<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1998.
Registration No. 33-93768
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LYDALL, INC.
(Exact name of issuer as specified in its charter)
Delaware 0865505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Colonial Road
Manchester, CT 06040 06040
(Address of Principal Executive Offices) (Zip Code)
LYDALL, INC. 1992 STOCK INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Mary Tremblay
Counsel and Secretary
Lydall, Inc.
One Colonial Road
Manchester, CT 06040
(860) 646-1233
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share (2) Price(2) Fee(2)
- - ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, $.10 par value
per share 840,000 shares $18.00 $15,120,000.00 $4,460.40
========================================================================================
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired, forfeited or surrendered awards respecting Common Stock, or
pursuant to the antidilution adjustment provisions of the plan.
(2) In accordance with Rule 457 calculated on the basis of the average of
the high and low prices for the Common Stock on the New York Stock Exchange
on April 13, 1998.
The Exhibit Index is located at page 4.
Page 1 of 4 pages.
<PAGE>
INCORPORATION OF CONTENTS OF EARLIER
REGISTRATION STATEMENT BY REFERENCE
The purpose of this Post-Effective Amendment No. 1 is to register
840,000 additional shares of the Registrant's Common Stock, $.10 par value per
share, in connection with the Registrant's 1992 Stock Incentive Compensation
Plan. Pursuant to General Instruction E of Form S-8 the contents of the
Registrant's Registration Statement (Registration No. 33-93768) on Form S-8
filed with the Commission on June 20, 1995, are incorporated herein by
reference.
-2-
<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 or Amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Manchester, Connecticut, on April 17, 1998.
LYDALL, INC.
By: /s/ Leonard R. Jaskol
------------------------------
Leonard R. Jaskol
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Leonard R. Jaskol Chief Executive April 17, 1998
- - -----------------------------------
Leonard R. Jaskol Officer and Director
(Principal Executive Officer)
/s/ John E. Hanley Vice President - Finance April 17, 1998
- - -----------------------------------
John E. Hanley and Treasurer (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Mary Tremblay April 17, 1998
- - -----------------------------------
Mary Tremblay
Attorney-in-fact for:
</TABLE>
Lee A. Asseo Director
Paul S. Buddenhagen Director
Samuel P. Cooley Director
W. Leslie Duffy Director (Constituting a majority of
William P. Lyons Director the Board of Directors)
Joel Schiavone Director
Roger M. Widmann Director
Albert E. Wolf Director
-3-
<PAGE>
EXHIBIT INDEX
No. Description
-- -----------
4.1 Amended and Restated Certificate
of Incorporation of the Company*
4.2 By-laws of the Company*
4.3 Lydall, Inc. 1992 Stock Incentive
Compensation Plan
5 Opinion of Murtha, Cullina,
Richter and Pinney LLP
23.1 Consent of Coopers & Lybrand
LLP
23.2 Consent of Murtha, Cullina,
Richter and Pinney LLP contained
in their opinion filed as Exhibit 5
24 Power of Attorney*
* Previously filed.
<PAGE>
EXHIBIT 4.3
LYDALL, INC.
- - -------------------------------------------------------------------------------
1992 Stock Incentive Compensation Plan
Purpose.
The purpose of the Plan is to further the growth and prosperity of the
Company and its Subsidiaries through payment of incentive compensation in the
form of Common Stock to officers, key employees and directors and by encouraging
investment in the Company's Common Stock by officers, key employees and
directors who are in a position to contribute materially to the Company's
prosperity.
Definitions.
Unless the context clearly indicates otherwise, the following terms, when
used in this Plan, shall have the meanings set forth in this Section.
"Annual Retainer" means the annual retainer payable to each Outside
Director of the Company for each full year of service as such, the amount of
which for purposes of this Plan may not be changed more often than once every
twelve (12) months.
"Award Period" means for each Restricted Stock Award, the period beginning
with the date on which such Award is granted and ending on a date specified by
the Committee at the time of the granting of such Award. In no event shall the
Award Period be greater than ten (10) years.
"Board of Directors" or "Board" means the Board of Directors of the
Company.
"Change in Control of the Company" means (i) an acquisition of the Company
by means of a merger or consolidation or purchase of substantially all of its
assets if and when incident thereto (a) the composition of the Board of
Directors or its successor changes so that a majority of the Board is not
comprised of individuals who were members of the Board immediately prior to such
merger, consolidation or purchase of assets or (b) the stockholders of the
Company acquire a right to receive, in exchange for or upon surrender of their
stock, cash or other securities or a combination of the two, or (ii) the
acquisition by a Person (as that term is hereafter defined) of the voting rights
with respect to 25 percent or more of the outstanding Common Stock of the
Company if such person was not an officer or director of the Company on May 13,
1992.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, related rules, regulations and interpretations.
"Committee" means the committee of the Board of Directors that has been
designated to administer the Plan. The Committee shall consist of not less than
two members of the Board of Directors as so designated and appointed from time
to time by the Board. To be eligible to serve as a member of the Committee, a
director must qualify as (i) a "Non-Employee Director" within the meaning of
Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, as
amended, and any successor to such rule, and (ii) an "Outside Director" within
the meaning of Section 162(m) of the Code and any successor to such Section.
"Common Stock" means the common stock of the Company with the par value set
forth in the Certificate of Incorporation.
"Company" means Lydall, Inc.
"Director" means a member of the Board of Directors.
A-1
<PAGE>
"Fair Market Value" means the closing sale price per share on the New
York Stock Exchange (or if not traded on the New York Stock Exchange, then on
whatever national exchange the shares of the Common Stock of the Company are
traded) on the day before the award date or on the day before the exercise date,
as appropriate. If no trade occurred on the Exchange on the day before the award
date or on the day before the exercise date, the closing sale price per share on
the most recent date on which sales were reported will be substituted for the
closing sale price on that day.
"Incentive Award" means an Option, a Restricted Stock Award, a Stock
Bonus Award, or a combination of them.
"Incentive Stock Option" means an Option which meets the requirements
of Section 422A of the Code.
"Non-Qualified Option" means an Option not qualifying for Incentive
Stock Option treatment under the Code.
"Option" means a Non-Qualified Option or Incentive Stock Option.
"Outside Director" means a member of the Board of Directors who, as of
the close of business on the date of grant of any Incentive Award hereunder, is
not an employee of the Company or any of its Subsidiaries.
"Person" for purposes of the definition of "Change in Control of the
Company," a "person" means an individual, corporation, trust or other legal or
commercial entity and includes two or more persons acting as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding, or disposing of securities of the Company.
"Plan" means the Lydall, Inc. 1992 Stock Incentive Compensation Plan.
"Restricted Stock Award" means the right to receive a specified number
of shares of Common Stock in annual installments over a designated Award Period.
"Stock Bonus Award" means an award of shares of Common Stock to an
Outside Director pursuant to Section 6 or to an employee of the Company pursuant
to Section 11 hereof.
"Subsidiary" or "Subsidiaries" means a corporation or other form of
business entity, more than 50 percent of the voting interest of which is owned
or controlled, directly or indirectly, by the Company.
Shares of Common Stock Subject to the Plan.
Subject to the provisions of paragraph (c) of this Section 3 and Section
12, the total number of shares of Common Stock which may be issued or
transferred under this Plan 1) upon exercise of Options; 2) when an Outside
Director or an employee becomes entitled to receive shares of stock pursuant to
a Stock Bonus Award; and 3) under the terms of a Restricted Stock Award, shall
not exceed 2,420,000 shares.
Shares to be issued or transferred under this Plan will be made
available, at the discretion of the Board of Directors, either from authorized
but unissued shares of Common Stock or from shares of Common Stock held by the
Company as treasury shares, including shares purchased in the open market.
If any share of Common Stock issuable or transferable under an Incentive
Award is not issued or transferred and ceases to be issuable or transferable
because (i) of the lapse, in whole or in part, of such Incentive Award; (ii) it
is subject to the provisions of paragraph (b) of Section 9 or paragraph (d)
A-2
<PAGE>
of Section 10; or (iii) for any other reason, the shares not so issued or
transferred shall no longer be charged against the limitation provided for in
paragraph (a) of this Section 3 and may again be used for Incentive Awards.
Administration of the Plan.
The Plan shall be administered by the Committee. The Committee shall have
authority, in its discretion and after receiving the recommendations of the
Chairman of the Company, to determine the employees to whom Incentive Awards
will be granted, the time or times at which Incentive Awards will be granted,
and the number of shares to be subject to each Incentive Award. In making such
determinations, the nature of the services rendered by the respective employees,
their present and potential contributions to the Company's success and such
other factors deemed to be relevant will be taken into account. Subject to the
express provisions of the Plan, the Committee shall also have authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective
Incentive Award Agreements (which need not be identical) including the
determination of whether Options granted will be designated as Incentive Stock
Options and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee will hold its meetings at such times
and places as it may determine. A majority of its members will constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members.
Participation.
Except as set forth in Sections 6, 7 and 8 hereof, Incentive Awards may be
granted to officers and other key employees of the Company and its Subsidiaries.
From time to time the Chairman of the Company will determine and recommend
to the Committee those officers and key employees of the Company and of its
Subsidiaries who should be granted Incentive Awards, the type of Incentive
Awards to be granted, and the number of shares subject to each Incentive Award;
provided, however, that no person may be granted in any calendar year Incentive
- - -------- -------
Awards covering more than 100,000 shares of Common Stock. The Committee shall
approve or disapprove such recommendations.
Incentive Awards may be granted in the following forms:
a Restricted Stock Award, in accordance with Section 9,
an Option, in accordance with Section 10, which may be designated as an
Incentive Stock Option as that term is defined in Section 422A of the Code,
a Stock Bonus Award, in accordance with Section 11, or
a combination of the foregoing.
Stock Bonus Awards to Outside Directors in Lieu of Annual Cash Retainers. On
June 30 and December 31 of each year during the term of the Plan, each person
then serving as an Outside Director of the Company shall be granted a Stock
Bonus Award in respect of that number of whole shares of Common Stock obtained
by dividing fifty percent (50%) of the Annual Retainer then in effect by the
Fair Market Value of a share of Common Stock as the date of grant, in each case
rounded upward to the nearest number of whole shares. The Stock Bonus Awards
contemplated by this Section 6 shall be granted in lieu of any future cash
payments to Outside Directors in respect of the Annual Retainer.
A-3
<PAGE>
Non-Qualified Option Awards to Directors in Lieu of Cash-Based
Retirement Benefits.
On December 31 of each year during the term of the Plan, each person
then serving as an Outside Director and the Chairman of the Company shall be
granted a Non-Qualified Option covering three hundred twenty-five (325) shares
of Common Stock. The Non-Qualified Options contemplated by this Section 7 shall
be granted in lieu of any future accruals under the Lydall, Inc. Board of
Directors Deferred Compensation Plan.
The purchase price of each share of Common Stock under a Non-Qualified
Option granted under this Section 7 shall be the Fair Market Value of a share of
Common Stock as of the date each such Non-Qualified Option is granted.
Each Non-Qualified Option granted under this Section 7 shall become
exercisable in three equal annual installments commencing as of the first
anniversary of the date of grant and shall be exercisable until the earlier of
ten (10) years from the date of grant or the expiration of the three (3) year
period provided in paragraph (d) below.
Whenever a recipient of Non-Qualified Options granted under this Section
7 ceases to be a Director of the Company for any reason whatsoever, all
outstanding Non-Qualified Options granted under this Section 7 then held by such
person shall continue to vest and be exercisable in whole or in part for a
period of three (3) years from the date on which such person ceases to be a
Director of the Company; provided, however, that, if the effective date of any
such cessation of service occurs on or before March 31 of any given year, the
Non-Qualified Option granted as of the previous December 31 (and only that Non-
Qualified Option), if any, shall continue to vest and be exercisable in whole or
in part until March 31 of the year that is three (3) years from the date on
which such person ceases to be a Director of the Company; and provided further
that, in no event, shall any such Non-Qualified Option be exercisable beyond the
Ten (10) year term of the Option specified in paragraph (c) above.
Except as set forth above, the terms and conditions of each
Non-Qualified Stock Option granted under this Section 7 shall be as specified in
Section 10 below.
Additional Automatic Awards to Directors.
On each of May 7, 1999 and May 7, 2002, each person then serving as a
Director of the Company shall be granted a Non-Qualified Option covering the
lesser of 9,000 shares of Common Stock or a number of shares of Common Stock
having an aggregate Fair Market Value on the date of grant equal to $100,000.
Each person who is first elected a Director of the Company after May 13, 1992
shall be granted, automatically upon such election, a Non-Qualified Option
covering the lesser of 9,000 shares of Common Stock or a number of shares of
Common Stock having an aggregate Fair Market Value on the date of grant equal to
$100,000. The Non-Qualified Options contemplated by this Section 8 represent a
continuation of the automatic awards on Non-Qualified Options to Directors
approved by the stockholders of the Company at the 1992 Annual Meeting of
Stockholders.
The purchase price of each share of Common Stock under a Non-Qualified
Option granted under this Section 8 shall be the Fair Market Value of a share of
Common Stock as of the date each such Non-Qualified Option is granted.
Each Non-Qualified Option granted under this Section 8 shall become
excercisable in four equal annual installments commencing as of the first
anniversary of the date of grant, provided the holder of such Non-Qualified
Option is a Director or employee of the Company on such anniversary, and shall
be excercisable until the earlier of ten (10) years from the date of grant or
the expiration of the applicable period specified in paragraph (d) or (e) below.
<PAGE>
Each Non-Qualified Option granted under this Section 8 to an Outside
Director of the Company shall terminate if and when the optionee shall cease to
serve as a Director of the Company, except as follows:
(i) If the optionee has continuously served as a Director of the
Company for at least one year from the date of grant of a Non-Qualified
Option and dies (x) while serving as a Director of the Company or (y)
during any period after having ceased to be a Director when the Non-
Qualified Option would otherwise be exercisable under subparagraph (ii)
below, the Non-Qualified Option theretofore granted to him/her may be
exercised by a representative of his/her estate provided that such Non-
Qualified Option may be exercised only within six months after the date of
death and prior to the expiration date specified in such Non-Qualified
Option.
(ii) If the optionee ceases for any reason (other than death) to be a
Director of the Company subsequent to one year from the date of grant, such
Non-Qualified Option may be exercised within three months from the date of
such cessation and prior to the expiration date specified in such Non-
Qualified Option.
(iii) No Non-Qualified Option may be exercised for more than the
number of shares for which the optionee might have exercised his/her Option
at the time he/she ceased for any reason to be a Director of the Company.
Each Non-Qualified Option granted under this Section 8 to a Director who is
an employee of the Company shall terminate in accordance with Section 10(e)
below.
Except as set forth above, the terms and conditions of each Non-Qualified
Stock Option granted under this Section 8 shall be as specified in Section 10
below.
Restricted Stock Awards.
An Incentive Award in the form of a Restricted Stock Award shall be subject
to the following provisions:
The restricted stock agreement shall specify (i) the number of shares of
Common Stock to be transferred to the recipient over the Award Period and (ii)
the times at which portions of those shares shall be transferred to the
recipient. In no event may shares be transferred before one year after the date
of the Award or later than ten years from such date, except, however, that for
persons who are not officers of the Company, the Committee may waive any part
of the one-year period after the date of the Award during which the shares may
not be transferred.
The Restricted Stock Award shall terminate if the holder, with or without
cause, shall cease to be an employee of the Company or any of its Subsidiaries,
and any installments of shares of Common Stock which have not yet become
transferable to such holder shall be forfeited upon cessation of employment;
provided, however, in the event that an employee's employment shall terminate as
a result of death or disability, the foregoing provision of this subparagraph
(b) shall not apply, and all shares of stock subject to Restricted Stock Awards
shall immediately become vested.
At the time an installment of shares of Common Stock is transferred to the
holder of a Restricted Stock Award, an additional payment shall be made to such
holder, either in cash or shares of Common Stock as the Committee shall
determine in its sole discretion, in an amount equal to the cash dividends which
would have been payable to the holder of the Restricted Stock Award in respect
to the shares transferred to the holder at the time the Restricted Stock Award
was granted.
Each Restricted Stock Award shall be evidenced by a written instrument
containing terms and conditions determined by the Committee consistent with the
terms of the Plan.
A-5
<PAGE>
Options.
An Incentive Award in the form of an Option shall be subject to the
following provisions:
At the time of grant, the Option shall specify (i) the number of shares of
Common Stock which may be purchased by the recipient over the term of the
Option; (ii) the times at which portions of such shares may be purchased by the
recipient; and (iii) whether the Option is an Incentive Stock Option. No Option
shall be deemed to be an Incentive Stock Option unless the Committee has so
designated such Option and the Option states that it is an Incentive Stock
Option.
The purchase price of each share of Common Stock under each Option will be
at least 100 percent of the Fair Market Value of a share of Common Stock at the
time of grant.
The Option must provide that it is not transferable and may be exercised
solely by the person to whom granted except as provided in paragraph (e) of this
Section 10 in the event of such person's death.
Each Option granted to an employee will be subject to the condition that it
may be exercised only if the optionee remains in the employ of the Company
and/or a Subsidiary for at least one year after the date of the granting of the
Option. An Option may be exercised at the times and in the amounts determined
by the Committee. In no event, however, shall an Option be exercisable after
ten years from the granting of the Option.
An Option granted to an employee shall terminate if and when the optionee
shall cease to be an employee of the Company and its Subsidiaries, except as
follows:
If an optionee who has been continuously employed by the Company or any of
its Subsidiaries for at least one year from the date of grant of an Option dies
(x) while employed by the Company or a Subsidiary, or (y) during any period
after retirement or the termination of his/her employment when the Option would
otherwise be exercisable under subparagraph (ii) below, the Option theretofore
granted to him/her may be exercised (x) by the beneficiary designated pursuant
to paragraph (g) of Section 13 or (y) in the absence of such designation, or if
no such beneficiary survives the optionee, by a representative of such
optionee's estate, provided that such Option may be exercised only within six
months from the date of death and within ten years from the date of grant of the
Option.
If an optionee retires or if his/her employment with the Company or a
Subsidiary is terminated for any reason (other than death) subsequent to one
year from the date of grant of any Option, such Option may be exercised within
three years (or such lesser period as the Option Agreement shall specify) from
the date of such retirement or termination of employment, but in no event after
ten years from date of grant of the Option; provided, however, that if such
-------- -------
Option is an Incentive Stock Option, it may be exercised only within ninety (90)
days (or such lesser period as the Option Agreement shall specify) from the date
of such retirement or termination of employment, but in no event after ten years
from the date of grant of the Option.
Notwithstanding (i) and (ii) above, if an optionee is dismissed for cause,
of which the Committee shall be the sole judge, his/her Option shall expire
immediately upon termination.
The Committee may determine that, for the purpose of the Plan, an employee
who is on a leave of absence will be considered as still in the employ of the
Company, provided that such leave of absence meets the requirements of Treasury
Regulation (S)1.421-7(h) promulgated under the Code and provided that an Option
shall be exercisable during a leave of absence only as to the number of shares
which were exercisable at the commencement of such leave of absence.
A-6
<PAGE>
No Option may be exercised for more than the number of shares for which the
optionee might have exercised his/her Option at the time he/she ceased for any
reason to be an employee of the Company or a Subsidiary.
A person electing to exercise an Option will give written notice to the
Company of such election and of the number of shares he/she has elected to
purchase and the date on which he/she wishes to exercise the Option. Any person
exercising an Option may tender the full purchase price plus taxes, if
applicable, in cash of the shares he/she has elected to purchase on the date
specified by him/her for completion of such purchase. If authorized by the
Committee, in its discretion, at or after the time of grant, payment in full or
in part may also be made by an employee of the Company in the form of shares of
Common Stock not then subject to restriction under any Company plan (but which
may include shares the disposition of which constitutes a disqualifying
disposition for purposes of obtaining incentive stock option treatment for
federal tax purposes); provided, however, that shares of Common Stock may not be
used to pay any of the purchase price of an Option unless such shares have been
owned by the employee for at least six months, or such longer period as the
Committee shall determine, prior to being surrendered as payment in full or in
part of the purchase price of an Option. Such surrendered shares shall be valued
at "Fair Market Value."
The Option agreements or Option grants authorized by the Plan may contain
such other provisions, consistent with the terms of the Plan, as the Committee
shall consider advisable.
Incentive Stock Options may not be issued to any person who at the time of
grant owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries.
The aggregate Fair Market Value (determined at the time an option is
granted) of stock of the Company (including Common Stock) granted an employee to
which Incentive Stock Options are exercisable for the first time by such
employee during any calendar year (under all incentive stock option plans of the
Company or its Subsidiaries) shall not exceed $100,000.
Stock Bonus Awards.
------------------
A Stock Bonus Award may be granted to any employee of the Company or its
Subsidiaries whom the Committee determines, upon recommendation of the Chairman
of the Company, should be rewarded for exemplary performance, subject to the
following provisions:
The Committee shall determine, in its discretion, the number of shares of
stock to be granted pursuant to a Stock Bonus Award and the time at which an
Award shall be made.
A Stock Bonus Award shall be evidenced by the delivery to the employee of a
stock certificate representing the shares awarded.
Shares of Common Stock transferred pursuant to a Stock Bonus Award shall be
subject only to such conditions as are directed by the Board of Directors or
Committee in accordance with Section 13(a) hereof.
Adjustment Provisions.
---------------------
Except as otherwise provided herein, the following provisions shall apply
to all Common Stock authorized for issuance and optioned, granted or awarded
under the Plan:
Stock Dividends, Splits, etc. In the event of a stock dividend, stock
----------------------------
split, or other subdivision or combination of the Common Stock, the number
of shares of Common Stock authorized under the Plan will be adjusted
proportionately. Similarly, in any such event there will be a proportionate
A-7
<PAGE>
adjustment in the number of shares of Common Stock subject to unexercised
Options (but without adjustment to the aggregate option price) and in the
number of shares of Common Stock then subject to Restricted Stock Awards.
Divisive Organization, Merger, Exchange or other Reorganization. In
the event that the outstanding shares of Common Stock are changed or
converted into, exchanged or exchangeable for, a different number or kind
of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, reclassification or
combination, or in the event that the Company engages in a divisive
reorganization such as a spin-off of any significant portion of its
business, the total number of shares of Common Stock which may be issued
under the Plan shall be appropriately adjusted and appropriate adjustment
shall be made by the Committee in the number of shares, kind of Common
Stock and/or the Option price for which Incentive Awards may be or may have
been awarded under the Plan, to the end that the proportionate interests of
participants and inherent values of outstanding Incentive Awards shall be
maintained as before the occurrence of such event.
Adjustments. Adjustments under this Section 12 shall be made by the
Committee whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. No fractional
shares of Common Stock shall be issued under the Plan on account of any
such adjustments.
Change in control of the Company. If, and at such time as, a "change
in control of the Company" (as defined in Section 2) shall have occurred,
any and all provisions of any and all outstanding Incentive Awards which
condition the right to exercise such Incentive Awards upon the holder of
any such Incentive Award having been an employee of the Company or any of
its Subsidiaries or a director of the Company for a period of time shall be
deemed to have been rescinded, so that such holder, upon the occurrence of
such change in control, shall have the right to exercise such Incentive
Award in full, (including, in the case of Restricted Stock Awards, the
right to be issued the stock awarded and any dividend accrued thereon),
irrespective of whether such holder has been an employee or director for
the period of time specified in the Incentive Award; provided, however, if
any such recision would cause the maximum period during which an Option may
be exercised or a Restricted Stock Award transferred to exceed nine years,
such recision shall not occur with respect to such Option or Restricted
Stock Award unless and until such Option or Restricted Stock Award is
amended, with the consent of the holder, to reduce such maximum period to
nine years or less.
General Provisions.
With respect to any shares of Common Stock issued or transferred under the
provisions of this Plan, such shares may be issued to transferred subject to
such conditions, in addition to those specifically provided in the Plan, as the
Committee may direct.
Nothing in the Plan or in any instrument executed pursuant thereto will
confer upon any employee any right to continue in the employ of the Company or a
Subsidiary or will effect the right of the Company or of a Subsidiary to
terminate the employment of any employee with or without cause. Nothing in the
Plan or in any instrument executed pursuant thereto will confer upon any
Director of the Company any right to continue in such capacity or will affect
the right of stockholders to remove or not re-elect such person as a Director of
the Company with or without cause.
No shares of Common Stock will be issued or transferred pursuant to an
Incentive Award unless and until all legal requirements applicable to the
issuance or transfer of such shares have, in the opinion of counsel to the
Company, been complied with. In connection with any such issuance or transfer,
the person acquiring the shares will, if requested by the Company, give written
assurances satisfactory to counsel to the Company that the shares are being
acquired for investment and not with a view to resale or distribution thereof
and assurances in respect of such other matters as the
A-8
<PAGE>
Company or a Subsidiary may consider desirable to assure compliance with all
applicable legal requirements.
No employee (individually or as a member of a group), and no beneficiary or
other person claiming under or through him/her, will have any right, title or
interest in any shares of Common Stock allocated or reserved for the purposes of
the Plan or subject to any Incentive Award except as to such shares of Common
Stock, if any, as shall have been issued or transferred to him/her and except as
otherwise provided in Section 14(a).
In the case of any employee of a Subsidiary, the Committee may direct the
Company to issue the shares covered by the Incentive Award to the Subsidiary for
such lawful consideration as the Committee may specify upon the condition that
the Subsidiary will transfer the shares to the employee in accordance with the
terms of the Incentive Award. Notwithstanding any other provision of this Plan,
an Incentive Award, excluding an Incentive Stock Option, may be issued by and in
the name of the Subsidiary and shall be considered granted on the date it is
approved by the Committee, on the date it is delivered by the Subsidiary, or
on such other date between such two dates as the Committee will specify. For
options which are intended to qualify as Incentive Stock Options, the date of
grant shall be determined in accordance with the applicable regulations under
the Code.
The Company or a Subsidiary may make such provisions as it may consider
appropriate for the withholding of any taxes which the Company or Subsidiary
determines it is required to withhold in connection with any Incentive Award.
No Incentive Award and no rights under the Plan, contingent or otherwise,
shall be assignable, transferable or subject to any encumbrance, pledge or
charge of any nature, provided that, under such rules and regulations as the
Committee may establish pursuant to the terms of the Plan, a beneficiary may be
designated in respect of an Incentive Award in the event of the death of the
holder of such Incentive Award and provided, also, that if such beneficiary
shall be the executor or administrator of the estate of the holder of such
Incentive Award, any rights in respect of such Incentive Award may be
transferred to the person or persons or entity (including a trust) entitled
thereto under the will of the holder of such Incentive Award or, in case of
intestacy, under the laws relating to intestacy.
Nothing in the Plan is intended to be a substitute for, or shall preclude
or limit the establishment or continuation of, any other plan, practice or
arrangement for the payment of directors' fees or compensation or fringe
benefits to employees generally, or to any class or group of employees, which
the Company or any Subsidiary now has or may hereafter lawfully put into effect,
including, with limitation, any retirement, pension, insurance, stock purchase,
incentive compensation or bonus plan.
Except as the Delaware Corporation law otherwise may require, the place of
administration of the Plan will conclusively be deemed to be within the State of
Connecticut and the validity, construction, interpretation and administration of
the Plan and of any rules and regulations or determinations or decisions made
thereunder, will be governed by, and determined exclusively and solely in
accordance with, the laws of the State of Connecticut. Without limiting the
generality of the foregoing, the period within which any action arising under or
in connection with the Plan, or any payment or Award made or purportedly made
under or in connection therewith, must be commenced and will be governed by the
laws of the State of Connecticut, irrespective of the place where the act or
omission complained of took place and of the residence of any party to such
action and irrespective of the place where the action may be brought.
Amendment, Suspension and Termination of Plan.
The Board of Directors may at any time terminate, suspend or amend the
Plan, provided, however, that no such amendment will, without approval of the
stockholders of the Company, except
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<PAGE>
as provided in Section 12 hereof, (i) materially increase the aggregate number
of shares which may be issued in connection with Incentive Awards; (ii) change
the minimum Option exercise price; (iii) increase the maximum period during
which Options may be exercised, or Restricted Stock Awards transferred; (iv)
extend the effective period of this Plan; or (v) materially modify the
requirements as to eligibility for participation in the Plan.
The Committee may, with the consent of the person by whom a Restricted
Stock Award or an Option is held, modify or change the terms of any Option or
Restricted Stock Award in a manner which does not conflict with the provisions
of the Plan.
Effective Date and Duration of Plan.
This Plan becomes effective upon its approval by the stockholders of the
Company on May 13, 1992. Any amendment to this Plan will become effective upon
approval by Directors unless stockholder approval is deemed necessary, in which
case such amendment shall become effective upon approval by stockholders.
Unless previously terminated by the Board of Directors, this Plan shall
terminate at the close of business on May 12, 2002 and no Restricted Stock Award
or Option may be granted under it thereafter, but such termination shall not
affect any Incentive Award theretofore granted.
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<PAGE>
MURTHA, CULLINA, RICHTER AND PINNEY LLP
CITYPLACE 1
185 ASYLUM STREET
HARTFORD, CONNECTICUT 06103-3469
TELEPHONE (860) 240-6000
FACSIMILE (860) 240-6150
April 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post Effective Amendment No. 1 to the Registration Statement
on Form S-8 Relating to the Lydall, Inc. 1992 Stock Incentive
Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Lydall, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of the above-captioned
Registration Statement on Form S-8 (the "Registration Statement") registering an
additional 840,000 shares of common stock, par value $.10 per share ("Common
Stock"), of the Company for issuance from time-to-time under the Lydall, Inc.
1992 Stock Incentive Compensation Plan (the "Plan"). The Company has asked us to
furnish you with our opinion as to the matters hereinafter set forth in support
of the Registration Statement.
In rendering this opinion, we have reviewed originals or copies,
certified or otherwise authenticated to our satisfaction, of the Amended &
Restated Certificate of Incorporation, Bylaws, and other records of the
corporate proceedings of the Company and such other documents, including the
Plan, as we have deemed necessary. As to various questions of fact material to
our opinion, we have relied upon statements of fact contained in the documents
we have examined or made to us by officers of the Company, who by reason of
their positions would be expected to have knowledge of such facts. In addition,
we have reviewed such provisions of law and have made such other and further
investigations as we have deemed necessary in order to express the opinions
hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that,
upon the effectiveness of the Registration Statement, the 840,000 additional
shares of Common Stock which may be issued and sold from time-to-time by the
Company pursuant to the Plan as described in the Registration Statement and the
Prospectus comprising a part thereof will be,
<PAGE>
MURTHA, CULLINA, RICHTER AND PINNEY LLP
Securities and Exchange Commission
April 17, 1998
Page 2
when issued in accordance with the Plan, validly issued, fully paid and
nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MURTHA, CULLINA, RICHTER and PINNEY
By: /s/ Richard S. Smith, Jr.
---------------------------------------
Richard S. Smith, Jr.
A Partner of the Firm
cc: Ms. Carole F. Butenas
Attorney Mary Tremblay
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 to the Registration Statement of Lydall, Inc. on Form S-8 (File No. 33-93768)
of our reports dated February 18, 1998, on our audits of the consolidated
financial statements and financial statement schedule of Lydall, Inc. and
subsidiaries as of December 31, 1997 and 1996, and for the years ended December
31, 1997, 1996, and 1995, which reports were incorporated by reference from the
1997 Annual Report to Stockholders, and included, respectively, in the 1997
Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
April 15, 1998
