<PAGE> 1
<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on January 11, 1994 Registration No. 33-
</TABLE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
LAFARGE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Maryland 58-1290226
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11130 Sunrise Valley Drive
Reston, VA 22091
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
---------------------------------
1993 STOCK OPTION PLAN OF LAFARGE CORPORATION
(Full title of the Plan)
--------------------------------
<TABLE>
<S> <C>
Jean-Pierre Cloiseau Copy to:
Executive Vice President David C. Jones
and Chief Financial Officer Vice President - Legal Affairs
Lafarge Corporation and Corporate Secretary
11130 Sunrise Valley Drive Lafarge Corporation
Reston, VA 22091 11130 Sunrise Valley Drive
(Name and address of agent for Reston, VA 22091
service) (703) 264-3600
(703) 264-3600
(Telephone number, including
area code, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed maximum Amount
securities Amount maximum aggregate of
to be to be offering price offering registration
registered registered (1) per share (2) price (2) fee
<S> <C> <C> <C> <C>
Common Stock 3,000,000
$1.00 par value shares $24.875 $74,625,000 $25,730.70
per share
</TABLE>
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to these shares are also being registered
hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
for the Common Stock ($24.875) on the New York Stock Exchange on January 10,
1994, as reported in the January 11, 1994 edition of The Wall Street Journal.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993;
and
(c) The description of the Common Stock contained in the
Registration Statement on Form 8-A of the Company heretofore
filed by the Company with the Commission, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law provides for the
indemnification of directors and officers of a corporation incorporated under
Maryland law under certain circumstances. A person who was or is a director or
officer of the corporation may be indemnified by the corporation for judgments,
penalties, fines, settlements and reasonable expenses (including attorneys'
fees) actually incurred by the director or officer in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which such director or officer
was or is made a party by reason of service in that capacity unless it is
established that (1) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (i) was committed in
bad faith or (ii) was the result of active and deliberate dishonesty; (2) the
director actually received an improper personal benefit in money, property or
services; or (3) in the case of any criminal proceeding, the director or
officer had reasonable cause to believe that the act or omission was unlawful.
If a proceeding is brought by or on behalf of the corporation, no
indemnification will be made in connection with such proceeding if the director
or officer was adjudged to be liable to the corporation.
Article Eighth of the Articles of Incorporation of the Registrant
provides that the Registrant shall indemnify its directors and officers to the
full extent permitted by Maryland Law now or hereafter in force, including the
advance of related expenses, upon a determination by the Board of Directors or
independent legal counsel made in accordance with applicable statutory
standards, and that the Registrant, upon authorization by the Board of
Directors, may indemnify other employees or agents to the same extent. Article
Ninth also contains a provision that eliminates the liability of officers and
directors of the Registrant for money damages to the Registrant or its
stockholders for any act or omission, including conduct of such officers and
directors on behalf of the Registrant constituting gross negligence, unless (1)
the director or officer received an improper benefit in money, property or
services or (2) the action, or failure to act, by the director or officer was
the result of active and deliberate dishonesty which was material to a cause of
action adjudicated in a proceeding against such director or officer.
Article VIII of the By-Laws of the Registrant provides for the
indemnification of the Registrant's directors and officers. The Registrant has
an insurance policy indemnifying its officers and directors against claims and
liabilities (with stated exceptions) to which they may become subject by reason
of their positions as directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the 'Securities Act')may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
<PAGE> 4
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 1993 Stock Option Plan of Lafarge Corporation
5.1 Opinion of David C. Jones regarding 3,000,000 shares
of Common Stock.
24.1 Consent of independent public accountants to
incorporation of reports by reference.
24.2 Consent of counsel (included in the opinion of David
C. Jones filed herewith as Exhibit 5.1).
Item 9. Undertakings.
The 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 this 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 this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (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 this
Registration Statement.
<PAGE> 5
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) 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 Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in this 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.
(5) 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.
<PAGE> 6
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 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 TOWN OF RESTON, COMMONWEALTH OF VIRGINIA, ON THIS 11TH
DAY OF JANUARY, 1994.
LAFARGE CORPORATION
<TABLE>
<S> <C>
/S/ Jean-Pierre Cloiseau
By
--------------------------------------------------------
(JEAN-PIERRE CLOISEAU, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER)
</TABLE>
-----------------------------------
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Michel
Rose, Jean-Pierre Cloiseau and David C. Jones, and each of them as
Attorney-in-Fact with full power to act alone, to execute on his behalf,
individually and in each capacity stated below, and to file any amendment,
including pre-effective and post-effective amendments, to this Registration
Statement, which amendments may make such changes in the Registration Statement
as any Attorney-in-Fact deems appropriate, as evidenced by his execution
thereof, and to file each such amendment to the Registration Statement together
with all exhibits thereto and any and all documents in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michel Rose
- ----------------------------- President and Chief Executive January 11, 1994
(MICHEL ROSE) Officer and Director (principal
executive officer)
/s/ Jean-Pierre Cloiseau
- ----------------------------- Executive Vice President January 11, 1994
(JEAN-PIERRE CLOISEAU) and Chief Financial Officer
(principal
financial officer)
/s/ John C. Porter
- ----------------------------- Vice President and January 11, 1994
(JOHN C. PORTER) Controller (principal
accounting officer)
/s/ Bertrand P. Collomb
- ----------------------------- Director January 11, 1994
(BERTRAND P. COLLOMB)
/s/ John D. Redfern
- ----------------------------- Director January 11, 1994
(JOHN D. REDFERN)
/s/ Thomas A. Buell
- ----------------------------- Director January 11, 1994
</TABLE>
<PAGE> 7
(THOMAS A. BUELL)
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marshall A. Cohen
- ----------------------------- Director January 11, 1994
(MARSHALL A. COHEN)
/s/ Bernard L. Kasriel
- ----------------------------- Director January 11, 1994
(BERNARD L. KASRIEL)
/s/ Jacques Lefevre
- ----------------------------- Director January 11, 1994
(JACQUES LEFEVRE)
/s/ Paul W. MacAvoy
- ----------------------------- Director January 11, 1994
(PAUL W. MACAVOY)
/s/ Alonzo L. McDonald
- ----------------------------- Director January 11, 1994
(ALONZO L. MCDONALD)
/s/ David E. Mitchell
- ----------------------------- Director Janauary 11, 1994
(DAVID E. MITCHELL)
/s/ Robert W. Murdoch
- ----------------------------- Director January 11, 1994
(ROBERT W. MURDOCH)
/s/ Bertin F. Nadeau
- ----------------------------- Director January 11, 1994
(BERTIN F. NADEAU)
/s/ Joe M. Rodgers
- ----------------------------- Director January 11, 1994
(JOE M. RODGERS)
- ----------------------------- Director
(RONALD D. SOUTHERN)
/s/ Edward H. Tuck
- ----------------------------- Director
(EDWARD H. TUCK)
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- ------------
<S> <C>
4.1 1993 Stock Option Plan of Lafarge Corporation
5.1 Opinion of David C. Jones regarding 3,000,000
shares of Common Stock.
24.1 Consent of independent public accountants to
incorporation of reports by reference.
24.2 Consent of counsel (included in the opinion of
David C. Jones filed herewith as Exhibit 5.1).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LAFARGE CORPORATION
1993 STOCK OPTION PLAN
SECTION I. PURPOSE
The purpose of the Lafarge Corporation 1993 Stock Option Plan (the
"Plan") is to encourage and enable key employees of Lafarge Corporation (the
"Company") and its subsidiary corporations ("Subsidiary" or "Subsidiaries") as
defined under Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code"), upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business, to remain with and devote
their best efforts to the business of the Company, thereby advancing the
interests of the Company and its stockholders. Accordingly, the Company may
grant to certain employees the option ("Option") to purchase shares of the
Common Stock of the Company, par value $1.00 per share ("Stock"), and may award
bonuses in the form of Stock subject to the restrictions set forth in Section
IX ("Restricted Stock"), as hereinafter set forth. Options granted under the
Plan shall be nonqualified stock options which shall not be treated as
incentive stock options under Section 422 of the Code.
SECTION II. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee") of
three or more directors of the Company appointed by the Board of Directors.
Members of the Committee shall not, within one year prior to their appointment
to the Committee, have been granted or awarded equity securities pursuant to
the Plan or pursuant to any other stock option or stock plan of the Company or
any parent or subsidiary corporation of the Company (an "Affiliate") within the
meaning of Section 425(e) and (f) of the Code. The Committee shall have sole
authority to determine the employees who are to be granted Options or stock
appreciation rights or awarded Restricted Stock from among those eligible
hereunder and to establish the number of shares of Stock to be optioned to
each, the number of stock appreciation rights to be granted to each, and the
number of shares to be awarded to each in the form of Restricted Stock after
taking into consideration the position held, the duties performed, the
compensation received, the services expected to be rendered by such employee
and other relevant factors. The Committee is authorized to interpret the Plan
and may from time to time adopt such rules and regulations, not inconsistent
with the provisions of the Plan, as it may deem advisable to carry out the
Plan. A majority of the Committee shall constitute a quorum and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee, shall be deemed the
acts of the Committee. All decisions made by the Committee in selecting the
employees to whom Options and stock appreciation rights shall be granted or
Restricted Stock shall be awarded, in establishing the number of shares which
may be issued
<PAGE> 2
under each Option or awarded as Restricted Stock and in construing the
provisions of the Plan shall be final. No member of the Committee shall be
liable for any action taken, failure to act, determination or interpretation
made in good faith with respect to the Plan or any Option or stock appreciation
right granted or Restricted Stock awarded under the Plan.
SECTION III. SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Stock issued under Options or
awarded in the form of Restricted Stock under this Plan shall not exceed
3,000,000 shares. Such shares of Stock may consist of authorized but unissued
shares of Stock or previously issued shares of Stock reacquired by the Company.
Any of such shares of Stock which remain unissued and which are not subject to
outstanding Options and have not been awarded in the form of Restricted Stock
at the termination of the Plan shall cease to be subject to the Plan. Should
any Option hereunder expire or terminate prior to its exercise in full, or any
Stock previously awarded as Restricted Stock be forfeited, the shares of Stock
subject to such Option at the time of its expiration or termination and the
shares of Restricted Stock so forfeited will again be available for grant or
award under the Plan. The aggregate number of shares of Stock which may be
issued under the Plan shall be subject to adjustment as provided in Section X
hereof. Exercise of an Option in any manner, including an exercise involving
an election of an alternative settlement method referred to in Section VII
hereof, shall result in a decrease in the number of shares of Stock which may
thereafter be available for purposes of the Plan by the number of shares of
Stock as to which the Option is exercised.
SECTION IV. ELIGIBILITY
The Committee shall determine and designate, at any time or from time
to time, the key personnel of the Company and the Subsidiaries to whom Options
are to be granted or Restricted Stock is to be awarded, but subject to the
terms and conditions set forth below:
(a) Options may be granted and Restricted Stock may be awarded
only to individuals who are key employees (including officers
and directors who are also key employees) of the Company or a
Subsidiary at the time the Option is granted or the Restricted
Stock is awarded. Options may be granted or Restricted Stock
awarded to the same employee on more than one occasion.
(b) The aggregate number of shares of Stock which may be issued
under Options granted or Restricted Stock awarded under the
Plan to any one individual shall not exceed 5% of the
outstanding shares of Stock.
SECTION V. OPTION PRICE
The Option price per share of Stock underlying each Option shall be
fixed by the Committee at the time the Option is granted, but shall not be less
than 100% of the fair market value of the Stock at the time of the granting of
the Option. For purposes of the
<PAGE> 3
Plan, the fair market value of Stock on any particular date shall be determined
by the Committee which may use any reasonable method of valuation, including
the mean of the high and low sales prices of publicly traded shares of Stock on
the date in question as reported on the Composite Transactions reporting system
or, if the Stock is listed on a U.S. national securities exchange, the last
sales price reported on such exchange on that date.
SECTION VI. OPTION TERM
The expiration date of an Option shall be determined by the Committee
at the time of grant, but shall in no event be later than ten years from the
date of grant.
SECTION VII. OPTION AGREEMENTS
Each Option shall be evidenced by an option agreement ("Option
Agreement") and shall contain such terms and conditions not inconsistent with
the provisions of the Plan as may be approved by the Committee. The terms and
conditions of the respective Option Agreements need not be identical and may be
amended by the Committee from time to time, subject to the provisions of the
Plan. Payment of the purchase price of any Option exercised shall be made to
the Company either (i) in cash (including check, bank draft or money order) or
(ii) by delivering shares of Stock already owned by the optionee and which have
been owned for at least six (6) months, duly endorsed for transfer or (iii) a
combination of such Stock and cash. The fair market value of any Stock so
delivered shall be determined on the same basis as provided in Section V
hereof. An Option Agreement may provide for the surrender of the right to
purchase shares of Stock under the Option in return for a payment in cash or
shares of Stock or a combination of cash and shares of Stock equal to the
excess of the fair market value of the shares of Stock with respect to which
the right to purchase is surrendered over the Option price therefor, on such
terms and conditions as the Committee in its sole discretion may prescribe.
SECTION VIII. EXERCISE OF OPTIONS
(a) Each Option granted under the Plan shall be exercisable during
such period commencing on or after the expiration of one year
from the date of the grant of such Option as the Committee
shall determine; provided, however, that the otherwise
unexpired portion of any Option shall expire and become null
and void no later than upon the first to occur of (i) the
expiration of ten years from the date such Option was granted,
(ii) the expiration of three months from the date of the
termination of the optionee's employment with the Company or
an Affiliate for any reason other than death, disability or
retirement under the normal or early retirement provisions of
a pension or retirement plan maintained by the Company or an
Affiliate, or (iii) the expiration of three years from the
date of the termination of the optionee's employment with the
Company or an Affiliate by reason of death, disability or
retirement under the normal or early retirement provisions of
a pension or retirement plan maintained by the Company or an
Affiliate. Transfer of employment without interruption of
service between or among the Company
<PAGE> 4
and its Affiliates shall not be considered to be a termination
of employment for the purposes of this Plan. Any provision of
this Plan to the contrary notwithstanding, the otherwise
unexpired portion of any Option granted hereunder shall expire
and become null and void immediately upon an optionee's
termination of employment with the Company or an Affiliate by
reason of such optionee's fraud, dishonesty or performance of
other acts detrimental to the Company or an Affiliate.
(b) Each Option granted hereunder shall be exercisable in full or
in such annual installments as may be determined by the
Committee at the time of the grant; provided, however, that
the Committee in its discretion may subsequently accelerate
the exercise date of an Option. The right to purchase shares
of Stock shall be cumulative so that when the right to
purchase any shares of Stock has accrued, such shares or any
part thereof may be purchased at any time thereafter until the
expiration or termination of the Option.
(c) If the Committee grants stock appreciation rights in
connection with an Option, either at the time of grant or by
amendment, such right shall be subject to the same terms and
conditions as the related Option and shall be exercisable only
to the extent the Option is exercisable. Stock appreciation
rights shall be granted only in connection with an Option. A
right shall entitle the optionee to surrender to the Committee
the related unexercised Option, or any portion thereof, and to
receive from the Company in exchange therefor cash, shares of
Stock, or a combination of cash and Stock, having an aggregate
value equal to (i) the excess of the fair market value of one
share of Stock over the Option price, times (ii) the number of
shares of Stock called for by the Option, or portion thereof,
which is surrendered. The number of shares of Stock which may
be received pursuant to the exercise of a right may not exceed
the number of shares of Stock called for by the Option, or
portion thereof, which is surrendered. No fractional shares
of Stock will be issued. The Committee shall have the right
to determine whether the Company's obligation shall be paid in
cash, shares of Stock, or a combination of cash and Stock.
The Committee may establish a maximum appreciation value which
would be awardable under any granted right or rights.
(d) No Option or stock appreciation right granted under the Plan
shall be transferable by the holder thereof otherwise than by
will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the optionee only by him.
(e) Nothing in this Section shall operate to extend the period of
exercise of an Option beyond the expiration date specified in
the Option Agreement.
<PAGE> 5
SECTION IX. RESTRICTED STOCK
The Committee may from time to time, in its sole discretion, award
bonuses in the form of Restricted Stock to persons eligible to receive awards
of Restricted Stock under Section IV. All Restricted Stock awarded under the
Plan shall be subject to such restrictions, terms and conditions, if any, as
may be determined by the Committee. The Committee may in its sole discretion
remove, modify or accelerate the release of restrictions on any Restricted
Stock in the event of death or disability of the recipient of such Restricted
Stock, or for such other reasons as the Committee may deem appropriate.
Any certificate or certificates representing shares of Restricted
Stock shall bear a stamped or printed notice on the face thereof to the effect
that such shares have been awarded pursuant to the terms of the Plan and may
not be sold, pledged, transferred, assigned or otherwise encumbered in any
manner except as set forth in the terms of such award. If the Committee so
determines, the certificates representing Restricted Stock shall be deposited
by the recipient with the Company or an escrow agent designated by the Company
until the restrictions thereon have lapsed or have been removed in accordance
with the provisions of this Section. Upon the lapse of the restrictions or
removal thereof by the Committee, new unrestricted certificates for the number
of shares on which the restrictions have lapsed or been removed shall, upon
request by the recipient of the Restricted Stock, be issued in exchange for
such restricted certificates.
SECTION X. ADJUSTMENTS UPON RECAPITALIZATION OR REORGANIZATION
In the event the Company shall effect a split of the Stock or dividend
payable in Stock (other than pursuant to the Company's Optional Stock Dividend
Plan), or in the event the outstanding Stock shall be combined into a smaller
number of shares, the maximum number of shares of Stock as to which Options may
be granted and Restricted Stock may be awarded under the Plan shall be
increased or decreased proportionately. In the event that before delivery by
the Company of all of the shares of Stock in respect of which any Option or
stock appreciation right has been granted under the Plan, the Company shall
have effected such a split, dividend or combination, the shares of Stock still
subject to the Option or stock appreciation right shall be increased or
decreased proportionately and the purchase price per share of Stock shall be
decreased or increased proportionately so that the aggregate purchase price for
all of the then optioned shares of Stock shall remain the same as immediately
prior to such split, dividend or combination.
In the event of a reclassification of the Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Board of Directors shall make such
adjustments, if any, as it may deem appropriate in the number and kind of
shares for which Options, stock appreciation rights or Restricted Stock may be
granted or awarded under the Plan and, with respect to outstanding Options and
stock appreciation rights, in the number, purchase price and kind of shares
covered thereby. The provisions of this Section shall only be applicable if,
and only to the extent
<PAGE> 6
that, the application thereof does not conflict with any valid governmental
statute, regulation or rule.
SECTION XI. CONTINUANCE OF EMPLOYMENT
Neither the Plan nor any agreement relating to any Option, stock
appreciation right or award of Restricted Stock shall impose any obligation on
the Company or an Affiliate to continue to employ any employee.
SECTION XII. WITHHOLDING
The Company shall have the right to withhold taxes, as required by
law, from any transfer of cash or Stock to an employee under the Plan or to
collect, as a condition of such transfer, any taxes required by law to be
withheld.
(a) Subject to the provisions of paragraphs (b) and (c) of this
Section, at any time when an employee is required to pay to
the Company an amount required to be withheld under applicable
tax laws in connection with an issuance of Stock upon exercise
of an Option or stock appreciation right, the employee may
satisfy this obligation in whole or in part by electing (the
"Election") to have the Company withhold from the issuance
shares of Stock having a fair market value equal to the amount
required to be withheld. The value of the shares of Stock to
be withheld shall be based on the fair market value of such
shares as of the date on which shares of Stock are issued to
the employee pursuant to exercise of the Option or stock
appreciation right (the "Tax Date"). The employee must pay to
the Company any difference between the amount required to be
withheld by the Company and the value of the shares of Stock
so withheld. Any shares of Stock withheld shall not
thereafter be available to be subject to an Option granted
under the Plan.
(b) Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election, may suspend or
terminate the right to make Elections and may provide with
respect to any Option or stock appreciation right that the
right to make Elections shall not apply to such Option or
stock appreciation right. An Election is irrevocable.
(c) If an employee is an officer of the Company within the meaning
of Section 16 of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, then an Election
is subject to the following additional conditions:
(1) No Election shall be effective with respect to a Tax
Date which occurs within six months of the grant of
the Option or stock appreciation right, except that
this limitation shall not apply in the event the
death or disability of the employee occurs prior to
expiration of the six-month period.
<PAGE> 7
(2) The Election must be made either six months prior to
the Tax Date or during a period beginning on the
third business day following the date of release for
publication of the Company's quarterly or annual
summary statements of sales and earnings and ending
on the twelfth business day following such date.
SECTION XIII. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors in its discretion may terminate the Plan at any
time with respect to any shares of Stock for which Options have not theretofore
been granted or which have not been awarded as Restricted Stock. The Board of
Directors shall have the right to alter or amend the Plan or any part thereof
from time to time; provided, that no such change may be made which would impair
the rights of the optionee under any outstanding Option or the recipient of
Restricted Stock without the consent of such optionee or recipient; and
provided, further, that the Board of Directors may not make any alteration or
amendment which would materially increase the benefits accruing to participants
under the Plan, increase the aggregate number of shares of Stock which may be
issued pursuant to the provisions of the Plan, or materially modify the
requirements for participation in the Plan without the approval of the
stockholders of the Company.
SECTION XIV. EFFECTIVENESS AND EXPIRATION OF THE PLAN
If adopted by the Board of Directors and approved by the vote of the
holders of a majority of the stock of the Company entitled to vote thereon at a
meeting of stockholders duly called and held for such purpose, or at an annual
meeting thereof, the notice of which has specified that action is to be taken
on the Plan, and the Committee shall have been advised by legal counsel for the
Company that in the opinion of such counsel all applicable requirements of law
precedent to its becoming effective have been fully met, then the Plan shall
become effective on August 4, 1993 or as soon thereafter as the aforesaid
requirements have been met. The Plan shall expire five years after the
effective date of the Plan. If the stockholders of the Company fail so to
approve the Plan, the Plan shall thereupon terminate and all Options previously
granted and all awards of Restricted Stock under the Plan shall become void and
of no effect. With respect to persons subject to Section 16 of Securities
Exchange Act of 1934 (the "1934 Act"), transactions under the Plan are intended
to comply with applicable conditions of Rule 16b-3 or its successors under the
1934 Act. To the extent any provisions of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.
<PAGE> 1
EXHIBIT 5.1
January 11, 1994
Lafarge Corporation
11130 Sunrise Valley Drive
Suite 300
Reston, Virginia 22091
Dear Sirs:
I am Vice President - Legal Affairs and Corporate Secretary of Lafarge
Corporation, a Maryland corporation (the "Company"). The Company is registering
under the Securities Act of 1933, as amended (the "Act"), 3,000,000 shares of
the Company's Common Stock, par value $1.00 per share (the "Subject Shares"),
under the Company's 1993 Stock Option Plan (the "Plan"). The Subject Shares are
issuable upon the exercise of options or stock appreciation rights ("SARs")
granted under the Plan or as shares of Restricted Stock (as defined in the
Plan) awarded under the Plan.
I have participated in the preparation of the Company's Registration Statement
on Form S-8 filed with the Securities and Exchange Commission covering the
registration of the Subject Shares under the Act. I am familiar with the
corporate proceedings of the Company relating to the adoption of the Plan and
the proposed issuance of the Subject Shares pursuant to the Plan.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications and assumptions hereinafter expressed, it is my opinion that all
of the Subject Shares have been duly and validly authorized for issuance and,
when issued upon the exercise of options or SARs granted under the Plan or as
shares of Restricted Stock awarded under the Plan pursuant to the provisions
thereof, will be legally issued, fully paid and nonassessable.
In rendering the foregoing opinion I have assumed that any shares of Restricted
Stock issued under the Plan will be issued for adequate consideration, as
determined by the Board of Directors of the Company, in accordance with
Maryland law.
I do not purport to be an expert as to the laws of any jurisdiction other than
the United States and the State of Virginia, and I express no opinion herein as
to the effect that the laws and
<PAGE> 2
decisions of courts of any jurisdiction other than the United States and the
State of Maryland may have upon the opinion expressed herein.
I hereby consent to the references in the Registration Statement mentioned
above and in the Prospectus which constitutes a part thereof as the attorney
who will pass upon the legality of the Subject Shares and to the filing of this
opinion as Exhibit 5.1 to such Registration Statement.
Very truly yours,
David C. Jones
Vice President - Legal Affairs
and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 28, 1993,
incorporated by reference in Lafarge Corporation's Annual Report on From 10-K
for the year ended December 31, 1992, and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN & CO.
Washington, D.C.
January 11, 1994
