<PAGE> 1
As filed with the Securities and Exchange Commission on September 24, 1996
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 charter)
Ohio 34-0349210
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25701 Science Park Drive, Cleveland, Ohio 44122-9803
(Address, including zip code, of registrant's
principal executive offices)
DEFERRED COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTORS
(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
(216) 464-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee(1)
---------- ---------- ------------ ----------------- ------
<S> <C> <C> <C> <C>
Common Shares 120,000 $ 9 5/16 $1,117,500 $385.34
without par value
<FN>
(1) The registration fee has been calculated in accordance with Rule
457(c) and (h) under the Securities Act of 1933 based on the average
of the high and low prices of The Lamson & Sessions Co.'s Common
Shares reported on the New York Stock Exchange on September 16, 1996
which average was $ 9 5/16.
</TABLE>
<PAGE> 2
THE LAMSON & SESSIONS CO.
Cross Reference Sheet Pursuant to Item 501(b) of
Regulation S-K, Showing the Location in the
Prospectus of the Information Required by Part I of Form S-3
<TABLE>
<CAPTION>
Item of Form S-3 Location or Caption in Prospectus
---------------- ---------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover page of Prospectus...................... Facing Page of Registration
Statement; Cross-Reference Sheet;
Outside Front Cover page of
Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus......................................... Available Information; Incorporation
of Certain Documents by Reference;
Table of Contents
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges.......................... The Company
4. Use of Proceeds............................................. Use of Proceeds
5. Determination of Offering Price............................. Not Applicable
6. Dilution.................................................... Not Applicable
7. Selling Security Holders.................................... Selling Shareholders
8. Plan of Distribution........................................ Plan of Distribution
9. Description of Securities to Be Registered.................. Not Applicable
10. Interests of Named Experts and Counsel...................... Not Applicable
11. Material Changes............................................ Not Applicable
12. Incorporation of Certain Information by
Reference................................................... Incorporation of Certain Documents
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................................. Indemnification of Directors and
Officers
</TABLE>
<PAGE> 3
TABLE OF CONTENTS
AVAILABLE INFORMATION.................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... 2
THE COMPANY.............................................................. 3
USE OF PROCEEDS.......................................................... 3
SELLING SHAREHOLDERS..................................................... 3
PLAN OF DISTRIBUTION..................................................... 4
INDEMNIFICATION OF DIRECTORS AND OFFICERS................................ 5
EXPERTS.................................................................. 5
No person is authorized to give any information or make any representations,
other than those contained in this Prospectus, in connection with the offering
made hereby. If given or made, no such information or representations may be
relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy, and there shall not be any sale of, these
securities by any person in any jurisdiction in which it is unlawful for that
person to make such an offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE> 4
PROSPECTUS
- ----------
120,000 Shares
THE LAMSON & SESSIONS CO.
Common Shares
Without Par Value
---------------------
This Prospectus relates to up to 120,000 shares of the Common Stock,
without par value ("Common Shares"), of The Lamson & Sessions Co. (the
"Company"), which may be sold by the selling shareholders referred to herein
(the "Selling Shareholders").
It is anticipated that the Selling Shareholders will offer Common
Shares for sale at prevailing prices on the New York Stock Exchange or the
Pacific Stock Exchange on the date of sale. At the close of trading on September
16, 1996, the market price of Common Stock on the New York Stock Exchange was $
9 1/4. The Company will not receive any part of the proceeds of sales made by
the Selling Shareholders. All expenses of registration incurred in connection
with the offering of Common Shares by the Selling Shareholders are being borne
by the Company, but all selling and other expenses incurred by the Selling
Shareholders will be borne by them.
The Selling Shareholders and any brokers effecting sales on their
behalf may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and commissions or discounts
given by such brokers may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Common Shares are listed on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol "LMS."
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of the Prospectus is September 24, 1996
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
accordingly files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission, located at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's New York
regional office located at 7 World Trade Center, 13th Floor, New York, New York
10048, and at its Chicago regional office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
may also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site, located at http://www.sec.gov., that contains reports,
proxy and information statements, and other information regarding registrants,
including the Company, that file electronically with the SEC. In addition,
reports, proxy statements and other information concerning the Company may also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange, Inc., 301 Pine
Street, San Francisco, California 94104.
The Company has filed a Registration Statement on Form S-8 with the
Commission under the Securities Act with respect to the Common Shares covered by
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement. The Registration Statement can be inspected
at the public reference facilities of the Commission indicated above, and copies
of the Registration Statement may be obtained from the Commission at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore or hereafter filed by the Company
with the Commission are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report of the Company on Form 10-K for the fiscal year
ended December 30, 1995; its Quarterly Report on Form 10-Q for
the quarter ended March 30, 1996; its Report on Form 8-K
dated June 6, 1996; and its Quarterly Report on Form 10-Q for
the quarter ended June 29, 1996; and
(b) Specimen Certificate of Common Shares, without par value with
Rights legend, which is contained in the Registration
Statement filed under the Exchange Act for the purpose of
registering such class of securities thereunder; and
(c) Rights Agreement, amended and restated as of February 14,
1990, by and between the Company and National City Bank
(incorporated by reference to Exhibit 4(g) to the Company's
Annual Report on Form 10-K for the year December 30, 1995);
and
(d) All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective
amendment indicating that all Common Shares being offered
hereby have been sold or deregistering all Common Shares
remaining unsold hereunder.
Upon oral or written request by any person (including any beneficial
owner) to whom a copy of this Prospectus is delivered, the Company hereby
undertakes to provide without charge a copy of any and all documents
incorporated herein by reference, excluding exhibits thereto unless the exhibits
are specifically incorporated therein by reference. Requests for copies should
be directed to The Lamson & Sessions Co., 25701 Science Park Drive, Cleveland,
Ohio 44122-9803, Attention: James J. Abel, telephone number (216) 464-3400.
-2-
<PAGE> 6
THE COMPANY
The Company's executive offices are located at 25701 Science Park
Drive, Cleveland, Ohio 44122-9803, and its telephone number is (216) 464-3400.
The Company, founded in 1866, is a diversified manufacturer and
supplier of a broad line of thermoplastic electrical, telecommunications and
fluid drainage products for major domestic markets. The markets for
thermoplastic conduit, related fittings and accessories, wiring devices and
sewer pipe include: the construction, utility and telecommunications industries;
municipalities, other government agencies, and contractors; and do-it-yourself
home remodelers.
In November 1995, the Company completed the sale of its Valley-Todeco
division which was engaged in the manufacture and sale of fasteners serving the
aerospace industry. Proceeds from the sale were utilized to reduce debt.
For more detailed information about the Company, reference is made to
the Company's Annual Report on Form 10-K for the year ended December 30, 1995,
which is incorporated herein by reference. See "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
USE OF PROCEEDS
All Common Shares sold pursuant to this Prospectus will be sold by the
Selling Shareholders for their own accounts, and the Company will not receive
any proceeds from such sales.
SELLING SHAREHOLDERS
The Common Shares covered by this Prospectus were or will be initially
acquired on the open market for the accounts of the Selling Shareholders by the
trustee of the trust established by the Company under the Lamson & Sessions Co.
Deferred Compensation Plan for Nonemployee Directors (the "Plan") pursuant to an
offering of Common Shares by the Company under the Plan. The Selling
Shareholders from time to time may offer some or all of the Common Shares
covered by this Prospectus following distribution from the trust; therefore, no
estimate can be given as to the number of Common Shares that may be offered for
sale under this Prospectus at any particular time. The following table sets
forth the number of shares owned by the Selling Shareholders as of July 1, 1996,
and for each Selling Shareholder includes 2,000 shares subject to options
granted under the Nonemployee Directors Stock Option Plan which may be acquired
by such individuals within 60 days of September 16, 1996.
-3-
<PAGE> 7
<TABLE>
<CAPTION>
Number of
Name and Position (or Former Position) of Owned Shares Covered
Selling Shareholder Shares by This
- ------------------- ------ Prospectus
--------------
<S> <C> <C>
Francis H. Beam, Jr./Director 16,478 11,678
John C. Dannemiller/Director 26,165 22,465
George R. Hill/Director 26,093 23,093
A. Malachi Mixon, III/Director 58,958 20,958
D. Van Skilling/Director 26,085 23,785
</TABLE>
The Selling Shareholders are directors of the Company, but are not
employees of the Company. No Selling Shareholder owns more than one percent of
the issued and outstanding Common Shares.
PLAN OF DISTRIBUTION
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Common Shares covered by this Prospectus. The
Company anticipates that the Selling Shareholders will offer the Common Shares
covered by this Prospectus for sale from time to time on the New York Stock
Exchange or the Pacific Stock Exchange at the then-prevailing market prices. The
Selling Shareholders may also make private sales directly or through a broker or
brokers, who may act as agent or principal or as both agent and principal. If
Common Shares are sold through brokers, the Selling Shareholders may pay
customary brokerage charges and commissions. In connection with any sales, the
Selling Shareholders and any brokers participating in the sales may be deemed to
be "underwriters" within the meaning of the Securities Act; therefore,
commissions received by the brokers may be deemed to be underwriting commissions
under the Securities Act.
Any Common Shares covered by this Prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that rule rather
than pursuant to this Prospectus. There can be no assurances that any of the
Selling Shareholders will sell any or all of the Common Shares offered under
this Prospectus.
The Common Shares to which this Prospectus relates are listed on the
New York Stock Exchange and the Pacific Stock Exchange.
Transfer Agent and Registrar
- ----------------------------
National City Bank is the Transfer Agent and Registrar of the Common
Shares.
-4-
<PAGE> 8
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IV of the Company'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 Company 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 Company also maintains
fiduciary liability insurance on behalf of any person involved in the management
or administration of any employee benefit plan maintained by the Company.
The Company has entered into indemnification agreements with (a) each
director of the Company and (b) each executive officer of the Company, in each
case as discussed in the Company's Proxy Statement dated March 15, 1996 for its
annual meeting held on April 26, 1996 (which discussion is incorporated herein
by reference).
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements of the Lamson & Sessions Co.
appearing in The Lamson & Sessions Co.'s Annual Report (Form 10-K) for the
year ended December 30, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are, and
audited financial statements to be included in subsequently filed documents
will be, incorporated herein in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.
-5-
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore or hereafter filed by the Company
with the Commission are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report of the Company on Form 10-K for the fiscal year
ended December 30, 1995, its Quarterly Report on Form 10-Q for
the quarter ended, March 30, 1996; its Report on Form 8-K
dated June 6, 1996; and its Quarterly Report on Form 10-Q
for the quarter ended June 29, 1996; and
(b) Specimen Certificate of Common Shares, without par value with
Rights legend, which is contained in the Registration
Statement filed under the Exchange Act for the purpose of
registering such class of securities thereunder; and
(c) Rights Agreement, amended and restated as of February 14,
1990, by and between the Company and National City Bank
(incorporated by reference to Exhibit 4(g) to the Company's
Annual Report on Form 10-K for the year December 30, 1995);
and
(d) All reports filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all of the securities
offered under the Company's Deferred Compensation Plan for
Nonemployee Directors have been sold or deregistering all
securities then remaining unsold thereunder.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IV of the Company'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 Company 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
II-1
<PAGE> 10
to certain exclusions. The Company also maintains fiduciary liability insurance
on behalf of any person involved in the management or administration of any
employee benefit plan maintained by the Company.
The Company has entered into indemnification agreements with (a) each
director of the Company and (b) each executive officer of the Company as
discussed in the Company's Proxy Statement dated March 15, 1996 for its annual
meeting held on April 26, 1996 (which discussion is incorporated herein by
reference).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Common Shares to be resold by the Selling Shareholders were issued
to such Shareholders pursuant to the exemption from registration under the
Securities Act provided in section 4(2) thereof. Each of the Selling
Shareholders was a director of the Company at the time that such shares were
issued to each such shareholder pursuant to the Plan and, through such position,
had adequate access to information about the Company to make an informed
investment decision.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Document
------ -----------------------
4.1 Amended Articles of Incorporation of the Company
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on June
1, 1989).
4.2 Amended Code of Regulations of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year
December 31, 1994).
4.3 Specimen Certificate of Common Shares, without par
value with Rights legend (incorporated by reference
to Exhibit 3 to the Company's Registration Statement
on Form 8-A filed with the Securities and Exchange
Commission on June 1, 1989).
4.4 Deferred Compensation Plan For Nonemployee Directors.
4.5 Form of Right Certificate (incorporated by reference
to Exhibit 4(oo) to the Company's Registration
Statement on Form 8-A filed with the Securities and
Exchange Commission on August 25, 1988).
4.6 Rights Agreement, amended and restated as of February
14, 1990, by and between the Company and National
City Bank (incorporated by reference to Exhibit 4(g)
to the Company's Annual Report on Form 10-K for the
year December 30, 1995).
23 Consent of Ernst & Young LLP
24 Power of Attorney
II-2
<PAGE> 11
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or in 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 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. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high and of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration
statement to include any financial statements
required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous
offering. Financial statements and Information
otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-
effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other
information in the prospectus is at least as current
as the date of those
II-3
<PAGE> 12
financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3,
a post-effective amendment need not be filed to
include financial statements and information required
by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information
are contained in periodic reports filed with or
furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Exchange Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless the
opinion of its counsel the matter has been settled by
controlling precedent submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, and State of Ohio, on the 20th day of
September, 1996.
THE LAMSON & SESSIONS CO.
By /s/ James J. Abel
-----------------------
James J. Abel, Executive Vice President,
Secretary, Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ John B. Schulze
- ----------------------- Chairman of the Board, September 20, 1996
John B. Schulze President and Chief
Executive Officer (Principal
Executive Officer)
/s/ James J. Abel
- ----------------------- Executive Vice President, September 20, 1996
James J. Abel Secretary, Treasurer and
Chief Financial Officer
(Principal Financial officer
and Principal Accounting
Officer)
/s/ Francis H. Beam, Jr.*
- ----------------------- Director September 20, 1996
Francis H. Beam, Jr.
/s/ Leigh Carter*
- ----------------------- Director September 20, 1996
Leigh Carter
II-5
<PAGE> 14
Signatures Title Date
- ---------- ----- ----
/s/ Martin J. Cleary*
- -------------------------- Director September 20, 1996
Martin J. Cleary
/s/ John C. Dannemiller*
- -------------------------- Director September 20, 1996
John C. Dannemiller
/s/ George R. Hill*
- -------------------------- Director September 20, 1996
George R. Hill
/s/ John C. Morley*
- -------------------------- Director September 20, 1996
John C. Morley
/s/ A. Malachi Mixon, III*
- -------------------------- Director September 20, 1996
A. Malachi Mixon, III
/s/ D. Van Skilling*
- -------------------------- Director September 20, 1996
D. Van Skilling
*By signing his name hereto, the undersigned does sign and execute this
Registration Statement on Form S-8 pursuant to a Power of Attorney executed on
behalf of the above named officers and directors of the Company and filed with
the Commission as Exhibit 24 hereto.
By /s/ James J. Abel Date: September 20, 1996
-----------------------------------
Attorney-in-fact
II-6
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
Exhibit in Sequentially
Number Exhibit Description Numbered Copy
- ------ ------------------- -------------
<S> <C>
4.1 Amended Articles of Incorporation of the
Company (incorporated by reference to
Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the
Securities and Exchange Commission on
June 1, 1989).
4.2 Amended Code of Regulations of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year
December 31, 1994).
4.3 Specimen Certificate of Common Shares,
without par value with Rights legend
(incorporated by reference to Exhibit 3 to the
Company's Registration Statement on Form
8-A filed with the Securities and Exchange
Commission on June 1, 1989).
4.4 Deferred Compensation Plan for
Nonemployee Directors.
4.5 Form of Right Certificate (incorporated by
reference to Exhibit 4(oo) to the Company's
Registration Statement on Form 8-A filed
with the Securities and Exchange
Commission on August 25, 1988).
4.6 Rights Agreement, amended and restated as
of February 14, 1990, by and between the
Company and National City Bank
(incorporated by reference to Exhibit 4(g)
to the Company's Annual Report on
Form 10-K for the year December 30,
1995).
23 Consent of Ernst & Young LLP
24 Power of Attorney
</TABLE>
II-7
<PAGE> 1
EXHIBIT 4.4
THE LAMSON & SESSIONS CO.
DEFERRED COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTORS
(effective January 1, 1991)
ARTICLE I
PURPOSE OF THE PLAN
The purpose of The Lamson & Sessions Co. Deferred Compensation Plan for
Nonemployee Directors is to provide any Director of the Company with the option
to defer receipt of the compensation payable to him or her for services as a
Director and to help build loyalty to the Company through increased investment
in Company stock.
ARTICLE II
DEFINITIONS
As used herein, the following words shall have the meanings stated after
them unless otherwise specifically provided:
2.1 "Committee" shall mean the Administration Committee described in
Section 7.1 hereof.
2.2 "Company" shall mean The Lamson & Sessions Co.
2.3 "Director" shall mean any nonemployee director of the Company.
2.4 "Trust Agreement" shall mean the Trust Agreement dated as of February
28, 1991 entered into between the Company and the Trustee in connection with the
Plan.
2.5 "Trustee" shall mean National City Bank, any corporate successor to a
majority of its trust business, or any successor Trustee hereunder.
ARTICLE III
ELECTIONS BY DIRECTORS
3.1. ELECTION TO DEFER. No later than June 30 of any year, a Director may
elect to defer payment of the compensation payable to him or her for future
services as a Director commencing January 1 of the following year. If a Director
becomes a Director after the beginning of any calendar year, the Director may
elect to defer payment of the compensation payable to him or her for future
services as a Director. Such election must be made within thirty days after he
or she becomes a Director and shall be made on an election form specified by the
Committee ("Election Form"). Once an election becomes effective pursuant to
this Article, the election shall be irrevocable and remain in effect until the
electing Director is no longer a director of the Company.
1
<PAGE> 2
3.2. EFFECTIVENESS OF ELECTIONS. Elections shall be effective six months
after the delivery of an Election Form to the Committee except for elections
made prior to the effective date of this Plan, which shall be effective as of
January 1, 1991. Subject to the provisions of Article V, amounts deferred
pursuant to such elections shall be distributed at the time and in the manner
set forth in such election.
3.3. AMENDMENT AND TERMINATION OF ELECTIONS. A Director may terminate or
amend his or her election to defer payments of compensation in a written notice
delivered to the Committee. Either a termination or amendment shall be permitted
only one time after the initial election becomes effective and shall apply to
all compensation payable for services as a Director after the end of the year
that such amendment or termination was made. Amendments which serve only to
change the beneficiary designation shall be permitted at any time as often as
necessary. Amounts credited to a Director's account pursuant to Section 4.2
hereof prior to the effective date of any termination or amendment shall not be
affected thereby and shall be paid at the time and in the manner specified in
the election form in effect when the deferral occurred.
ARTICLE IV
ACCOUNTS AND INVESTMENTS
4.1. CONTRIBUTIONS. The Company shall transfer an amount equal to one
hundred percent (100%) of the compensation deferred pursuant to this Plan to the
Trustee if the Director elects to have such compensation invested in a money
market fund. In the event that a Director elects to have his or her
compensation invested in Company stock then the Company shall transfer an
amount equal to one hundred twenty five percent (125%) of such compensation to
the Trustee. Such transfer shall be made within thirty days after such deferred
amounts would otherwise have been paid to the Director.
4.2. ESTABLISHMENT OF ACCOUNTS. The Trustee shall establish a separate
"Deferred Compensation Account" for any Director who defers compensation
pursuant to the Plan. Amounts deferred by each Director shall be paid in cash
to the Trustee by the Company and credited to such Director's Deferred
Compensation Account.
4.3. ADJUSTMENT OF ACCOUNTS. As of December 31 of each year and on such
other dates as the Committee directs, the fair market value of the assets of
the Trust allocated to all Deferred Compensation Accounts (the "Trust Fund")
shall be determined by the Trustee.
4.4. INVESTMENT OF ASSETS. The assets of the Trust Fund shall be held by
the Trustee in the name of the Trust. As amounts are received by the Trustee,
it shall invest the funds pursuant to the Trust Agreement.
4.5. ASSETS HELD IN CASH. The Trustee may, in its sole discretion,
maintain in cash such amounts as it deems necessary. Amounts maintained in cash
by the Trustee shall be kept to a minimum consistent with the duties and
obligations of the Trustee as set forth in the Trust Agreement and shall not be
required to be invested at interest.
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ARTICLE V
PAYMENT OF ACCOUNTS
5.1. TIME OF PAYMENT. Distribution of a Director's account shall commence
upon the earlier of: (i) within thirty days after the date the Director attains
either age fifty-five, age sixty, age sixty-five, or age seventy, as specified
by the Director on the Election Form, or (ii) within thirty days after the
Director's termination as a Director due to resignation, retirement, death or
otherwise.
5.2. METHOD OF DISTRIBUTION. Each Deferred Compensation Account shall be
distributed to the Director either in a lump sum or in equal annual installments
over a period of not more than ten years as specified in each Director's
Election Form. Deferred Compensation Accounts shall be distributed in kind.
5.3. HARDSHIP DISTRIBUTIONS. Prior to the time a Director's account
becomes payable, the Committee, in its sole discretion, may elect to distribute
all or a portion of a Director's account in the event such Director requests a
distribution on account of severe financial hardship. For purposes of this
Plan, severe financial hardship shall be deemed to exist in the event the
committee determines that a Director needs a distribution to meet immediate and
heavy financial needs resulting from a sudden or unexpected illness or accident
of the Director or a member of his or her family, loss of the Director's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Director.
A distribution based on financial hardship shall not exceed the amount required
to meet the immediate financial need created by the hardship.
5.4 DESIGNATION OF BENEFICIARY. Upon the death of a Director, his or her
account shall be paid to the beneficiary or beneficiaries designated by him or
her. If there is no designated beneficiary, or no designated beneficiary
surviving at a Director's death, payment of a Director's account shall be made
to his or her estate. Beneficiary designations shall be made in writing. A
Director may designate a new beneficiary or beneficiaries at any time by
notifying the Committee.
5.5. TAXES. In the event any taxes are required by law to be withheld or
paid from any payments made pursuant to the Plan, the Trustee shall deduct such
amounts from such payments and shall transmit the withheld amounts to the
appropriate taxing authority.
ARTICLE VI
CREDITORS AND INSOLVENCY
6.1. CLAIMS OF THE COMPANY'S CREDITORS. All assets held in Trust pursuant
to the provisions of this Plan, and any payment to be made by the Trustee
pursuant to the terms and conditions of the Trust, shall be subject to the
claims of general creditors of the Company, including judgement creditors and
bankruptcy creditors. The rights of a Director or his or her beneficiaries to
any assets of the Trust Fund shall be no greater than the rights of an unsecured
creditor of the Company.
6.2 NOTIFICATION OF INSOLVENCY. In the event the Company becomes
insolvent, the Board of Directors of the Company and the chief executive officer
of the Company shall immediately notify the Trustee of that fact. The Trustee
shall not make any payments from the Trust Fund to any Director or any
beneficiary under the Plan after such notification is received or at any time
after the Trustee has knowledge of such insolvency. Under any such circumstance,
the Trustee shall deliver any property held in the Trust Fund only as a court of
competent jurisdiction may direct to satisfy the claims of the Company's
creditors. For purposes of this Plan, the Company shall be deemed to be
insolvent if the
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Company is subject to a pending voluntary or involuntary proceeding as a debtor
under the United States Bankruptcy Code, as amended, or is unable to pay its
debts as they mature.
ARTICLE VII
ADMINISTRATION
7.1 APPOINTMENT OF COMMITTEE. The Board of Directors of the Company shall
appoint an Administrative Committee consisting of not less than three persons
to administer the Plan. Members of the Committee shall hold office at the
pleasure of the Board of Directors and may be dismissed at any time with or
without cause. Such persons serving on the Committee need not be members of the
Board of Directors of the Company.
7.2. POWERS OF THE COMMITTEE. The Committee shall administer the Plan and
resolve all questions of interpretation arising under the Plan with the help of
legal counsel, if necessary. Whenever directions, designations, applications,
requests or other notices are to be given by a Director under the Plan, they
shall be filed with the Committee. The Committee shall have no discretion with
respect to Plan contributions or distributions but shall act in an
administrative capacity only.
ARTICLE VIII
MISCELLANEOUS
8.1 TERM OF PLAN. The Company reserves the right to amend or terminate the
Plan at any time; provided, however, that no amendment or termination shall
affect the rights of Directors to amounts previously credited to their accounts
pursuant to Section 4.2. The Trust shall remain in effect until such time as the
entire corpus of the Trust Fund has been distributed pursuant to the terms of
the Plan.
8.2 ASSIGNMENT. No right or interest of any Director (or any person
claiming through or under such Director) other than the surviving spouse of
such Director after he or she is deceased in any benefit or payment herefrom
shall be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of such Director. If any
Director or any such person (other than the surviving spouse of such Director
after he or she is deceased) shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy to other
event happening at any time such benefits would devolve upon anyone else or
would not be enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest in any such benefit to the extent the Committee
considers necessary or advisable to prevent or limit the effects of such
occurrence. Termination shall be effected by filing a written "termination
declaration" with the Committee records and making reasonable efforts to deliver
a copy to such Director or his or her legal representative.
As long as any Director is alive, any benefits affected by the termination
shall be retained by the Trust and, in the Committee's sole and absolute
judgment, may be paid to or expended for the benefit of such Director, his or
her spouse, his or her children or any other person or persons in fact dependent
upon him or her in such a manner as the Committee shall deem proper. Upon the
death of any Director, all benefits withheld from him or her and not paid to
others in accordance with the preceding sentence shall be distributed to such
Director's estate or to his or her creditors and if such Director shall have
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descendants, including adopted children, then living, distribution shall be made
to such Director's then living descendants, including adopted children, per
stirpes.
In addition, a Director or beneficiary shall have no rights against or
security interest in the assets of the Trust Fund and shall have only the
Company's unsecured promise to pay benefits. All assets of the Trust Fund shall
remain subject to the claims of the Company's general creditors.
8.3 TAXES. This Plan is intended to be treated as an unfunded deferred
compensation plan under the Internal Revenue Code. It is the intention of the
Company that the amounts deferred pursuant to this Plan shall not be included in
the gross income of the Directors or their beneficiaries until such time as the
deferred amounts are distributed from the Plan. If, at any time, it is
determined that amounts deferred pursuant to the Plan are currently taxable to
the Directors or their beneficiaries, the Trust shall terminate and any amounts
held in the Trust Fund shall be distributed immediately to the Directors or
their beneficiaries.
8.4 EFFECTIVE DATE OF PLAN. The Plan shall be effective as of January 1,
1991 subject to approval by the shareholders of the Company. Any contributions
made prior to such shareholder approval shall be contingent on such approval.
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement and Prospectus (Form S-8) pertaining to the
Deferred Compensation Plan For Nonemployee Directors of The Lamson & Sessions
Co. and to the incorporation by reference therein of our report dated January
18, 1996, with respect to the consolidated financial statements and schedule
of The Lamson & Sessions Co. included in its Annual Report (Form 10-K) for the
year ended December 30, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
September 20, 1996
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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 Deferred Compensation
Plan for Nonemployee Directors, 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 the substitutes may lawfully do
or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the 20th day of September, 1996.
/s/ Francis H. Beam, Jr. /s/ George R. Hill
- ---------------------------------- ---------------------------------
Francis H. Beam, Jr. George R. Hill
Director Director
/s/ Leigh Carter /s/ John C. Morley
- ---------------------------------- ---------------------------------
Leigh Carter John C. Morley
Director Director
/s/ Martin J. Cleary /s/ A. Malachi Mixon, III
- ---------------------------------- ---------------------------------
Martin J. Cleary A. Malachi Mixon, III
Director Director
/s/ John C. Dannemiller /s/ D. Van Skilling
- ---------------------------------- ---------------------------------
John C. Dannemiller D. Van Skilling
Director Director
