<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1998
Registration No. 33-
- -----------------------------------------------------------------------------
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 20191
(Address of Principal Executive (Zip Code)
Offices)
</TABLE>
--------------------
LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
------------------
<TABLE>
<S> <C>
Larry J. Waisanen 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 20191 11130 Sunrise Valley Drive
(Name and address of agent for service) Reston, VA 20191
(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 1,000,000 shares $24.875 $24,875,000 $7,339
$1.00 par value
- ------------------------------------------------------------------------------------------------------------------------
Interests in the
Lafarge Corporation _
Employee Stock
Purchase Plan (3)..
- ------------------------------------------------------------------------------------------------------------------------
</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 October 14,
1998, as reported in the October 15, 1998 edition of The Wall Street Journal.
(3) An interest in the Plan represents the nontransferable right of a
participant in the Plan to receive a number of shares of the Common Stock
registered hereby determined in accordance with the provisions of the Plan.
<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, 1997.
The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, and June 30, 1998.
(c) The Company's current Report on Form 8-K/A dated June 3, 1998.
(d) 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.
<PAGE> 3
Item 4. Description of Securities.
Not Applicable.
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.
<PAGE> 4
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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 Lafarge Corporation Employee Stock Purchase Plan
5.1 Opinion of David C. Jones regarding 1,000,000 shares
of Common Stock.
23.1 Consent of independent public accountants to
incorporation of reports by reference.
23.2 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 [notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement]; and
<PAGE> 5
(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 registration statement is on Form S-3, Form S-8, or Form F-3, and 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.
(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 20TH
DAY OF OCTOBER, 1998.
LAFARGE CORPORATION
By: /s/ Larry J. Waisanen
-----------------------------------------
(LARRY J. WAISANEN, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER)
--------------
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Larry J.
Waisanen, Kevin Grant, 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/ JOHN M. PIECUCH President and Chief Executive October 20, 1998
- ----------------------------- Officer and Director (principal
(JOHN M. PIECUCH) executive officer)
/s/ LARRY J. WAISANEN Executive Vice President October 20, 1998
- ----------------------------- and Chief Financial Officer
(LARRY J. WAISANEN) (principal financial officer)
/s/ JOHN C. PORTER Vice President and October 20, 1998
- ----------------------------- Controller (principal
(JOHN C. PORTER) accounting officer)
/s/ BERTRAND P. COLLOMB Director October 20, 1998
- -----------------------------
(BERTRAND P. COLLOMB)
/s/ JOHN D. REDFERN Director October 20, 1998
- -----------------------------
(JOHN D. REDFERN)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ------ ----
<S> <C> <C>
Director
- ----------------------------
(THOMAS A. BUELL)
/s/ MARSHALL A. COHEN Director October 20, 1998
- ----------------------------
(MARSHALL A. COHEN)
/s/ PHILIPPE P. DAUMAN Director October 20, 1998
- ----------------------------
(PHILIPPE P. DAUMAN)
/s/ BERNARD L. KASRIEL Director October 20, 1998
- ----------------------------
(BERNARD L. KASRIEL)
/s/ JACQUES LEFeVRE Director October 20, 1998
- ----------------------------
(JACQUES LEFEVRE)
/s/ PAUL W. MACAVOY Director October 20, 1998
- -----------------------------
(PAUL W. MACAVOY)
/s/ CLAUDINE B. MALONE Director October 20, 1998
- -----------------------------
(CLAUDINE B. MALONE)
/s/ ALONZO L. MCDONALD Director October 20, 1998
- -----------------------------
(ALONZO L. MCDONALD)
/s/ ROBERT W. MURDOCH Director October 20, 1998
- -----------------------------
(ROBERT W. MURDOCH)
/s/ BERTIN F. NADEAU Director October 20, 1998
- -----------------------------
(BERTIN F. NADEAU)
/s/ JOE M. RODGERS Director October 20, 1998
- -----------------------------
(JOE M. RODGERS)
/s/ MICHEL ROSE Director October 20, 1998
- -----------------------------
(MICHEL ROSE)
Director
- -----------------------------
(RONALD D. SOUTHERN)
</TABLE>
<PAGE> 8
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Reston, Virginia, on the 20th day of
October, 1998.
LAFARGE CORPORATION EMPLOYEE
STOCK PURCHASE PLAN
/s/ THOMAS W. TATUM
---------------------------------------
Thomas W. Tatum
Chairman of the Committee
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- ------------
<S> <C> <C>
4.1 Lafarge Corporation Employee Stock Purchase Plan A-1
5.1 Opinion of David C. Jones regarding 1,000,000
shares of Common Stock. A-5
23.1 Consent of independent public accountants to
incorporation of reports by reference. A-7
23.2 Consent of counsel (included in the opinion of
David C. Jones filed herewith as Exhibit 5.1). A-5
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LAFARGE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
Section 1. Purpose. It is the purpose of the Plan to promote the
interests of the Company and its shareholders by providing a method by which
eligible employees may use voluntary payroll deductions to purchase shares of
Common Stock and thereby acquire a proprietary interest in the Company and an
increased personal interest in its continued success and progress. The Plan is
intended to qualify as an employee stock purchase plan within the meaning of
Section 423 of the Code and shall be construed accordingly.
Section 2. Definitions. As used herein the following terms have the
following meanings:
(a) "Affiliate" means any corporation that is a subsidiary corporation
of the Company within the meaning of Section 424(f) of the Code and that
has been designated by the Committee as an Affiliate for purposes of the
Plan.
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Code" means the United States Internal Revenue Code of 1986, as
from time to time amended.
(d) "Committee" means the Committee described in Section 4 hereof.
(e) "Common Stock" means the $1.00 U.S. par value Common Stock of the
Company.
(f) "Company" means Lafarge Corporation.
(g) "Compensation" means (i) with respect to a salaried employee, the
basic annual salary of such employee as of the May 1 immediately preceding
the first day of the option period, and shall not include bonuses, overtime
pay, allowances, commissions, deferred compensation payments or any other
extraordinary compensation, and (ii) with respect to an hourly compensated
employee, the straight-time hourly rate of pay of such employee as of the
May 1 immediately preceding the first day of the option period, multiplied
by 2,080, and shall not include bonuses, overtime pay, premium pay or other
irregular payments. The Compensation of an employee who does not receive
salary or wages computed in United States dollars shall be determined by
converting such salary or wages into United States dollars in accordance
with the Compensation Exchange Rate.
(h) "Compensation Exchange Rate" means the New York foreign currency
exchange rate as reported by Bankers Trust Company for the first business
day in May immediately preceding the first day of the option period.
(i) "Eligible Employee" means any employee of the Company or an
Affiliate who is eligible to participate in the Plan pursuant to Section 5
hereof.
(j) "Fair Market Value" means the closing sale price on the date in
question (or, if there was no reported sale on such date, on the last
preceding day on which any reported sale occurred) of the Common Stock on
the New York Stock Exchange.
(k) "Option" means any option to purchase shares of Common Stock
granted by the Committee pursuant to the provisions of the Plan.
(l) "Participant" means an Eligible Employee who elects to participate
in the Plan pursuant to Section 6 hereof.
(m) "Plan" means this Lafarge Corporation Employee Stock Purchase
Plan.
Section 3. Number of Shares. The aggregate number of shares of Common
Stock issued under Options granted under the Plan, when added to the aggregate
number of Exchangeable Preference Shares of Lafarge Canada Inc. ("LCI") issued
under options granted under any plan of LCI determined by the Committee to be
comparable to the Plan, shall not exceed a total of 2,000,000 shares.
A-1
<PAGE> 2
The maximum number of shares of Common Stock available for sale under the
Plan is subject to adjustment as provided in Section 13. The Common Stock to be
delivered upon exercise of Options may consist of authorized but unissued shares
of Common Stock or shares of Common Stock previously issued and reacquired by
the Company.
Section 4. Administration of the Plan. The Plan shall be administered by
the Committee, which shall consist of three or more employees of the Company.
Each member of the Committee shall be appointed by and shall serve at the
pleasure of the Board of Directors. The Board of Directors shall have the sole
continuing authority to appoint members of the Committee both in substitution
for members previously appointed and to fill vacancies however caused. The
following provisions shall apply to the administration of the Plan by the
Committee.
(a) The Committee shall designate one of its members as Chairman and
shall hold meetings at such times and places as it may determine. Each
member of the Committee shall be notified in writing of the time and place
of any meeting of the Committee at least two days prior to such meeting,
provided that such notice may be waived by a Committee member. A majority
of the members of the Committee shall constitute a quorum and any action
taken by a majority of the members of the Committee present at any duly
called meeting at which a quorum is present (or action unanimously approved
in writing) shall constitute action by the Committee.
(b) The Committee may appoint a Secretary (who need not be a member of
the Committee) who shall keep minutes of its meetings. The Committee may
make such rules and regulations for the conduct of its business as it may
determine.
(c) The Committee shall have full authority subject to the express
provisions of the Plan to interpret the Plan, to provide, modify and
rescind rules and regulations relating to it and to make all other
determinations and perform such actions as the Committee deems necessary or
advisable to administer the Plan.
(d) No member of the Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option
granted hereunder.
Section 5. Eligible Employees. Each employee of the Company or an
Affiliate shall be eligible to participate in the Plan; provided, however, that:
(a) An employee shall not be granted an Option if such employee would,
immediately after grant of the Option, own stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the
Company or any parent or subsidiary corporation of the Company (within the
meaning of Section 424(e) and (f) of the Code). For purposes of determining
stock ownership under this paragraph, the rules of Section 424(d) of the
Code shall apply, and stock which the employee may purchase under any
outstanding options shall be treated as stock owned by the employee; and
(b) No employee shall be granted an Option under the Plan which would
permit such employee's rights to purchase shares of stock under all
employee stock purchase plans of the Company and its parent and subsidiary
corporations (within the meaning of Section 424(e) and (f) of the Code) to
accrue (within the meaning of Section 423(b)(8) of the Code) at a rate
which exceeds $25,000 U.S. of fair market value of such stock (determined
at the time such option is granted) for each calendar year during which any
such option granted to such employee is outstanding at any time.
For purposes of this Section 5, the term "employee" shall not include
an employee whose customary employment is 20 hours or less per week or is
for not more than five months in any calendar year.
Section 6. Option Period and Method of Participation. Each 12-month
period beginning on June 1 and ending on the following May 31 shall be an option
period. Each person who will be an Eligible Employee on the June 1 on which an
option period begins may elect to participate in the Plan by executing and
delivering, on or before the immediately preceding May 15, a payroll deduction
authorization as provided in this Section. Such Eligible Employee shall thereby
become a Participant on June 1 of the option period and shall remain a
Participant until such Eligible Employee's participation is terminated as
provided in Sections 10 or 11 hereof.
A-2
<PAGE> 3
The payroll deduction authorization executed by a Participant shall request
withholding, by means of substantially equal payroll deductions over the option
period, of an amount which shall not exceed the lesser of (a) 5% of such
Participant's annual Compensation, or (b) $3,000 U.S. (or an equivalent amount
computed in accordance with the Compensation Exchange Rate with respect to a
Participant whose salary or wages are not computed in United States dollars).
The payroll deduction authorized by the Participant shall not be less than $10
U.S. (or an equivalent amount computed in accordance with the Compensation
Exchange Rate with respect to a Participant whose salary or wages are not
computed in United States dollars) per month during the option period. A
Participant may change the withholding rate of his or her payroll deduction
authorization by written notice delivered to the Company on or before the May 15
immediately preceding the first day of the option period with respect to which
the change is to be effective. All amounts withheld in accordance with a
Participant's payroll deduction authorization shall be credited to a withholding
account for such Participant. No interest shall be payable on withholding
accounts.
Section 7. Grant of Options. Each Participant shall be granted an Option
on the first day of an option period. Such Option shall be for the number of
whole shares of Common Stock to be determined by dividing (a) the balance in the
Participant's withholding account on the last day of the option period by (b)
the purchase price per share of the common Stock as determined under Section 8.
In no event shall the number of shares with respect to which an Option is
granted to a Participant in an option period exceed that number of shares which
has an aggregate Fair Market Value (determined on the first day of the option
period) of $6,000 U.S., and the number of shares actually purchased by a
Participant in an option period may not exceed this number. The Company shall
reduce, on a substantially proportionate basis, the number of shares of Common
Stock receivable by each Participant upon exercise of an Option in an option
period in the event that the number of shares then available under the Plan is
less than the total number of shares with respect to which all Participants
exercise Options in such option period.
Section 8. Option Price. The purchase price per share of Common Stock
under each Option shall equal the lesser of (a) 90% of the Fair Market Value per
share of Common Stock on the date of grant of the Option or (b) 90% of the Fair
Market Value per share of Common Stock on the date on which the Option is
exercised.
Section 9. Exercise of Options. An employee who is a Participant in the
Plan on the last business day of an option period shall be deemed to have
exercised the Option granted to him for that period. Upon such exercise, the
Company shall apply the balance of the Participant's withholding account to the
purchase of the number of whole shares of Common Stock as determined under
Section 7 and as soon as practicable thereafter shall issue and deliver
certificates for said shares to the Participant; provided, however, that the
obligation of the Company to deliver such shares of Common Stock shall be
postponed for such period of time as may be necessary to register or qualify the
purchased shares under the Securities Act of 1933 and any applicable Foreign or
state securities law. For purposes of this Section 9, the balance in the
withholding account of a Participant whose salary or wages are not computed in
United States dollars shall be converted into United States dollars in
accordance with the New York foreign currency exchange rate as reported by
Bankers Trust Company for the last business day of the option period. A
Participant shall possess none of the rights or privileges of a stockholder of
the Company with respect to Common Stock purchased under the Plan unless and
until certificates representing such shares have been issued. No fractional
shares shall be issued upon exercise of an Option. Any balance remaining in a
Participant's withholding account following exercise of an Option shall be
returned to the Participant, except that any such balance representing a
fractional share of Common Stock shall be retained in the withholding account
and applied to the next option period. The cash proceeds received by the company
upon exercise of an Option shall constitute general funds of the Company. To the
extent any Option is exercised with respect to less than all of the shares of
Common Stock available for purchase under such Option, the Option shall expire
and become null and void as of the end of the option period for which such
Option was granted.
Section 10. Cancellation of Option and Withdrawal From the Plan. A
Participant who holds an Option under the Plan may at any time prior to exercise
thereof pursuant to Section 9 cancel such Option by written notice delivered to
the Company. Upon such cancellation, the balance in the Participant's
withholding account shall be returned to such Participant. Partial cancellation
of an Option shall not be permitted.
A-3
<PAGE> 4
A Participant may terminate his payroll deduction authorization as of any
date by written notice delivered to the Company and shall thereby cease to be a
Participant as of such date. Partial termination of a payroll deduction
authorization shall not be permitted. Any Participant who voluntarily terminates
his payroll deduction authorization prior to the last business day of an option
period shall be deemed to have canceled his Option.
Section 11. Termination of Employment. Upon the termination of a
Participant's employment with the Company or an Affiliate for any reason, such
person shall cease to be a Participant, any Option held by him or her under the
Plan shall be deemed canceled, the balance of his or her withholding account
shall be returned to him or her (or, in the event of his or her death, to the
executor or administrator of his or her estate) and he or she shall have no
further rights under the Plan.
All Participants shall have the same rights and privileges under the Plan.
Notwithstanding the foregoing, nothing in the Plan shall confer upon any
Participant any right to continue in the employ of the Company or an Affiliate
or in any way interfere with the right of the Company or an Affiliate to
terminate the employment of the Participant at any time, with or without cause.
Transfers of employment among the Company and its Affiliates shall not be
considered a termination of employment for the purpose of this Plan.
Section 12. Transferability. An Option granted under the Plan shall not
be transferable by the Participant and shall be exercisable only by the
Participant.
Section 13. Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or declare a dividend payable
in Common Stock, or in the event the outstanding Common Stock shall be combined
into a smaller number of shares, the maximum number of shares as to which
Options may be granted under the Plan and the maximum number of shares which may
be purchased in an option period by a Participant under the Plan shall be
increased or decreased proportionately.
In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization of the Company,
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,
purchase price and kind of shares that are covered by Options theretofore
granted under the Plan or that are otherwise subject to the Plan. The provisions
of this Section shall only be applicable if, and only to the extent that, the
application thereof does not conflict with any valid governmental statute,
regulation or rule.
Section 14. Amendment and Termination of the Plan. Subject to the right
of the Board of Directors to terminate the Plan prior thereto, the Plan shall
terminate when all or substantially all of the Common Stock reserved for
purposes of the Plan has been purchased. No Options may be granted after
termination of the Plan. The Benefit Plan Design Committee appointed by the
Board of Directors may alter or amend the Plan but may not without the approval
of the shareholders of the Company make any alteration or amendment thereof
which operates (a) to increase the aggregate number of shares of Common Stock
which may be issued under the Plan (other than as provided in Section 13) or (b)
to change the designation of corporation whose employees may be offered Options
under the Plan.
No termination or amendment of the Plan shall adversely affect the rights
of a Participant under an Option, except with the consent of such Participant.
Section 15. Requirements of Law. The granting of Options and the issuance
of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.
Section 16. Effective Date of the Plan. The Plan shall become effective,
as of the date of its adoption by the Board of Directors, if it is duly approved
at the 1988 annual meeting of stockholders of the Company. The affirmative vote
of the holders of at least a majority of the shares of stock of the Company
present and voting on the approval of the Plan at the meeting, provided that the
total number of shares voting for the proposal represents more than 50% of the
total number of shares of stock entitled to vote at such annual meeting, shall
be required to approve the Plan. If the Plan is not so approved, the Plan shall
terminate and any Option granted hereunder shall be null and void.
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EXHIBIT 5.1
October 16, 1998
Lafarge Corporation
11130 Sunrise Valley Drive
Suite 300
Reston, Virginia 20191
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"), 4,000,000 shares of
the Company's Common Stock, par value $1.00 per share (the "Subject Shares"),
under the Company's 1998 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.
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 decisions of courts of any jurisdiction other
than the United States and the State of Virginia 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
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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
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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
June 3, 1998, included in Lafarge Corporation's Form 8-K/A dated June 3, 1998
and to all references to our Firm included in this Registration Statement on
Form S-8 to register 1,000,000 shares of common stock for the Lafarge
Corporation Employee Stock Purchase Plan.
ARTHUR ANDERSEN LLP
Washington, D.C.,
October 15, 1998.
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