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As filed with the Securities and Exchange Commission on October 16, 1998
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE LAMSON & SESSIONS CO.
(Exact name of registrant as specified in its charter)
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Ohio 34-0349210
(State of incorporation) (I.R.S. Employer Identification Number)
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25701 Science Park Drive
Cleveland, OH 44122-9803
(216) 464-3400
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
James J. Abel
Executive Vice President, Secretary, Treasurer and Chief Financial Officer
25701 Science Park Drive
Cleveland, OH 44122-9803
(216) 464-3400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:[ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share Offering Price (2)(3) Registration Fee
- ----------------------------------- ----------------- -------------------- --------------------- ----------------------------
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Common Shares 1,800,000 $4.375 $7,875,000 $2,324
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(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to The Lamson & Sessions Co. 1988
Incentive Equity Performance Plan described herein.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of the high and low sale
prices for shares of Common Stock on the New York Stock Exchange on
October 12, 1998.
(3) Estimated solely for the purpose of determining the registration fee.
================================================================================
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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PROSPECTUS
The Lamson & Sessions Co.
1,800,000 Shares
Common Stock (without par value)
This Prospectus relates to the sale of up to 1,800,000 shares of common
stock, without par value (the "Common Stock") of The Lamson and Sessions Co., an
Ohio corporation (the "Company") pursuant to The Lamson & Sessions Co. 1988
Incentive Equity Performance Plan, as amended (the "Plan").
The Company's principal executive offices are at 25701 Science Park
Drive, Cleveland, OH 44122 (Telephone (216) 464-3400).
The Company's Common Stock is listed on the New York and Pacific Stock
Exchanges.
On October 12, 1998, the reported last sale price of the Common Stock
on the New York Stock Exchange was $4.3125 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this Prospectus is October 15, 1998.
TABLE OF CONTENTS
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Page
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Available Information..........................................................1
Incorporation of Certain Documents by Reference................................2
The Company....................................................................2
Use of Proceeds................................................................2
Plan of Distribution...........................................................2
General Information about the Plan.............................................2
Federal Income Tax Consequences of Transferable Stock Options..................7
Legal Matters..................................................................8
Experts ......................................................................8
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AVAILABLE INFORMATION
The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any such reports, statements and other information that
the Company files, at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The Company's SEC filings are also
available from the New York Stock Exchange, from commercial document retrieval
services and from the Internet site maintained by the SEC at http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Company to "incorporate by reference" the
information it files with the SEC. This means that important disclosures
contained in the Company's filings, although not repeated in the Prospectus, are
considered to be included in this Prospectus, because the filings are listed
below. Later information filed with the SEC will update and supersede the
information in the documents listed below. These later filings will also be
considered to be included in this Prospectus. The documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), comprise
the incorporated documents:
(1) Annual Report on Form 10-K for the fiscal year ended January 3,
1998;
(2) Quarterly Reports on Forms 10-Q for the fiscal quarters ended April
4, 1998 and July 4, 1998;
(3) Current Report on Form 8-K filed September 8, 1998; and
(4) The description of the Company's Common Stock contained in the
Registration Statements filed by the Company under Section 12 of the Exchange
Act for purposes of registering such security thereunder, and any amendments and
reports filed for purposes of updating that description.
The Company will provide without charge to each person, including any
beneficial owner, a copy of any or all of the documents incorporated by
reference in this Prospectus (but not exhibits to such documents, unless the
exhibits are specifically incorporated by reference in such documents). Written
or telephone requests should be directed to The Lamson & Sessions Co. at its
principal executive offices, 25701 Science Park Drive, Cleveland, Ohio
44122-9803, Attention: Secretary (telephone (216)464-3400).
THE COMPANY
The Company is a leading producer of thermoplastic enclosures,
fittings, conduit and pipe, and wiring devices for the electrical, construction,
consumer, power, communications and waste-water markets. The Company was
incorporated in Ohio in 1883. Its principal executive offices are located at
25701 Science Park Drive, Cleveland, Ohio 44122-9803.
USE OF PROCEEDS
The amount of proceeds to be received by the Company upon the exercise
of transferable stock options and the sale of the shares of Common Stock to
which this Prospectus relates will depend upon the exercise prices of the stock
options and the extent to which the options are exercised. The Company intends
that the net proceeds received upon the exercise of transferable stock options
will be used for general corporate purposes.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus are being offered
by the Company to transferees of stock options. Stock options that may be
transferred have been granted to officers and other key employees under the
Plan. Certain provisions of the Plan are described in the next section, "General
Information about the Plan."
GENERAL INFORMATION ABOUT THE PLAN
INTRODUCTION
The Company adopted the Plan in order to encourage officers and other
key employees of the Company, its subsidiaries, and its affiliates to become
owners of Common Stock of the Company. Such ownership is designed to increase
interest of officers and other key employees in the Company's long-term success,
to provide incentive equity opportunities that are competitive with other
similarly situated corporations, and to recognize the achievements of officers
and other key employees.
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The Plan was approved by the shareholders of the Company on May 5,
1988. It was amended on September 22, 1988, December 20, 1990, April 24, 1992,
April 26, 1996 and February 26, 1998.
The Plan is an unfunded plan, and it does not give any participant
rights that are superior to those of the Company's general creditors. The Plan
is not subject to the provisions of the Employee Retirement Income Security Act
of 1974 and is not qualified under Section 401(a) of the Internal Revenue Code
of 1986 (the "Code").
ADMINISTRATION
The Compensation and Organization Committee of the Board of Directors
of the Company (the "Board") administers the Plan. It is composed of members of
the Board, and members of the Compensation and Organization Committee are not
eligible to participate in the Plan. Members of the Compensation and
Organization Committee serve at the pleasure of the Board.
The Compensation and Organization Committee is authorized to, among
other matters, select which key employees and officers will participate in the
Plan, and to determine the size of and the conditions and terms applicable to,
the awards and grants made to these individuals. The Compensation and
Organization Committee also is empowered to interpret the provisions of the Plan
and the provisions of any awards or agreements under the Plan. All decisions of
the Compensation and Organization Committee are final.
OPTION AGREEMENTS
Each stock option granted under the Plan is evidenced by a stock option
agreement between the participant and the Company, in such form as the
Compensation and Organization Committee deems appropriate.
AWARDS UNDER THE PLAN
Awards under the Plan may be of four types: (i) stock options, (ii)
Stock Appreciation Rights attached to such options, (iii) Restricted Stock, and
(iv) Deferred Stock. Stock options are rights to purchase shares of Common Stock
at a specified price. Stock Appreciation Rights are rights to receive cash
and/or Common Stock in amounts equal to the difference between the related stock
option price and the value of the underlying shares of Common Stock. A
Restricted Stock award is a conditional award of shares of Common Stock, the
vesting of which is subject to certain terms, conditions, and restrictions
imposed by the Compensation and Organization Committee. A Deferred Stock award
is the right to receive shares of Common Stock in one or more installments after
the end of a deferral period, which right may be subject to certain conditions.
A total of 1,800,000 shares of Common Stock (500,000 of which were
approved in 1988, 650,000 of which were added in 1992 and 650,000 of which were
added in 1996) are authorized for award under the Plan. If awards are made under
the Plan but terminate without a distribution of shares of Common Stock being
made pursuant thereto, the shares of Common Stock that were the subject of such
awards will become available again for distribution under the Plan. Restricted
Stock will be deemed to have been issued or transferred at the earlier of the
time when such Restricted Stock is no longer subject to a substantial risk of
forfeiture or when dividends are paid thereon.
Stock Options. The Company may grant options to purchase shares of
Common Stock at per share prices not less than the fair market value of the
shares of Common Stock at the time the option is granted. The Company may grant
stock options intended to qualify as incentive stock options, as defined in
Section 422A of the Code ("Incentive Stock Options"), or stock options not
intended to so qualify ("Non-Qualified Stock Options").
The Compensation and Organization Committee will fix the term of each
stock option, and the term during which a participant may exercise the stock
option. The term of an Incentive Stock Option may not exceed ten years after the
date such option is granted, and the term of a Non-Qualified Stock Option may
not exceed ten years and a day from the date such option is granted. Generally,
a participant is not permitted to exercise a stock option until at least one
year after its grant, unless the Compensation and Organization Committee
determines otherwise.
An option holder exercises a stock option by giving written notice to
the Company that specifies the number of shares of Common Stock the option
holder wishes to purchase and by delivering payment in full for the
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shares of Common Stock by certified or bank check or such other means acceptable
to the Compensation and Organization Committee. The Compensation and
Organization Committee may permit payment to be made by surrender of
unrestricted shares of Common Stock, or in the case of Non-Qualified Stock
Options, by surrender of Restricted Stock or Deferred Stock subject to an award
under the Plan, valued at fair market value on the date of exercise. To the
extent payment is made by delivery of Restricted Stock or Deferred Stock, the
shares of Common Stock acquired by the exercise of the stock option equal in
number to the number of shares of Restricted Stock or Deferred Stock surrendered
on exercise will also be restricted or deferred. Upon its receipt of notice to
exercise a stock option, the Compensation and Organization Committee may cashout
all or part of that stock option by paying in cash or shares of Common Stock an
amount equal to the excess of the fair market value of the stock subject to such
option over the option price. Until an option holder exercises the stock option,
the option holder enjoys none of the rights of a shareholder, such as voting
rights or rights to any dividends.
To the extent necessary to so qualify an award as an Incentive Stock
Option, the aggregate fair market value of the shares of Common Stock,
determined as of the time of grant, with respect to which Incentive Stock
Options are exercisable for the first time by an option holder during any
calendar year under the Plan as well as under any other stock option plan of the
Company, or a subsidiary or parent corporation thereof, or any predecessor of
any such corporation, shall not exceed $100,000. The Plan imposes no other
limitations upon the number of stock options that a participant may receive.
If a participant terminates employment because of a retirement or
permanent disability, the participant may exercise the stock option, to the
extent it is then exercisable (or on such accelerated basis as the Compensation
and Organization Committee approves), for a maximum of three years or for such
shorter period as the Compensation and Organization Committee specifies at
grant, subject to the stated term of the stock option. If a participant
terminates employment because of retirement or permanent disability, and then
dies while the stock option is still exercisable, the stock option will be
exercisable for a maximum of one year from the date of death, subject to the
stated term of the stock option.
If a participant terminates employment because of death, a stock option
may be exercised, to the extent then exercisable (or on such accelerated basis
as the Compensation and Organization Committee approves), for a maximum of one
year from the date of death, subject to the stated term of the stock option. The
Compensation and Organization Committee is permitted to extend this period up to
a maximum of three years, subject to the stated term of the stock option.
If a participant terminates employment for any reason other than death,
permanent disability or retirement, the participant is permitted three months to
exercise stock options that are then exercisable. However, if a participant's
employment is terminated for Cause (as defined by the Plan) all stock options in
the participant's name will be immediately canceled.
Stock Appreciation Rights. In connection with the grant of a stock
option, the Compensation and Organization Committee may also grant a Stock
Appreciation Right, which entitles the holder to receive an amount in cash
and/or shares of Common Stock, as determined by the Compensation and
Organization Committee, equal to the excess of the fair market value of the
shares of Common Stock covered by the Stock Appreciation Right over the option
price of those shares of Common Stock.
A holder may exercise or transfer a Stock Appreciation Right only at
the times and to the extent that the holder is permitted to exercise or transfer
the underlying stock option, provided that a Stock Appreciation Right may not be
exercised during the first six months of its term, except in the event of death
or permanent disability of the option holder. A holder exercises a Stock
Appreciation Right by surrendering the underlying stock option. To the extent
the stock option has been thus surrendered, it can no longer be exercised.
Likewise, to the extent the underlying stock option is exercised or terminated
the related Stock Appreciation Right is terminated. However, if a Stock
Appreciation Right is granted with respect to less than the full number of
shares of Common Stock covered by the related stock option, the Stock
Appreciation Right shall not be reduced until the number of shares of Common
Stock covered by the terminated or exercised stock option is less than the
number of shares of Common Stock covered by the related Stock Appreciation
Right, unless otherwise determined by the Compensation and Organization
committee at grant.
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Restricted Stock. The Compensation and Organization Committee may award
restricted shares of Common Stock which are subject to conditions specified in
the Plan and to other terms and conditions that the Compensation and
Organization Committee may determine, which conditions may include the
attainment of performance goals. These terms and conditions may differ among
participants. The Plan imposes no limitations upon the amount of Restricted
Stock a participant may receive.
Within 60 days subsequent to the award of Restricted Stock, or such
shorter time as the Compensation and Organization Committee specifies at the
time of award, the recipient of the award who intends to accept such award must
evidence such acceptance by executing and delivering a Restricted Stock Award
Agreement and paying the purchase price determined by the Compensation and
Organization Committee. This agreement will contain the restrictions to which
the Restricted Stock is subject. The Compensation and Organization Committee is
permitted to later waive, accelerate or relax these restrictions.
Upon the acceptance of the award of Restricted Stock, a participant
will receive a stock certificate, which will bear a legend referring to the
terms, conditions and restrictions applicable to the award. The Compensation and
Organization Committee may require that these stock certificates be held in the
custody of the Company until the restrictions on the Restricted Stock have
lapsed, and may require the participant to deliver a stock power, endorsed in
blank, relating to the shares of Common Stock that are the subject of the award.
Upon the acceptance of the award of Restricted Stock, the participant
will have the rights of a shareholder of the Company, including voting rights
and rights to dividends, when declared. Dividends on Restricted Stock will be
deferred and automatically reinvested in additional shares of Restricted Stock,
unless the Compensation and Organization Committee determines otherwise.
When the applicable restrictions have lapsed, the participant will
receive unrestricted shares of Common Stock. If a participant terminates
employment before the restrictions have lapsed, all shares and the purchase
price, if any, for such shares will be forfeited. However, the Restricted Stock
award agreement may provide otherwise, and the Compensation and Organization
Committee may waive the forfeiture in the event that a participant's employment
has been terminated because of death, permanent disability, retirement, or in
the event of hardship or special circumstances. The Compensation and
Organization Committee may not waive forfeiture if the participant's employment
has been terminated for Cause (as defined in the Plan).
Deferred Stock. The Compensation and Organization Committee may also
make Deferred Stock awards. Deferred Stock may not be sold, transferred,
pledged, assigned or otherwise encumbered until the deferral period expires. At
the end of the deferral period, or any additional deferral periods elected by
the participant and approved by the Compensation and Organization Committee, the
participant shall receive the shares without the need for any payment. The
Compensation and Organization Committee may impose conditions upon the right to
receive the shares of Common Stock that are the subject of a Deferred Stock
award, which conditions may include the attainment of specified performance
goals. The terms and conditions applicable to Deferred Stock awards may differ
among participants. The Plan imposes no limitations upon the amount of Deferred
Stock a participant may receive.
The recipient of Deferred Stock who intends to accept such award must
evidence that acceptance by executing a Deferred Stock award agreement, the
terms of which govern the award of the Deferred Stock. Amounts equal to the
dividends that would have been payable on the Deferred Stock had it been
outstanding shall be invested in additional Deferred Stock that will be subject
to the same deferral limitations as the initial award. Until the applicable
deferral period expires, the recipient of the Deferred Stock award will not have
any rights as a shareholder of the Company.
If a participant terminates employment before the end of the deferral
period, all shares will be forfeited. However, the Deferred Stock award
agreement may provide otherwise, and the Compensation and Organization Committee
may waive forfeiture, if a participant's employment has been terminated because
of death, permanent disability, retirement or in the event of hardship or
special circumstances of the participant. The Compensation and Organization
Committee may not waive forfeiture if a participant's employment has been
terminated for Cause (as defined in the Plan).
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A participant may elect to further defer receipt of the Deferred Stock
for a specified period or until a specified event occurs, subject to the
Compensation and Organization Committee's approval and to any terms determined
by the Compensation and Organization Committee. A participant must make such an
election at least twelve months before the end of the deferral period (or the
applicable deferral period with respect to any installment of such an award),
subject to any exceptions granted by the Compensation and Organization
Committee.
Deferred Stock and Restricted Stock Issued in Connection with the
Program. In February of 1997, the Compensation and Organization Committee
adopted the Annual Executive Incentive Compensation Program (the "Program")
which provides for use of Deferred Stock and Restricted Stock issued under the
Plan as a payout vehicle for the Program.
The Program was adopted to provide selected executives a competitive
level of performance-based incentive compensation when the annual objectives of
the Company and the individual executives are achieved. Participants in the
Program are executives recommended by the Chief Executive Officer and approved
by the Compensation and Organization Committee. The Program is adopted annually
by the Compensation and Organization Committee and may be amended, modified or
discontinued by the Compensation and Organization Committee in its discretion.
The Program is administered by the Corporate Management Compensation Committee
(the "Management Committee"), under the direction of the Compensation and
Organization Committee.
Prior to the beginning of each program year beginning in 1998,
participants in the Program must make an election to receive payout in the form
of (1) cash, (2) Deferred Stock from the Plan, or (3) a combination of the
above.
If a participant in the Program elects to receive payout in Deferred
Stock, then, at the time that the Management Committee determines such
executive's incentive compensation or bonus for that year, the award will be
multiplied by the percentage that is to be paid in Deferred Stock under the
Plan, and that dollar amount will be divided by the Fair Market Value. That
number of shares of Deferred Stock will be immediately awarded. In addition, a
dollar amount equal to 20% of the award that is being paid in Deferred Stock
will also be divided by the Fair Market Value and such executive will be awarded
that number of shares of Restricted Stock under the Plan. (Fair Market Value has
the meaning set forth in the Plan as determined on the date the Management
Committee makes the award.)
Deferred Stock issued as a payout under the Program will have a
deferral period of three years. The Deferred Stock award agreement will provide
in accordance with Section 8(c)(iii) of the Plan that the Deferred Stock issued
in connection with the Program will not be subject to risk of forfeiture.
Restricted Stock issued as a payout under the Program will have a restriction
period of three years and will become 100% vested at the end of such period. If
a participant in the Program leaves the employment of the Company during the
restriction period, for reasons other than death, disability or retirement, the
Restricted Stock will be forfeited.
TRANSFERABILITY OF STOCK OPTIONS
The Plan was amended in February 1998 to make stock options granted
under the Plan transferable. Except as described in this Section, each stock
option granted under the Plan to a participant is not to be transferable other
than by will or the laws of descent and distribution. However, upon request by a
participant to purchase shares of Common Stock upon exercise of a stock option,
such shares may be issued or transferred into the names of the participant and
another person jointly with rights of survivorship. Notwithstanding the
foregoing, stock options are transferable, by the participant, at any time prior
to the participant's death, to (i) members of the participant's immediate
family, (ii) a trustee of a trust for the primary benefit of members of the
participant's immediate family, or (iii) a partnership of which members of the
participant's immediate family are the only partners. The purpose of this
limited transferability provision is to allow participants who receive stock
options to make a gift of such stock options for estate planning purposes.
The term "immediate family" has the meaning stated in Rule 16a-1(e) of
the Exchange Act. The definition of immediate family currently includes any (i)
child, stepchild and grandchild, (ii) parent, step-parent and grandparent, (iii)
spouse, (iv) sibling, and (v) mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law. The definition of immediate
family also includes adoptive relationships.
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Transfer of stock options will be permitted only if the participant
does not receive any consideration for the transfer, and the transfer is
approved in advance by the Compensation and Organization Committee. The transfer
of stock options shall be evidenced by an appropriate written document executed
by the participant, and a copy shall be delivered to the Compensation and
Organization Committee on or prior to the effective date of the transfer.
Upon transfer of stock options to a transferee, the transferred stock
options continue to be governed by and subject to the terms and limitations of
the Plan and its related stock option agreement. The transferee is entitled to
the same rights as the participant under the Plan and the related stock option
agreement, as if no transfer had taken place.
ADDITIONAL PROVISIONS OF THE PLAN
Adjustments. In the event of stock dividends, stock splits or other
changes in the Company's capital structure, the Board may adjust the number of
shares of Common Stock available under the Plan and also the size and other
terms of outstanding awards and grants as may be determined to be appropriate by
the Board.
Amendments and Term. The Board may amend, alter or discontinue the Plan
at any time but in doing so the Board may not impair the rights of a participant
under any previous award or grant, except with the consent of that participant.
Also, the Board may not, except as provided in the Plan, increase the number of
shares of Common Stock reserved for grants or awards pursuant to the Plan, or
change the class of employees eligible to participate in the Plan, extend the
maximum option period, or materially increase the benefits under the Plan,
without approval of the Company's shareholders. No award under the Plan may be
made after May 5, 1998.
Change in Control Provisions. In the event of a Change in Control or a
Potential Change in Control (both as defined in the Plan) the Board or the
Compensation and Organization Committee may provide that (1) Stock Appreciation
Rights that have been outstanding for at least six months and any outstanding
stock options are fully vested and immediately exercisable; (2) the restrictions
on Restricted Stock and the deferral limitations on Deferred Stock are lifted
and such shares and awards are fully vested; and (3) any or all stock options,
Restricted Stock or Deferred Stock will be cashed out on the basis of the Change
of Control Price (as defined in the Plan).
FEDERAL INCOME TAX CONSEQUENCES OF TRANSFERABLE STOCK OPTIONS
This section is not intended to be a complete statement of the Federal
income tax aspects of the Plan and does not describe the possible effects of
state and other income taxes or of gift, estate, inheritance and generation
skipping taxes. Prior to making a transfer of a stock option, a participant or
transferee should consult with his or her personal tax advisors concerning the
possible Federal and state gift, estate, inheritance, and generation skipping
tax consequences of such a transfer, as well as the Federal, state and local
income tax consequences which are not addressed herein. The discussion of
Federal income tax consequences for the participant and the transferee set forth
below assumes that the transferred stock option does not have a readily
ascertainable fair market value at the date of grant and that the transfer of a
stock option during a participant's lifetime is made by way of gift and no
consideration is received therefor.
PARTICIPANT TRANSFERORS
A participant who transfers stock options to members of his or her
immediate family, a trust for the primary benefit of members of his or her
immediate family or a partnership of which the only partners are members of
his or her immediate family, will not recognize income at the time of the
transfer. Instead, at the time the transferee exercises the transferred stock
option, the participant will generally recognize ordinary income in an amount
equal to the excess of the fair market value of the shares of Common Stock on
the date of exercise over the option exercise price. Moreover, such income will
be subject to payment and withholding of income and FICA taxes. Subject to
certain limitations, the Company will generally be entitled to claim a Federal
income tax deduction at the same time, and in the same amount, as the
participant recognizes ordinary income. In the event the transferee exercises
the stock option after the death of the participant, any such ordinary income
will be recognized by the participant's estate.
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STOCK OPTION TRANSFEREES
A transferee will not recognize taxable income at the time of the
transfer of the stock option. As described in the preceding paragraph, the
participant (or the estate of the participant, as the case may be) and not the
transferee will generally recognize ordinary income at the time the transferee
exercises the stock option. A transferee who chooses to exercise the stock
option in whole or in part by delivery of other shares of Common Stock already
owned by the transferee should consult with his or her own tax advisor
concerning the tax consequences of such a transaction.
SUBSEQUENT SALE OF COMMON STOCK
If shares of Common Stock acquired upon exercise of a transferred stock
option are later sold or exchanged by the transferee, then the difference
between the sales price and the transferee's tax basis for the shares will
generally be taxable to the transferee as long-term or short-term capital gain
or loss (if the stock is a capital asset of the transferee) depending upon
whether the shares have been held for more than one year after the exercise
date. If the shares have been held for over 18 months, more preferential
long-term capital gains rates may apply under recently enacted tax legislation.
The tax basis for the shares in the hands of the transferee would be equal to
the fair market value of the shares at the time of exercise of the transferred
stock option.
BECAUSE THE TAX CONSEQUENCES TO A PARTICIPANT OR A TRANSFEREE MAY VARY
DEPENDING ON HIS OR HER INDIVIDUAL CIRCUMSTANCES, EACH PARTICIPANT AND
TRANSFEREE SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR REGARDING THE FEDERAL
AND ANY STATE, LOCAL OR FOREIGN TAX CONSEQUENCES TO HIM OR HER.
LEGAL MATTERS
Jones, Day, Reavis & Pogue has given its legal opinion regarding the
validity of the shares of Common Stock offered by this Prospectus.
EXPERTS
The consolidated financial statements of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended January 3, 1998,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report (which contains an explanatory paragraph describing that the
Company changes its method of accounting for business process reengineering
costs) thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities registered hereby:
<TABLE>
<S> <C>
SEC registration fee...................................................$ 2,324
Legal fees...............................................................8,000
Accounting fees and expenses.............................................4,500
Miscellaneous..............................................................500
Total Expenses................................................$15,324
</TABLE>
8
<PAGE> 11
Item 15. Indemnification of Officers and Directors.
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article IV of the Company's Amended Code of Regulations provides
that the Company shall indemnify its directors, officers, employees and agents
whose conduct meets certain standards under prescribed conditions and subject to
various qualifications. Article IV of the Company's Amended Code of Regulations
is set forth in Exhibit 4(b) hereto and is incorporated herein by reference. The
Company maintains insurance on behalf of any person who is or was or shall
become a director or officer against any loss, as defined, arising from any
claim, as defined, asserted against him in any such capacity, subject to certain
exclusions. In addition, the Company maintains a fiduciary liability insurance
policy which is designed to cover the Company and past, present and future
directors, officers, employees or trustees of the sponsor corporation or plans
while such persons are acting as fiduciaries of sponsored plans.
The Company has entered into indemnification agreements with each
current director as well as each of the Company's executive officers. Such
agreements provide that, to the extent permitted by Ohio law, the Company will
indemnify the director or officer against all expenses, costs, liabilities and
losses (including attorneys' fees, judgments, fines or settlements) incurred or
suffered by the director or officer in connection with any suit in which the
director or officer is a party or otherwise involved as a result of this service
as a director or as an officer if his conduct giving rise to such liability
meets certain prescribed standards.
Item 16. Exhibits
The following exhibits are either filed herewith or incorporated by
reference to documents previously filed with the Securities and Exchange
Commission as indicated below:
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
<S> <C>
4(a) Amended Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-8,
Registration No. 333-32875 filed with the Securities
and Exchange Commission on August 5, 1997).
4(b) 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
ended January 3, 1998).
4(c) The Lamson & Sessions Co. 1988 Incentive Equity
Performance Plan (as amended as of February 26,
1998).
4(d) Rights Agreement, dated as of September 8, 1998
between the Company and National City Bank, as Rights
Agent (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission on
September 9, 1998).
5 Opinion of Jones, Day, Reavis & Pogue.
23(a) Consent of Jones, Day, Reavis & Pogue (Included in
Exhibit 5).
23(b) Consent of Ernst & Young, LLP.
24 Power of Attorney for each officer and director of
the Company signing this Registration Statement.
</TABLE>
9
<PAGE> 12
Item 17. Undertakings.
(A) The Company 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company'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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, except as to certain insurance
policies, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company
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.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
The Lamson & Sessions Co. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing the Registration Statement on
Form S-3 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 this 15 day of October, 1998.
THE LAMSON & SESSIONS CO.
/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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of October 15, 1998.
<TABLE>
<S> <C>
/s/John B. Schulze* Chairman of the Board, President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer); Director
John B. Schulze
/s/James J. Abel.* Executive Vice President, Secretary, Treasurer and Chief
- ------------------------------ Financial Officer
James J. Abel (Principal Financial Officer)
/s/Lori L. Spencer Vice President and Controller
- ------------------------------
Lori L. Spencer
/s/James T. Bartlett* Director
- ------------------------------
James T. Bartlett
/s/Francis H. Beam, Jr.* Director
- ------------------------------
Francis H. Beam, Jr.
/s/Martin J. Cleary* Director
- ------------------------------
Martin J. Cleary
/s/William H. Coquillette* Director
- ------------------------------
William H. Coquillette
/s/John C. Dannemiller* Director
- ------------------------------
John C. Dannemiller
/s/George R. Hill* Director
- ------------------------------
George R. Hill
/s/A. Malachi Mixon, III* Director
- ------------------------------
A. Malachi Mixon, III
</TABLE>
11
<PAGE> 14
<TABLE>
<S> <C>
/s/John C. Morley* Director
- ------------------------------
John C. Morley
/s/D. Van Skilling* Director
- ------------------------------
D. Van Skilling
</TABLE>
*The undersigned by signing his name hereto, does sign and execute this
Registration Statement on Form S-3 pursuant to a Power of Attorney executed on
behalf of the above-indicated officers and directors of The Lamson & Sessions
Co. and filed herewith as Exhibit 24 on behalf of The Lamson & Sessions Co. and
each such person.
By /s/ James J. Abel
-------------------------------
James J. Abel, Attorney-in-fact
October 15, 1998
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
<S> <C>
4(a) Amended Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-8,
Registration No. 333-32875 filed with the Securities
and Exchange Commission on August 5, 1997).
4(b) 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
ended January 3, 1998).
4(c) The Lamson & Sessions Co. 1988 Incentive Equity
Performance Plan (as amended as of February 26,
1998).
4(d) Rights Agreement, dated as of September 8, 1998
between the Company and National City Bank, as Rights
Agent (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form 8-A,
filed with the Securities and Exchange Commission on
September 9, 1998).
5 Opinion of Jones, Day, Reavis & Pogue.
23(a) Consent of Jones, Day, Reavis & Pogue (Included in
Exhibit 5).
23(b) Consent of Ernst & Young, LLP.
24 Power of Attorney for each officer and director of
the Company signing this Registration Statement.
</TABLE>
<PAGE> 1
Exhibit 4(c)
THE LAMSON & SESSIONS CO.
1988 INCENTIVE EQUITY PERFORMANCE PLAN
(AS AMENDED AS OF FEBRUARY 26, 1998)
SECTION 1. PURPOSE.
The 1988 Incentive Equity Performance Plan (the "Plan"), is intended to
encourage key executives and managerial employees of The Lamson & Sessions Co.
(the "Company") and its Subsidiaries or Affiliates to become owners of Stock
of the Company in order to increase their interest in the Company's long-term
success. to provide incentive equity opportunities which are competitive with
other similarly situated corporations and to stimulate the efforts of such
employees by giving suitable recognition for services which contribute
materially to the Company's success.
SECTION 2. DEFINITIONS.
For purposes of the Plan, the following terms shall be defined as
set forth below:
(a) "Affiliate" means any entity other than the Company and its
Subsidiaries which the Board designates as an "Affiliate" for purposes of
this Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means a felony conviction of a participant or the
failure of a participant to contest prosecution for a felony, or a
participant's willful misconduct or dishonesty, any of which is directly
and materially harmful to the business or reputation of the Company or
any Subsidiary or Affiliate.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(e) "Committee" means the Committee referred to in Section 3 of the
Plan. If at any time a Committee shall not be in existence, then the
functions of the Committee specified in the Plan shall be exercised by
the Board.
(f) "Deferral Period" means the initial period of time during which
shares of Deferred Stock awarded pursuant to Section 8 are subject to
deferral limitations under Section 8(c).
(g) "Deferred Stock" means an award made pursuant to Section 8 of
the right to receive Stock at the end of a specified deferral period.
(h) "Disability" means permanent and total disability as determined
under the Company's long term disability program.
(i) "Disinterested Person" shall have the meaning set forth in Rule
16b-3(d)(3) as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, or any successor definition
adopted by the Commission.
(j) "Early Retirement" means retirement, with the consent for
purposes of this Plan of the Committee (or any officer designated by the
Committee) at or prior to the time of retirement, from active employment
with the Company or any Subsidiary or Affiliate pursuant to the early
retirement provisions of the applicable pension plan of such employer.
1
<PAGE> 2
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(1) "Company" means The Lamson & Sessions Co., a corporation
organized under the laws of the State of Ohio, or any successor
corporation to it.
(m) "Elective Deferral Period" means the deferral period described
in Section 8(c)(v).
(n) "Fair Market Value" means, as of any given date, the mean
between the highest and lowest quoted selling price, regular way, of the
Stock on the New York Stock Exchange or, if no such sale of Stock occurs
on the New York Stock Exchange on such date, the fair market value of the
Stock as determined by the Committee in good faith.
(o) "Incentive Stock Option" means any Stock Option intended to be
and designated as an "incentive stock option" within the meaning of
Section 422A of the Code.
(p) "Immediate Family" has the meaning stated in Rule 16a-1(e) of the
Securities and Exchange Commission promulgated under Section 16 of the
Exchange Act (or any successor rule to the same effect), as in effect from
time to time.
(q) "Non-Qualified Stock Option" means any Stock Option that is not
an Incentive Stock Option.
(r) "Normal Retirement" means retirement from active employment with
the Company or any Subsidiary or Affiliate on or after the normal
retirement date specified in the applicable pension plan of such
employer.
(s) "Plan" means The Lamson & Sessions Co. 1988 Incentive Equity
Performance Plan, as hereinafter amended from time to time.
(t) "Restriction Period" means the period of time during which
shares of Stock awarded to a participant pursuant to Sections 8(a) and
(b) remain subject to the restrictions referred to in Section 8(b).
(u) "Restricted Stock" means an award of shares of stock that is
subject to restrictions under Section 8.
(v) "Retirement" means Normal or Early Retirement.
(w) "Rule 16b-3" as promulgated and amended from time to time by the
Securities and Exchange Commission pursuant to Section 16(b) of the
Exchange Act.
(x) "Stock" means the Common Shares, without par value, of the
Company.
(y) "Stock Appreciation Right" means the right granted under Section
7 to surrender to the Company all or a portion of a Stock Option in
exchange for a payment in cash or Stock.
(z) "Stock Option" or "Option" means any option to purchase shares
of Stock granted pursuant to Section 6.
(aa) "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of
the corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.
In addition, the terms "Approval Date," "Change in Control," "Potential
Change in Control." "Change in Control Price" and "Voting Stock" shall have
meanings set forth in Section 9.
2
<PAGE> 3
SECTION 3. ADMINISTRATION.
The Plan shall be administered by the Compensation and Organization
Committee of the Board of Directors, which shall consist of not less than
three Disinterested Persons who are appointed by, and serve at the pleasure
of, the Board.
The Committee shall have the power and authority to grant to eligible
employees Stock Options, Stock Appreciation Rights, Restricted Stock and
Deferred Stock.
In particular, the Committee shall have the authority:
(i) to select the key employees of the Company, its Subsidiaries and
Affiliates to whom Stock Options and other awards may from time to time
be granted;
(ii) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Restricted Stock and Deferred Stock are granted;
(iii) to determine the number of shares to be covered by each such
award granted;
(iv) to determine the terms and conditions, not inconsistent with
the terms hereof, of any award granted (including, but not limited to,
the share price and any restriction or limitation on, or any vesting.
acceleration or forfeiture waiver regarding, any award, based on such
factors and criteria as the Committee shall determine, in its sole
discretion);
(v) to determine and adjust the performance goals and measurements
applicable to performance-based Deferred Stock and Restricted Stock
awards to include or exclude the impact of extraordinary or unusual
items, events or circumstances and/or to reflect change in applicable tax
or accounting rules and other developments;
(vi) to determine whether and under what circumstances a Stock
Option may be settled in cash, Deferred Stock and/or Restricted Stock
under Section 6(j); and
(vii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award
shall be deferred.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Stock Option or other award granted and any
agreements relating thereto; and to otherwise supervise the administration of
the Plan.
All decisions made by the Committee pursuant to the provisions hereof
shall be made in the Committee's sole discretion and shall be final and
binding on all persons.
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Company, its Subsidiaries and its
Affiliates (but excluding members of the Committee and any person who serves
only as a director) who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company, its Subsidiaries
or its Affiliates are eligible to be granted Stock Options, Stock Appreciation
Rights, Restricted Stock or Deferred Stock awards.
The participants under the Plan shall be selected from time to time by
the Committee, in its sole discretion, from among those eligible.
3
<PAGE> 4
SECTION 5. STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for
distribution pursuant to Stock Options or other awards hereunder shall be
1,800,000 shares. Such shares may consist, in whole or in part, of authorized
and unissued shares or treasury shares.
Subject to Section 7(b)(iv), if any shares of Stock that have been
optioned cease to be subject to a Stock Option, or if any such shares of Stock
that are subject to any Restricted Stock or Deferred Stock award granted
hereunder are forfeited or any such Option or other award otherwise terminates
without a payment being made to the participant in the form of Stock, such
shares shall again be available for distribution in connection with future
awards under the Plan. For purposes of this Section 5, Restricted Stock shall
be deemed to have been issued or transferred at the earlier of the time when
such Restricted Stock is no longer subject to a substantial risk of forfeiture
or when any dividends are paid thereon.
In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the
aggregate number of shares reserved for issuance under the Plan, in the number
and option price of shares subject to outstanding Options granted under the
Plan, and in the number of shares subject to other outstanding awards granted
under the Plan as may be determined to be appropriate by the Board, provided
that the number of shares subject to any award shall always be a whole number.
Such adjusted option price shall also be used to determine the amount payable
by the Company upon the exercise of any Stock Appreciation Right associated
with any Stock Option.
SECTION 6. STOCK OPTIONS.
Stock Options may be granted alone or in addition to other awards granted
under the Plan. Any Stock Option granted under the Plan shall be in such form
as the Committee may from time to time approve and the provisions of Stock
Option awards need not be the same with respect to each optionee.
Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options; and (ii) Non-Qualified Stock Options (provided that Incentive
Stock Options may not be granted to employees of Affiliates). The Committee
may grant to any optionee Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights). To the extent that any Stock Option does not qualify as
an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.
Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422A of the Code, or,
without the consent of the optionee(s) affected, to disqualify any Incentive
Stock Option under such Section 422A.
Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions not
inconsistent with the terms of the Plan, as the Committee deems appropriate:
(a) Exercise Price. The exercise price per share of Stock
purchasable under a Stock Option shall be no less than the Fair Market
Value on the day the Option is granted.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date such Option is granted and no Non-Qualified Stock
Option shall be exercisable more than ten years and one day after the date
such Option is granted.
4
<PAGE> 5
(c) Exercise of Options. Options shall become exercisable at such time or
times and subject to such terms and conditions (including, without limitation,
installment exercise provisions) as shall be determined by the Committee,
provided, however, that, except as provided in Section 6(f) or (g) (in the
case of Disability) and Section 9, unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to the
first anniversary date of the granting of the option. If the Committee
provides that any Stock Option is exercisable only in installments, the
Committee may waive such installment exercise provisions at any time in whole
or in part based on performance and/or such other factors as the Committee may
determine.
(d) Method of Exercise. Options may be exercised in whole or in part by
giving written notice of exercise to the Company specifying the number of
shares to be purchased. Such notice shall be accompanied by payment in full of
the purchase price, either by certified or bank check, or such other
instrument as may be permitted in accordance with rules or procedures adopted
by the Committee.
As determined by the Committee, at or after grant, payment in full or in
part may also be made in the form of unrestricted Stock already owned by the
optionee or, in the case of the exercise of a Non-Qualified Stock Option,
Restricted Stock or Deferred Stock subject to an award hereunder (based in
each case, on the Fair Market Value on the date the option is exercised, as
determined by the Committee), provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already
owned shares may be authorized only at the time the Option is granted.
If payment of the option exercise price of a Non-Qualified Stock Option
is made in whole or in part in the form of Restricted Stock or Deferred Stock,
the shares received upon the exercise of such Stock Option shall be restricted
or deferred, (as the case may be, in accordance with the original terms of the
Restricted Stock award or Deferred Stock award in question) equal in number to
the number of shares of Restricted Stock or Deferred Stock surrendered upon
the exercise of such Option.
No shares of Stock shall be transferred until full payment therefor has
been made. An optionee shall generally have the rights of a shareholder with
respect to shares subject to the Option only when the optionee has given
written notice of exercise, has paid in full for such shares and, if
requested, given the representation described in Section 12(a).
(e) Transferability of Options.
(i) No Stock Option shall be transferable by the optionee otherwise
than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the optionee's lifetime, only by the
optionee.
(ii) At the request of an optionee, Stock purchased upon exercise of
an Option may be issued or transferred into the name of the optionee and
another person jointly with rights of survivorship.
(iii) Notwithstanding the provisions of Section 6(e)(i), if so
determined by the Committee in its discretion, at or after grant, Stock
Options shall be transferable by an optionee, without payment of
consideration therefor by the transferee, to any one or more members of the
optionee's Immediate Family (or to one or more trusts established solely
for the benefit of one or more members of the optionee's Immediate Family
or to one or more partnerships in which the only partners are members of
the optionee's Immediate Family), except that (A) no such transfer shall be
effective unless reasonable prior notice of such transfer is delivered to
the Company and such transfer is thereafter effected in accordance with any
terms and conditions that have been made applicable to such transfer by the
Company or the Committee and (B) any such transferee shall be subject to
the same terms and conditions under the Plan as the optionee.
(f) Termination by Death. Subject to Section 6(i), if an optionee's
employment by the Company or any Subsidiary or Affiliate terminates by reason of
death, any Stock Option held by such optionee may thereafter be exercised, to
the extent it was exercisable at the time of death or on such accelerated basis
as the Committee may determine at or after grant, by the legal representative of
the estate or by the legatee of the optionee under the will of the optionee (or
by the transferee of the optionee, in the case of a Stock Option transferred in
accordance with Section 6(e)(iii)), for a period of one year (or such other
period up to three years as the Committee may specify) from the date of death or
until the expiration of the stated term of such Stock Option, whichever period
is shorter.
(g) Termination by Reason of Disability or Retirement. Subject to Section
6(i), if an optionee's employment by the Company or any Subsidiary or
Affiliate terminates by reason of Disability or Retirement, any Stock Option
held by such optionee may thereafter be exercised by the optionee, to
5
<PAGE> 6
the extent it was exercisable at the time of such termination or on such
accelerated basis as the Committee may determine at or after grant, for a
period of three years (or such shorter period as the Committee may specify at
grant) from the date of such termination of employment or until the expiration
of the stated term of such Stock Option, whichever period is the shorter,
provided, however, that, if the optionee dies within such three-year period
(or such shorter period), any unexercised Stock Option held by such optionee
shall thereafter be exercisable, to the extent to which it was exercisable at
the time of death, for a period of one year from the date of such death or
until the expiration of the stated term of such Stock Option, whichever period
is the shorter. In the event of termination of employment by reason of
Disability or Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422A of
the Code, such Stock Option shall thereafter be treated as a Non-Qualified
Stock Option.
(h) Other Termination of Employment. Unless otherwise determined by the
Committee at or after grant, if an optionee's employment by the Company or any
Subsidiary or Affiliate terminates for any reason other than death, Disability
or Retirement, the optionee will have three months from the date of
termination to exercise any and all Stock Options that are then exercisable,
except that, if the termination was for Cause, any and all Options shall be
immediately cancelled.
(i) Incentive Stock Option Limitations. To the extent required for
"incentive stock option" status under Section 422A of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Stock with
respect to which Incentive Stock Options granted after 1986 are exercisable
for the first time by the optionee during any calendar year under the Plan and
any other stock option plan of the Company or any Subsidiary or parent
corporation (within the meaning of Section 425 of the Code) or any predecessor
of any such corporation. in each case after 1986 shall not exceed $100,000.
The Committee may provide at grant, to the extent permitted under Section
422A of the Code, that, if (i) a participant's employment with the Company or
its Subsidiaries is terminated by reason of death, Disability or Retirement
and (ii) the portion of any Incentive Stock Option that is otherwise
exercisable during the post-termination period specified under Sections 6(f),
(g) or (h), applied without regard to this Section 6(i), is greater than the
portion of such Option that is exercisable as an "incentive stock option"
during such post-termination period under Section 422A, such post-termination
period shall automatically be extended (but not beyond the original option
term) to the extent necessary to permit the optionee to exercise such
Incentive Stock Option either as an Incentive Stock Option or, if exercised
after the expiration of the applicable exercise periods under Section 422A (a),
as a Non-Qualified Stock Option. The Committee is also authorized to provide at
grant for a similar extension of the post-termination exercise period in the
event of a Change in Control or a Potential Change in Control.
(j) Cashout of Option: Settlement of Spread Value in Deferred or
Restricted Stock. On receipt of written notice to exercise, the Committee may,
in its sole discretion, elect to cashout all or part of the portion of the
Stock Option(s) to be exercised by paying the optionee an amount, in cash or
Stock, equal to the excess of the Fair Market Value of the Stock over the
option price (the "Spread Value") on the effective date of such cashout.
Cashouts relating to options held by optionees who are actually or potentially
subject to Section 16(b) of the Exchange Act shall comply with the "window
period" provisions of Rule 16b-3 referred to in Section 7(b)(ii), to the
extent applicable.
6
<PAGE> 7
In addition, if the option agreement so provides at grant or is
amended after grant and prior to exercise to so provide (with the
optionee's consent), the Committee may require that all or part of the
shares to be issued with respect to (i) the Spread Value payable in the
event of a cashout of an unexercised Stock Option pursuant to Section 9 or
(ii) the Spread Value portion of an exercised Stock Option take the form
of Deferred or Restricted Stock, which shall be valued on the date of the
cashout or exercise on the basis of the Fair Market Value of such Deferred
or Restricted Stock determined without regard to the deferral limitations
and/or forfeiture restrictions involved.
SECTION 7. STOCK APPRECIATION RIGHTS.
(a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan.
In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Stock Option. In the
case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Stock Option.
A Stock Appreciation Right or applicable portion thereof granted
with respect to a given Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option,
except that, unless otherwise determined by the Committee at the time of
grant, a Stock Appreciation Right granted with respect to less than the
full number of shares covered by a related Stock Option shall not be
reduced until the number of shares covered by an exercise or termination
of the related Stock Option exceeds the number of shares not covered by
the Stock Appreciation Right.
A Stock Appreciation Right may be exercised by an optionee, in
accordance with Section 7(b), by surrendering the applicable portion of
the related Stock Option in accordance with procedures established by the
Committee for such purposes. Upon such exercise and surrender, the
optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 7(b). Stock Options which have been so surrendered
shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be subject
to such terms and conditions, not inconsistent with the provisions of the
Plan, as shall be determined from time to time by the Committee,
including the following:
(i) Stock Appreciation Rights shall be exercisable only at such time
or times and to the extent that the Stock Options to which they relate
are exercisable, in accordance with the provisions of Section 6 and this
Section 7 of the Plan, provided that a Stock Appreciation Right shall not
be exercisable during the first six months of its term by any optionee
except in the event of death or Disability of the optionee prior to the
expiration of the six-month period.
(ii) Upon the exercise of a Stock Appreciation Right, an optionee
shall be entitled to receive an amount in cash and/or shares of Stock in
the aggregate equal in value to the excess of the Fair Market Value of
one share of Stock over the option price per share specified in the
related Stock Option multiplied by the number of shares in respect of
which the Stock Appreciation Right shall have been exercised, with the
Committee having the right to determine the form of payment.
(iii) Stock Appreciation Rights shall be transferable only when and
to the extent that the underlying Stock Option would be transferable
under Section 6(e) of the Plan.
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<PAGE> 8
(iv) Upon the exercise of a Stock Appreciation Right, the Stock
Option or part thereof to which such Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 3 of the Plan on the number of shares of Stock to be
issued under the Plan.
(v) The Committee may provide, at the time of grant, that such Stock
Appreciation Right can be exercised only in the event of a Change in
Control and/or a Potential Change in Control, subject to such terms and
conditions as the Committee may specify at grant.
(vi) The Committee may also provide that, in the event of a Change
in Control and/or a Potential Change in Control, the amount to be paid
upon the exercise of a Stock Appreciation Right shall be based on the
Change in Control Price, subject to such terms and conditions as the
Committee may specify at grant.
SECTION 8. AWARDS OF RESTRICTED STOCK AND DEFERRED STOCK.
(a) Administration. Shares of Restricted Stock and/or Deferred Stock may
be issued either alone or in addition to other awards granted under the Plan.
The Committee shall determine the officers and key employees of the Company
and its Subsidiaries or Affiliates to whom, and the time or times at which,
such grants will be made, the number of shares to be awarded, the price (if
any) to be paid under Section 8(b)(i) by the recipient of a Restricted Stock
award, the time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards.
The Committee may condition grants of Restricted Stock and/or Deferred
Stock upon the attainment of specified performance goals or such other factors
or criteria as the Committee may determine.
The provisions of Restricted Stock and Deferred Stock awards need not be
the same with respect to each recipient.
(b) Restrictions and Conditions Applicable to Restricted Stock
Awards. Restricted Stock Awards shall be subject to the following restrictions
and conditions:
(i) The purchase price for shares of Restricted Stock shall be equal
to or less than their par value and may be zero.
(ii) Awards of Restricted Stock must be accepted within a period of
60 days (or such shorter periods as the Committee may specify at grant)
after the award date, by executing a Restricted Stock Award Agreement and
paying whatever price (if any) is required under Section 8(b)(i).
The prospective recipient of a Restricted Stock award shall not have
any rights with respect to such award, unless and until such recipient
has executed an agreement evidencing the award and has delivered a fully
executed copy thereof of the Company, and has otherwise complied with the
applicable terms and conditions of such award.
(iii) Each participant receiving a Restricted Stock award shall be
issued a stock certificate in respect of such shares of Restricted Stock.
Such certificate shall be registered in the name of such participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award, substantially in the following
form:
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<PAGE> 9
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of The Lamson & Sessions Co. 1988 Incentive Equity
Performance Plan and an Agreement entered into between the registered
owner and The Lamson & Sessions Co. Copies of such Plan and Agreement are
on file in the offices of The Lamson & Sessions Co., Beachwood, Ohio and
will be mailed to the registered owner, without charge, within five days
after receipt of written request therefor."
The Committee may require that the stock certificates evidencing
such shares be held in custody by the Company until the restrictions
thereon shall have lapsed, and that, as a condition of any Restricted
Stock award, the participant shall have delivered a stock power, endorsed
in blank, relating to the Stock covered by such award.
(iv) Subject to the provisions of this Plan and the applicable award
agreement, during a period set by the Committee commencing with the date
of such award (the "Restriction Period"), the participant shall not be
permitted to sell, transfer, pledge, assign or otherwise encumber shares
of Restricted Stock awarded under the Plan.
Based on service, performance and/or such other factors or criteria as
the Committee may determine, the Committee may, however, at or after grant
provide for the lapse of such restrictions in installments and/or may
accelerate or waive such restrictions in whole or in part.
(v) Except as provided in this Section 8(b), the recipient shall
have, with respect to the shares of Restricted Stock covered by any
award, all of the rights of a shareholder of the Company, including the
right to vote the shares, and the right to receive any dividends,
provided, however, that unless otherwise determined by the Committee, any
dividends on such shares shall be automatically deferred and reinvested
in additional Restricted Stock subject to the same restrictions as the
underlying award, to the extent shares are available under Section 3.
(vi) Except as otherwise provided in this Section 8(b) and in the
applicable award agreement, upon termination of a participant's
employment with the Company or any Subsidiary or Affiliate for any reason
during the Restriction Period for a given award, all shares still subject
to restriction shall be forfeited by the participant, provided, however,
the Committee may provide for waiver of the restrictions in the event of
termination of employment due to death, Disability or Retirement.
(vii) In the event of hardship or other special circumstances of a
participant whose employment with the Company or any Subsidiary or
Affiliate is involuntarily terminated (other than for Cause), the
Committee may waive in whole or in part any or all remaining restrictions
with respect to any or all of the participant's Restricted Stock, based
on such factors and criteria as the Committee may deem appropriate.
(viii) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
unrestricted certificates for such shares shall be delivered to the
participant.
(c) Terms and Conditions Applicable to Deferred Stock Awards. Deferred
Stock Awards shall be subject to the following terms and conditions:
(i) Subject to the provisions of this Plan and the applicable award
agreement. Deferred Stock awards may not be sold, transferred, pledged,
assigned or otherwise encumbered during the period specified by the
Committee for purposes of such award (the "Deferral Period"). At the
expiration of the Deferral Period (or the Elective Deferral Period
defined in Section 8(c)(v), where applicable),
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<PAGE> 10
share certificates shall be delivered to the participant, or his legal
representative, in a number equal to the number of shares covered by the
Deferred Stock award.
Based on service, performance and/or such other factors or criteria
as the Committee may determine, the Committee may, however, at or after
grant, accelerate the vesting of all or any part of any Deferred Stock
award and/or waive the deferral limitations for all or any part of such
award.
(ii) Unless otherwise determined by the Committee, amounts equal to
any dividends that would have been payable during the Deferral Period
with respect to the number of shares covered by a Deferred Stock award if
such shares had been outstanding shall be automatically deferred and
deemed to be reinvested in additional Deferred Stock, subject to the same
deferral limitations as the underlying award.
(iii) Except to the extent otherwise provided in this Section 8(c)
and in the applicable award agreement, upon termination of a
participant's employment with the Company or any Subsidiary or Affiliate
for any reason during the Deferral Period for a given award, the Deferred
Stock covered by such award shall be forfeited by the participant,
provided, however, the Committee may provide for accelerated vesting in
the event of termination of employment due to death, Disability or
Retirement.
(iv) In the event of hardship or other special circumstances of a
participant whose employment with the Company or any Subsidiary or
Affiliate is involuntarily terminated (other than for Cause), the
Committee may waive in whole or in part any or all of the remaining
deferral limitations imposed hereunder with respect to any or all of the
participant's Deferred Stock, based on such factors and criteria as the
Committee deems appropriate.
(v) A participant may elect to further defer receipt of Deferred
Stock for a specified period or until a specified event (the "Elective
Deferral Period"), subject in each case to the Committee's approval and
to such terms as are determined by the Committee. Subject to any
exceptions adopted by the Committee, such election must generally be made
at least twelve months prior to completion of the Deferral Period for the
Deferred Stock award in question (or for the applicable installment of
such an award).
(vi) Each award shall be confirmed by, and subject to the terms of,
a Deferred Stock agreement executed by the Company and the participant.
SECTION 9. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. In the event of:
(x) a "Change in Control" as defined in Section 9 (b), or
(y) a "Potential Change in Control" as defined in Section 9(c),
the Committee or the Board may provide that one or more of the following
acceleration and valuation provisions shall apply:
(i) Any or all Stock Appreciation Rights outstanding for at least
six months on the date that such Change in Control or Potential Change in
Control is determined to have occurred and any or all Stock Options
awarded under this Plan not previously exercisable and vested shall
become fully exercisable and vested.
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<PAGE> 11
(ii) The restrictions and deferral limitations applicable to any or
all Restricted Stock and Deferred Stock awards shall lapse and such
shares and awards shall be fully vested.
(iii) The value of any or all outstanding Stock Options. Restricted
Stock and Deferred Stock awards shall be cashed out on the basis of the
"Change in Control Price" as defined in Section 9(d) as of the date such
Change in Control or such Potential Change in Control is determined to
have occurred or such other date as the Committee may determine prior to
the Change in Control.
(b) Definition of "Change in Control". For purposes of Section 9(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 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, 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 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 first elected during such period was approved by a vote of
at least two-thirds of the Board then still in office who were members of
the Board at the beginning of any such period.
Notwithstanding the foregoing provisions of Section 9(b)(iii) or 9(b)(iv)
hereof, a Change in Control shall not be deemed to have occurred for purposes
of Section 9(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,
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<PAGE> 12
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.
(c) Definition of "Potential Change in Control". For purposes of Section
9(a), a "Potential Change in Control" means the happening of any one of the
following:
(i) The entering into an agreement by the Company, the consummation
of which would result in a Change in Control of the Company as defined in
Section 9(b); or
(ii) The acquisition of beneficial ownership, directly or
indirectly, by any entity, person or group (other than the Company or a
Subsidiary or any Company employee benefit plan) (including any trustee
of such plan acting as such trustee) of securities of the Company
representing 5% or more of the combined voting power of the Company's
outstanding securities, and the adoption by the Board of a resolution to
the effect that a "Potential Change in Control" of the Company has
occurred for the purposes of this Plan.
(d) Change in Control Price. For the purposes of this Section 9, "Change
in Control Price" means the highest price per share paid in any transaction
reported on the New York Stock Exchange Composite Index, or paid or offered in
any bona fide transaction related to an actual or Potential Change in Control
of the Company, at the time during the preceding sixty-day period as
determined by the Committee, except that, in the case of Incentive Stock
Options and Stock Appreciation Rights relating to Incentive Stock Options,
such price shall be based only on transactions reported for the date as of
which the Committee decides to cashout such options.
SECTION 10. AMENDMENTS AND TERMINATION.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights
of an optionee or participant under a Stock Option, Stock Appreciation Right
or Deferred Stock award theretofore granted, without the optionee's or
participant's consent, or which, without the approval of the Company's
stockholders, would:
(a) except as expressly provided in the Plan, increase the total number
of shares reserved for purposes of the Plan;
(b) change the class of employees eligible to participate in the Plan;
(c) extend the maximum option period under Section 6(b) of the Plan; or
(d) increase materially the benefits under the Plan.
The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent. The
Committee may also substitute new Stock Options for previously granted Stock
Options, including previously granted Stock Options having higher option
prices.
Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in applicable tax and securities laws
and accounting rules, as well as other developments.
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SECTION 11. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Company. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock or payments hereunder consistent with the foregoing.
SECTION 12. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares pursuant to a
Stock Option or Restricted Stock award under the Plan to represent to and
agree with the Company in writing that the optionee or participant is
acquiring the shares without a view to distribution thereof. The certificates
for such shares may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer.
All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions.
(b) Nothing contained in this Plan shall prevent the Company, a
subsidiary or an Affiliate from adopting other or additional compensation
arrangements for its employees.
(c) The adoption of the Plan shall not confer upon any employee of the
Company or any Subsidiary or Affiliate any right to continued employment with
the Company or a Subsidiary or Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any of its employees at any time.
(d) No later than the date as of which an amount first becomes includible
in the gross income of the optionee for Federal income tax purposes with
respect to any Stock Option or other award under the Plan, the participant
shall pay to the Company, or make any arrangements satisfactory to the
Committee regarding the payment of any Federal, state or local taxes of any
kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Company, withholding obligations may be settled
with Stock, including Stock that is part of the award that gives rise to the
withholding requirement.
The obligations of the Company under the Plan shall be conditional on
such payment or arrangements, and the Company and its Subsidiaries or
Affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from the payment(s) otherwise due to the participant.
(e) The Committee shall establish such procedures as it deems appropriate
for a participant to designate a beneficiary to whom any amounts payable in
the event of the participant's death are to be paid.
(f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Ohio.
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SECTION 13. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is approved by the
stockholders of the Company. Grants made prior to such stockholder approval
shall be contingent on such approval.
SECTION 14. TERM OF PLAN.
No Stock Option, Stock Appreciation Right, Restricted Stock or Deferred
Stock shall be granted pursuant to the Plan on or after the tenth anniversary
of the effective date of the Plan, but awards granted prior to such tenth
anniversary may extend beyond that date.
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<PAGE> 1
Exhibit 5
October 15, 1998
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122-9803
Re: The Lamson & Sessions Co. 1988 Incentive Equity Performance Plan
Ladies and Gentlemen:
We have acted as counsel for The Lamson & Sessions Co., an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3, relating to up to 1,800,000 shares of the Company's
common stock, without par value (the "Common Stock") which may be purchased
pursuant to the exercise of transferable options issued by the Company to
participants in the Company's 1988 Incentive Equity Performance Plan, as
amended (the "Plan") and transferred by those participants. We have examined
such documents, records and matters of law as we have deemed necessary for
purposes of this opinion, and based thereon, we are of the opinion that the
Company's Common Stock that may be issued or transferred and sold pursuant to
the Plan and the authorized forms of agreements thereunder, is duly authorized
for issuance and, upon issuance pursuant to the exercise of options granted
under the Plan by the transferees thereof, will be 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-3 filed by the Company to effect registration
of the Common Stock to be issued or transferred and sold pursuant to the Plan
under the Securities Act of 1933, as amended.
Very truly yours,
Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of the Lamson &
Sessions Co. for the registration of 1,800,000 shares of its common stock and
to the incorporation by reference therein of our report dated January 29, 1998,
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 January 3, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
October 13, 1998
<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, as amended, on Form S-3 in connection with an amendment to the
Company's 1988 Incentive Equity Performance Plan making stock options
thereunder transferable, 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 15th day of October, 1998.
/s/ James T. Bartlett /s/ John C. Dannemiller
- -------------------------------- --------------------------------
James T. Bartlett John C. Dannemiller
Director Director
/s/ Francis H. Beam, Jr. /s/ George R. Hill
- -------------------------------- --------------------------------
Francis H. Beam, Jr. George R. Hill
Director Director
/s/ William H. Coquillette /s/ A. Malachi Mixon, III
- -------------------------------- --------------------------------
William H. Coquillette A. Malachi Mixon, III
Director Director
/s/ Martin J. Cleary /s/ John C. Morley
- -------------------------------- --------------------------------
Martin J. Cleary John C. Morley
Director Director
/s/ D. Van Skilling
--------------------------------
D. Van Skilling
Director
