<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>
-----------------
1998 STOCK OPTION PLAN OF LAFARGE CORPORATION
(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 Reston, VA 20191
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 4,000,000
$1.00 par value shares $24.875 $99,500,000 $29,353
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 October 14,
1998, as reported in the October 15, 1998 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, 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 1998 Stock Option Plan of Lafarge Corporation
5.1 Opinion of David C. Jones regarding 4,000,000 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
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- ------------
<S> <C> <C>
4.1 1998 Stock Option Plan of Lafarge Corporation A-1
5.1 Opinion of David C. Jones regarding 4,000,000
shares of Common Stock. A-9
23.1 Consent of independent public accountants to
incorporation of reports by reference. A-11
23.2 Consent of counsel (included in the opinion of
David C. Jones filed herewith as Exhibit 5.1). A-9
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LAFARGE CORPORATION
1998 STOCK OPTION PLAN
SECTION I. PURPOSE
The purpose of the Lafarge Corporation 1998 Stock Option Plan (the "Plan")
is to encourage and enable nonemployee directors of Lafarge Corporation (the
"Company") and key employees of 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 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 to
purchase shares of Stock shall be granted automatically, as hereinafter set
forth, to members of the Board of Directors of the Company who are not officers
or employees of the Company or any Subsidiary ("Nonemployee Directors"). Options
granted to employees of the Company and its Subsidiaries and options granted to
Nonemployee Directors are referred to herein as "Employee Options" and "Director
Options", respectively, and collectively as "Options". 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") appointed
by the Board of Directors of the Company and consisting of two or more directors
of the Company.
The Committee shall have sole authority to determine the employees who are
to be granted Employee 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; provided, however, that the Committee shall
have no authority, discretion or power to select the persons who will receive
Director Options, to set the number of shares to be covered by any Director
Option, to set the exercise price or the period within which Director Options
may be exercised or to alter any other terms or conditions specified herein,
except in connection with the administration of the Plan subject to the express
provisions hereof. A majority (but not fewer than two) of the members 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 (but not fewer than two) of the members of the Committee, shall be
deemed the acts of the Committee. All decisions made by the Committee in
selecting the employees to whom Employee Options and stock appreciation rights
shall be granted or Restricted Stock shall be awarded, in establishing the
number of shares that may be issued under each Employee Option or awarded as
Restricted Stock to employees and the terms of grants and awards under the Plan
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 4,000,000 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 that remain unissued and that 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
A-1
<PAGE> 2
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 that may be issued under the
Plan shall be subject to adjustment as provided in Section XI hereof. Exercise
of an Option or a related stock appreciation right in any manner shall result in
a decrease in the number of shares of Stock that may thereafter be available for
purposes of the Plan by the number of shares of Stock as to which the Option or
right is exercised (whether or not, in the case of a stock appreciation right,
such number of shares is actually issued).
SECTION IV. ELIGIBILITY
The Committee shall determine and designate, at any time or from time to
time, the key employees of the Company and the Subsidiaries to whom Employee
Options are to be granted or Restricted Stock is to be awarded, but subject to
the terms and conditions set forth below:
(a) The Committee may authorize the grant of Employee Options and the
award of Restricted Stock 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 that may be subject to
Employee Options and stock appreciation rights granted or Restricted Stock
awarded under the Plan to any one employee during any calendar year shall
not exceed 100,000.
SECTION V. OPTION PRICE
The Option price per share of Stock underlying each Employee 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. The Option price per share of Stock underlying each Director
Option shall be 100% of the fair market value of the Stock at the time of the
granting of the Option. For purposes of the Plan, the fair market value of Stock
on any particular date shall be 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, provided, that if there are no sales of Stock on the date in
question, then such determination shall be made on the basis of sales of Stock
on the last preceding date for which such sales are reported.
SECTION VI. OPTION TERM
The expiration date of an Employee 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. The expiration date of each Director Option shall be the
date that is 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 evidencing Employee Options need not be identical
and may be amended by the Committee from time to time, subject to the provisions
of the Plan. The terms and conditions of the respective Option Agreements
evidencing Director Options shall be identical, to the extent practicable, and
may be amended by the Committee as necessary to ensure compliance with 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
(or by his or her permitted transferees as contemplated by Section VIII(d) or
X(d) hereof) and which have been owned for at least six 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
A-2
<PAGE> 3
as provided in Section V hereof. An Option Agreement evidencing an Employee
Option may provide, or may be amended to provide, for stock appreciation rights
as contemplated by Section VIII(c) hereof.
SECTION VIII. EXERCISE OF EMPLOYEE OPTIONS
(a) Each Employee 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 Employee 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 any parent or subsidiary corporation of the Company (an "Affiliate")
within the meaning of Section 424(e) and (f) of the Code 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 four 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. Following termination of an optionee's employment, his or her
Employee Options shall be exercisable during the applicable period described in
clause (ii) or (iii) of the preceding sentence to the extent such Options were
exercisable on the date of termination, except that if an optionee has completed
at least ten years of continuous service as an employee of the Company and its
Affiliates at the time of termination of the optionee's employment with the
Company or any Affiliate by reason of death, disability or retirement as
described in clause (iii), all Employee Options held by such optionee (or his or
her permitted transferees as contemplated by Section VIII(d) hereof) shall
continue to vest during the four-year period described in clause (iii), in
accordance with their terms, unless thereafter terminated in accordance with any
other provision of the Plan or the applicable Option Agreement; provided,
however, that if the optionee engages in any Competitive Activity during such
four-year period, such Employee Options shall cease vesting on the date
immediately preceding the commencement of the Competitive Activity. Transfer of
employment without interruption of service between or among the Company and its
Affiliates shall not be considered to be a termination of employment for
purposes of the Plan. The foregoing provisions of this subsection (a) and any
other provision of the Plan to the contrary notwithstanding, the otherwise
unexpired portion of any Employee 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. Nothing
in this paragraph or in any other provision of the Plan shall cause the period
during which an Employee Option may be exercised to be extended beyond the
period specified in clause (i) or in clause (ii) or (iii), as applicable, of the
first sentence of this paragraph.
For purposes of this Section VIII(a), "Competitive Activity" means (i)
engaging directly or indirectly, alone or as a shareholder, partner, director,
officer, member, manager, employee of or consultant to any other business
organization, in any business activities in North America that relate to the
manufacture, sale, marketing or distribution of cement, ready-mixed concrete,
other concrete products, asphalt, construction materials, aggregates, gypsum
wallboard or related products or any other products that may be manufactured,
sold, marketed or distributed by the Company or its Affiliates at the time of
termination of the optionee's employment (the "Designated Industry"); (ii)
soliciting or encouraging any customer of the Company or its Affiliates to
divert its business to any competitor of the Company; (iii) soliciting or
encouraging any director, officer, employee of or consultant to the Company or
its Affiliates to end his or her relationship with the Company or an Affiliate
or to commence any such relationship with any competitor of the Company; or (iv)
divulging to any person or entity other than the Company and its Affiliates any
proprietary or confidential information of the Company and its Affiliates
without the prior written permission of the Company. "Competitive Activity"
shall not include the ownership of less than five percent of the common stock of
a publicly traded corporation conducting business activities in the Designated
Industry.
(b) Each Employee 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 Employee Option. The right to
purchase shares
A-3
<PAGE> 4
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 Employee Option.
(c) If the Committee grants stock appreciation rights in connection with an
Employee Option, either at the time of grant or by amendment, such rights 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 Employee 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) Except as provided in this subsection (d), no Employee Option granted
under the Plan shall be transferable otherwise than by will or the laws of
descent and distribution and shall be exercisable, during the lifetime of the
optionee, only by the optionee. Employee Options granted hereunder may be
transferred by the optionee thereof to one or more permitted transferees;
provided that (i) there may be no consideration for such transfer (other than
interests in a family trust, partnership or limited liability company as
contemplated in clauses (ii) and (iii) of the definition of "permitted
transferees" below), (ii) the optionee (or such optionee's estate or
representative) shall remain obligated to satisfy all income or other tax
withholding obligations associated with the exercise of the Options, (iii) the
optionee shall notify the Company in writing that such transfer has occurred,
the identity and address of the permitted transferee and the relationship of the
permitted transferee and (iv) such transfer shall be effected pursuant to
transfer documents in a form approved from time to time by the Committee. To the
extent any Employee Options transferred pursuant to this Section VIII(d) are not
fully exercisable as of the date of transfer thereof, the optionee shall specify
in the transfer document whether and to what extent the transferred Options (if
less than all of the Options subject to the applicable Option Agreement) are
exercisable, subject to the limitations on exercisability contained in the
applicable Option Agreement. Furthermore, to the extent the optionee transfers
Employee Options that are not exercisable as of the date of transfer and such
Options are less than all of the Options subject to the applicable Option
Agreement, the optionee shall specify in the transfer documents, subject to the
limitations on exercisability contained in the applicable Option Agreement, when
the transferred Options become exercisable under the applicable Option Agreement
subsequent to such transfer. A permitted transferee may not further assign or
transfer the transferred Employee Options otherwise than by will or the laws of
descent and distribution. Following any permitted transfer, any such Options
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of relationship in
Section VIII(a) hereof shall continue to be applied with respect to the
optionee, following which the Employee Options shall be exercisable by the
transferee only to the extent, and for the periods specified in Section VIII(a).
The term "permitted transferees" shall mean one or more of the following: (i)
any member of the optionee's immediate family; (ii) a trust established
primarily for the benefit of one or more members of such immediate family; (iii)
a partnership or limited liability company in which such immediate family
members are the only partners or members; or (iv) any other entity that is
approved by the Committee in its discretion and that is established by the
optionee or the optionee's immediate family members for estate planning
purposes. The term "immediate family" is defined for such purpose as spouses,
children, stepchildren and grandchildren, including relationships arising from
adoption. The provisions of this subsection (d) shall also apply to any stock
appreciation rights granted in connection with Employee Options.
(e) Nothing in this Section shall operate to extend the period of exercise
of an Employee Option beyond the expiration date specified in the Option
Agreement.
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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. Nonemployee Directors
shall not be eligible to receive awards of Restricted Stock under this Plan.
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. DIRECTOR OPTIONS
In addition to the other provisions of this Plan relating to Director
Options, the following provisions shall govern the grant and exercise of
Director Options under the Plan:
(a) Director Options shall be granted to Nonemployee Directors in
accordance with the following, provided, however, that a Nonemployee
Director may decline to accept any Director Option by giving notice to such
effect to the Committee or by refusing to execute an Option Agreement
relating to the Option:
(1) a Director Option representing the right to purchase 5,000
shares of Stock shall be granted automatically to each new Nonemployee
Director on and effective as of the date on which such person is first
elected or appointed to serve as a Nonemployee Director, provided, that
if a Nonemployee Director who has received a Director Option under this
subsection (a)(1) ceases serving as a director and is subsequently
elected or appointed as a Nonemployee Director, he or she shall not
receive a second Director Option pursuant to this subsection (a)(1); and
(2) a Director Option representing the right to purchase 1,000
shares of Stock shall be granted automatically on and effective as of
the date of the first meeting of the Committee in each year, beginning
with the year 1999, to each person who is a Nonemployee Director of the
Company on such date (including persons who have previously received
Director Options under the Plan);
provided, however, that if as of the effective date of any grant of
Director Options there are not sufficient shares available under the Plan
to allow for the grant to each Nonemployee Director of a Director Option
for the number of shares provided herein, then each Nonemployee Director
shall be granted an option for a pro rata portion of the total number of
shares then available (disregarding fractional shares).
(b) Each Director Option shall vest in accordance with the following:
(1) one-fourth of the shares subject to the Director Option shall
be vested at the date of grant of the Director Option for each
continuous full year of service by the grantee on the Board of Directors
of the Company prior to such date of grant; and
(2) if the Director Option is not fully vested on the date of
grant, one-fourth of the Shares subject thereto shall vest on each
anniversary of the date of commencement of the grantee's service on the
Board of Directors of the Company until the Director Option is fully
vested, provided, however, that no portion of any Director Option shall
vest after the Nonemployee Director's service on the Board of Directors
has terminated for any reason.
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Each Director Option shall be exercisable in whole at any time and in part
from time to time to the extent such Director Option has vested in accordance
with the foregoing; provided, however, that the otherwise unexpired portion of
any Director 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 Nonemployee Director's service on the Board of Directors of the Company for
any reason other than death or retirement under the normal or early retirement
provisions of any retirement plan maintained by the Company for Nonemployee
Directors or (iii) the expiration of four years from the date of the termination
of the Nonemployee Director's service on the Board of Directors of the Company
by reason of death or retirement under the normal or early retirement provisions
of any retirement plan maintained by the Company for Nonemployee Directors.
Following termination of a Nonemployee Director's service on the Board, his or
her Director Options shall be exercisable during the applicable period described
in clause (ii) or (iii) of the preceding sentence to the extent such Options
were exercisable on the date of termination. The foregoing provisions of this
subsection (b) and any other provision of this Plan to the contrary
notwithstanding, the otherwise unexpired portion of any Director Option granted
hereunder shall expire and become null and void immediately upon termination of
the Nonemployee Director's service on the Board of Directors if such termination
occurs by reason of such Nonemployee Director's (i) fraud or intentional
misrepresentation or (ii) embezzlement, misappropriation or conversion of assets
or opportunities of the Company or any Affiliate. 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 Director Option. Nothing
in this paragraph or in any other provision of the Plan shall cause the period
during which a Director Option may be exercised to be extended beyond the period
specified in clause (i) or in clause (ii) or (iii), as applicable, of the first
sentence of this paragraph.
(c) Stock appreciation rights shall not be granted in connection with
Director Options.
(d) Except as provided in this subsection (d), no Director Option
granted under the Plan shall be transferable otherwise than by will or the
laws of descent and distribution and shall be exercisable, during the
lifetime of the optionee, only by the optionee. Director Options granted
hereunder may be transferred by the optionee thereof to one or more
permitted transferees to the same extent, and subject to the same
conditions and limitations, as specified with respect to Employee Options
in Section VIII(d) hereof (except that the references therein to Section
VIII(a) shall be deemed, for purposes of this Section X(d), to be
references to Section X(b) hereof).
(e) The aggregate number of shares of Stock that may be issued under
Director Options granted under the Plan to any one Nonemployee Director
shall not exceed the lesser of 20,000 shares or 5% of the outstanding
shares of Stock.
(f) Nothing in this Section shall operate to extend the period of
exercise of a Director Option beyond the expiration date specified in the
Option Agreement.
SECTION XI. 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
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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 that, the
application thereof does not conflict with any valid governmental statute,
regulation or rule.
SECTION XII. CONTINUANCE OF EMPLOYMENT OR BOARD MEMBERSHIP
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 or to permit any
Nonemployee Director to continue as a director of the Company.
SECTION XIII. 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
from the person legally responsible therefor, as a condition of any transfer of
cash or Stock to an employee or his or her permitted transferees under the Plan,
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 Employee 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; provided, however, that such
an Election shall not be permitted in connection with any exercise of an Option
or stock appreciation right by a transferee thereof. 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 Employee 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 or director of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934 (the "1934 Act")
and the rules and regulations promulgated thereunder, then an Election shall be
valid only if expressly approved by the Committee prior to the Tax Date.
SECTION XIV. LEGAL RESTRICTIONS
Nothing herein or in any Option Agreement shall require the Company to sell
or issue any Stock pursuant to an Option that has been transferred as
contemplated by Section VIII(d) or X(d) if such sale or issuance would, in the
opinion of counsel for the Company, constitute a violation of the Securities Act
of 1933, as amended (the "Securities Act"), or any similar or succeeding statute
or statutes, as then in effect. At the time of any grant or exercise of any
Options, or sale or issuance of Stock pursuant thereto, the Company may, as a
condition precedent to the sale or issuance of such Stock, require from the
holder of the Options (or in the event of such holder's death, his or her
representatives, legatees or distributees) such written representations, if any,
concerning his or her intentions with regard to the retention or disposition of
the Stock being acquired, and such written covenants and agreements, if any, as
to the manner of disposal of such Stock as, in the opinion of counsel to the
Company, may be necessary to ensure that any disposition by such holder (or his
or her legal representatives, legatees or distributees) will not involve a
violation of the Securities Act, or any similar or succeeding statute or
statutes, or any other applicable federal or state statute, rule or regulation,
as then in effect. Certificates for Stock, when issued, shall have appropriate
legends, or statements of other applicable restrictions, endorsed thereon, and
may or may not be immediately transferable.
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SECTION XV. 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 that 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, without the approval of the
stockholders of the Company, make any alteration or amendment that would
materially increase the benefits accruing to participants under the Plan,
increase the aggregate number of shares of Stock that may be issued pursuant to
the provisions of the Plan, or materially modify the requirements for
participation in the Plan or that is otherwise required by law or regulations to
be approved by the stockholders.
SECTION XVI. 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 present or represented and
voting on the matter 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 as of August 4, 1998 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
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 or by the Board of Directors.
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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.
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 decisions of courts of any jurisdiction other
than the United States and the State of Virginia may have upon the opinion
expressed herein.
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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
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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 4,000,000 shares of common stock for the 1998 Stock Option
Plan of Lafarge Corporation.
ARTHUR ANDERSEN LLP
Washington, D.C.,
October 15, 1998.
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