<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LUFKIN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Texas 750404410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 South Raguet
Lufkin, Texas 75902
(Address, including zip code, of Principal Executive Offices)
LUFKIN INDUSTRIES, INC.
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
DOUGLAS V. SMITH
PRESIDENT
601 SOUTH RAGUET
LUFKIN, TEXAS 75902
(409) 634-2211
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION FEE
OFFERING PRICE AGGREGATE
PER SHARE (2) OFFERING
PRICE (2)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $1.00 Per Share 150,000 $19.25 $2,887,500 $996.00
Common Share Purchase Rights (3) -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution from stock splits, stock dividends or
similar transactions
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of a share of the Company's
Common Stock on the Nasdaq National Market System on June 26, 1996
pursuant to Rule 457(c).
(3) Each share of Common Stock offered hereby includes one common share
purchase right which is exercisable upon the occurrence of certain
specified events.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents, or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996;
(3) The description of the Company's common stock, par value $1.00 per share
(the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A, dated August 15, 1966, filed pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (No. 0-2612); and
(4) The description of the Company's common share purchase rights contained in
the Company's Registration Statement on Form 8-A, dated May 15, 1996, filed
pursuant to the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this Registration
Statement since each class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Andrews & Kurth L.L.P., 4200 Texas
Commerce Tower, Houston, Texas 77002. On June 25, 1996, attorneys of Andrews
& Kurth owned an aggregate of 30,036 shares of Common Stock of the Company.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws contain provisions permitted by the Texas Business
Corporation Act (under which the Company is organized) which, in general terms,
provide that directors and officers will be indemnified by the Company, to the
full extent authorized or permitted by law, for all losses that may be incurred
by them in connection with any claim or legal action in which they may become
involved by reason of their service as a director or officer of the Company.
Such act provides that a Company may indemnify an officer or director who was,
is or is threatened to be made a party to any suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, because the person is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company in the same or another capacity in another
corporation or business association, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred if it is determined that
the person: (i) conducted himself in good faith, (ii) reasonably believed that,
in the case of conduct in his official capacity, his conduct was in the best
interests of the Company, and (iii) in the case of any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; provided that, if the
person is found liable to the Company or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (i)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (ii) will not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company.
The directors and officers of the Company are insured (subject to certain
exceptions and deductions) against liabilities which they may incur in their
capacity as such under a liability insurance policy carried by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this Registration
Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Articles of Incorporation of the Company (included as Exhibit 3 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1990, and incorporated herein by reference).
4.2 Bylaws of the Company (included as Exhibit 3 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference).
II-2
<PAGE>
Exhibit
Number Description
------- -----------
4.3* Lufkin Industries, Inc. 1996 Nonemployee Director Stock Option
Plan.
5.1* Opinion of Counsel.
23.1 Consent of Arthur Andersen LLP (included on Page 11-7).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on Page 11-5).
- -------------------
*Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that the paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to
II-3
<PAGE>
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lufkin, State of Texas, on June 28, 1996.
Lufkin Industries, Inc.
By: /s/ Douglas V. Smith
---------------------------
Douglas V. Smith
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Lufkin Industries, Inc. (the "Company") hereby constitutes and
appoints Douglas V. Smith and C. James Haley, Jr., or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Douglas V. Smith President and Chief Executive June 28, 1996
- --------------------- Officer and Director (Principal
Douglas V. Smith Executive Officer)
/s/ C. James Haley, Jr. Secretary - Treasurer June 28, 1996
- ----------------------- (Principal
C. James Haley, Jr. Financial and Accounting
Officer)
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
Director June __, 1996
- ----------------------
S.W. Henderson, III
/s/ L. R. Jalenak, Jr. Director June 28, 1996
- ----------------------
L. R. Jalenak, Jr.
Director June __, 1996
- ---------------------
H.H. King
/s/ M.E. Kurth, Jr. Director June 28, 1996
- ---------------------
M.E. Kurth, Jr.
/s/ W.T. Little Director June 28, 1996
- ---------------------
W.T. Little
Director June __, 1996
- ---------------------
B.H. O'Neal
/s/ F.B. Stevenson Director June 28, 1996
- ---------------------
F.B. Stevenson
/s/ H.J. Trout, Jr. Director June 28, 1996
- ---------------------
H.J. Trout, Jr.
/s/ W.W. Trout, Jr. Director June 28, 1996
- ---------------------
W.W. Trout, Jr.
/s/ T.E. Wiener Director June 28, 1996
- ---------------------
T.E. Wiener
</TABLE>
II-6
<PAGE>
EXHIBIT 4.3
LUFKIN INDUSTRIES, INC.
1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE.
This 1996 Nonemployee Directors' Stock Option Plan (this "Plan") of Lufkin
Industries, Inc., a Texas corporation (the "Company"), is adopted, subject to
shareholder approval to the extent required by Section 15 hereof, for the
benefit of the directors of the Company, who at the time of their service are
not employees of the Company or any of its subsidiaries ("Nonemployee
Directors"), and is intended to advance the interests of the Company by
providing the Nonemployee Directors with additional incentive to serve the
Company by increasing their proprietary interest in the success of the Company.
2. ADMINISTRATION.
This Plan shall be administered by the Board of Directors of the Company.
All questions of
interpretation and application of this Plan, or as to options granted hereunder
(the "Options"), shall be subject to the determination by the Board of
Directors, which determination shall be final and binding. Notwithstanding the
above, the selection of Nonemployee Directors to whom Options are to be granted,
the number of shares subject to any Option, the exercise price of any Option
shall be as hereinafter provided and the Board of Directors shall have no
discretion as to such matter.
3. OPTION SHARES.
The stock subject to the Options and other provisions of this Plan shall be
shares of the Company's Common Stock, $ 1.00 par value per share (or such other
par value as may be designated by act of the Company's shareholders, the "Common
Stock"). The total amount of the Common Stock with respect to which Options may
be granted shall not exceed 150,000 shares in the aggregate; provided, that the
class and aggregate number of shares which may be subject to the Options granted
hereunder shall be subject to adjustment in accordance with the provisions of
Section 12 hereof. Such shares may be treasury shares or authorized but
unissued shares.
If any outstanding Option for any reason shall expire or terminate by
reason of the death of the optionee, the surrender of any such Option, or any
other cause, the shares of Common Stock allocable to the unexercised portion of
such Option may again be subject to an Option under this Plan.
4. GRANT OF OPTIONS.
Subject to the provisions of Section 5 hereof, there shall be granted to
each person who is a Nonemployee Director following the annual meeting of
shareholders of the Company on May 15, 1996, an Option to purchase 5,000 shares
of the Common Stock at an Option Price equal to the closing sale price per
share, as reported on the NASDAQ National Market on such date.
1
<PAGE>
For so long as this Plan is in effect and shares are available for the
grant of Options hereunder, each person who shall become a Nonemployee Director
after the May 15, 1996 annual meeting of shareholders shall be granted, on the
date of his initial election, an Option to purchase 5,000 shares of Common Stock
at an Option Price equal to the closing sale price of a share of Common Stock on
that date as reported on the NASDAQ National Market.
In addition, for so long as this Plan is in effect and shares are available
for the grant of options hereunder, each Nonemployee Director shall be granted
at each annual meeting an option to purchase 1,000 shares of Common Stock, at an
Option Price equal to the closing sale price of a share of Common Stock on that
date as reported on the NASDAQ National Market.
In any case, if no sale of the Common Stock was reported on the grant date,
then the fair market value shall mean the closing sale price of a share of the
Common Stock as of the first preceding date for which such prices were reported;
and provided further that if the Common Stock is no longer traded on the NASDAQ
National Market, the Board of Directors may provide for another means for
determining the fair market value of a share of Common Stock on the date of
grant.
5. DURATION OF OPTIONS.
Subject to the vesting provisions of Section 6 hereof, each Option granted
under this Plan shall be exercisable for a term of ten years from the date of
grant, subject to earlier termination as provided in Section 9 hereof.
6. AMOUNT EXERCISABLE.
Each Option will be exercisable immediately on the date of grant.
7. EXERCISE OF OPTIONS.
An optionee may exercise such optionee's Options by delivering to the
Company a written notice stating (i) that such optionee wishes to exercise such
Option on the date such notice is so delivered, (ii) the number of shares of
stock with respect to which such Option is to be exercised and (iii) the address
to which the certificate representing such shares of stock be mailed. To be
effective, such written notice shall be accompanied by payment of the Option
Price of each of such shares of stock, together with the amount of any required
withholding tax.
As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment of the Option Price of the shares
of stock with respect to which such Option is to be exercised and (iii) payment
of an amount necessary to satisfy any withholding tax liability that may result
from the exercise of such Option, a certificate representing the number of
shares of stock with respect to which such Option has been so exercised, such
certificate to be registered in the name of such optionee, shall be delivered to
such optionee, provided that such
2
<PAGE>
delivery shall be considered to have been made when such certificate shall have
been mailed, postage prepaid, to such optionee at the address specified for such
purpose in such written notice from the optionee to the Company.
8. TRANSFERABILITY OF OPTIONS.
Options shall not be transferable by the optionee otherwise than by will or
under the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as amended (the
"Code"), and shall be exercisable, during his lifetime, only by the optionee.
9. TERMINATION OF SERVICE, DEATH AND CHANGE IN CONTROL.
In the event an optionee gives notice of his resignation from the Board of
Directors before the expiration of the Option, the Option shall terminate three
months after the effective date of such resignation.
In the event an optionee gives notice that he does not intend to stand for
reelection or is given notice that he will be asked to retire from the Board of
Directors, then, notwithstanding Article 6 hereof, the Option shall become
exercisable with respect to all shares subject thereto, and the Option shall
terminate on the earlier of one year from the effective date of his retirement
from the Board or the date of expiration of the Option.
In the event of the death or disability of an optionee while a member of
the Board of Directors, then, notwithstanding Article 6 hereof, the Option shall
become exercisable with respect to all shares subject thereto and the Option
shall terminate on the earlier of one year from the date of such death or
disability or the date of expiration of the Option.
10. REQUIREMENTS OF LAW.
The Company shall not be required to sell or issue any shares under any
Option if the issuance of such shares shall constitute a violation by the
optionee or the Company of any provisions of any law or regulation of any
government authority. Each Option granted under this Plan shall be subject to
the requirements that, if at any time the Board of Directors of the Company
shall determine that the listing, registration or qualification of the shares
subject thereto upon any securities exchange or under any state or federal law
of the United States or of any other country or governmental division thereof,
or the consent or approval of any governmental regulatory body, or investment or
other representations, are necessary or desirable in connection with the issue
or purchase of shares subject thereto, no such Option may be exercised in whole
or in part unless such listing, registration, qualification, consent, approval
or representation shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.
The Company may, but shall in no event be obligated to, register any
securities covered
3
<PAGE>
hereby pursuant to the Securities Act of 1933 (as now in effect or as hereafter
amended) and, if any shares are so registered, the Company may remove any legend
on certificates representing such shares. The Company shall not be obligated to
take any other affirmative action to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.
11. NO RIGHTS AS SHAREHOLDER.
No optionee shall have rights as a shareholder with respect to shares
covered by his Option until the date of issuance of a stock certificate for such
shares; and, except as otherwise provided in Section 12 hereof, no adjustment
for dividends, or otherwise, shall be made if the record date therefor is prior
to the date of issuance of such certificate.
12. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
The existence of outstanding Options shall not affect in any manner the
right of the Company (i) to make any change in the Company's capital structure
or its business, (ii) to effect any merger or consolidation of the Company,
(iii) to issue any bonds, debentures or other evidences of indebtedness, (iv) to
issue any preferred stock or any other securities affecting the Common Stock or
the rights of the holders thereof, (v) to cause the dissolution of the Company
or any sale or transfer of all or any part of the assets or business of the
Company, or (vi) to take any other corporate action or proceeding, whether of a
similar character or otherwise.
If the Company shall effect a reclassification of shares of Common Stock,
the payment of a stock dividend to holders of shares of Common Stock, or some
other increase or reduction in the number of shares of Common Stock outstanding
without receiving compensation therefor in money, services or property, then (i)
the number, class and per share price of shares of Common Stock issuable upon
the exercise of any outstanding Option shall be appropriately adjusted so that
the optionee to whom such Option was granted shall be entitled upon the exercise
of such Option to receive, for the same aggregate consideration, the same number
and class of shares that such optionee would have received had such optionee
exercised such Option immediately prior to the occurrence of the event requiring
such adjustment and (ii) the aggregate number of shares of Common Stock, and the
class thereof, that may be issued upon the exercise of Options that are not at
the time outstanding shall be adjusted by substituting for such number and class
that number and class of shares that would have been received by the holder of
record of an equal number of outstanding shares of Common Stock as the result of
the occurrence of the event requiring such adjustment.
After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations under circumstances in
which the Company is the surviving corporation, each holder of an outstanding
Option shall be entitled upon the exercise of such Option to receive (subject to
any required action by shareholders), in lieu of the number of shares of Common
Stock issuable upon the exercise of such Option, the number and class of shares
or other
4
<PAGE>
securities to which such holder would have been entitled pursuant to the terms
of the agreement of merger or consolidation if, immediately prior to such merger
or consolidation, such holder had been the holder of record of a number of
shares of Common Stock equal to the number of shares of Common Stock issuable
upon the exercise of such Option.
If the Company is merged into or consolidated with another corporation
under circumstances in which the Company is not the surviving corporation, or if
the Company dissolves, (i) subject to the provisions of clause (iii) of this
grammatical paragraph, after the effective date of such merger or consolidation,
as the case may be, each holder of any outstanding Option shall be entitled upon
the exercise of such Option to receive, in lieu of shares of Common Stock, such
shares or other securities as the holders of shares of Common Stock received
pursuant to the terms of such merger or consolidation; (ii) the Board of
Directors of the Company, in its discretion, may waive any limitations set forth
in or imposed pursuant to Section 6 hereof so that all outstanding Options shall
be exercisable in full from and after a date at least 10 days prior to the
effective date of such merger, consolidation or dissolution, as the case may be;
and (iii) all outstanding Options may be canceled by the Board of Directors as
of the effective date of such merger, consolidation or dissolution, provided
that (x) notice of such cancellation shall be given to each holder of an
outstanding Option and (y) such holder shall have the right to exercise such
Option in full (without regard to any limitations set forth in or imposed
pursuant to Section 6 hereof) during the 30-day period immediately preceding the
effective date of such merger, consolidation or dissolution.
Except as in this Paragraph 12 expressly provided, the issue by the Company
of shares of any class, or securities convertible into shares of any class, for
money or services or property, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number, class or Option Price of any shares issuable upon the exercise
of any outstanding Option.
13. AMENDMENT OR TERMINATION OF PLAN.
The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time; provided, however, that without the further approval
of the shareholders of the Company, the Board of Directors may not (a) change
the aggregate number of shares which may be issued under Options pursuant to the
provisions of this Plan; (b) reduce the Option Price permitted for the Options;
or (c) extend the term during which an Option may be exercised or the
termination date of this Plan unless, in each such case, the Board of Directors
of the Company shall have obtained an opinion of legal counsel to the effect
that shareholder approval of the amendment is not required (i) by law, (ii) by
the rules and regulations of, or any agreement with, the NASDAQ National Market
or (iii) to make available to the optionee with respect to any option granted
under this Plan, the benefits of Rule 16b-3 of the Rules and Regulations under
the Securities Exchange Act of 1934 (the "1934 Act"), or any similar or
successor rule. In addition, this Plan may not be amended more than once every
six months with respect to the plan provisions referred to in Rule l6b-
3(c)(2)(ii)(A) of the Rules and Regulations under the 1934 Act other than to
comport with changes in the Code, the
5
<PAGE>
Employee Retirement Income Security Act, or the rules thereunder.
14. WRITTEN AGREEMENT.
Each Option granted hereunder shall be embodied in a written option
agreement, which shall be subject to the terms and conditions prescribed above,
and shall be signed by the optionee and by the appropriate officer of the
Company for and in the name and on behalf of the Company. Such an option
agreement shall contain such other provisions as the Committee in its discretion
shall deem advisable.
15. EFFECTIVE DATE OF PLAN.
This Plan shall become effective and shall be deemed to have been adopted
on May 15, 1996, if on that date it shall have been approved by the shareholders
of the Company. No Option shall be granted pursuant to this Plan on or after
May 15, 2006.
6
<PAGE>
[LETTERHEAD OF ANDREWS & KURTH]
EXHIBIT 5.1
June 28, 1996
Board of Directors
Lufkin Industries, Inc.
601 S. Raguet
Lufkin, Texas 75902
Gentlemen:
We have acted as counsel to Lufkin Industries, Inc., a Texas
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of 150,000 shares of
common stock, $1.00 par value (the "Common Stock"), of the Company issuable
under the Lufkin Industries, Inc. 1996 Nonemployee Director Stock Option Plan
(the "Plan").
In such capacity, we have examined such corporate records and
documents, certificates of corporate and public officials and such other
instruments as we have deemed necessary for the purposes of the opinions
contained herein. As to all matters of fact material to such opinions, we have
relied upon the representations of officers of the Company. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the original of all documents submitted to
us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the shares of
Common Stock to be issued by the Company pursuant to the Plan have been duly
authorized, and that the Common Stock, when issued in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the reference to our name under Item 5 of the
Registration Statement.
Very truly yours,
/S/ ANDREWS & KURTH L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registering 150,000 shares to be
reserved for issuance upon exercise of options granted pursuant to the Lufkin
Industries, Inc. 1996 Nonemployee Director Stock Option Plan of our report dated
February 20, 1996 included in the Lufkin Industries, Inc. Form 10-K for the year
ended December 31, 1995.
ARTHUR ANDERSEN LLP
Houston, Texas
June 28, 1996
