<PAGE> 1
As filed with the Securities and Exchange Commission on September 8, 1995
Registration No. ________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______
THE LAMSON & SESSIONS CO.
(Exact name of registrant as specified in its charter)
_______
OHIO 34-0349210
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
25701 Science Park Drive, Cleveland, Ohio 44122-9803
(Address of principal executive offices including zip code)
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
James J. Abel, Executive Vice President, Secretary, Treasurer and
Chief Financial Officer
The Lamson & Sessions Co.
25701 Science Park Drive, Cleveland, Ohio 44122-9803
(Name and address of agent for service)
_______
(216) 464-3400
(Telephone number, including area code, of agent for service)
_______
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================
Title of Proposed maxi- Proposed maxi- Amount of
securities to Amount to be mum offering mum aggregate registration
be registered registered(1) price per share(2) offering price(2) fee
__________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Shares 60,000 $6.88 $412,800.00 $142.34
(without par value)
__________________________________________________________________________________________________________________
<FN>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this Registration Statement also
covers such additional Common Shares as may become issuable pursuant to the antidilution provisions of the
Nonemployee Directors Stock Option Plan.
</TABLE>
Page 1 of 14 Pages
<PAGE> 2
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) and (h) under the Securities Act, on
the basis of the average of the high and low prices of such securities on the
New York Stock Exchange on September 5, 1995.
Exhibit Index Appears on Page 7
Page 2 of 14 Pages
<PAGE> 3
Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by The Lamson & Sessions Co.
(the "Registrant") with the Securities and Exchange Commission are incorporated
herein by reference: the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994; the Registrant's Quarterly Reports on Form
10-Q for the quarters ended April 1, 1995 and July 1, 1995; and the description
of the Common Shares contained in the Form 10 Registration Statement, File No.
1-313, and all amendments and reports filed for the purpose of updating that
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") 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
-----------------------------------------
Article IV of the Registrant's Amended Code of Regulations.
Reference is made to Section 1701.13(E) of the Ohio Revised Code
relating to the indemnification of directors and officers of an Ohio
corporation.
The Registrant maintains insurance on behalf of any person who is or
was a director or officer against any loss arising from any claim asserted
against him in any such capacity, subject to certain exclusions. The
Registrant also maintains fiduciary liability insurance on behalf of any person
involved in the management or administration of any employee benefit plan
maintained by the Registrant.
Pursuant to the approval of the Board of Directors on September 22,
1994 and of its shareholders on April 28, 1995, the Registrant has entered into
Indemnification Agreements with (a) each Director of the Registrant and (b)
each executive officer of the Registrant as discussed in the Registrant's Proxy
Statement dated March 15, 1995 for its annual meeting held on April 28, 1995
(which discussion is incorporated herein by reference).
Item 8. Exhibits
--------
4 Nonemployee Directors Stock Option Plan.
5 Opinion and Consent of Jones, Day, Reavis & Pogue.
23(a) Consent of Ernst & Young LLP, Independent Auditors.
23(b) Consent of Jones, Day, Reavis & Pogue, counsel to the Registrant
(included in the Opinion filed herewith as Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
Page 3 of 14 Pages
<PAGE> 4
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 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.
(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) 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 Section 15(d) of the Exchange Act (and, where
applicable, each filing of an 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 therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide
offering thereof.
(C) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Page 4 of 14 Pages
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cleveland, State of Ohio, on August 31, 1995.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
-----------------------------------------
James J. Abel, Executive Vice President,
Secretary, Treasurer and Chief Financial
Officer
Page 5 of 14 Pages
<PAGE> 6
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John B. Schulze Chairman of the Board, President and August 31, 1995
------------------------------------ Chief Executive Officer (Principal
John B. Schulze Executive Officer);
/s/ James J. Abel Executive Vice President, Secretary, August 31, 1995
------------------------------------ Treasurer and Chief Financial Officer
James J. Abel (Principal Financial Officer and
Principal Accounting Officer)
/s/ Frances H. Beam, Jr. * Director August 31, 1995
---------------------------
Frances H. Beam, Jr.
/s/ Leigh Carter * Director August 31, 1995
-------------------
Leigh Carter
/s/ Martin J. Cleary * Director August 31, 1995
-----------------------
Martin J. Cleary
/s/ John C. Dannemiller * Director August 31, 1995
--------------------------
John C. Dannemiller
/s/ George R. Hill * Director August 31, 1995
---------------------
George R. Hill
/s/ A. Malachi Mixon, III * Director August 31, 1995
----------------------------
A. Malachi Mixon, III
/s/ Kevin O'Donnell * Director August 31, 1995
----------------------
Kevin O'Donnell
/s/ D. Van Skilling * Director August 31, 1995
----------------------
D. Van Skilling
* James J. Abel, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of the above indicated Registrant and directors thereof
(constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and
Exchange Commission.
August 31, 1995 By: /s/ James J. Abel
--------------------------------------------------------
James J. Abel, Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
</TABLE>
Page 6 of 14 Pages
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
<S> <C> <C>
4 Nonemployee Directors Stock Option Plan. 8
5 Opinion and Consent of Jones, Day, Reavis & Pogue. 12
23(a) Consent of Ernst & Young LLP, Independent Auditors. 13
23(b) Consent of Jones, Day, Reavis & Pogue, counsel to the Registrant, (included in 12
the Opinion filed herewith as Exhibit 5 to this Registration Statement).
24 Power of Attorney. 14
</TABLE>
Page 7 of 14 Pages
<PAGE> 1
Exhibit 4
THE LAMSON & SESSIONS CO. NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
The Nonemployee Directors Stock Option Plan ("Plan") is established to
attract, retain and compensate for service highly qualified individuals who are
not current employees of The Lamson & Sessions Co. (the "Company") as members
of the Board of Directors and to enable them to increase their ownership in the
Company's Common Stock. The Plan will be beneficial to the Company and its
stockholders since it will allow these directors to have a greater personal
financial stake in the Company through the ownership of Company stock, in
addition to underscoring their common interest with shareholders in increasing
the long term value of the Company stock.
1. ELIGIBILITY
All members of the Company's Board of Directors who are not current
employees of the Company ("Nonemployee Directors") are eligible to participate
in this Plan.
2. OPTIONS
Only a nonqualified stock option ("NQSO") may be granted under this
Plan.
3. SHARES AVAILABLE
(a) Number of Shares Available: There are hereby reserved for
issuance under this Plan 60,000 shares of Common Stock, without
par value, which may be authorized but unissued shares or
treasury shares.
(b) Recapitalization Adjustments: In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other
change in corporate structure affecting the Common Stock, a
substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under this Plan, in the
number and option price of shares subject to outstanding NQSO's
under this Plan and in the number of shares to be covered by
options awarded under Section 4 hereof as may be determined to
be appropriate by the Board of Directors, provided that the
number of shares subject to any award shall always be a whole
number.
4. ANNUAL GRANT OF NONQUALIFIED STOCK OPTIONS
Each year on the Monday following the Company's Annual Meeting of
Shareholders, each individual elected, reelected or continuing as a Nonemployee
Director shall automatically receive a NQSO covering 1,000 shares of Common
Stock. If Common Stock is not traded on the New York Stock Exchange ("NYSE")
on any date a grant would otherwise be awarded, then the grant shall be made
the next day thereafter on which Common Stock is so traded.
5. OPTION PRICE
The price of the NQSO shall be the mean between the highest and lowest
selling price, regular way of the Common Stock on the NYSE on the date of the
grant.
Page 8 of 14 Pages
<PAGE> 2
Exhibit 4
6. OPTION PERIOD
A NQSO granted under this Plan shall become exercisable one year after
date of grant and shall expire ten years after date of grant ("Option Period").
7. PAYMENT
A NQSO may be exercised only upon payment to the Company in full of the
NQSO price of the shares. Such payment shall be paid in cash or in Common Stock
already owned by the Nonemployee Director for more than six months, or in a
combination of cash and such Common Stock. The sum of the cash and the fair
market value of such Common Stock on the date of exercise shall be equal to the
aggregate purchase price of the shares to be delivered.
8. TERMINATION OF SERVICE
Upon termination of service as a Nonemployee Director (for reasons
other than retirement, as hereinafter defined, or death), only those NQSO's
immediately exercisable at the date of termination of service shall be
exercisable by the optionee. Such NQSO's must be exercised within 90 days of
termination of service (but in no event after the expiration of the Option
Period) or they shall be forfeited.
9. RETIREMENT
Upon retirement as a Nonemployee Director, all NQSO's shall continue to
become exercisable as if such director had not retired. Such NQSO's must be
exercised within 36 months of retirement (but in no event after the expiration
of the Option Period) or they shall be forfeited. Mandatory retirement for
directors occurs on the date of the Annual Meeting of Shareholders following a
director's 70th birthday.
10. DEATH
Upon the death of a Nonemployee Director, only those NQSO's which were
exercisable on the date of death shall be exercisable by his or her legal
representatives or heirs. Such NQSO's must be exercised within 12 months from
the date of death (but in no event after the expiration of the Option Period)
or they shall be forfeited.
11. CHANGE IN CONTROL PROVISIONS
(a) Impact of Event. In the event of a "Change in Control" as
defined in Section 11(b) any or all NQSO's awarded under this Plan not
previously exercisable and vested shall become fully exercisable and vested.
(b) Definition of "Change in Control". For purposes of Section
11(a), a "Change in Control" means the happening of any of the following:
(i) The Company is merged or consolidated or reorganized into
or with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than a majority of
the combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in
the aggregate by the holders of Voting Stock (as that term is hereafter
defined) of the Company immediately prior to such transaction;
(ii) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal
person, and less than a majority of the combined voting power
Page 9 of 14 Pages
<PAGE> 3
Exhibit 4
of the then-outstanding securities of such corporation or person
immediately after such sale or transfer is held in the aggregate by the
holders of Voting Stock of the Company immediately prior to such sale
or transfer;
(iii) There is a report filed on Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report), each as promulgated
pursuant to the Exchange Act, as amended ("Exchange Act"), disclosing
that any person (as the term "person" is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act) has become the beneficial owner
(as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of
securities representing 15% or more of the combined voting power of the
then-outstanding securities entitled to vote generally in the election
of directors of the Company ("Voting Stock");
(iv) The Company files any report, proxy statement or other
document with the Securities and Exchange Commission pursuant to the
Exchange Act or any rules or regulations presently in effect or
hereafter promulgated under such Act disclosing that a Change in
Control of the Company has or may have occurred or will or may occur in
the future pursuant to any then-existing contract or transaction; or
(v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board of
Directors cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the
Company's shareholders, of each member of the Board of Directors first
elected during such period was approved by a vote of at least
two-thirds of the Board of Directors then still in office who were
members of the Board of Directors at the beginning of any such period.
Notwithstanding the foregoing provisions of Section 11(b)(iii) or
11(b)(iv) thereof, a Change in Control shall not be deemed to have
occurred for purposes of Section 11(a) solely because (i) the
Company, (ii) an entity in which the Company directly or indirectly
beneficially owns 80% or more of the voting securities, or (iii) any
Company-sponsored employee stock ownership plan or any other employee
benefit plan of the Company, either files or becomes obligated to file
a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule,
form or report or item therein) under the Exchange Act, disclosing
beneficial ownership by it of shares of Voting Stock, whether in excess
of 15% or otherwise, or because the Company reports that a Change in
Control of the Company has or may have occurred or will or may occur in
the future by reason of such beneficial ownership.
12. ADMINISTRATION AND AMENDMENT OF THE PLAN
This Plan shall be administered by the Board of Directors of the
Company. This Plan may be terminated or amended by the Board of Directors as
they deem advisable. No amendment may revoke or alter in a manner unfavorable
to the optionees any NQSO's then outstanding, nor may the Board amend this Plan
without shareholder approval where the absence of such approval would cause the
Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other
requirement of applicable law or regulation. A NQSO may not be granted under
this Plan after April 22, 2000 but NQSO's granted prior to that date shall
continue to become exercisable and may be exercised according to their terms.
13. NONTRANSFERABILITY
No NQSO granted under this Plan is transferable other than by will or
the laws of descent and distribution. During the optionee's lifetime, a NQSO
may only be exercised by the optionee or the optionee's guardian or legal
representative.
Page 10 of 14 Pages
<PAGE> 4
Exhibit 4
14. COMPLIANCE WITH SEC REGULATIONS
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3 of the Exchange Act as in effect after May 1, 1991 and any
regulations promulgated thereunder. All grants and exercises of NQSO's under
this Plan shall be executed in accordance with the requirements of Section 16
of the Exchange Act, as amended, and any regulations promulgated thereunder.
15. MISCELLANEOUS
Except as provided in this Plan, no Nonemployee Director shall have any
claim or right to be granted a NQSO under this Plan. Neither the Plan nor any
action thereunder shall be construed as giving any director any right to be
retained in the service of the Company.
16. EFFECTIVE DATE
This Plan shall be effective April 22, 1994 or such later date as
shareholder approval is obtained.
Page 11 of 14 Pages
<PAGE> 1
Exhibit 5
September 6, 1995
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122-9803
Re: Nonemployee Directors Stock Option Plan of The Lamson &
-------------------------------------------------------
Sessions Co.
------------
Ladies and Gentlemen:
We have acted as counsel for The Lamson & Sessions Co. (the "Company"),
in connection with the Nonemployee Directors Stock Option Plan (the "Plan").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereupon we are of
the opinion that the Common Shares (without par value) 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.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the shares to be sold pursuant to the Plan under the Securities Act of 1933.
Very truly yours,
Jones, Day, Reavis & Pogue
Page 12 of 14 Pages
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the Nonemployee Directors Stock Option Plan of The
Lamson & Sessions Co. of our report dated January 20, 1995, with respect to the
consolidated financial statements and schedule of The Lamson & Sessions Co.
included in its Annual Report on Form 10-K for the year ended December 31,
1994, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
August 31, 1995
Page 13 of 14 Pages
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of The Lamson & Sessions Co., an Ohio corporation (the "Company"), hereby
constitutes and appoints John B. Schulze and James J. Abel, and each of them,
his true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and stead, to sign
on his behalf as a director of the Company a Registration Statement pursuant to
the Securities Act of 1933 on Form S-8 concerning certain Common Shares of the
Company to be offered in connection with the Company's Nonemployee Directors
Stock Option Plan, and to sign any and all amendments or post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission or any state regulatory authority, granting
unto said attorney or attorneys-in-fact, 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 they might or could do in person, hereby ratifying and confirming
all that said attorney or attorneys-in-fact or any of them or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 31st day of August, 1995.
/s/ Frances H. Beam, Jr. /s/ George R. Hill
------------------------- -------------------------
Frances H. Beam, Jr. George R. Hill
Director Director
/s/ Leigh Carter /s/ A. Malachi Mixon, III
------------------------- -------------------------
Leigh Carter A. Malachi Mixon, III
Director Director
/s/ Martin J. Cleary /s/ Kevin O'Donnell
------------------------- -------------------------
Martin J. Cleary Kevin O'Donnell
Director Director
/s/ John C. Dannemiller /s/ D. Van Skilling
------------------------- -------------------------
John C. Dannemiller D. Van Skilling
Director Director
Page 14 of 14 Pages
