeds in excess of the amount required
to repay all outstanding Loans shall be paid promptly to the Participant. In
the event the net proceeds received by the Company are not sufficient to repay
all outstanding Loans of the Participant, the Participant shall pay to the
Company the amount of any deficiency within thirty (30) days after the Company
gives written notice of such deficiency to the Participant.
- 4 -
<PAGE> 5
Section 7. Delivery of Share Certificate
The Participant shall be entitled, upon written request, to
receive a share certificate for that whole number of Shares which represents
the portion of Shares originally purchased with the proceeds of a Loan that
repayments to the date of such written request bears to the full amount of such
Loan, less Shares previously received pursuant to this Section 7. Upon
repayment of the full amount of such Loan, plus interest, if any, accrued
thereon, the Participant shall be entitled to receive a share certificate for
the balance of the Shares of the Participant pledged with the Company as
security pursuant to Section 5.
Section 8. Accounts and Statements
The Company shall maintain records indicating the number of
Shares purchased on behalf of each Participant and the repayments made by each
Participant in respect of each Loan granted to such Participant pursuant to the
provisions of the Plan. The Company shall furnish annually to each Participant
a statement indicating the number of Shares held by the Company on such
Participant's behalf and the balance outstanding in respect of each Loan
granted to such Participant. Ten (10) days prior to any interest payment date,
the Company shall furnish to the Participant a calculation of the interest
payment due on such date determined in accordance with Section 6.02. Each of
such statements shall be deemed to have been accepted by the Participant as
correct unless written notice to the contrary shall have been received by the
Company within thirty (30) days after the mailing of such statement to the
Participant.
Section 9. Maximum Share Limit
The number of Shares reserved to be granted to Participants
under the Plan shall be limited to seventy-five thousand (75,000) Shares held
in treasury by the Company as of the date this Plan was approved by the Board
of Directors; provided, however that appropriate adjustments shall be made,
both in the number of Shares covered by individual grants and the total number
of Shares authorized to be issued hereunder, to give effect to any relevant
changes in the capitalization of the Company. The maximum number of Shares
available for grants to all directors in the aggregate shall be limited to
fifty-two thousand (52,000) Shares.
Section 10. Participant's Rights Not Transferable
Except as provided in Sections 6.04 and 6.05 hereof:
(a) No right or interest of any Participant in any of the Shares
shall be assignable or transferable, in whole or in part,
either directly or by operation of law or otherwise in any
manner, but excluding by operation of the laws of descent and
distribution, for a period of twenty-four (24) months from the
date of purchase; and
- 5 -
<PAGE> 6
(b) Except as provided in Section 5 hereof, the
Participant shall not charge, mortgage, hypothecate,
pledge or otherwise encumber the Shares in respect of
which the related Loan remains outstanding and which
continue to be pledged with the Company as security
for repayment of such Loan.
Section 11. Legend
Each Share purchased by a Participant shall be imprinted with
the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
PURSUANT TO THE KATY INDUSTRIES, INC. 1994 KEY EMPLOYEE AND
DIRECTOR STOCK PURCHASE PLAN AND ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY DESCRIBED IN SUCH PLAN."
Section 12. No Right to Employment
This Plan shall not give a Participant any right to be
employed by, or to continue to be employed by, a Participating Company.
Section 13. Administration, Amendments or Termination
13.01 The Board of Directors pursuant to Section 3 of this Plan shall
designate eligible Participants, the number of Shares such Participant may
purchase and the maximum Loan available to such Participant. All other aspects
of this Plan, including the designation of the Offering Period, shall be
administered by the Compensation Committee. The Compensation Committee shall
have full and final discretion to interpret the provisions of this Plan. All
decisions and interpretations made by the Compensation Committee shall be
binding and conclusive upon the Participant and the Company.
13.02 From time to time the Board of Directors may amend or waive any
provisions of this Plan but no amendment or waiver of this Plan or any
termination of this Plan pursuant to Section 13.03 hereof shall adversely
affect the rights of any Participant at the date of such amendment or waiver
pursuant to the terms of this Plan; provided further that the Board of
Directors may not, following initial stockholder approval of this Plan as
described in Section 16, without further stockholder approval, amend this Plan
to increase the number of Shares which may be issued under this Plan, including
the maximum number of Shares available for purchase by directors, or remove the
authority of the Compensation Committee.
13.03 Subject to Section 13.02 hereof, the Board of Directors may terminate
this Plan at any time, the effect of such termination being that no further
Shares may be issued under this Plan after such termination.
- 6 -
<PAGE> 7
Section 14. Notices
Any notice, payment, request or demand (collectively, a
"Notice") required or permitted to be given or made hereunder shall be in
writing and shall be sufficiently given if delivered, including by reputable
courier, to the Company or to the Participant, as the case may be, or if sent
by prepaid registered mail, addressed, in the case of any Notice to the
Company, to the Corporate Secretary, Katy Industries, Inc., 6300 S. Syracuse
Way, Suite 300, Englewood, Colorado 80111, and, in the case of a Participant at
the address set forth in the election to participate as delivered to the
Company; provided that the Company and/or the Participant may by Notice in
writing change the address of the Company or the Participant to a different
address stipulated in the Notice. Any Notice delivered by hand, including by
reputable courier, shall be considered to have been effectively given on the
date of delivery. Any Notice mailed as described in this Section 14 shall be
deemed to have been given on the third business day following the date of such
mailing.
Section 15. Costs
The Company shall pay all costs of administering the Plan.
Section 16. Stockholder Approval
This Plan shall be submitted for stockholder approval, by the
affirmative vote of the holders of a majority of Shares present and entitled to
vote, at the Company's 1995 Annual Meeting of Stockholders.
Section 17. Applicable Law
This Plan shall be governed by, administered and construed in
accordance with the laws of the State of Delaware.
- 7 -
<PAGE> 1
KIRKLAND & ELLIS
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
1999 Broadway EXHIBIT 5.1
Denver, Colorado 80202
To Call Writer Direct: 303 291-3000 Facsimile:
303 291-3300
September 27, 1994
Katy Industries, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, Colorado 80111
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Katy Industries, Inc., a
Delaware corporation (the "Company") in connection with the preparation of the
Form S-8 Registration Statement of the Company filed with the Securities and
Exchange Commission (the "Registration Statement"), with respect to the
registration of 75,000 shares of the Company's Common Stock, $1.00 par value
per share (the "Shares") issuable pursuant to the Katy Industries, Inc. 1994
Key Employee and Director Stock Purchase Plan (the "Plan").
In connection with this opinion, we have made such inquiries,
examined such documents and corporate records and relied upon such certificates
of officers of the Company and public officials as we have considered necessary
or appropriate for purposes of giving the opinions hereinafter set forth. We
have assumed the genuineness and authenticity of all signatures on original
documents, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies thereof.
On the basis of the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that, assuming the Registration Statement shall have become effective
pursuant to the provisions of the Securities Act of 1933, as amended, the
Shares being offered under the Plan have been duly authorized and, when duly
issued in accordance with the Registration Statement and the terms of the Plan
and any agreement, resolution or other instrument governing such issuance, the
Shares so issued will be validly issued, fully paid and nonassessable.
Chicago Los Angeles New York Washington D.C.
<PAGE> 2
KIRKLAND & ELLIS
Katy Industries, Inc.
September 27, 1994
Page 2
We consent to the use of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
/s/ KIRKLAND & ELLIS
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Katy Industries, Inc. of our reports dated March 1, 1994 (March 17,
1994 as to Note 15) appearing in the Annual Report on Form 10-K of Katy
Industries, Inc. for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Chicago, Illinois
September 26, 1994
