<PAGE> 1
As filed with the Securities and Exchange Commission dated August 17, 1995
Registration No. 33-
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
INSTEEL INDUSTRIES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0674867
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1373 BOGGS DRIVE, MOUNT AIRY, NORTH CAROLINA 27030
-------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
1994 DIRECTOR STOCK OPTION PLAN OF
INSTEEL INDUSTRIES, INC.
------------------------
(Full title of the plan)
HOWARD O. WOLTZ, JR., CHAIRMAN OF THE BOARD
INSTEEL INDUSTRIES, INC.
1373 BOGGS DRIVE
MOUNT AIRY, NORTH CAROLINA 27030
(910) 786-2141
---------------------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 200,000 $7.50 $1,500,000 $517.24
(No Par Value) shares
</TABLE>
------------------------------
Approximate date of commencement of proposed sale of
securities pursuant to the plan:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT
BECOMES EFFECTIVE.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended September 30, 1994, which contains, either directly or by
incorporation by reference, audited financial statements for the
Company's latest fiscal year for which such statements have been
filed.
(b) All other reports that have been filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Annual Report on Form 10-K
referred to in (a), above.
(c) The description of the Company's Common Stock (No Par
Value) is incorporated by reference to the Company's registration
statement on Form S-1 SEC File No. 33-4929).
All reports and other documents subsequently filed by the
Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment, which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and documents.
The Company will provide, without charge, upon request of an
optionee, a copy of the information incorporated by reference herein. Requests
should be addressed to Mr. Gary D. Kniskern, Secretary, Insteel Industries,
Inc., 1373 Boggs Drive, Mount Airy, North Carolina 27030; telephone (910)
786-2141.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the General Statutes of
North Carolina prescribe the conditions under which indemnification may be
obtained by a present or former director or officer who incurs expenses or
liability as a consequence of a legal proceeding arising out of his activities
as a director or officer.
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<PAGE> 3
Mandatory Statutory Indemnification. Under the statutes, a
North Carolina corporation must indemnify a director or officer who is wholly
successful on the merits or otherwise in defending a proceeding in which he was
involved by virtue of his being a director or officer of the corporation. This
mandatory indemnification covers reasonable expenses and attorneys' fees.
Permissive Statutory Indemnification. A North Carolina
corporation may, but is not required by statute to, indemnify its directors and
officers who conduct themselves in good faith and meet a reasonable belief test
regarding the challenged conduct. If he was acting in his official capacity,
the director or officer must have believed the challenged conduct was in the
corporation's best interest; if he was acting otherwise, he must meet the test
that he reasonably believed his conduct was not opposed to the corporation's
best interest. Notwithstanding those tests, however, statutory indemnification
is prohibited where the individual is held liable to the corporation or where
he is held liable on the basis of an improperly received personal benefit.
Court-Ordered Indemnification. A director or officer may
enforce his or her right to mandatory indemnification and, if the court
determines the individual to be entitled to the mandatory indemnification, the
court must also order the corporation to pay the reasonable expenses incurred
to enforce the right, including counsel fees. The statutes authorize the court
to provide indemnification in any case regardless of whether the individual has
met the tests applicable to permissive statutory indemnification upon a finding
that the individual "is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances." [G.S. 55-8-54(2)] This relief is
limited to reasonable expenses when there is liability to the corporation by
the individual.
Voluntary Indemnification. Notwithstanding the limits on
statutory indemnification, a North Carolina corporation may voluntarily agree
to indemnify its directors and officers by provisions in the articles of
incorporation, the bylaws, a contract or a resolution of the Board of Directors
against any liability, subject to the limitation that an individual cannot be
indemnified on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. A North Carolina corporation may, also, obtain insurance to
protect its directors and officers from personal liability.
Exculpation of Directors from Liability. The articles of
incorporation of a North Carolina corporation may exonerate directors (but not
officers) from monetary liability for acts performed by them in their official
capacity as directors. This exculpation may not include conduct that the
director knew or believed was clearly in conflict with the best interests of
the corporation, liability for unlawful distributions, transactions from which
he derived an improper personal benefit or acts undertaken prior to the
effective date of the adoption of the exculpation provision.
The Company's bylaws contain broad indemnification provisions
covering both directors and officers of the Company. The Company's articles of
incorporation contain the provision eliminating monetary liability of directors
to the extent permitted by law. The Company has purchased insurance providing
for indemnification of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
There are filed as a part of this registration statement the
following exhibits:
NUMBER DESCRIPTION
------ -----------
4 Instruments Defining Rights of Security Holders: Copy
of 1994 Director Stock Option Plan of Insteel
Industries, Inc.
5 Opinion Re Legality: Opinion of Womble Carlyle
Sandridge & Rice, PLLC.
23(a) Consents of Experts and Counsel: The consent of
Deloitte & Touche LLP, independent accountants of the
Company.
23(b) Consents of Experts and Counsel: The consent of
Womble Carlyle Sandridge & Rice, PLLC, is included in
their opinion filed as Exhibit 5.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
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.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
II-3
<PAGE> 5
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a- 3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
(h) 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.
II-4
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mount Airy, State of
North Carolina, on this 15th day of August, 1995.
INSTEEL INDUSTRIES, INC.
By: H. O. WOLTZ III
---------------------
H. O. Woltz III
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer
HOWARD O. WOLTZ III Chief Executive August 15, 1995
------------------------- Officer
Howard O. Woltz III
(ii) Principal Financial and
Accounting Officer
MICHAEL C. GAZMARIAN Chief Financial Officer August 15, 1995
---------------------- and Treasurer
Michael C. Gazmarian
(iii) A Majority of the Board of Directors
HOWARD O. WOLTZ, JR. August 15, 1995
------------------------
Howard O. Woltz, Jr.
H. O. WOLTZ III August 15, 1995
--------------------------------
H. O. Woltz III
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE DATE
--------- ----
<S> <C>
THOMAS J. CUMBY August 15, 1995
----------------------------
Thomas J. Cumby
LOUIS E. HANNEN August 15, 1995
-----------------------------
Louis E. Hannen
FRANCES H. JOHNSON August 15, 1995
--------------------------
Frances H. Johnson
CHARLES B. NEWSOME August 15, 1995
-------------------------
Charles B. Newsome
JOSEPH D. NOELL, III August 15, 1995
------------------------------
Joseph D. Noell, III
W. ALLEN ROGERS, II August 15, 1995
----------------------------
W. Allen Rogers, II
C. RICHARD VAUGHAN August 15, 1995
------------------------
C. Richard Vaughan
JOHN E. WOLTZ August 15, 1995
------------------------------
John E. Woltz
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
INSTEEL INDUSTRIES, INC.
EXHIBIT NO. DESCRIPTION
----------- -----------
4 Instruments Defining Rights of Security Holders:
Copy of 1994 Director Stock Option Plan of Insteel
Industries, Inc.
5 Opinion Re Legality: Opinion of Womble Carlyle
Sandridge & Rice, PLLC.
23(a) Consents of Experts and Counsel: The consent of
Deloitte & Touche LLP, independent accountants of the
Company.
23(b) Consents of Experts and Counsel: The consent of
Womble Carlyle Sandridge & Rice, PLLC, is included in
their opinion filed as Exhibit 5.
<PAGE> 1
EXHIBIT 4
1994 DIRECTOR STOCK OPTION PLAN
OF
INSTEEL INDUSTRIES, INC.
<PAGE> 2
1994 DIRECTOR STOCK OPTION PLAN OF
INSTEEL INDUSTRIES, INC.
1. Purpose.
The purpose of the 1994 Director Stock Option Plan of Insteel
Industries, Inc. (the "Plan") is to encourage and enable nonemployee members
of the Board of Directors (the "Board") of Insteel Industries, Inc. (the
"Corporation"), to acquire or to increase their holdings of common stock of the
Corporation (the "Common Stock") in order to promote a closer identification of
their interests with those of the Corporation and its shareholders, thereby
further stimulating their efforts to enhance the efficiency, soundness,
profitability, growth and shareholder value of the Corporation. This purpose
will be carried out through the granting of nonqualified stock options
(individually, an "Option," and collectively, "Options") to nonemployee
Directors. For the purposes herein, a "nonemployee Director" shall mean a
Director who is not at the time an option is granted an employee of the
Corporation or a related corporation.
2. Administration of the Plan.
(a) The Plan shall be administered by a committee
comprised of employee Directors appointed by the Board of Directors
(the "Committee"). The Committee shall be comprised of no fewer than
the minimum number of persons as may be required by Rule 16b-3.
(b) Any action of the Committee may be taken by a written
instrument signed by all of the members of the Committee and any
action so taken by written consent shall be as fully effective as if
it had been taken by a majority of the members at a meeting duly held
and called. Subject to the provisions of the Plan, the Committee
shall have full and final authority, in its discretion, to establish,
amend and rescind rules and regulations for the administration of the
Plan; to construe and interpret the Plan, the rules and regulations,
and the agreements evidencing Options granted under the Plan; and to
make all other determinations deemed necessary or advisable for
administering the Plan.
(c) Notwithstanding Paragraph 2(b), to the extent
necessary to comply with Rule 16b-3, provisions in the Plan relating
to the selection of recipients of Options and the amount, price and
timing of Options shall not be subject to the discretion of the
Committee or any other person.
3. Effective Date; Term of the Plan.
The effective date of the Plan shall be September 23, 1994.
Options may be granted under the Plan on or after the effective date, but not
after September 22, 2004.
4. Shares of Common Stock Subject to the Plan.
The number of shares of Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate 200,000 shares of
authorized but unissued Common Stock. The Corporation hereby reserves
sufficient authorized shares to provide for the exercise of such Options. Any
shares subject to an Option which, for any reason, expires or is terminated
unexercised as to such shares may again be subjected to an Option granted under
the Plan. If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or a related
corporation, or if the Board declares a stock dividend or stock split
distributable in shares of Common Stock, or if there is a change in the capital
<PAGE> 3
structure of the Corporation or a related corporation affecting the Common
Stock, the number of shares of Common Stock reserved for issuance under the
Plan shall be correspondingly adjusted, and the Committee shall make such
adjustments to Options or to any provisions of this Plan as the Committee deems
equitable to prevent dilution or enlargement of Options.
5. Eligibility.
An Option may be granted only to an individual who is a
nonemployee Director on the date the Option is granted.
6. Grant of Option.
Following the close of business of the Corporation on the date
of the annual meeting of shareholders of the Corporation held each year during
the term of the Plan, commencing with the 1995 annual meeting, each nonemployee
Director who is eligible to receive an Option under the Plan (an "Optionee")
shall be granted the Option to purchase 2,000 shares of Common Stock.
7. Option Price.
The price per share of Common Stock at which an Option may be
exercised (the "Option Price") shall be the fair market value per share of the
Common Stock on the date the Option is granted. For this purpose, the fair
market value of the Common Stock shall be determined in good faith by the
Committee, and shall mean (i) the price per share of the last sale of such
shares on the New York Stock Exchange as reported in The Wall Street Journal
for the date the Option is granted or, if there are no shares traded on the
date of grant, the last trading day prior to the date of grant; or (ii) if the
Common Stock is not listed and traded on the New York Stock Exchange or another
recognized securities exchange, but is traded on the over the counter market,
then the fair market value shall be the closing sales price of such Common
Stock as reported in the NASDAQ National Market System on the date the Option
is granted, or, if the Option is not granted on a trading date, then on the
trading date nearest preceding the date the Option is granted for which closing
sales price information is available on the NASDAQ National Market System; or
(iii) if the Common Stock ceases to be traded on the open market, then in
accordance with the applicable provisions of Section 20.2031-2 of the Federal
Estate Tax Regulations, or in any other manner consistent with the Internal
Revenue Code of 1986, as amended (the "Code") and accompanying regulations.
8. Option Period and Limitations on the Right to Exercise Options.
(a) The period during which an Option may be exercised
(the "Option Period") shall be ten years from the date of grant. An
Option may be exercised in whole or in part at any time or from time
to time during the Option Period. Any Option or portion thereof not
exercised before the expiration of the Option Period shall terminate.
Except as provided in Paragraph 9, no Option shall be exercised unless
the Optionee is, at the time of exercise, a nonemployee Director and
has been a Director continuously since the date the Option was
granted. Any Option held by an Optionee who does not remain a
Director for reasons other than the death, disability or retirement of
the Optionee shall terminate.
(b) An Option may be exercised by giving written notice
to the Committee or its
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<PAGE> 4
designee at such time and place as the Committee shall direct. Such
notice shall specify the number of shares to be purchased pursuant to
an Option and the aggregate purchase price to be paid therefor, and
shall be accompanied by the payment of such purchase price. Such
payment shall be in the form of (i) cash or shares of Common Stock
owned by the Optionee at the time of exercise, or in any combination
of cash and shares; (ii) funds borrowed from the Corporation; (iii)
delivery of written notice of exercise to the Committee and delivery
to a broker of written notice of exercise and irrevocable instructions
to promptly deliver to the Corporation the amount of sale or loan
proceeds to pay the Option Price; or (iv) a combination of such
methods. Shares tendered in payment on the exercise of an Option
shall be valued at their fair market value on the date of exercise,
which shall be determined in good faith by the Committee and shall be
(i) the price per share of the last sale of such shares on the New
York Stock Exchange as reported in The Wall Street Journal for the
last trading day nearest preceding the date on which the option is
exercised; or (ii) if the Common Stock is not listed and traded on the
New York Stock Exchange or another recognized securities exchange but
is traded in the over the counter market, then the fair market value
shall be the closing sales price of such Common Stock as reported in
the NASDAQ National Market System on the last trading day nearest
preceding the date of exercise; or (iii) if the shares of the Company
cease to be traded on the open market, then in accordance with the
applicable provisions of Section 20.2031-2 of the Federal Estate Tax
Regulations, or in any other manner consistent with the Code and
accompanying regulations. The closing with respect to the exercise of
an Option shall occur on the date specified in the notice of exercise,
and shall take place at the principal place of business of the
Corporation, or such other place as the Committee and the Optionee
shall agree. Notwithstanding the foregoing, the closing may be
delayed for such time period as is necessary to enable the Corporation
to comply with any federal and state securities laws applicable to the
exercise of the Options granted hereby.
(c) An Optionee or his legal representative, legatees or
distributees shall not be deemed to be the holder of any shares
subject to an Option unless and until certificates for such shares are
issued to him or them under the Plan.
9. Death, Disability or Retirement of the Optionee
(a) If an Optionee dies while a Director or following the
disability or retirement of the Director as described below, and if,
when that death occurs, all or part of the Optionee's Option is
outstanding, any portion of the Option which could have been exercised
immediately before the Optionee's death shall be exercisable at any
time within one year after the Optionee's death by the executor or
administrator of the Optionee's estate, or by such person or persons
as may acquire all or part of such Option by will or by the laws of
intestate succession; provided, that no Option may be exercised after
the close of the Option Period.
(b) If an Optionee becomes disabled as a Director, any
portion of the Option which could have been exercised immediately
before the commencement of the disability may be exercised at any time
during the Option Period. For the purposes herein, "disability" shall
mean a determination that the individual is unable to perform his
regular duties as a Director by reason of any medically determinable
physical or mental impairment which can be expected to result in death
or to be of continuous duration. The Committee shall determine
whether a Director is disabled.
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<PAGE> 5
(c) If an Optionee retires as a Director in accordance
with the policies of the Company then in effect relating to the
retirement of Directors, any portion of the Option which could have
been exercised immediately before the retirement of the Director may
be exercised at any time during the Option Period.
10. Nontransferability of Options.
Except to the extent, if any, as may be permitted by the Code,
Rule 16b-3 under the Securities Exchange Act of 1934 (the "Act"), or any
successor statutes or rule:
(a) An Option shall not be transferable other than by
will, the laws of intestate succession or pursuant to a qualified
domestic relations order (as defined by the Code, or Title I of the
Employee Retirement Income Security Act ("ERISA"), or the rules
thereunder). An Option shall be exercisable during the Optionee's
lifetime only by him or by his guardian or legal representative.
(b) Shares of Common Stock acquired upon exercise of an
Option shall not be disposed of by the Optionee until the expiration
of six months after the date the Option was granted.
11. Certain Definitions.
For purposes of the Plan, the following terms shall have the
meaning indicated:
(a) "Related corporation" means any parent, subsidiary or
predecessor of the Corporation.
(b) "Parent" or "parent corporation" shall mean any
corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation if, at the time as of which a
determination is being made, each corporation other than the
Corporation owns stock possessing fifty percent or more of the total
combined voting power of all classes of stock in another corporation
in the chain.
(c) "Subsidiary" or "subsidiary corporation" means any
corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if, at the time as of
which a determination is being made, each corporation other than the
last corporation in the unbroken chain owns stock possessing fifty
percent or more of the total combined voting power of all classes of
stock in another corporation in the chain.
(d) "Predecessor" or "predecessor corporation" means a
corporation which was a party to a transaction described in Section
424(a) of the Code (or which would be so described if a substitution
or assumption under that section had occurred) with the Corporation,
or a corporation which is a parent or subsidiary of the Corporation,
or a predecessor of any such corporation.
12. Stock Option Agreement.
The grant of any Option under the Plan shall be evidenced by
the execution of an agreement
- 4 -
<PAGE> 6
(the "Agreement") between the Corporation and the Optionee, a specimen of which
is attached to the Plan and made a part hereof by reference. Each such
Agreement shall set forth the date of grant of the Option, the Option Price and
the Option Period.
13. Restrictions on Shares.
The Committee may impose such restrictions on any shares
issued pursuant to the exercise of Options granted hereunder as it may deem
advisable, including without limitation restrictions under the Securities Act
of 1933, as amended, under the requirements of the New York Stock Exchange and
under any Blue Sky or securities laws applicable to such shares. The Committee
may cause a restrictive legend to be placed on any certificate issued pursuant
to the exercise of an Option granted hereunder in such form as may be
prescribed from time to time by applicable laws and regulations or as may be
advised by legal counsel.
14. Amendment or Termination.
The Plan may be amended or terminated by action of the Board;
provided, that such amendment or termination shall not, without the consent of
the Optionee, adversely affect the rights of the Optionee with respect to an
Option previously granted; and provided further, that shareholder approval
shall be required for any amendments which require such approval in order to
secure an exemption from Section 16(b) of the Act. Notwithstanding the
foregoing, the provisions contained in the Plan setting forth the amount of
shares for which Options may be granted, the timing of grants and the method
for determining the Option Price may not be amended more frequently than once
every six months, other than to comport with changes in the Code, ERISA or the
rules thereunder. The term of the Plan shall end on the earlier of: (i) the
effective date of termination of the Plan by the Board, or (ii) that date
Options have been granted to purchase the last of the aggregate shares which
are available for Options hereunder. Any Options outstanding at the end of the
term shall continue to be outstanding and exercisable for the remainder of the
Option Period.
15. Predecessor Plan.
As of the effective date of the Plan, no further options shall
be granted under the 1990 Director Stock Option Plan of Insteel Industries,
Inc., as amended (the "Predecessor Plan"). The Predecessor Plan shall continue
in effect and shall be applicable with respect to all options granted prior to
the effective date under the Predecessor Plan.
16. Section 16(b) Compliance.
It is the intention of the Corporation that the Plan shall
comply in all respects with Rule 16b-3 under the Act, and, if any Plan
provision is later found not to be in compliance with Section 16 of the Act,
the provision shall be deemed null and void, and in all events the Plan shall
be construed in favor of it meeting the requirements of Rule 16b-3 or successor
rules applicable to the Plan.
17. Applicable Law.
Except as otherwise provided herein, the Plan shall be
construed and enforced according to the laws of the State of North Carolina.
- 5 -
<PAGE> 7
IN WITNESS WHEREOF, this 1994 Director Stock Option Plan of
Insteel Industries, Inc. has been executed in behalf of the Corporation as of
the 15th day of August, 1995.
INSTEEL INDUSTRIES, INC.
By: H. O. WOLTZ, III
--------------------------------
H. O. Woltz, III, President
Attest:
GARY D. KNISKERN
----------------------------------
Gary D. Kniskern, Secretary
[Corporate Seal]
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<PAGE> 8
1994 DIRECTOR STOCK OPTION AGREEMENT
OF
INSTEEL INDUSTRIES, INC.
THIS AGREEMENT, made the ____ day of ____________, 199__,
between INSTEEL INDUSTRIES, INC., a North Carolina corporation (the
"Corporation"), and ______________ (the "Optionee");
R E C I T A L S :
In furtherance of the purposes of the 1994 Director Stock
Option Plan of Insteel Industries, Inc. (the "Plan"), the Corporation and the
Optionee hereby agree as follows:
1. The rights and duties of the Corporation and the
Optionee under this Agreement shall in all respects be subject to and governed
by the provisions of the Plan, a copy of which is attached to this Agreement
and the terms of which are incorporated herein by reference.
2. The Corporation hereby grants to the Optionee
pursuant to the Plan, as a matter of separate inducement and agreement in
connection with his services to the Corporation or a related corporation, the
right and option (the "Option") to purchase all or any part of an aggregate of
_____________ (____) shares of the Common Stock of the Corporation (the
"shares"), at the purchase price of $_________ per share. The Option will
expire if not exercised in full on or before the _____ day of
_____________________, _____.
3. The period during which the Option may be exercised
shall be ten years from the date hereof. To the extent that an Option which is
exercisable is not exercised, such Option shall accumulate and be exercisable
by the Optionee in whole or in part at any time prior to expiration of the
Option. Upon the exercise of an Option in whole or in part, the Optionee shall
pay the purchase price to the Corporation in accordance with the provisions of
Paragraph 8 of the Plan, and the Corporation shall as soon thereafter as
practicable deliver to the Optionee a certificate or certificates for the
shares purchased.
4. Nothing contained in this Agreement or the Plan shall
require the Corporation to continue the services of the Optionee as a Director
for any particular period of time, nor shall it require the Optionee to remain
in service to the Corporation as a Director for any particular period of time.
Except as otherwise expressly provided in the Plan, all rights of the Optionee
under the Plan with respect to the unexercised portion of his Option shall
terminate immediately upon termination of the services of the Optionee with the
Corporation as a Director.
5. This Option shall not be transferable (including by
pledge or hypothecation) other than by will, the laws of intestate succession
or pursuant to a qualified domestic relations order (as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder). This Option shall be exercisable
during the Optionee's lifetime only by the Optionee or by his guardian or legal
representative.
6. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective executors,
administrators, next-of-kin, successors and assigns.
<PAGE> 9
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, this Agreement has been executed in behalf
of the Corporation and by the Optionee on the day and year first above written.
INSTEEL INDUSTRIES, INC.
By: H. O. WOLTZ, III
------------------------------------
H. O. Woltz, III, President
Attest:
GARY D. KNISKERN
-------------------------
Gary D. Kniskern, Secretary
[Corporate Seal]
OPTIONEE
___________________________
Printed Name:______________
- 2 -
<PAGE> 1
EXHIBIT 5
WOMBLE CARLYLE SANDRIDGE & RICE
A PROFESSIONAL LIMITED LIABILITY COMPANY
1600 BB&T FINANCIAL CENTER
200 WEST SECOND STREET
WINSTON-SALEM, NORTH CAROLINA 27101
MAILING ADDRESS
POST OFFICE DRAWER 84 OTHER OFFICES:
WINSTON-SALEM, NORTH CAROLINA 27102 -------------
TELEPHONE (910) 721-3600 ATLANTA, GA
ZEB E. BARNHARDT, JR. FACSIMILE (910) 721-3660 CHARLOTTE, NC
(910) 721-3505 RALEIGH, NC
August 15, 1995
Insteel Industries, Inc.
1373 Boggs Drive
Mount Airy, North Carolina 27030
Re: Insteel Industries, Inc.
1994 Director Stock Option Plan
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are familiar with the proceedings taken by Insteel
Industries, Inc. (the "Company"), relating to 200,000 shares of the Company's
Common Stock (No Par Value) (the "Shares") that may be offered pursuant to the
1994 Employee Stock Option Plan of Insteel Industries, Inc. (the "Plan"),
currently being registered by the Company. As counsel for the Company, we have
assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission relating to the Plan and the Shares.
We have examined and are familiar with the records relating to
the organization of the Company, including its articles of incorporation,
bylaws, and all amendments thereto, and the records of all proceedings taken by
the Board of Directors and shareholders of the Company pertinent to the
rendering of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly established and validly existing
under and by virtue of the laws of the State of North Carolina; and
2. The Shares, when issued upon the due exercise of
options granted under the Plan as stated in the Registration
Statement, will be legally issued, fully paid and nonassessable
securities of the Company.
- 3 -
<PAGE> 2
Insteel Industries, Inc.
August 15, 1995
Page 2
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE,
a Professional Limited Liability Company
By: ZEB E BARNHARDT, JR.
-----------------------
Zeb E. Barnhardt, Jr.,
Member
ZEB/fc
<PAGE> 1
EXHIBIT 23(a)
DELOITTE &
TOUCHE LLP
----------- ----------------------------------------------------
[LOGO] 1100 Carillion Telephone:(704)372-3560
227 West Trade Street
Charlotte, North Carolina 28202-1675
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Insteel Industries, Inc. On Form S-8 of our reports dated October 28, 1994,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Insteel Industries, Inc. for the year ended September 30, 1994.
DELOITTE & TOUCHE, LLP
----------------------
Deloitte & Touche, LLP
Charlotte, North Carolina
August 15, 1995
---------------
DELIOTTE TOUCHE
TOHMATSU
INTERNATIONAL
---------------
