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As filed with the Securities and Exchange Commission on May 16, 1994.
Registration No. 33-________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
KEYSTONE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
______________________________
TEXAS 74-1058689
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
9600 WEST GULF BANK DRIVE
HOUSTON, TEXAS 77040
(Address, including Zip Code, of Registrant's Principal Executive Offices)
______________________________
KEYSTONE INTERNATIONAL, INC. 1994 DIRECTORS' STOCK OPTION PLAN
______________________________
Name, Address and Telephone Copy of communications to:
Number of Agent for Service:
MARK E. BALDWIN T. WILLIAM PORTER
KEYSTONE INTERNATIONAL, INC. PORTER & HEDGES, L.L.P.
9600 WEST GULF BANK DRIVE 700 LOUISIANA STREET, SUITE 3500
HOUSTON, TEXAS 77040 HOUSTON, TEXAS 77002-2370
(713) 466-1176 (713) 226-0600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed
Amount to Offering Maximum Aggregate Amount of
Title of Securities to be Registered be Registered(1) Price per Unit(2) Offering Price(2) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share(3) 300,000 $22.0625 $6,618,750 $2,283
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</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(c) and (h), the registration fee is computed upon
the basis of the average of the high and low prices, $22.0625 per
share, at which the Common Stock sold on the New York Stock Exchange
as reported on the consolidated reporting system on May 11, 1994.
(3) Includes preferred share purchase rights associated with the Common
Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by Keystone
International, Inc., a Texas corporation (the "Company" or "Registrant"), with
the Securities and Exchange Commission ("Commission") are incorporated into
this registration statement ("Registration Statement") by reference:
(a) The Company's annual report on Form 10-K for the fiscal year
ended December 31, 1993; and
(b) The Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1994, and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1993.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. The Company will provide without charge to each participant in the
Company's 1994 Directors' Stock Option Plan, upon written or oral request of
such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
The following is a summary description of certain of the Company's
securities, and is not intended, and should not be relied upon, as exhaustive.
The description is subject in all respects to the Company's Restated Articles
of Incorporation, the Certificate of Designation, Preferences, Rights and
Limitations of the Company's Series A preferred stock, par value $10.00 per
share (the "Series A Preferred Stock"), and the Rights Agreement dated as of
March 31, 1990 between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agreement"). The information set forth
herein is qualified in its entirety by the foregoing reference.
COMMON STOCK
The Company is authorized by its Restated Articles of Incorporation to
issue 50,000,000 shares of Common Stock of which 35,150,238 shares were issued
and outstanding as of February 3, 1994. An additional 2,598,668 shares were
reserved for issuance upon the conversion, exchange or exercise of other
outstanding securities or pursuant to various employee benefit plans of the
Company. As of such date there were 3,789 holders of record of Common Stock.
VOTING RIGHTS. The holders of Common Stock are entitled to one vote
for each share held on all matters submitted to a vote of common stockholders.
The Common Stock does not have cumulative voting rights; accordingly, the
holders of a majority of the shares of Common Stock outstanding may elect all
of the nominees for election to the Company's Board of Directors if they choose
to do so. In such event, the holders of the remaining shares of Common Stock
would not be able to elect any such nominees.
DIVIDENDS. Each share of Common Stock is entitled to participate
equally in dividends, if, as and when declared by the Board of Directors, and
in the distribution of assets in the event of liquidation, subject in all cases
to any prior rights of outstanding shares of the Company's preferred stock.
The shares of Common Stock have no preemptive or conversion rights, redemption
provisions or sinking fund provisions. The outstanding shares of Common Stock
are duly and validly issued, fully paid and nonassessable.
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LISTING. The Common Stock is listed for trading on the New York Stock
Exchange.
TRANSFER AGENT AND REGISTRAR. Continental Stock Transfer & Trust
Company is the Transfer Agent and Registrar of the Common Stock.
PREFERRED STOCK
Pursuant to the Company's Restated Articles of Incorporation, the
Company is authorized to issue 5,000,000 shares of preferred stock, and the
Company's Board of Directors by resolution may establish one or more series of
preferred stock having such number of shares, designations, relative voting
rights, dividend rights, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without further
stockholder approval. The Board of Directors has established the Series A
Preferred Stock with 900,000 authorized shares, none of which were outstanding
as of May 13, 1994. See "Series A Junior Participating Preferred Stock" below.
PROVISIONS OF THE RESTATED ARTICLES OF INCORPORATION WHICH MAY DELAY OR PREVENT
A CHANGE IN CONTROL
The provisions of the Company's Restated Articles of Incorporation
summarized in the succeeding paragraphs may delay, defer or prevent a tender
offer or takeover attempt that a stockholder might consider to be in such
stockholder's best interest, including those attempts that might result in a
premium price for the shares held by stockholders.
The Board of Directors of the Company is divided into three classes
that are elected for staggered three-year terms. Stockholders may remove a
director at any time, with or without cause, but only by the affirmative vote
of the holders of at least 70% of the outstanding shares of capital stock
entitled to vote for the election of directors; provided, that if the Board of
Directors, by an affirmative vote of at least 80% of the entire Board of
Directors, recommends removal of a director to the shareholders, such removal
may be effected by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock entitled to vote on the election of
directors.
Pursuant to the Company's Restated Articles of Incorporation, the
Board of Directors by resolution may establish one or more series of Preferred
Stock having such number of shares, designations, relative voting rights,
dividend rights, and liquidation and other rights, preferences and limitations
as may be fixed by the Board of Directors without further stockholder approval.
Such rights, preferences, privileges and limitations as may be established
could have the effect of impeding or discouraging the acquisition of control of
the Company.
The Company's Restated Articles of Incorporation contain a "fair
price" provision that requires the approval of holders of not less than 66 2/3%
of the outstanding shares of capital stock of the Company entitled to vote in
the election of directors not owned, directly or indirectly, by Control Persons
(as defined below) as a condition for mergers, consolidations and other
business combinations involving the Company and any Control Persons; provided
that the 66 2/3% voting requirement is not applicable if:
(a) the business combination is solely between the Company and
another corporation of which 50% or more of the voting stock is owned by the
Company and none of which is owned by a Control Person and each holder of
Common Stock receives the same type of consideration in proportion to his
holdings; or
(b) all of the following conditions are satisfied:
(i) the cash or reasonably determined fair market value
of the property, securities or other consideration to be received per
share in the business combination by holders of the Common Stock is
not less than the highest price per share paid by the Control Person
in acquiring any of its holdings of Common Stock;
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(ii) after becoming a Control Person and before the
consummation of the business combination;
(A) the Control Person has not acquired any newly
issued shares of capital stock, directly or indirectly, from
the Company (except upon conversion of convertible securities
acquired before becoming a Control Person or as a result of a
pro-rata stock dividend or stock split or upon compliance with
the provisions of the Company's Restated Articles of
Incorporation); and
(B) the Control Person has not received the
benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or
other financial assistance or tax credits provided by the
Company or made any major changes in the Company's business or
equity capital structure; and
(iii) a proxy statement responsive to the requirements of
the Exchange Act, regardless of whether the Company is then subject to
such requirements, is mailed to the public shareholders in the Company
for the purpose of soliciting shareholder approval of such business
combination; or
(c) the business combination is approved by the affirmative vote
of at least a majority of the directors who held office as directors before the
date on which the Control Person became such.
Control Persons include any holder of 20% or more of the outstanding
shares of Common Stock and any affiliate of such holder.
The Company's Restated Articles of Incorporation further provide that
special meetings of stockholders can be called only by the chairman of the
board, the president, the Board of Directors, or by the holders of 50% of the
shares of capital stock of the Company entitled to vote at the proposed special
meeting.
SHAREHOLDER RIGHTS PLAN
On June 20, 1990, the Board of Directors of the Company declared a
dividend distribution of one preferred stock purchase right ("Right") for each
outstanding share of Common Stock. Each right entitles the registered holder
to purchase from the Company one Depositary Preferred Share, which represents
equitable ownership of one one-thousandth of a share of Series A Preferred
Stock at a price of $80.00 per Depositary Preferred Share (the "Exercise
Price"), subject to adjustment.
The Rights attach to all certificates representing outstanding or
later issued shares of Common Stock, and no separate Rights certificates have
been distributed. Until the earlier to occur of (i) 10 calendar days (subject
to extension by the Board of Directors) following a public announcement that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 20% or more of the outstanding shares of Common Stock (an
"Acquiring Person"); or (ii) 10 business days (subject to extension by the
Board of Directors) following a public announcement of a tender or exchange
offer, which, if consummated, would result in an Acquiring Person beneficially
owning 20% or more of the shares of Common Stock (the earlier to occur of such
dates is referred to hereafter as the "Distribution Date"), or earlier
redemption or expiration of the Rights, (a) the Rights will be evidenced with
respect to any of the Common Stock certificates outstanding as of July 2, 1990
by the certificates representing such shares and shall be transferred with and
only with the Common Stock; (b) new Common Stock certificates will contain a
notation incorporating the Rights Agreement by reference; and (c) the surrender
for transfer of any certificates representing shares of Common Stock
outstanding also will constitute the transfer of the Rights associated with
such shares of Common Stock. As soon as practicable following the Distribution
Date, separate certificates representing the Rights ("Rights Certificates")
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date. Thereafter, the Rights Certificates alone will
evidence the Rights, and the Rights will be transferable separate and apart
from the Common Stock.
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The Rights are not exercisable until the Distribution Date. Under
certain circumstances set forth in the Rights Agreement, Rights issued to, or
beneficially owned by, a person who is or becomes an Acquiring Person, its
affiliate, or associate, as defined in the Rights Agreement, will become null,
void, and non-transferable. The Rights will expire at the close of business on
March 31, 2000, unless earlier redeemed by the Board of Directors as described
below.
The aggregate number of shares of Series A Preferred Stock issuable
upon the exercise of the Rights will be deposited, if, as and when issued, with
Continental Stock Transfer & Trust Company, as depositary (the "Depositary")
under the Depositary Agreement between the Company and the Depositary. The
Depositary will issue, upon written order, Depositary Receipts, each of which
will represent one or more Depositary Preferred Shares. Each Depositary
Preferred Share will represent the equitable ownership of one one-thousandth of
a share of Series A Preferred Stock, and will entitle the holder to cast one
vote on all matters upon which the holders of Series A Preferred Stock will be
entitled to vote.
The Exercise Price payable and the number of Depositary Preferred
Shares properly issuable upon the exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a dividend
payable in, or subdivision or combination of, the Common Stock; (ii) upon the
grant to holders of the Common Stock of rights, options, or warrants entitling
the holder to subscribe for or purchase Common Stock, or securities convertible
into Common Stock, at an exercise price per share of Common Stock less than the
then current market price per share of Common Stock; or (iii) upon the
distribution of evidences of indebtedness, cash (other than a regular periodic
cash dividend out of the retained earnings of the Company), assets (other than
a dividend payable in Common Stock, but including a dividend payable in stock
other than Common Stock) or convertible securities, subscription rights, or
warrants (other than those referred to in clause (ii) above).
At any time after a person becomes an Acquiring Person, the Board of
Directors may, at its option, exchange all or part of the then outstanding and
exercisable Rights for shares of Common Stock at an exchange ratio of one share
of Common Stock per Right; provided, that the Board of Directors may not effect
such an exchange after the time that any Acquiring Person together with its
affiliates and associates (each as defined in the Rights Agreement) becomes the
beneficial owner of 50% or more of the then outstanding shares of Common Stock.
If, after any person has become an Acquiring Person, (i) the Company
is acquired in a merger or other business combination transaction, or its
Common Stock is changed into or exchanged for other securities or assets, or
(ii) more than 50% of the Company's assets or earning power is sold, each Right
will entitle the holder to purchase, upon the exercise thereof at the then
current Exercise Price, a number of shares of common stock of the acquiring
company having a market price (as defined in the Rights Agreement) of two times
the Exercise Price. If any person or group becomes the beneficial owner of 20%
or more of outstanding shares of Common Stock, then each holder (other than an
Acquiring Person) will have the right to receive, at any time on or after the
Distribution Date, upon the exercise thereof at the then current Exercise
Price, a number of Depositary Preferred Shares having a market price (as
defined in the Rights Agreement) of two times the Exercise Price.
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments require an adjustment of at least 1% of
the Exercise Price. No fractional shares (other than fractions that are
integral multiples of one one- thousandth of a share of Series A Preferred
Stock) will be issued, and in lieu thereof, a payment in cash will be made.
At any time before the earlier of (i) 10 calendar days (subject to
extension by the Board of Directors) following the Stock Acquisition Date,
which is defined to mean the date of the first public announcement by the
Company or an Acquiring Person representing that an Acquiring Person has become
such or (ii) the Expiration Date, the Company may redeem the outstanding Rights
in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). Immediately upon the election of the Board of Directors to redeem the
Rights, the holder's right to exercise the Rights will terminate, and such
holder will only be entitled to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
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Before the Distribution Date, any provision of the Rights Agreement
may, at the direction of the Board of Directors, be supplemented or amended
without the approval of the holders of the Rights. After the Distribution
Date, the Board of Directors may direct the supplementation or amendment of the
Rights Agreement, without the approval of the holders of the Rights
Certificates (i) to cure any ambiguity or to correct or to supplement any
provision of the Rights Agreement which may be defective or inconsistent with
any other provision therein; (ii) to shorten or lengthen any time period
prescribed in the Rights Agreement; or (iii) to amend or to supplement any
provision of the Rights Agreement in any manner which the Company may deem
necessary or desirable and which will not adversely affect the interests of the
holders of the Rights Certificates (other than an Acquiring Person, its
affiliates, or associates, each as defined in the Rights Agreement).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to any person or group which attempts, without the
approval or consent of the Board of Directors, to acquire the Company (except
pursuant to an offer conditioned on the acquisition of a substantial number of
Rights). The Rights should not interfere with any merger or other business
combination transaction approved by the Board of Directors since the Board of
Directors may, at its option, at any time before the close of business on the
earlier of (i) the tenth day following the Distribution Date or (ii) the
Expiration Date, redeem all, but not less than all, the then outstanding Rights
at $.001 per Right.
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
GENERAL. Shares of the Series A Preferred Stock may be purchased
pursuant to the terms and conditions of the Rights Agreement. The Series A
Preferred Stock ranks junior to all other series of the Company's preferred
stock as to the payment of dividends and distribution of assets upon
liquidation, unless otherwise specifically provided in connection with the
designation of a subsequent series of preferred stock.
DIVIDENDS. Holders of shares of the Series A Preferred Stock are
entitled to receive, when, as and if declared by the Board of Directors,
dividends out of legally available funds; provided, that no dividend will be
declared and paid with respect to the Common Stock (other than in shares of
Common Stock) unless a dividend is simultaneously declared and paid with
respect to the Series A Preferred Stock in an amount equal to 1,000 times
(subject to adjustment for any stock dividend, stock split or combination with
respect to the Common Stock) the amount of the dividend declared as paid with
respect to the Common Stock.
LIQUIDATION RIGHTS. In the event of any liquidation, dissolution, or
winding up of the Company, the holders of shares of the Series A Preferred
Stock are entitled to receive, out of assets of the Company available for
distribution to stockholders and before any distribution is made to holders of
shares of the Company's capital stock ranking junior thereto, liquidating
distributions in the amount of $10 per share, plus an amount equal to any
declared but unpaid dividends thereon, to the date of such distribution;
provided, that the holders of shares of the Series A Preferred Stock will be
entitled to receive an aggregate amount per share equal to 1,000 times (subject
to adjustment for any stock dividend, stock split or combination with respect
to the Common Stock) the aggregate amount distributed per share to holders of
shares of the Common Stock.
REDEMPTION; CONSOLIDATION OR MERGER. The shares of Series A Preferred
Stock are not redeemable. If the Company enters into any consolidation,
merger, combination, or other transaction in which the shares of Common Stock
are exchanged for or changed into other stock or securities, cash, or other
property, the shares of Series A Preferred Stock will be similarly exchanged or
changed in an amount per share (subject to adjustment for any stock dividend,
stock split or combination with respect to the Common Stock) equal to 1,000
times the aggregate amount of stock, securities, cash, or other property, as
the case may be, into which or for which each share of Common Stock is
exchanged or changed.
VOTING RIGHTS. Each share of Series A Preferred Stock shall entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company. This number is subject to adjustment in the event
of any stock dividend, stock split or combination with respect to the Common
Stock. Except as otherwise provided in the Certificate of Designation of the
Series A Preferred Stock or by applicable law, the holders of shares of Series
A Preferred Stock and the holders of shares of Common Stock shall vote together
as one class on all
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matters submitted to a vote of the stockholders of the Company. Except as
otherwise provided in the Certificate of Designation of the Series A Preferred
Stock, the holders of Series A Preferred Stock have no special voting rights
and their consent is not required (except to the extent they are entitled to
vote with the holders of shares of Common Stock) for taking any corporate
action. Cumulative voting by the holders of shares of Series A Preferred Stock
is not permitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02 of the Texas Business Corporation Act (the "TBCA")
provides that a Texas corporation shall have the power to indemnify directors,
officers, employees and agents and to purchase and maintain liability insurance
for those persons. Article 2.02-1 of the TBCA empowers the Registrant to
indemnify any director or officer for expenses, including attorneys fees,
judgements, fines and amounts paid in settlement actually and reasonably
incurred in the defense of any action, suit or proceeding in which such
director or officer is a party by reason of his position.
Pursuant to Article 2.02-1 of the TBCA, Article IV of the Registrant's
Bylaws contains the following provisions regarding indemnification:
Each Director or former Director (for purposes of this
article, "Director") and each officer or former officer (for purposes
of this article, "Officer") of this corporation and each person who is
or who may have served at its request as a director or officer of
another corporation in which it owned shares of stock or of which it
is a creditor, or as a partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, shall be indemnified by the corporation against all
liabilities imposed upon him and actual expenses reasonably incurred
by him in connection with any claim made against him or any action,
suit, or proceeding in which he is or is threatened to be made a named
defendant or respondent by reason of his being or having been such
Director or Officer. In no event, however, shall such Director or
Officer be entitled to indemnification in any action, suit, or
proceeding in which such Director shall have been found not to have
acted in good faith and in the reasonable belief that his conduct as
such Director was in the corporation's best interests; and, in the
case of an Officer of the corporation, that such Officer did not act
in good faith in the reasonable belief that his conduct was at least
not opposed to the corporation's best interests; and in the case of
any criminal proceeding, such Director or Officer had no reasonable
cause to believe his conduct was unlawful. Moreover, no Director
shall be indemnified for any obligations arising from any action,
suit, or proceeding in which (i) such Director is found liable on the
basis that personal profit was improperly received by him, whether or
not the action resulted from an action taken in his official capacity,
or (ii) such director is found liable to the corporation.
The corporation shall indemnify such Director or Officer to
the greatest extent permitted by law for reasonable expenses incurred
in connection with any action, suit, or proceeding in which such
Director or Officer has been wholly successful in the defense of the
proceeding, on the merits or otherwise, except that if such action,
suit, or proceeding was brought by or on behalf of the corporation,
indemnification shall be limited to reasonable expenses actually
incurred by such Director or Officer with respect to such proceeding;
provided, however, that such indemnity shall be conditioned upon the
prior determination by a majority of the Board of Directors or a
committee thereof who are not named defendants or respondents in such
action, suit, or proceeding, or special legal counsel appointed
thereby, or, solely in the event the Board of Directors is not able to
act and unable to select special legal counsel, by vote of those
shareholders who are not also Directors named as defendant or
respondent in such action, suit, or proceeding,
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that such Director or Officer has acted in good faith and in the
reasonable belief as to the best interests of the corporation
described above.
If any pending, threatened, or completed proceeding is
settled, amounts paid as indemnification of the settlement shall not
exceed costs, fees and expenses which would have been reasonably
incurred if the action, suit, or proceeding had been litigated to a
conclusion. The determination by the Board of Directors, or by
independent counsel, and the payment of amounts by the corporation on
the basis thereof, shall not prevent a shareholder from challenging
such indemnification by appropriate legal proceedings. Neither shall
a determination by the Board of Directors, a committee thereof, or
special legal counsel appointed thereby, that indemnification is not
permissible, prevent a Director or Officer from challenging such
determination by appropriate legal proceedings. Reasonable expenses
of a Director or Officer who was, is, or is threatened to be made a
named defendant or respondent in any proceeding shall be paid in
advance before any final disposition upon appropriate written request
to the corporation.
The corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, Officer, employee, or agent of
the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other enterprise, against any
liability asserted against him in such a capacity or arising out of
his status as such a person, whether or not the corporation would have
the power to indemnify him against that liability under this article.
The foregoing rights and indemnification shall be construed in
accordance with the laws of the State of Texas as presently in force
and as hereafter amended. In all events, these bylaws shall be deemed
to grant the Directors and Officers the maximum protection consistent
with law and shall be deemed amended from time to time to reflect any
changes in such law. The foregoing shall not be exclusive of any
private contractual right of indemnification, nor shall it limit the
same; provided, however, such contractual agreement shall not be
inconsistent with the Texas Business Corporation Act as presently in
force or hereafter enacted.
The Company's Restated Articles of Incorporation contain provisions
eliminating or limiting the liability of a director for an act or omission in
his capacity as director; however, those provisions do not eliminate or limit
the liability of a director for: (i) a breach of a director's duty of loyalty
to the Company or its shareholders; (ii) an act or omission not in good faith
or that involves intentional misconduct or a knowing violation of the law;
(iii) a transaction from which a director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
director's office; (iv) an act or omission from which the liability of a
director is expressly provided for by statute; or (v) an act related to an
unlawful stock repurchase or payment of a dividend.
The Company's directors and certain executive officers have entered
into Indemnity Agreements with the Company pursuant to which the Company has
agreed, subject to certain conditions, to indemnify such directors and
executive officers against certain liabilities incurred by such persons arising
out of their activities on behalf of the Company.
The above discussion of the Company's Restated Articles of
Incorporation and Bylaws, and Texas statutes is not intended to be exhaustive
and is qualified in its entirety by such Articles, Bylaws and statutes.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a list of all exhibits filed as part of this
Registration Statement.
<TABLE>
<CAPTION>
Exhibit
No. Description
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4.1 Form of Note purchase agreement dated as of October 15, 1993 between the Company and several
purchasers (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for the year ended
December 31, 1993).
4.2 Shareholder Rights Plan dated March 31, 1990 between the Company and NationsBank of Texas, N.A.,
as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company's Form 10-K for the year
ended December 31, 1990).
4.3 Agreement of the Company to provide to the Commission, upon request, copies of certain long-term
debt agreements (incorporated by reference to Exhibit 4.3 to the Company's Form 10-K for the year
ended December 31, 1991).
*5.1 Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23.1 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
*23.2 Consent of Arthur Andersen & Co.
*24.1 Powers of Attorney (included on signature page).
</TABLE>
__________________________
* Filed herewith
ITEM 9. UNDERTAKINGS
A. Undertaking to Update
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
("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 paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if 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 the Registration Statement.
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<PAGE> 10
(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.
B. Undertaking With Respect to Documents Incorporated by Reference
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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.
C. Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
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.
-10-
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark E. Baldwin and Malcolm D. Clark,
and each of them, any one of whom may act without joinder of the others, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective 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 such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and 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, and each of them, or the
substitute or substitutes of any or all of them, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed by the Registrant in the City of
Houston, State of Texas, on the 3rd day of May, 1994.
KEYSTONE INTERNATIONAL, INC.
By: /s/ R.A. LeBlanc
R. A. LeBlanc,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the 3rd day of May, 1994.
Signature Title
--------- -----
/s/ Raymond A. LeBlanc Chief Executive Officer
Raymond A. LeBlanc and Director
/s/ Malcolm D. Clark
Malcolm D. Clark President and Director
/s/ Arthur L. French Executive Vice President
Arthur L. French and Director
/s/ Mark E. Baldwin Principal Financial and
Mark E. Baldwin Accounting Officer
-11-
<PAGE> 12
Signature Title
--------- -----
/s/ Floyd A. Cailloux
Floyd A. Cailloux Director
_____________________ Director
Bob G. Gower
/s/ F. O'Neil Griffin Director
F. O'Neil Griffin
/s/ Martin E. Hamilton Director
Martin E. Hamilton
/s/ Farrell G. Huber Director
Farrell G. Huber
/s/ W. Wayne Patterson Director
W. Wayne Patterson
/s/ Donato F. Raimondi Director
Donato F. Raimondi
/s/ Allen F. Rhodes Director
Allen F. Rhodes
/s/ Wallace S. Wilson Director
Wallace S. Wilson
-12-
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Sequentially
- ------- Numbered
Page
-------------
<S> <C>
4.1 - Form of Note purchase agreement dated as of October 15, 1993 between the Company and
several purchasers (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K
for the year ended December 31, 1993).
4.2 - Shareholder Rights Plan dated March 31, 1990 between the Company and NationsBank of
Texas, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company's
Form 10-K for the year ended December 31, 1990).
4.3 - Agreement of the Company to provide to the Commission, upon request, copies of certain
long-term debt agreements (incorporated by reference to Exhibit 4.3 to the Company's
Form 10-K for the year ended December 31, 1991).
*5.1 - Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.
*23.1 - Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
*23.2 - Consent of Arthur Andersen & Co.
*24.1 - Powers of Attorney (included on signature page).
</TABLE>
__________________________
* Filed herewith
<PAGE> 1
EXHIBIT 5.1
May 11, 1994
Keystone International, Inc.
9600 West Gulf Bank Drive
Houston, Texas 77040
Ladies and Gentlemen:
We have acted as counsel to Keystone International, Inc., a Texas
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 300,000 shares ("Shares") of
the Company's common stock, par value $1.00 per share, issuable pursuant to the
Company's 1994 Directors' Stock Option Plan, as amended (the "Plan").
We have examined the Plan and such corporate records, documents,
instruments and certificates of the Company and have received such
representations from the officers and directors of the Company and have
reviewed such questions of law as we have deemed necessary, relevant or
appropriate to enable us to render the opinion expressed herein. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents, instruments, records and certificates submitted
to us as originals.
Based upon such examination and review, and upon representations made
to us by the officers and directors of the Company, we are of the opinion that
the Shares have been duly and validly authorized and will, upon issuance and
delivery as contemplated by the Plan, be validly issued, fully paid and
nonassessable outstanding shares of the Company's capital stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 1994,
included in the Annual Report on Form 10-K of Keystone International, Inc. (the
"Company") for the fiscal year ended December 31, 1993 and to all references to
our Firm included in this Registration Statement on Form S-8 for the
registration of 300,000 shares of the common stock, par value $1.00 per share,
of the Company.
ARTHUR ANDERSEN & CO.
Houston, Texas
May 11, 1994
