<PAGE> 1
As filed with the Securities and Exchange Commission on February 20, 1996.
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NRP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2050538
-------- ---------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5950 BERKSHIRE LANE, SUITE 1650
DALLAS, TEXAS 75225
(214) 361-9870
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
-------------------------------
NRP INC. 1992 STOCK OPTION PLAN
AND
NRP INC. 1995 STOCK OPTION PLAN
(Full title of the Plan)
-------------------------------
MICHAEL G. SANTRY COPY TO: KENNETH G. HAWARI
CHIEF EXECUTIVE OFFICER HUGHES & LUCE, L.L.P.
NRP INC. 1717 MAIN STREET, SUITE 2800
5950 BERKSHIRE LANE DALLAS, TEXAS 75201
SUITE 1650
DALLAS, TEXAS 75225
(214) 361-9870
(Name, address, and telephone number,
including area code, of agent for service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(3) OFFERING PRICE(3) FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 5,410,880(2) $0.8125 - 8.375 $18,961,340 $6,538.39
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate additional amount of
shares of Common Stock to be offered or sold pursuant to the antidilution
provisions of the NRP Inc. 1992 and 1995 Stock Option Plans of NRP Inc.
(2) Of such shares, 3,000,000 shares are being registered pursuant to the NRP
Inc. 1992 Stock Option Plan, and 2,410,880 shares are being registered
pursuant to the 1995 NRP Inc. Stock Option Plan.
(3) Calculated based on 1,140,000 option issued under the 1992 Stock Option
Plan at $1.25 per share; 2,410,880 options issued under the 1995 Stock
Option Plan at $0.8125 per share; and the remaining 1,860,000 unissued
options under the 1992 Stock Option Plan at a price calculated on the basis
of the average of the bid and asked price per share of NRP Inc., as
reported on NASDAQ on February 16, 1995, all in accordance with Rule 457(h)
promulgated under the Securities Act of 1933, as amended.
Page 1 of 26 sequentially numbered pages.
The Index to Exhibits is on page 8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by NRP Inc. (the
"Company") are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended June 30, 1995,
which contains audited financial statements of the Company for the fiscal year
ended June 30, 1995 (the "1995 Form 10-K").
(b) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since June 30, 1995.
(c) The description of the Company's common stock, par value $.01
per share (the "Common Stock"), contained in the Company's registration
statement on Form S-1, dated November 1985, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration
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Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that the Company
shall indemnify any director, officer or employee, or former director, officer
or employee, of the Company, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement to the fullest extent permitted
by Section 145 of the General Delaware Corporation Law (the "GDCL"). GDCL
Section 145 provides, among other things, that the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the Company) by reason of the fact that he is or
was a director, officer, agent or employee of the Company or who serves or
served at the Company's request as a director, officer, agent, employee,
partner or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies (a) if such person is successful on the merits or otherwise
in defense of any action, suit or proceeding, or (b) if such person acted in
good faith and in a manner he reasonably believed to be in the best interest,
or not opposed to the best interest, of the Company or corporation and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The power to indemnify applies to actions
brought by or in the right of the corporation as well, but only to the extent
of defense expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred and not to any satisfaction of a
judgment or settlement of the claim itself, and with the further limitation
that in such actions no indemnification shall be made in the event of any
adjudication of negligence or misconduct in the performance of his duties to
the Company, unless the court believes that in light of all the circumstances
indemnification should apply.
The Company's Bylaws further provide that a determination of the
minimum standard required for indemnification may be made by either (a) a
majority of the directors of the Company (whether or not a quorum) who were not
parties to the action, (b) independent legal counsel in a written opinion, or
(c) the Company's stockholders. The Company may advance expenses to the
potential indemnitee only if the Company's Board of Directors so authorizes and
if the potential indemnitee undertakes in writing to repay the expenses if it
is subsequently determined that he is
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not entitled to indemnification. The indemnification provisions contained in
the Company's Certificate of Incorporation and Bylaws are not exclusive of any
other rights to which a person may be entitled by law, agreement, vote of
stockholders or disinterested directors or otherwise.
Insofar as indemnification by the Company for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page 8 of this Registration Statement, which Index is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post- effective amendment shall be
deemed to be a new registration statement to
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the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification by the registrant for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 6, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification by the registrant against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on February
16, 1996.
NRP INC.
By: /s/ Michael G. Santry
-----------------------------------
Michael G. Santry, President, Chief
Executive Officer, Chief Financial
Officer and Director
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Michael G. Santry, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael G. Santry President, Chief Executive Officer, February 16, 1996
--------------------- Chief Financial Officer and Director
Michael G. Santry
/s/ Jerry L. Sims, Jr. Secretary, Controller and Director February 16, 1996
------------------------
Jerry L. Sims, Jr.
/s/ Patrick V. Stark Director February 16, 1996
-------------------------
Patrick V. Stark
/s/ Thomas Bijou Director February 16, 1996
-----------------------
Thomas Bijou
/s/ Mike Allred Director February 16, 1996
--------------------------
Mike Allred
/s/ J. Frank Mermoud Director February 16, 1996
------------------------
J. Frank Mermoud
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
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<S> <C> <C>
4.1 1992 NRP Inc. Stock Option Plan as amended (the "1992
Plan") 11
4.2 1995 NRP Inc. Stock Option Plan as amended (the "1995
Plan") 19
5.1 Opinion of Hughes & Luce, L.L.P. 9
23.1 Consent of Hughes & Luce, L.L.P.
(Contained in Exhibit 5.1) 9
23.2 Consent of Price Waterhouse L.L.P. 10
24.1 Power of Attorney (Contained at page 7) --
</TABLE>
Page 8
<PAGE> 1
EXHIBIT 4.1
NRP INC.
STOCK OPTION PLAN
1. PURPOSE
The purpose of the NRP Inc. 1992 Stock Option Plan (hereinafter called
the "Plan") is to advance the interests of NRP Inc. (hereinafter called the
"Company") by strengthening the ability of the Company to attract and retain
key personnel of high caliber through encouraging a sense of proprietorship by
means of stock ownership.
Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986 (the "Code"), while certain other options granted under the Plan will
constitute nonqualified options.
2. DEFINITIONS
As used in this Plan, and in any Option Agreement, as hereinafter
defined, the following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Common Stock" shall mean the Common Stock of the Company, par
value $.01 per share.
(b) "Date of Grant" shall mean the date on which a stock option is
granted pursuant to this Plan.
(c) "Disinterested Director" shall mean a director who is not,
during the one year prior to service as an administrator of the Plan, granted
or awarded an option pursuant to the Plan or any other plan of the Company or
any of its affiliates (except as may be permitted by the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules promulgated
thereunder).
(d) "Fair Market Value" shall mean the closing sale price (or
average of the quoted closing bid and asked prices if there is no closing sale
price reported) of the Common Stock on the date specified as reported by NASDAQ
or by the principal national stock exchange on which the Common Stock is then
listed. If there is no reported price information for such date, the Fair
Market Value will be determined by the reported price information for the
Common Stock on the day nearest preceding such date.
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(e) "Optionee" shall mean the person to whom an option is granted
under the Plan or who has obtained the right to exercise an option in
accordance with the provisions of the Plan.
(f) "Plan Adoption Date" means the date on which the Plan is
adopted by the Board of Directors of the Company.
(g) "Subsidiary" shall mean any now existing or hereinafter
organized or acquired corporation of which more than fifty percent (50%) of the
issued and outstanding voting stock is owned or controlled directly or
indirectly by the Company or through one or more Subsidiaries of the Company.
3. SHARES SUBJECT TO THE PLAN
The aggregate amount of Common Stock for which options may be granted
under this Plan shall not exceed 3,000,000 shares of Common Stock. Such shares
may be authorized and previously unissued shares or previously issued shares
that have been reacquired by the Company. Any shares subject to unexercised
portions of options granted under this Plan which shall have terminated, been
cancelled or expired may again be subject to options under this Plan.
4. ADMINISTRATION
(a) Notwithstanding anything to the contrary, to the extent
necessary to comply with the requirements of Rule 16b-3 under the Exchange Act
(or any successor thereto), the Plan shall be administered by the Board of
Directors, if each member is a Disinterested Director, or, at the option of the
Board of Directors, a committee of two or more Disinterested Directors
appointed by the Board of Directors of the Company (the group responsible for
administering the Plan is referred to herein as the "Committee"). Options may
be granted under this Section 4(a) only by the unanimous agreement of the
members of the Committee. Stock Option Agreements ("Option Agreements"), in the
form as approved by the Committee, and containing such terms and conditions not
inconsistent with the provisions of this Plan as shall have been determined by
the Committee, may be executed on behalf of the Company by the Chairman of the
Board, the President or any Vice President of the Company. Except with respect
to Section 4(b) of this Plan, the Committee shall have complete authority to
construe, interpret and administer the provisions of the Plan and the
provisions of the Option Agreements relating to options granted hereunder; to
prescribe, amend and rescind rules and regulations pertaining to the Plan; and
to make all other determinations necessary or deemed advisable in the
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administration of the Plan. The determinations, interpretations and
constructions made by the Committee shall be final and conclusive.
(b) Members of the Committee shall be specified by the Board of
Directors, and shall consist solely of Disinterested Directors and as such
shall not be eligible to receive options to purchase Common Stock pursuant to
Section 4(a) of the Plan.
5. ELIGIBILITY
Incentive stock options to purchase Common Stock may be granted under
Section 4(a) of the Plan to such key employees of the Company or its
Subsidiaries (including any director who is also a key employee of the Company
or one or more of its Subsidiaries) as shall be determined by the Committee.
Nonqualified stock options to purchase Common Stock may be granted under
Section 4(a) of the Plan to such key employees or directors of the Company or
its Subsidiaries as shall be determined by the Committee. The Committee shall
determine which persons are to be granted options under Section 4(a) of the
Plan, the number of options, the number of shares subject to each option, the
exercise price or prices of each option, the vesting and exercise period of
each option, whether an option may be exercised as to less than all of the
Common Stock subject thereto, and such other terms and conditions of each
option, if any, as are not inconsistent with the provisions of this Plan. In
addition, the Committee may, in its sole discretion, provide for vesting of
stock options to accelerate upon a change in control of the Company and enable
an employee to "put" the excess of the fair market value over the exercise
price of the options to the Company in the event of a change in control in
conformity with the rules and regulations promulgated under the Exchange Act.
In connection with the granting of incentive stock options, the aggregate Fair
Market Value (determined at the Date of Grant of an incentive stock option) of
the shares with respect to which incentive stock options are exercisable for
the first time by an Optionee during any calendar year (under all such plans of
the Optionee's employer corporation and its parent and subsidiary corporations
as defined in Section 424 of the Code) shall not exceed $100,000 or such other
amount as from time to time provided in Section 422(d) of the Code or any
successor provision.
6. EXERCISE PRICE
The purchase price or prices for Common Stock subject to an option
(the "Exercise Price") granted pursuant to Section 4(a) of the Plan shall be
determined by the Committee at the
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Date of Grant; provided, however, that (a) the Exercise Price for any option
shall not be less than 100% of the Fair Market Value of the Common Stock at the
Date of Grant, and (b) if the Optionee owns more than 10 percent of the total
combined voting power of all classes of stock of the Company or its parent or
any of its subsidiaries, as more fully described in Section 422(b)(6) of the
Code or any successor provision (such stockholder is referred to herein as a
"10-Percent Stockholder"), the Exercise Price for any incentive stock option
granted to such Optionee shall not be less than 110% of the Fair Market Value
of the Common Stock at the Date of Grant.
7. TERM OF STOCK OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE
No incentive stock option granted pursuant to Section 4(a) of this
Plan shall be exercisable (a) more than five years after the Date of Grant with
respect to a 10-Percent Stockholder, and (b) more than ten years after the Date
of Grant with respect to all persons other than 10-Percent Stockholders. No
nonqualified stock option granted pursuant to Section 4(a) of this Plan shall
be exercisable more than ten years after the Date of Grant. Subject to the
conditions set forth in Section 4(b) of this Plan, nonqualified stock options
granted to members of the Committee pursuant to Section 4(b) of this Plan shall
be exercisable for ten years, except that in the event of death or termination
of such member as a director of the Company or a Subsidiary, such nonqualified
stock options shall only be exercisable for one year following the date of such
member's death or termination (or if shorter, the remaining term of the
option). The Company shall not be required to issue any fractional shares upon
the exercise of any options granted under this Plan. No Optionee nor his legal
representatives, legatees or distributees, as the case may be, will be, or will
be deemed to be, a holder of any shares subject to an option unless and until
said option has been exercised and the purchase price of the shares in respect
of which the option has been exercised has been paid. An option shall not be
exercisable except by the Optionee or by a person who has obtained the
Optionee's rights under the option by will or under the laws of descent and
distribution or pursuant to a qualified domestic relations order.
8. TERMINATION OF EMPLOYMENT
The Committee shall determine at the Date of Grant what conditions
shall apply to the exercise of an option granted under Section 4(a) in the
event an Optionee shall cease to be employed by the Company or a Subsidiary for
any reason. In the event of the death of an Optionee while in the employ or
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while serving as a director of the Company or a Subsidiary, the option
theretofore granted to him shall be exercisable by the executor or
administrator of the Optionee's estate, or if the Optionee's estate is not in
administration, by the person or persons to whom the Optionee's rights shall
have passed under the Optionee's will or under the laws of descent and
distribution, within the year next succeeding the date of death or such other
period as may be specified in the Option Agreement, but in no case later than
the expiration date of such option, and then only to the extent that the
Optionee was entitled to exercise such option at the date of his death. Neither
this Plan nor any option granted hereunder is intended to confer upon any
Optionee any rights with respect to continuance of employment or other
utilization of his services by the Company or by a Subsidiary, nor to interfere
in any way with his right or that of his employer to terminate his employment
or other services at any time (subject to the terms of any applicable
contract).
9. DILUTION OR OTHER ADJUSTMENTS
Subject to the specific terms of an Option Agreement to the contrary,
in the event that there is any change in the Common Stock subject to this Plan
or subject to options granted hereunder as the result of any stock dividend on,
dividend of or stock split or stock combination of, or any like change in,
stock of the same class or in the event of any change in the capital structure
of the Company, the Board of Directors or the Committee shall make such
adjustments with respect to options, or any provisions of the Plan, as it deems
appropriate to prevent dilution or enlargement of option rights.
10. EXPIRATION AND TERMINATION OF THE PLAN
Options may be granted at any time under Section 4(a) of the Plan and
as specified under Section 4(b) of the Plan prior to December 31, 2002, as long
as the total number of shares which may be issued pursuant to options granted
under this Plan does not (except as provided in Section 9 above) exceed the
limitations of Section 3 above. This Plan may be abandoned, suspended or
terminated at any time by the Board of Directors of the Company except with
respect to any options then outstanding under the Plan.
11. RESTRICTIONS ON ISSUANCE OF SHARES
(a) The Company shall not be obligated to sell or issue any shares
upon the exercise of any option granted under this Plan unless:
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(i) the shares with respect to which such option is
being exercised have been registered under applicable federal
securities laws or are exempt from such registration;
(ii) the prior approval of such sale or issuance has been
obtained from any state regulatory body having jurisdiction; and
(iii) in the event the Common Stock has been listed on any
exchange, the shares with respect to which such option is being
exercised have been duly listed on such exchange in accordance with
the procedure specified therefor.
If the shares to be issued upon the exercise of any option granted under the
Plan are intended to be issued by the Company in reliance upon the exemptions
from the registration requirements of applicable federal securities laws, the
Optionee, if so requested by the Company, shall furnish to the Company such
evidence and representations, including an opinion of counsel, satisfactory to
it, as the Company may reasonably request.
(b) No option granted pursuant to the Plan shall be transferable
by the Optionee other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations orders as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder.
(c) Any Common Stock issued to an officer or director of the
Company pursuant to the exercise of an option granted pursuant to the Plan
shall not be transferred until at least six months have elapsed from the date
of grant of such option to the date of disposition of the Common Stock
underlying such option.
(d) The Board of Directors or Committee may impose such other
restrictions on the ownership and transfer of shares issued pursuant to this
Plan as it deems desirable; any such restrictions shall be set forth in any
Option Agreement entered into hereunder.
12. PROCEEDS
The proceeds to be received by the Company upon exercise of any option
granted under this Plan may be used for any proper purposes.
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13. AMENDMENT OF THE PLAN
The Board of Directors may amend the Plan from time to time in such
respects as it may deem advisable in its sole discretion or in order that the
options granted hereunder shall conform to any change in applicable laws,
including tax and securities laws, or in regulations or rulings of
administrative agencies or in order that options granted or stock acquired upon
exercise of such options may qualify for simplified registration under
applicable securities or other laws; provided, however, that no amendment may
be made without the consent of stockholders which would materially (a) increase
the benefits accruing to participants under the Plan, (b) increase the number
of securities which may be issued under the Plan, other than in accordance with
Section 9 hereof, or (c) modify the requirements as to eligibility for
participation in the Plan.
14. PAYMENT UPON EXERCISE
Upon the exercise of any option granted under the Plan, the Company
may make financing available to the Optionee for the purchase of the Common
Stock that may be acquired pursuant to the exercise of such option on such
terms as the Committee shall specify. An Optionee may pay the Exercise Price of
the shares of Common Stock as to which an option is being exercised by the
delivery of cash, a certified or cashier's check or by the delivery of shares
of Common Stock having a Fair Market Value on the date of exercise at least
equal to the Exercise Price.
Any option granted under the Plan may be exercised by a broker-dealer
acting on behalf of an Optionee if (a) the broker-dealer has received from the
Optionee or the Company a fully- and duly-endorsed agreement evidencing such
option, together with instructions signed by the Optionee requesting the
Company to deliver the shares of Common Stock subject to such option to the
broker-dealer on behalf of the Optionee and specifying the account into which
such shares should be deposited, (b) adequate provision has been made with
respect to the payment of any withholding taxes due upon such exercise, and (c)
the broker-dealer and the Optionee have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision.
15. STOCKHOLDERS' APPROVAL
The Plan shall be effective as of December 11, 1992, except that, with
respect to the qualification of certain options granted under this Plan as (i)
"incentive stock
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options" under the Code and (ii) as "Rule 16b-3 qualified stock options" under
the Exchange Act, such qualifications are subject to the approval of the
stockholders of the Company, and to that extent, the Plan will be submitted for
the stockholders' approval at the next annual or special meeting of the
stockholders of the Company.
16. LIABILITY OF THE COMPANY
Neither the Company, its directors, officers or employees, nor any of
the Company's Subsidiaries which are in existence or hereafter come into
existence, shall be liable to any Optionee or other person if it is determined
for any reason by the Internal Revenue Service or any court having jurisdiction
that any incentive stock options granted hereunder do not qualify for tax
treatment as incentive stock options under Section 422 of the Code.
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EXHIBIT 4.2
NRP INC.
1995 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. The purpose of the NRP Inc. 1995 Stock Option
Plan is to advance the interests of NRP Inc. by strengthening the ability of
the Company and its Subsidiaries to attract and retain key personnel of high
caliber through encouraging a sense of proprietorship by means of stock
ownership.
Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time (the "Code"), while certain other options
granted under the Plan will constitute nonqualified options.
2. DEFINITIONS. As used in this Plan, and in any Option Agreement, the
following terms shall apply:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Common Stock" shall mean the Common Stock of the Company, par
value $.01 per share. Except as otherwise provided herein, all Common Stock
issued pursuant to the Plan shall have the same rights as all other issued and
outstanding shares of Common Stock, including but not limited to voting rights,
the right to dividends, if declared and paid, and the right to pro rata
distributions of the Company's assets in the event of liquidation.
(c) "Committee" shall mean the committee described in Section 18
that administers the Plan.
(d) "Company" shall mean NRP Inc., a Delaware corporation.
(e) "Date of Grant" shall mean the date on which an Option is
granted pursuant to this Plan or, if the Committee so determines, the date
specified by the Committee as the date the award is to be effective.
(f) "Disinterested Director" shall mean a director who is not,
during the one year prior to service as an administrator of the Plan, granted
or awarded an Option pursuant to the Plan or any other plan of the Company or
any of its affiliates (except as may be permitted by Rule 16b-3).
(g) "Employee" shall mean any officer or other key employee of the
Company or one of its Subsidiaries (including any director who is also an
officer or key employee of the Company or one of its Subsidiaries).
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(i) "Fair Market Value" shall mean the closing sales price (or
average of the quoted closing bid and asked prices if there is no closing sale
price reported) of the Common Stock on the
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date specified as reported by NASDAQ or by the principal national stock
exchange on which the Common Stock is then listed. If there is no reported
price information for such date, the Fair Market Value will be determined by
the Committee, in its sole discretion. In making such determination, the
Committee may, but shall not be obligated to, commission and rely upon an
independent appraisal of the Common Stock.
(j) "Nonqualified Option" shall mean any Option that is not a
Qualified Option.
(k) "Option" shall mean a stock option granted pursuant to Section
6 of this Plan.
(l) "Optionee" shall mean any individual who receives an Option.
(m) "Plan" shall mean the NRP Inc. 1995 Stock Option Plan, as
amended from time to time.
(n) "Qualified Option" shall mean any Option that is intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the
Code.
(o) "Rule 16b-3" shall mean Rule 16b-3 of the rules and
regulations under the Exchange Act, as Rule 16b-3 may be amended from time to
time, and any successor provisions to Rule 16b-3 under the Exchange Act.
(p) "Subsidiary" shall mean any now existing or hereinafter
organized or acquired corporation of which more than fifty percent (50%) of the
issued and outstanding voting stock is owned or controlled directly or
indirectly by the Company or through one or more Subsidiaries of the Company.
3. TERM OF PLAN. The Plan was adopted by the Board to be effective as of
March 1, 1995 and, to qualify for the benefits of Rule 16b-3 and to permit the
granting of Qualified Options under the Code, will be submitted for approval by
the stockholders of the Company by the affirmative votes of the holders of a
majority of the shares of Common Stock then issued and outstanding. The Plan
shall continue in effect until terminated pursuant to Section 18(a).
4. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of Common
Stock issuable upon the exercise of Options granted under this Plan shall not
exceed 2,410,880 shares of Common Stock, subject to adjustment pursuant to
Section 17. Shares issuable upon the exercise of Options may be either
authorized and previously unissued shares or previously issued shares that have
been reacquired by the Company. The Company shall, during the term of this
Plan, reserve and keep available a number of shares of Common Stock sufficient
to satisfy the requirements of the Plan. If an Option should expire or become
unexercisable for any reason without having been exercised in full, then the
shares that were subject thereto shall, unless the Plan shall have terminated,
become immediately available for the grant of additional Options under this
Plan, subject to the limitations set forth above. In addition, for purposes of
calculating the aggregate number of shares that may be issued under this Plan,
only the net shares issued (including the shares, if any, withheld for tax
withholding requirements) shall be counted when shares of Common Stock are used
as full or partial
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payment for shares issued upon exercise of an Option. Shares tendered by an
Optionee as payment for shares issued upon such exercise shall be available for
reissuance under the Plan.
5. ELIGIBILITY. Options may be granted under Section 6 to such Employees
of the Company or its Subsidiaries as shall be determined by the Committee. In
connection with the granting of Qualified Options, the aggregate Fair Market
Value (determined at the Date of Grant of a Qualified Option) of the shares
with respect to which Qualified Options are exercisable for the first time by
an Optionee during any calendar year (under all such plans of the Optionee's
employer corporation and its parent and subsidiary corporations as defined in
Section 424(e) and (f) of the Code, or a corporation or a parent or subsidiary
corporation of such corporation issuing or assuming an Option in a transaction
to which Section 424(a) of the Code applies (collectively, such corporations
described in this sentence are hereinafter referred to as "Related Companies"))
shall not exceed $100,000 or such other amount as from time to time provided in
Section 422(d) of the Code or any successor provision. In connection with the
granting of any Options under this Plan, the appropriate number of shares of
Common Stock issuable to any single employee shall not exceed the number of
shares subject to the Plan referred to in Section 4.
6. GRANT OF OPTIONS. The Committee shall determine the number of shares
of Common Stock to be offered from time to time pursuant to Options granted
hereunder and shall grant Options under the Plan. The grant of Options shall
be evidenced by Option agreements containing such terms and provisions as are
approved by the Committee and executed on behalf of the Company by an
appropriate officer (an "Option Agreement").
7. TIME OF GRANT OF OPTIONS. The date of grant of an Option under the
Plan shall be the date on which the Committee awards the Option or, if the
Committee so determines, the date specified by the Committee as the date the
award is to be effective. Notice of the grant shall be given to each Optionee
to whom an Option is granted promptly after the date of such grant.
8. EXERCISE PRICE. The Option price for each share of Common Stock
subject to an Option (the "Exercise Price") granted pursuant to Section 6 of
the Plan shall be determined by the Committee at the Date of Grant; provided,
however, that (a) the Exercise Price for any Qualified Option shall not be less
than 100% of the Fair Market Value of the Common Stock at the Date of Grant,
and (b) if the Optionee owns more than 10% of the total combined voting power
of all classes of stock of the Company or its parent or any of its
subsidiaries, as more fully described in Section 422(b)(6) of the Code or any
successor provision (such stockholder is referred to herein as a "10-Percent
Stockholder"), the Exercise Price for any Qualified Option granted to such
Optionee shall not be less than 110% of the Fair Market Value of the Common
Stock at the Date of Grant.
9. VESTING. Subject to Section 11 of this Plan, each Option award under
the Plan shall vest in accordance with the vesting provisions set forth in the
applicable Option Agreement. The Committee may, but shall not be required to,
permit acceleration of vesting upon any sale of the Company or similar
transaction. An Option Agreement may contain such additional provisions with
respect to vesting as the Committee shall specify.
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10. EXERCISE. An Optionee may pay the Exercise Price of the shares of
Common Stock as to which an Option is being exercised by the delivery of (a)
cash, (b) a certified or cashier's check, (c) at the Committee's option,
previously owned shares of Common Stock having a Fair Market Value on the date
immediately preceding the exercise date equal to the Exercise Price or (d) at
the Committee's option, any other consideration that the Committee determines
is consistent with the Plan's purpose and applicable law.
If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, as amended, any Option granted
under the Plan may be exercised by a broker-dealer acting on behalf of an
Optionee if (a) the broker-dealer has received from the Optionee or the Company
a fully-and duly-endorsed agreement evidencing such Option, together with
instructions signed by the Optionee requesting the Company to deliver the
shares of Common Stock subject to such Option to the broker-dealer on behalf of
the Optionee and specifying the account into which such shares should be
deposited, (b) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (c) the broker-dealer and the
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220, or any successor provision.
11. WHEN QUALIFIED OPTIONS MAY BE EXERCISED. No Qualified Option shall be
exercisable at any time after the expiration of ten (10) years from the Date of
Grant; provided, however, that if the Optionee is a 10-Percent Stockholder on
the Date of Grant of such Qualified Option, then such Option shall not be
exercisable after the expiration of five (5) years from its Date of Grant.
In addition, if an Optionee of a Qualified Option ceases to be an
employee of the Company or any Related Company for any reason, such Optionee's
vested Qualified Options shall not be exercisable after (a) ninety (90) days
following the date such Optionee ceases to be an employee of the Company or any
Related Company, if such cessation of service is not due to the death or
permanent and total disability (within the meaning of Section 22(e)(3) of the
Code) of the Optionee, or (b) twelve (12) months following the date such
Optionee ceases to be an employee of the Company or any Related Company, if
such cessation of service is due to the death or permanent and total disability
(as defined above) of the Optionee. Upon the death of an Optionee, any vested
Qualified Option exercisable on the date of death may be exercised by the
Optionee's estate or, if the Optionee's estate is not in administration, by a
person who acquires the right to exercise such Qualified Option by bequest or
inheritance or by reason of the death of the Optionee, provided that such
exercise occurs within both the year after the date of death and the remaining
option term of the Qualified Option. This Section 11 only provides the outer
limits of allowable exercise dates with respect to Qualified Options; the
Committee may determine that the exercise period for a Qualified Option shall
have a shorter duration than as specified above.
12. OPTION FINANCING. Upon the exercise of any Option, the Company may,
but shall not be required to, make financing available to the Optionee for the
purchase of shares of Common Stock pursuant to such Option on such terms as the
Committee shall specify.
13. WITHHOLDING TAXES. The Committee shall make such provisions and take
such steps as it may deem necessary or appropriate for the withholding of any
taxes that the Company is required
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by any law or regulation of any governmental authority to withhold in
connection with any Option including, but not limited to, withholding the
issuance of all or any portion of the shares of Common Stock subject to such
Option until the Optionee reimburses the Company for the amount it is required
to withhold with respect to such taxes, cancelling any portion of such issuance
in an amount sufficient to reimburse the Company for the amount it is required
to withhold or taking any other action reasonably required to satisfy the
Company's withholding obligation.
14. CONDITIONS ON ISSUANCE OF SHARES.
(a) The Company shall not be obligated to sell or issue any shares
of Common Stock upon the exercise of any Option unless the issuance and
delivery of such shares shall comply with all relevant provisions of applicable
federal and state securities laws (or are exempt from such registration
requirements) and the requirements of NASDAQ or any stock exchange upon which
shares of Common Stock may then be listed.
As a condition to the exercise of any Option, the Company may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of applicable federal or state securities laws.
The Company shall not be liable for refusing to sell or issue any
shares covered by any Option if the Company cannot obtain authority from the
appropriate regulatory bodies deemed by the Company to be necessary to lawfully
sell or issue such shares. In addition, the Company shall have no obligation
to any Optionee, express or implied, to list, register or otherwise qualify the
shares of Common Stock covered by any Option.
(b) No Optionee will be, or will be deemed to be, a holder of any
Common Stock subject to an Option unless and until such Optionee has exercised
his or her Option and paid the purchase price for the subject shares of Common
Stock. Except as set forth in the applicable Option Agreement, each Option
shall be transferable only by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order, as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder.
(c) Any Common Stock issued to a person who would be deemed an
officer or director of the Company under Rule 16b-3 pursuant to the exercise of
an Option shall not be transferred until at least six months have elapsed from
the Date of Grant to the date of disposition of the Common Stock underlying
such Option.
15. RESTRICTIONS ON SHARES. Shares of Common Stock issued pursuant to the
Plan shall be subject to restrictions on transfer under applicable federal and
state securities laws. The Board or Committee may impose such additional
restrictions on the ownership and transfer of shares of Common Stock issued
pursuant to this Plan as it deems desirable; such restrictions shall be set
forth in the applicable Option Agreement.
16. MODIFICATION OF OPTIONS. At any time and from time to time, the
Committee may execute an instrument providing for modification, extension or
renewal of any outstanding Option, provided
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that no such modification, extension or renewal shall impair the Option without
the consent of the holder of the Option or conflict with the provisions of Rule
16b-3. Notwithstanding the foregoing, (a) in the event of such a modification,
substitution, extension or renewal of a Qualified Option, the Committee may
increase the Exercise Price of such Option if necessary to retain the qualified
status of such Option, and (b) the Committee may, in its discretion and without
the holder's consent, convert any Qualified Option into a Nonqualified Option.
17. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. Subject to the
specific terms of an Option Agreement to the contrary, in the event that each
of the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Company or of another corporation (whether by reason
of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares or otherwise), or in the event a stock split or stock
dividend shall have occurred, then the Company may either (a) substitute for
each share of Common Stock then subject to Options or available for Options the
number and kind of shares of stock into which each outstanding share of Common
Stock (other than shares held by dissenting stockholders) shall be so changed
or exchanged, or the number of shares of Common Stock as is equitably required
in the event of a stock split or stock dividend, together with an appropriate
adjustment of the Exercise Price or (b) cancel all such Options as of the
effective date of any merger, consolidation, recapitalization,
reclassification, split-up or combination of shares by giving written notice to
each holder thereof or his or her personal representatives of its intention to
do so and by permitting the exercise of all such Options, without regard to
determinations of periods or installments of exercisability during the thirty
(30) day period immediately preceding such effective date. The Committee may,
but shall not be required to, provide additional anti-dilution protection to an
Optionee under the terms of the Optionee's Option Agreement, or otherwise.
18. ADMINISTRATION.
(a) Notwithstanding anything to the contrary, to the extent
necessary to comply with the requirements of Rule 16b-3, the Plan shall be
administered by the Board, if each member is a Disinterested Director, or, at
the option of the Board, a committee of two or more Disinterested Directors
appointed by the Board (the group responsible for administering the Plan is
referred to herein as the "Committee"). Options may be granted under Section 6
only by majority agreement of the members of the Committee. Subject to the
limitations and qualifications set forth in this Plan, the Committee shall also
determine the number of Options to be granted, the number of shares subject to
each Option grant, the Exercise Price(s) of each Option, the vesting and
exercise period of each Option, whether an Option may be exercised as to less
than all of the Common Stock subject thereto, and such other terms and
conditions of each Option, if any, as are consistent with the provisions of
this Plan. Except with respect to Section 18(b), the Committee shall have
complete authority to construe, interpret and administer the provisions of the
Plan and the provisions of the Option Agreements; to prescribe, amend and
rescind rules and regulations pertaining to the Plan; to abandon, suspend or
terminate this Plan (subject to Section 18(d)); and to make all other
determinations necessary or deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions made by the Committee
shall be final and conclusive. No member
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of the Committee shall be liable for any action taken, or failed to be taken,
made in good faith relating to the Plan or any award thereunder, and the
members of the Committee shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the fullest extent permitted by law.
(b) Members of the Committee shall be specified by the Board, and
shall consist solely of Disinterested Directors. Disinterested Directors shall
not be eligible to receive Options to purchase Common Stock pursuant to Section
6.
(c) Notwithstanding Section 18(a), to comply with Rule 16b-3, no
amendment may be made without the approval of the stockholders of the Company
by the affirmative votes of the holders of a majority of the shares of Common
Stock then issued and outstanding, which amendment would materially (i)
increase the benefits accruing to participants under the Plan, (ii) increase
the number of securities that may be issued under the Plan, other than in
accordance with Section 17 hereof, or (iii) modify the requirements as to
eligibility for participation in the Plan.
(d) Although the Committee may abandon, suspend or terminate the
Plan at any time, all Qualified Options must be granted within ten (10) years
from the effective date of the Plan or the date the Plan is approved by the
stockholders of the Company, whichever is earlier.
19. CONTINUED EMPLOYMENT NOT PRESUMED. Neither this Plan or any document
describing it nor the grant of any Option shall give any Optionee the right to
continue in the employment of the Company or affect the right of the Company to
terminate the employment of any such person with or without cause, subject to
the terms of any applicable employment contract.
20. LIABILITY OF THE COMPANY. Neither the Company, its directors,
officers or employees, nor any Subsidiary, shall be liable to any Optionee or
other person if it is determined for any reason by the Internal Revenue Service
or any court having jurisdiction that any Qualified Option granted hereunder
does not qualify for tax treatment as an incentive stock option under Section
422 of the Code.
21. GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
22. SEVERABILITY OF PROVISIONS. If any provision of this Plan is
determined to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability shall not affect the remaining provisions of the Plan, but
such invalid, illegal or unenforceable provision shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.
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EXHIBIT 5.1
EXHIBITS 5.1 AND 23.1
[Hughes & Luce, L.L.P. Letterhead]
February 20, 1996
ATC Communications Group, Inc.
5950 Berkshire Lane, Suite 1650
Dallas, Texas 75225
Re: Registration Statement on Form S-8 for the 1992 NRP Inc. Stock
Option Plan and the 1995 NRP Inc. Stock Option Plan (the
"Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel to NRP Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, of 3,000,000 shares and 2,410,880 shares (the "Shares") of
the Company's common stock, $.01 par value per share, issuable upon the
exercise of stock options granted pursuant to the 1992 NRP Inc. Stock Option
Plan and the 1995 NRP Inc. Stock Option Plan, as amended (the "Plans"),
respectively. The Shares are being registered pursuant to a registration
statement on Form S-8 to be filed with the Securities and Exchange Commission
on or about February 20, 1996 (the "Registration Statement").
In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, we are of the opinion that the Shares will be,
if and when issued and paid for pursuant to the Plans, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for
the Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HUGHES & LUCE, L.L.P.
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EXHIBIT 23.2
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 29, 1995, appearing on page
F-3 of NRP Inc.'s Annual Report on Form 10-K for the year ended June 30, 1995.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
Dallas, Texas
February 20, 1996
