As filed with the Securities and Exchange Commission on July 3, 1996.
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
National Affiliated Corporation
(Exact name of registrant as specified in its charter)
Louisiana 72-0947819
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7228 England Drive, Suite 24
P.O. Box 12190
Alexandria, Louisiana 71315
(318) 473-4355
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
_______________________
National Affiliated Corporation Stock Option Plan
(Full title of the Plan)
_______________________
Benjamin P. Wall Copy to: Michael W. Tankersley
Chief Executive Officer Hughes & Luce, L.L.P.
National Affiliated Corporation 1717MainStreet, Suite 2800
7228 England Drive Dallas, Texas 75201
Suite 24
Alexandria, Louisiana 71303
(800) 673-2220
(Name, address, and telephone number,
including area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
Title of each class
of Securities
to be Registered Common Stock, no par value
Amount
to be
Registered(1) 385,466 shares
Proposed Maximum
Offering Price
per Share $2.125
Proposed Maximum
Aggregate
Offering Price $819,116
Amount of
Registration
Fee $282.45
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on the average of the
high and low prices of National Affiliated Corporation's common stock reported
on the "Over The Counter" market on June 24, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been previously filed with the Securities
and Exchange Commission (the "Commission") by National Affiliated Corporation
(the "Company") are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 and the Company's Quarterly Report on Form 10-QSB for the
period ended March 31, 1996.
(b) All reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995.
(c) The description of the Company's common stock (the "Common Stock"),
contained in the Company's registration statement on Form 10 including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this
Registration Statement which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all of such shares 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 of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company may indemnify any person who was
or is a party to or is threatened to be made a party to any threatened,
pending or completed actions, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Company), by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or
agent of another business, foreign or nonprofit corporation, partnership,
joint venture, or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the alleged conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
Company as well, but only to the extent of defense expenses, including
attorneys' fees and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the action to
conclusion, actually and reasonably incurred in
connection with the defense or settlement of such action, and no indemnification
shall be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for willful or intentional
misconduct in the performance of his duty to the
corporation unless, and only to the extent that the court shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the court
shall deem proper.
The Company's Bylaws further provide that a determination of the minimum
standard required for indemnification may be made by either (a) the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, and the board of directors so
directs, by independent legal counsel in a written opinion, or (c) the Company's
stockholders. The Company may advance expenses to the potential indemnity only
if the Company's Board of Directors so authorizes and if the potential
indemnity undertakes in writing to repay the expenses if it is subsequently
determined that he is not entitled to indemnification. These indemnification
provisions are not exclusive of any other rights to
which a person may be entitled by law, agreement, vote of stockholders or
disinterested directors or otherwise.
Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page 8 of this Registration Statement, which Index is incorporated
herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii)To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 the initial bona fide offering
thereof.
(c) Insofar as indemnification by the registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification by the registrant 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Alexandria, State of Louisiana,
on June 28, 1996.
NATIONAL AFFILIATED CORPORATION
By: /s/ Benjamin P. Wall
Benjamin P. Wall,
Chairman of the Board,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Benjamin P. Wall, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or
his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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:
Signature Title Date
/s/ Benjamin P. Wall Chairman of the Board, June 20, 1996
Benjamin P. Wall Chief Executive Officer
(Principal Executive Officer)
/s/ Jerry L. Johnston Vice President and June 24, 1996
Jerry L. Johnston Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ John I. Boxberger Director June 20, 1996
John I. Boxberger
/s/ Lynn Parks Clayton Director June 21, 1996
Lynn Parks Clayton
/s/ Robert F. Meredith, III Director June 19, 1996
Robert F. Meredith, III
____________________ Director June ___, 1996
G. Vaughn Walton
/s/ Bobby Williams Director June 20, 1996
Bobby Williams
____________________ Vice Chairman and Director June ___, 1996
Dan Van Wormer
INDEX TO EXHIBITS
Exhibit
Number Exhibit Sequentially
Numbered Page
4.1 National Affiliated Corporation Stock Option Plan 9
5.1 Opinion of Bolen, Erwin & Johnson. 16
23.1 Consent of Bolen, Erwin & Johnson
(Contained in Exhibit 5.1) 16
23.2 Consent of Deloitte & Touche, L.L.P. 17
24.1 Power of Attorney (Contained at page 7) 7
EXHIBIT 4.1
NATIONAL AFFILIATED CORPORATION
STOCK OPTION PLAN
1. Purpose of the Plan. This Plan shall be known as the National Affiliated
Corporation Stock Option Plan. The purpose of the Plan is to attract and
retain the best available personnel for positions of substantial responsibility
and to provide incentives to such personnel to promote the success of the
business of National Affiliated Corporation and its subsidiaries.
Options granted under this Plan are not intended to qualify as "incentive
stock options" pursuant to Section 422 of the Internal Revenue Code of 1986,
as amended from time to time.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Common Stock" shall mean the Common Stock, no par value per
share, of the Corporation. Except as otherwise provided herein, all Common
Stock issued pursuant to the Plan shall have the same rights as all other
issued and outstanding shares of Common Stock, including but not limited to
voting rights, the right to dividends, if declared and paid, and the right to
pro rata distributions of the Corporation's assets in the event of liquidation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Committee" shall mean the committee described in Section 18 that
administers the Plan.
(e) "Corporation" shall mean National Affiliated Corporation, a
Louisiana corporation.
(f) "Date of Grant" shall mean the date on which an Option is granted
pursuant to this Plan or, if the Committee so determines, the date specified
by the Committee as the date the award is to be effective.
(g) "Disinterested Director" shall mean a director who is not, during
the one year prior to service as an administrator of the Plan, or during such
service, granted or awarded an Option pursuant to the Plan or any other plan
of the Corporation or any of its affiliates (except as provided in Section 18(c)
of this Plan and as may be permitted by Rule 16b-3 promulgated under the
Exchange Act).
(h) "Employee" shall mean any officer or other key employee of the
Corporation or one of its Subsidiaries (including any director who is also an
officer or key employee of the Corporation or one of its Subsidiaries).
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(j) "Fair Market Value" shall mean the closing sale price (or average
of the quoted closing bid and asked prices if there is no closing sale price
reported) of the Common Stock on the date specified as reported by NASDAQ/NMS
or by the principal national stock exchange on which the Common Stock is then
listed. If there is no reported price information for the Common Stock, the
Fair Market Value will be determined by the Committee, in its sole discretion.
In making such determination, the Committee may, but shall not be obligated to,
commission and rely upon an
independent appraisal of the Common Stock.
(k) "Option" shall mean a stock option granted pursuant to Section 6
of this Plan.
(l) "Optionee" shall mean any Employee or director who receives an
Option.
(m) "Participant" shall mean an Employee or director who receives an
Option pursuant to this Plan.
(n) "Plan" shall mean the National Affiliated Corporation Stock Option
Plan, as amended from time to time.
(o) "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations
under the Exchange Act as Rule 16b-3 may be amended from time to time and any
successor provisions to Rule 16b-3 under the Exchange Act.
(p) "Subsidiary" shall mean any now existing or hereinafter organized
or acquired company of which more than fifty percent (50%) of the issued and
outstanding voting stock is owned or controlled directly or indirectly by the
Corporation or through one or more Subsidiaries of the Corporation.
3. Term of Plan. The Plan has been adopted by the Board and shall be
deemed effective as of the date of such approval, and shall continue in effect
until terminated pursuant to Section 18(a) hereof.
4. Shares Subject to the Plan. Except as otherwise provided in Section 17
hereof, the aggregate number of shares of Common Stock issuable upon the
exercise of Options pursuant to this Plan shall be 385,466 shares. Such shares
may either be authorized but unissued shares or treasury shares. The
Corporation shall, during the term of this Plan, reserve and keep available a
number of shares of Common Stock sufficient to satisfy the requirements of the
Plan. If an Option should expire or become unexercisable for any reason without
having been exercised in full, then the shares that were subject thereto shall,
unless the Plan shall have terminated, be available for the grant of additional
Options under this Plan, subject to the limitations set forth above.
5. Eligibility. Options may be granted under Section 6 of the Plan to such
Employees and directors of the Corporation or its Subsidiaries as shall be
determined by the Committee. Subject to the limitations and qualifications
set forth in this Plan, the Committee shall also determine the number of
Options to be granted, the number of shares subject to each Option, the
exercise price or prices of each Option, the vesting and exercise period of
each Option, whether an Option may be exercised as
to less than all of the Common Stock subject thereto, and such other terms and
conditions of each Option, if any, as are consistent with the provisions of
this Plan.
6. Grant of Options. Except as provided in Section 18(c), the Committee
shall determine the number of shares of Common Stock to be offered from time to
time pursuant to Options granted hereunder and shall grant Options under the
Plan. The grant of Options shall be evidenced by Option agreements containing
such terms and provisions as are approved by the Committee and executed on
behalf of the Corporation by an appropriate officer. Each Option shall not be
transferable otherwise than by will or the law of descent and distribution,
and is exercisable, during the Participant's lifetime, only by the Participant.
7. Time of Grant of Options. The date of grant of an Option under the Plan
shall be the date on which the Committee awards the Option or, if the
Committee so determines, the date specified by the Committee as the date the
award is to be effective. Notice of the grant shall be given to each
Participant to whom an Option is granted promptly after the date of such grant.
8. Price. The Option price for each share of Common Stock subject to an
Option (the "Exercise Price") granted pursuant to Section 6 of the Plan shall be
determined by the Committee at the Date of Grant; provided, however, that the
Exercise Price for any Option shall not be less than 100% of the Fair Market
Value of the Common Stock at the Date of Grant.
9. Vesting. Subject to Section 11 of this Plan, each Option under the Plan
shall vest in accordance with the vesting provisions set forth in the applicable
Option agreement. The Committee may, but shall not be required to, permit
acceleration of vesting upon any sale of the Corporation or similar transaction.
A Participant's Option agreement may contain such additional provisions with
respect to vesting as the Committee shall specify.
10. Exercise. A Participant may pay the Exercise Price of the shares of
Common Stock as to which an Option is being exercised by the delivery of cash,
check or, at the Corporation's option, by the delivery of shares of Common Stock
having a Fair Market Value on the date immediately preceding the exercise date
equal to the Exercise Price.
If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, as amended, any Option granted under
the Plan may be exercised by a broker-dealer acting on behalf of an Optionee if
(a) the broker-dealer has received from the Optionee or the Corporation a
fully- and duly-endorsed agreement evidencing such Option, together with
instructions signed by the Optionee requesting the Corporation to deliver the
shares of Common Stock subject to such Option to the broker-dealer on behalf of
the Optionee and specifying the account into which such shares should be
deposited, (b) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (c) the broker-dealer and the
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220, or any successor provision.
11. When Options May be Exercised. No Option shall be exercisable at any
time after the expiration of years from the Date of Grant. In addition, if an
Optionee of a Option ceases to be an employee or a director of the Corporation
or any Related Corporation for any reason, such Optionee's vested Options shall
not be exercisable after (a) 30 days following the date such Optionee ceases
to be an employee or director of the Corporation or any Related Corporation, if
such cessation of service is not due to the death or permanent and total
disability (within the meaning of Section 22(e)(3) of the Code) of the Optionee,
or (b) 180 days following the date such Optionee ceases to be an employee or
director of the Corporation or any Related Corporation, if such cessation of
service is due to the death or permanent and total
disability (as defined above) of the Optionee. Upon the death of an Optionee,
any vested Option exercisable on the date of death may be exercised by the
Optionee's estate or by a person who acquires the right to exercise such Option
by bequest or inheritance or by reason of the death of the Optionee, provided
that such exercise occurs within both the remaining option term of the Option
and 180 days after the date of the Optionee's death. This Section 11 only
provides the outer limits of allowable exercise dates with respect to Options;
the Committee may determine that the exercise period for Option shall have a
shorter duration than as specified above.
12. Option Financing. Upon the exercise of any Option granted under the
Plan, the Corporation may, but shall not be required to, make financing
available to the Participant for the purchase of shares of Common Stock
pursuant to such Option on such terms as the Committee shall specify.
13. Withholding of Taxes. The Committee shall make such provisions and
take such steps as it may deem necessary or appropriate for the withholding of
any taxes that the Corporation is required by any law or regulation of any
governmental authority to withhold in connection with any Option including,
but not limited to, withholding the issuance of all or any portion of the
shares of Common Stock subject to such Option until the Participant reimburses
the Corporation for the amount it is required to withhold with respect to such
taxes, cancelling any portion of such issuance in an amount sufficient to
reimburse the Corporation for the amount it is required to withhold or taking
any other action reasonably required to satisfy the
Corporation's withholding obligation.
14. Conditions Upon Issuance of Shares. The Corporation shall not be
obligated to sell or issue any shares upon the exercise of any Option granted
under the Plan unless the issuance and delivery of shares shall comply with all
provisions of applicable federal and state securities laws and the requirements
of any stock exchange upon which shares of the Common Stock may then be listed.
As a condition to the exercise of an Option, the Corporation may require
the person exercising the Option to make such representations and warranties
as may be necessary to assure the availability of an exemption from the
registration requirements of applicable federal and state securities laws.
The Corporation shall not be liable for refusing to sell or issue any
shares covered by any Option if the Corporation cannot obtain authority from the
appropriate regulatory bodies deemed by the Corporation to be necessary to
lawfully sell or issue such shares. In addition, the Corporation shall have
no obligation to any Participant, express or implied, to list, register or
otherwise qualify the shares of Common Stock covered by any Option.
No Participant will be, or will be deemed to be, a holder of any Common
Stock subject to an Option unless and until such Participant has exercised his
or her Option and paid the purchase price for the subject shares of Common
Stock. Each Option under this Plan shall be transferable only by will or the
laws of descent and distribution and shall be exercisable during the
Participant's lifetime only by such Participant.
Any Common Stock issued pursuant to the exercise of an Option to a
person who would be deemed an officer or director of the Corporation under Rule
16b-3 shall not be transferred until at least six months have elapsed from the
Date of Grant to the date of disposition of the Common Stock.
15. Restrictions on Shares. Shares of Common Stock issued pursuant to the
Plan shall be subject to restrictions on transfer under applicable federal and
state securities laws. The Board may impose such additional restrictions on
the ownership and transfer of shares of Common Stock issued pursuant to the
Plan as it deems desirable; any such restrictions shall be set forth in any
Option agreement entered into hereunder.
16. Modification of Options. Except as provided in Section 18(c) of this
Plan, at any time and from time to time, the Committee may execute an instrument
providing for modification, extension or renewal of any outstanding Option,
provided that no such modification, extension or renewal shall impair the
Option without the consent of the holder of the Option or conflict with the
provisions of Rule 16b-3.
17. Effect of Change in Stock Subject to the Plan. In the event that each of
the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Corporation or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares or otherwise), or in the event a stock split or stock
dividend shall have occurred, then there shall be substituted for each share
of Common Stock then subject to Options or
available for Options the number and kind of shares of stock into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders) shall be so changed or exchanged, or the number of shares of
Common Stock as is equitably required in the event of a stock split or stock
dividend, together with an appropriate adjustment of the Exercise Price. The
Board may, but shall not be required to, provide additional anti-dilution
protection to a Participant under the terms of the Participant's Option
agreement.
18. Administration.
(a) Notwithstanding anything to the contrary herein, to comply with
the requirements of Rule 16b-3, the Plan shall be administered by the members
of the Board who are Disinterested Directors, who shall comprise a committee of
Disinterested Directors duly appointed by the Board to administer the Plan (the
group responsible for administering the Plan is referred to herein as the
"Committee"). Options may be granted under Section 6 only by majority
agreement of the members of the Committee. Option agreements in the forms as
approved by the Committee, and containing such terms and conditions consistent
with the provisions of this Plan as shall have been determined by the Committee,
may be executed on behalf of the Corporation by the Chairman of the Board, the
President or any Vice President of the Corporation. Except with respect to
Sections 18(b) and (c) of this Plan, the Committee shall have complete authority
to construe, interpret and administer the provisions of this Plan and the
provisions of the Option agreements granted hereunder; to prescribe, amend
and rescind rules and regulations pertaining to this
Plan; to suspend or discontinue this Plan (subject to Section 18(e)); and to
make all other determinations necessary or deemed advisable in the
administration of the Plan. The determinations, interpretations and
constructions made by the Committee shall be final and conclusive. No member
of the Committee shall be liable for any action taken, or failed to be taken,
made in good faith relating to the Plan or any award thereunder, and the members
of the Committee shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage or
expense (including attorneys' fees) arising therefrom to the fullest extent
permitted by law.
(b) Members of the Committee shall be specified by the Board, and
shall consist solely of Disinterested Directors. Disinterested Directors
shall not be eligible to receive options to purchase Common Stock pursuant to
Section 6 of the Plan, except as specifically provided under Sections 18(c).
(c) Each director (including any Disinterested Director who so
qualifies) who is (i) not an employee or officer of the Corporation or any
Subsidiary, and (ii) not a stockholder, or an employee or affiliate of a
stockholder, who beneficially owns, directly or indirectly, 500,000 or more
shares of the issued and outstanding Common Stock (an "Outside Director"),
shall automatically be granted, as of the date of adoption by the Corporation
of this Plan, Options to purchase 10,000 shares of Common Stock. In addition,
each Outside Director who joins the Board of Directors of the Corporation after
the date of adoption of this Plan shall receive,
effective as of the date such Outside Director joins the Board of Directors,
Options to purchase 10,000 shares of Common Stock. The purchase price or prices
for Common Stock subject to an option granted under this Section 18(c) shall
be 100% of the Fair Market Value of the Common Stock on the Date of Grant.
One-half of the shares of Common Stock subject to such Options shall vest as
of the Date of Grant. The remaining shares shall vest thereafter in two equal
annual increments commencing on the first anniversary of the Date of Grant.
Such Options shall expire, and shall not be exercisable with respect to any
vested portion upon any termination of a holder's service as provided in
Section 11. This Section 18(c) shall not be amended more than once every six
months, other than to comport with changes in the
Code or in the Employee Retirement Income Security Act of 1974, as amended, or
changes in the rules promulgated thereunder, or other applicable law.
(d) Provided the Plan is approved by the shareholders of the
Corporation, notwithstanding Sections 18(a) and (c), to comply with Rule 16b-3,
no amendment may thereafter be made without the approval of the shareholders
of the Corporation by the affirmative votes of the holders of a majority of
the shares of Common Stock then issued and outstanding, which amendment would
materially (i) increase the benefits accruing to Participants, (ii) increase
the number of securities which may be issued under the Plan, other than in
accordance with Section 17 hereof, or (iii) modify the requirements as to
eligibility for participation in the Plan.
19. Continued Employment Not Presumed. Nothing in this Plan or any
document describing it nor the grant of any Option shall give any Participant
the right to continue in the employment of the Corporation or affect the right
of the Corporation to terminate the employment of any such person with or
without cause.
20. Liability of the Corporation. Neither the Corporation, its directors,
officers or employees or the Committee, nor any Subsidiary which is in
existence or hereafter comes into existence, shall be liable to any Participant
or other person if it is determined for any reason by the Internal Revenue
Service or any court having jurisdiction that any Option granted hereunder does
not qualify for tax treatment as an incentive stock option under Section 422 of
the Code.
21. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of State of Louisiana and the United States, as
applicable, without reference to the conflict of laws provisions thereof.
22. Severability of Provisions. If any provision of this Plan is determined
to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of the Plan, but
such invalid, illegal or unenforceable provision shall be fully severable, and
the Plan shall be construed and
enforced as if such provision had never been inserted herein.
EXHIBITS 5.1 AND 23.1
[Bolen, Erwin & Johnson. Letterhead]
June 26, 1996
National Affiliated Corporation
7228 England Drive, Suite 24
P.O. Box 12190
Alexandria, Louisiana
Re: Registration Statement on Form S-8 for the
National Affiliated Corporation Stock Option Plan
Ladies and Gentlemen:
We have acted as general counsel to National Affiliated Corporation, a
Louisiana corporation, (the "Company"), who has asked me to submit this letter,
in connection with the registration under the Securities Act of 1933, as
amended, of 385,466 shares (the "Shares") of the Company's common stock (no
par value) (the "Common Stock"), issuable upon the exercise of stock options
granted pursuant to National Affiliated Corporation
Stock Option Plan (the "Plan"). The Shares are being registered pursuant to a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about June 26, 1996 (the "Registration Statement").
In connection with this opinion, we have examined such documents and records
of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such
certificates of public officials, corporate agents and officers of the Company
and such other certificates with respect to the accuracy of material factual
matters contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for pursuant to the Plan, validly issued, fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for such issuance,
and further assuming that the consideration
actually received by the Company for the Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ BOLEN, ERWIN & JOHNSON
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
National Affiliated Corporation on Form S-8 of our report dated March 6, 1996,
appearing in the Annual Report on Form 10-KSB of National Affiliated Corporation
for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
June 21, 1996
