<PAGE>
As filed with the Securities and Exchange
Commission on December 7, 1995 Registration No. 33-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
LONE STAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2085454
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5501 LBJ Freeway, Suite 1200 75240
Dallas, Texas (zip code)
(Address of Principal Executive Offices)
LONE STAR TECHNOLOGIES, INC. 1985 LONG TERM INCENTIVE PLAN
(Full title of the plan)
____________
James T. Dougherty, Esq.
Senior Vice President,
General Counsel and Secretary
Lone Star Technologies, Inc.
5501 LBJ Freeway, Suite 1200
Dallas, Texas
(Name and address of agent for service)
(214) 386-3981
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering aggregate registration
be registered registered price per share (1) offering price (1) fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,200,000
$1.00 par value shares (2) $8.75 $10,500,000.00 $3,620.69
per share
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Common Stock on the National Association of Securities Dealers
Automated Quotation System on December 4, 1995, as reported in the
December 5, 1995 edition of The Wall Street Journal.
-----------------------
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to these shares are also being
registered hereunder.
================================================================================
<PAGE>
PART II
Documents Incorporated by Reference
- -----------------------------------
The contents of the Registration Statement of Lone Star Technologies, Inc.
(the "Registrant" or "LST") on Form S-8, Registration No. 33-2380, which was
adopted from Lone Star Steel Company when Registrant became the successor
issuer to that entity of Common Stock under the Plan, as such Registration
Statement was originally filed by that entity with the Securities and Exchange
Commission on or about December 31, 1985, and the contents of the amendment of
that Registration Statement under a post effective amendment filed by Registrant
with the Securities and Exchange Commission on or about May 19, 1986, when that
Registration Statement was adopted, and including the documents incorporated by
reference in both filings (the "Prior Registration Statements"), are
incorporated by reference into this Registration Statement.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Amendments to Plan
- ------------------
The Lone Star Technologies, Inc. 1985 Long Term Incentive Plan (the
"Plan"), was originally adopted in 1985 as a stock based incentive plan which,
following adoption by LST, has authorized the issuance of LST Common Stock and
certain cash payments under awards to key salaried employees of LST and its
subsidiaries for (a) stock Options designed to meet the requirements of Section
422 of the Internal Revenue Code ("incentive stock Option"), (b) stock Options
which do not meet those requirements ("nonqualified stock Options"), (c) stock
appreciation rights, either in tandem with the award of stock Options or not,
(d) restricted stock grants, (e) performance unit grants and (f) stock in
payment of incentive compensation earned under LST's bonus program. The Plan
also authorizes awards of Options to non-executive (i.e. non-employee) directors
of LST, of which currently there are six. Non-executive directors are only
eligible to receive non-qualified Options under the Plan. To date, LST has only
utilized the Plan to grant Options, even though the Plan authorizes other awards
as well.
On September 3, 1993, the Board of Directors of the Registrant adopted
amendments to the Plan which, among other things, increased from 1,500,000 to
2,700,000 the aggregate number of shares of the Registrant's Common Stock, par
value $1.00 per share ("Common Stock"), reserved for issuance under the Plan.
That amendment and the others described below were approved by the shareholders
of the Registrant on November 12, 1993.
These other Plan amendments, as material, that were given approval, are
discussed hereinbelow, and included, among others, provision for:
(1) the extension of the Plan's termination by ten years, from April 9,
1995, when the original ten year term was set to expire, to April 9,
2005;/(1)/
(2) the grant of Options for 25,000 shares of Common Stock to be made
automatically (a) to each non-executive director in office on the
first business day after the annual shareholders meeting in 1993, and
(b) each second (i.e. every other) year after 1993, a like grant of
Options every two years to each non-executive director who is in
office on the first business day after the annual shareholders'
meeting held in such a year;
/(1)/ Because of the absence of clear authority under current law to continue to
grant incentive stock Options after ten years, the extension of the Plan
for ten more years as applied to Options only extends the authority to
grant nonqualified Options.
2
<PAGE>
(3) the limitation on the total number of shares of Common Stock that can
be issued under Options granted to non-executive directors increased
from 200,000 to 750,000 shares;
(4) the continuation of a recipient's Options after a recipient changes
status from employee to non-executive director, or vice versa without
---- -----
an interruption of service; and
(5) a limitation on each Option granted to non-executive directors in 1993
and subsequently so that the Option will become exercisable at the
rate of 25% of the shares covered under the Option at the end of each
of the first four years after grant, but there will be an acceleration
of the right of exercise of those Options and all other outstanding
Options, regardless of to whom granted, and those Options will be 100%
exercisable following an accumulation of the stock of LST.
These Plan changes with respect to non-executive directors structuring
automatic Option grants was done so that the Plan would qualify under protective
provisions of the Federal securities regulations pertaining to stock
transactions involving executive officers and directors. Under the Federal
securities laws, without that protection, a director or executive officer of LST
would be subject to the forfeiture to LST of any "short-swing" profits from his
or her transactions in Common Stock of LST, which court decisions have ruled is
the difference between the purchase price and a higher sale price of the same
class of stock bought and sold within a six-month period, with the grant of an
Option by regulation treated for this purpose as a purchase of the stock
underlying the Option. With the change executive officers and directors are
protected from such forfeiture.
The amendments summarized above also limit the number of shares that may be
issued under Options to non-executive directors to 750,000, and represents an
increase over the previous 200,000 share limit authorized. It should be noted
that shares issued under an Option awarded to someone when an employee, even if
later, when the Option is exercised, that person is a non-executive director,
under the amendments, would not count against the limit of 750,000.
Further, the Plan also was amended (a) so that an employee could become or
continue as a director of LST upon leaving the employ of LST or a subsidiary, or
vice versa, as long as it occurs without an interruption of service, without
- ---- -----
having such employee's employment or such director's service considered
terminated for purposes of the Plan provisions governing when Options held by
employee or director must be exercised in the event of termination and (b) to
provide generally for the right to immediately exercise Options, notwithstanding
limits in effect on exercise, in the event of an accumulation of a substantial
amount of LST stock (i.e. 50% or more of the total voting power for the election
of directors, which currently is vested only in the outstanding Common Stock) or
the acquisition of substantially all of the assets of LST, by some party or
group that could result in a change of control of LST, so that the optionee will
not be put in jeopardy of forfeiting the Option by loss of his position as an
employee or director if LST does change control before the Option becomes fully
exercisable.
These amendments further limit the ability of the Board to change the Plan
by providing that neither the Committee of directors that is to administer the
Plan or the entire Board of Directors may (a) impair any awards already made or
(b) without the approval of stockholders of LST, except in case of limited
capital restructurings, (i) increase the number of shares of Common Stock which
may be issued under the Plan, (ii) materially modify the requirements as to
eligibility for participation in the Plan, (iii) materially increase the
benefits accruing to participants or non-executive directors under the Plan or
(iv) have the effect of providing for the grant of Options to purchase Common
Stock at less than the fair market value per share thereof on the applicable
date of grant of the Options. The provisions of the Plan applicable
3
<PAGE>
to non-executive directors which govern (a) the number of shares of Common Stock
covered by each Option award to a non-executive director of LST, (b) the
exercise price per share of Common Stock under each Option, (c) when and under
what circumstances each Option will be granted, and (d) the period within which
each Option may be exercised, shall not be amended, except in case of limited
capital restructurings, more than once every six months, other than to comport
with changes in the Internal Revenue Code or the rules promulgated thereunder,
and the Employee Retirement Income Security Act of 1974, as amended, or the
rules promulgated thereunder. Without shareholder approval, except where
required, the Plan may be changed if deemed necessary.
Exhibits
--------
In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statements, the following documents are filed as exhibits to
this Registration Statement:
4.1 Lone Star Technologies, Inc. 1985 Long Term Incentive Plan, as amended
through November 30, 1995.
4.2 Form of Nonqualified Stock Option Agreement for employees as currently
in use.
4.3 Form of Nonqualified Stock Option Agreement for non-executive
directors as currently in use.
5 Opinion of James T. Dougherty, Esq., Senior Vice President, General
Counsel and Secretary of Lone Star Technologies, Inc., regarding
1,200,000 shares of Common Stock.
23.1 Consent of independent public accountants to incorporation of reports
by reference.
23.2 Consent of counsel (included in the opinion of James T. Dougherty,
Esq. filed herewith as Exhibit 5).
24 Powers of Attorney.
Undertakings
------------
The Registrant undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement in order to include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to such information in this registration statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment filed as provided pursuant to
the foregoing paragraph 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 hereunder which remain unsold at the
termination of the offering.
4
<PAGE>
4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of its Certificate of
Incorporation and By-laws, 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 Securities Act
of 1933 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
hereunder, 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 of 1933 and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Dallas, State of Texas on December 4, 1995.
LONE STAR TECHNOLOGIES, INC.
By: /s/ John P. Harbin
------------------------
John P. Harbin,
Chairman, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The undersigned persons hereby constitute
and appoint John P. Harbin and James T. Dougherty, or either of them, as our
true and lawful attorneys-in-fact with full power to execute in our names and on
our behalf, in the capacities indicated below, any and all amendments to this
Registration Statement to be filed with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do
or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity in Which Signed Date
- ------------------------------- ------------------------------------ ------------------------------
<S> <C> <C>
/s/ John P. Harbin Chairman, President, Chief December 4, 1995
- ------------------------------- Executive Officer and Director
John P. Harbin (Principal Executive Officer)
/s/ Judith A. Murrell Vice President - Corporate Relations December 4, 1995
- ------------------------------- and Treasurer
Judith A. Murrell (Principal Accounting Officer)
Charles L. Blackburn* Director December 4, 1995
- -------------------------------
Charles L. Blackburn
Dean P. Guerin* Director December 4, 1995
- -------------------------------
Dean P. Guerin
Frederick B. Hegi, Jr.* Director December 4, 1995
- -------------------------------
Frederick B. Hegi, Jr.
William C. McCord* Director December 4, 1995
- -------------------------------
William C. McCord
James E. McCormick* Director December 4, 1995
- -------------------------------
James E. McCormick
Thomas M. Mercer, Jr.* Director December 4, 1995
- -------------------------------
Thomas M. Mercer, Jr.
*By: /s/ James T. Dougherty
---------------------------
James T. Dougherty
Attorney-in-fact
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- ----
<S> <C> <C>
4.1 Lone Star Technologies, Inc. 1985 Long Term Incentive Plan as 8-14
amended through November 30, 1995.
4.2 Form of Nonqualified Stock Option Agreement for employees 15-17
as currently in use.
4.3 Form of Nonqualified Stock Option Agreement for non-executive 18-20
directors as currently in use.
5 Opinion of James T. Dougherty, Esq., Senior Vice President, 21
General Counsel and Secretary of Lone Star Technologies, Inc.,
regarding 1,200,000 shares of Common Stock.
23.1 Consent of independent public accountants to incorporation of 22
reports by reference.
23.2 Consent of counsel (included in the opinion of James T. Dougherty, -
Esq. filed herewith as Exhibit 5).
24 Powers of Attorney. 23-28
</TABLE>
7
<PAGE>
EXHIBIT 4.1
LONE STAR TECHNOLOGIES, INC.
1985 LONG-TERM INCENTIVE PLAN
(as amended by the Board of Directors through November 30, 1995)
SECTION 1. PURPOSE. The purpose of the Lone Star Technologies, Inc. 1985 Long-
Term Incentive Plan ("Plan") is to attract and retain able and experienced
directors for Lone Star Technologies, Inc. ("Company") from outside the ranks of
the employees of the Company and its subsidiaries and to attract and retain key
salaried employees for the Company and its subsidiaries, to provide an incentive
for such directors and employees to exert maximum efforts for the Company's
success and to reward such efforts by enabling the directors and employees to
participate in such success through the ownership and performance of shares of
the Company's Common Stock ("Common Stock") and, in the case of employees, also
through monetary rewards.
SECTION 2. ADMINISTRATION. The Board of Directors of the Company ("Board of
Directors") may establish a Committee ("Committee") consisting of not less than
two nor more than ten members of the Board of Directors who are non-executive
directors (a person who is a director of the Company but not an employee of the
Company or any of its subsidiaries, is a "non-executive director" as that term
is used under the Plan), notwithstanding that non-executive directors are
eligible to participate under the Plan or have received options, to administer
the Plan and to award under the Plan to key salaried employees of the Company
and its subsidiaries options (along with options granted to non-executive
directors under the Plan, "Options"), stock appreciation rights, restricted
stock grants, and performance units grants (together with Options granted to
non-executive directors under the Plan, collectively referred to herein as
"awards", and individually as "award"). The members of the Committee shall be
appointed from time to time by and serve at the pleasure of the Board of
Directors. The Committee shall have the power where consistent with the general
purpose and intent of the Plan to adopt rules and regulations and prescribe
forms for use in connection with the Plan. The Committee shall have the
authority to interpret the Plan, and determine all questions arising under the
Plan and any agreement made pursuant to the Plan. Any interpretation, decision,
or determination made by the Committee shall be conclusive. A majority of the
Committee shall constitute a quorum and an act of the majority of the members
present at any meeting at which a quorum is present shall be the act of the
Committee. Any decision reduced to writing and signed by a majority of the
members of the Committee shall be fully as effective as if it had been made by a
majority vote at a duly held meeting. In the absence of a Committee, all
authority of the Committee under the Plan shall be vested in and exercisable by
the Board of Directors. Notwithstanding the foregoing, the Committee shall have
no power or authority under this section of the Plan to alter or modify any
explicit provisions in the Plan.
SECTION 3. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of stock
which may be issued under the Plan shall not exceed two million seven hundred
thousand (2,700,000) shares of Common Stock. Either authorized and unissued
shares or treasury shares may be delivered pursuant to the Plan. If any Option
or restricted stock grant lapses, is canceled, is forfeited or is otherwise
terminated, as to any shares, such shares shall again become available under the
Plan. If, however, any Option or portion thereof is surrendered in exchange for
shares issued pursuant to the exercise of a stock appreciation right or in
exchange for the retention of restricted stock granted in tandem with an Option,
any excess of the number of shares covered by the Option or portion thereof so
surrendered over the number of shares so issued or retained in exchange shall
not again be made available under the Plan.
SECTION 4. PARTICIPATION IN THE PLAN. The Committee shall determine from time
to time those key salaried employees (including officers and directors who are
employees) of the
8
<PAGE>
Company and its subsidiaries who are to be granted awards hereunder (such
individuals are referred to herein as "participants"). In making its
determination, the Committee may consider such factors as in its discretion it
considers appropriate. Participants may be granted more than one award.
Participation in the Plan by a participant or a non-executive director shall not
confer upon any participant or upon any non-executive director any right with
respect to continuation of such participant's employment by the Company or a
subsidiary, or seat on the Board of Directors, as the case may be, nor interfere
with the right of the Company or such subsidiary to terminate at any time
employment of any participant. An award shall not confer any rights as a
stockholder upon the holder thereof, except only as to shares actually issued
pursuant to the Plan.
SECTION 5. OPTIONS. The Committee shall determine from time to time those
participants who are to be granted Options and the number of shares to be
optioned to such participants. Any Option to participants may, in the
discretion of the Committee and subject to the limitation of this Section 5, be
either an incentive stock Option or nonqualified stock Option. An "incentive
stock Option" shall mean a stock Option meeting the requirements for an
incentive stock Option under the provisions of Section 422 (or any provision
substituted therefor) of the Internal Revenue Code of 1986, as amended (the
"Code"), at the time of grant of such Option, and notwithstanding any other
provision of the Plan, an Option intended to be an incentive stock Option must
be granted by the tenth anniversary date of the approval of the Plan by
Northwest Industries, Inc. and shall be subject to such additional or more
restrictive terms and conditions as the Committee shall determine may be
necessary to meet such requirements or deem reasonable and consistent with the
purposes of incentive stock Options. The fair market value of the shares of
Common Stock for which a participant is granted an incentive stock Option under
the Plan prior to January 1, 1987 (determined on the date such Option is
granted) shall not exceed in any calendar year the excess of (i) the sum of (a)
$100,000 and (b) the unused limit carryover of such participant to such calendar
year over (ii) the fair market value of all other shares for which the
participant was granted incentive stock Options in such calendar year (such fair
market value to be determined as of the date each such Option was granted) under
all plans of the Company or any parent or subsidiary of the Company. For
purposes of this Section 5 the unused limit carryover of a participant to any
calendar year shall be the carryover determined under the following sentence
reduced by the amount of such carryover which was used in prior calendar years,
and for this purpose Options granted to the participant in any calendar year
shall be treated as first reducing the $100,000 limitation and then as reducing
the unused limit carryovers to such year in the order of the calendar years in
which the carryover arose. The carryover shall be an amount determined for each
calendar year after 1980 equal to one-half of the excess of (x) $100,000 over
(y) the aggregate fair market value (determined as of the time the Option is
granted) of the shares for which the optionee was granted incentive stock
Options in such calendar year under all plans of the Company and any parent or
subsidiary corporation of the Company, and such carryover shall be a carryover
to each of the three succeeding calendar years. A "nonqualified stock Option"
shall mean a stock Option which is not an incentive stock Option. The Options
awarded to non-executive directors of the Company must be nonqualified stock
Options.
SECTION 6. OPTION PRICE. The per share price at which shares of Common Stock
may be purchased by a participant under an Option shall be determined by the
Committee at the time such Option is granted. The price at which shares of
Common Stock may be purchased under an Option granted to a participant shall not
be less than, and in the case of an Option granted to a non-executive director
shall be equal to, the per share fair market value of the Common Stock on the
date of grant of such Option. No shares shall be issued upon exercise of an
Option until the Company receives full payment therefor together with (a)
payment in cash equal to the amount of any state and federal taxes required to
be withheld at the time of such issuance or (b), if no such taxes are required
to be withheld at the time of such issuance, an agreement
9
<PAGE>
by the party exercising the Option to pay to the Company the amount of state or
federal taxes thereafter required to be withheld in respect of such issuance.
Payment of the Option price shall be (i) in cash, (ii) in the discretion of the
Committee by the transfer and delivery to the Company of shares of Common Stock
having a fair market value on the date of exercise of such Option at least equal
to the Option price or (iii) in the discretion of the Committee, any combination
of (i) and (ii).
SECTION 7. EXERCISE OF OPTIONS. No Option shall be exercisable until at least
one year from the date of grant of such Option, and the Committee may at the
time of granting any Option to a participant add such additional restrictions as
it shall deem advisable as to the time within which such Option or any part
thereof may become exercisable. The right of a participant or a non-executive
director to exercise in whole or in part any Option shall not be affected by any
outstanding stock Option previously granted to that person, except that each
incentive stock Option granted to a participant under the Plan prior to
January 1, 1987 (for the purposes of this Section 7 hereinafter referred to as
the "new incentive Option") shall not be exercisable while there is outstanding
any new incentive Option which was granted to such participant before the
granting of such later new incentive Option, to purchase stock in the Company
(or any parent or subsidiary of the Company or a predecessor of any such
companies). For purposes of the preceding sentence, an incentive stock Option
shall be considered to be outstanding until it (i) is exercised in full, (ii)
expires by reason of the exercise of a stock appreciation right associated with
such incentive stock Option, or (iii) lapses, whichever occurs first. In order
to exercise an Option, a participant or non-executive director shall give
written notice to the Secretary of the Company at the Company's main office in
Dallas, Texas.
SECTION 8. NON-EXECUTIVE DIRECTORS STOCK OPTIONS. Non-executive directors
shall not be eligible to participate in the Plan beyond the granting of Options;
further, not more than 750,000 shares of Common Stock may be issued under
Options awarded to non-executive directors. Because an Option awarded to an
individual before becoming a non-executive director, under Section 10(e) of the
Plan, could remain in effect under the circumstances therein described when that
individual changes status from an employee to a non-executive director, only
shares of Common Stock issued upon exercise of Options which, when granted, were
granted to individuals who were at the time non-executive directors shall be
deemed "issued under Options awarded to non-executive directors", and shares
issued to non-executive directors under Options granted when they were
participants shall not count towards the 750,000 share limitation provided in
this Section above. Outstanding Options in effect immediately prior to the
Company's annual shareholders meeting in 1993 to non-executive directors shall
remain in effect according to their terms and as the same may be amended as
contemplated under Section 18 hereof. Beginning with the year 1993, and every
second year (i.e. every other year) thereafter, on the first business day after
the Company's annual shareholders meeting each such year, each non-executive
director in office at such time shall receive automatically, by virtue of this
Plan, the award and grant of an Option for 25,000 shares of Common Stock. All
Options awarded to non-executive directors shall be nonqualified stock Options,
and each such Option granted pursuant to the terms of the foregoing sentence
shall become exercisable for up to 25% of the total number of shares of Common
Stock into which the Option may be exercised on and after the first anniversary
of the date of the award, for up to 25% more (i.e. in total 50%) of those total
shares on and after the second anniversary, for up to 25% more (i.e. in total
75%) of those total shares on and after the third anniversary and for up to 100%
of those total shares (i.e. all the shares into which the Option may be
exercised) on and after the fourth anniversary of the date of the Option award
(each such Option to the extent exercisable may be exercised in full or in part
at any time for the shares under the Option), at all times subject to the terms
of Section 10 regarding the continued right to exercise under certain
circumstances.
10
<PAGE>
SECTION 9. STOCK APPRECIATION RIGHTS. The Committee may in its discretion
grant to any participant or participants rights entitling the grantee to receive
cash or shares of Common Stock having a fair market value equal to the
appreciation in market value of a stated number of shares of Common Stock from
the date of grant to the date of exercise, or, in the case of rights granted in
tandem with or by reference to an Option granted prior to the grant of such
rights, from the date of grant of such related Option to the date of exercise.
Stock appreciation rights may be granted in tandem with or by reference to a
related Option, in which event the grantee may elect to exercise either the
Option or the rights, but not both, as to any of the same shares subject to the
Option and the rights, or the rights may be granted independently of any Option.
Rights granted in tandem with or by reference to a related Option shall be
exercisable to the extent, and only the extent, that the related Option is
exercisable and the then fair market value of the Common Stock exceeds the per
share Option price of such Option. Rights granted independently of an Option
shall be exercisable in whole or in such installments and at such times as may
be determined by the Committee. No stock appreciation right shall be
exercisable prior to the expiration of one year following the date the right is
granted. The Committee may at the time of granting any stock appreciation right
add such additional conditions and limitations to such stock appreciation right
as it shall deem advisable, including, but not limited to, the time within and
extent to which such stock appreciation right shall be exercisable and the
maximum amount of appreciation to be recognized with regard to such stock
appreciation right. Upon exercise of a stock appreciation right, the grantee
shall be paid the excess of the then fair market value of the number of shares
of Common Stock to which the right relates over the fair market value of such
number of shares at the date of grant of the right or of the related Option, as
the case may be. Such excess shall be paid in cash or in shares of Common Stock
having a fair market value equal to such excess, or in any such combination
thereof, as may be provided in the grant of such right (which may permit the
grantee to elect between cash and Common Stock or to elect a combination
thereof), or, if no such provision is made in the grant, as the Committee shall
determine upon exercise of the right. If the participant will receive Common
Stock upon the exercise of a stock appreciation right, then the Company shall be
entitled to settle its obligation, arising out of the exercise of a stock
appreciation right, to deliver any fractional shares in any manner the
Committee, in its discretion, shall deem appropriate, including but not limited
to, (a) the payment of cash in lieu of such fractional share or (b) by rounding
the number of shares to be delivered up to the next full share and requiring a
cash payment by the participant for such additional fractional share. In order
to exercise any stock appreciation right, a participant shall give written
notice to the Secretary of the Company at the Company's main office in Dallas,
Texas.
SECTION 10. TERMINATION OF OPTIONS AND STOCK APPRECIATION RIGHTS, AND CHANGE OF
STATUS.
(a) A participant's right to exercise any Option or stock appreciation right
and right of a non-executive director to exercise any Option (Options and stock
appreciation rights collectively referred to in subparts (a) through (d) only of
this section as "Option") shall terminate no later than on the earliest of the
following dates:
(1) Ten years after the date the Option is granted.
(2) Three months after the date the participant shall cease to be employed
by the Company or a subsidiary, or, if a non-executive director, the
non-executive director shall cease to be a director of the Company,
unless such cessation of employment or as a director is by reason of
the participant's or non-executive director's death or unless death
occurs within such three months.
(3) Nine months after the date of a participant's or non-executive
director's death.
11
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(b) If a participant's employment by the Company or a subsidiary or
directorship, in the case of a non-executive director, ceases for any reason
other than death without the participant or non-executive director having fully
exercised the Option, the participant or non-executive director shall be
entitled within three months (or any later period applicable under paragraph
(c)) following the date of such cessation (but not more than ten years from the
date such Option was granted) to exercise the Option to the full extent such
Option was exercisable on the date of such cessation.
(c) If a participant or non-executive director dies while employed by the
Company or a subsidiary, or while a director in the case of a non-executive
director, or within three months after cessation of such employment or
directorship, without having fully exercised his Option, such Option may be
exercised within nine months following such participant's or non-executive
director's death (but not more than ten years from the date such Option was
granted) by participant's or non-executive director's estate or by a person who
acquired the right to exercise such Option by will or the laws of descent, to
the full extent such Option was exercisable on the date of death.
(d) Absence of an employee on approved leave shall not be considered a
cessation of employment.
(e) Whenever, and each time that, a person ceases to be either an employee of
the Company or a subsidiary or a non-executive director of the Company, so long
as such person immediately changes status and becomes, without any interruption
in service, an employee of the Company or a subsidiary or a non-executive
director of the Company, as the case may be, so that the person's service
remains continuous and only the capacity as an employee or non-executive
director in which it is rendered changes, any Option theretofore granted to such
person, as to which the right of exercise has not expired by the passage of
time, shall remain in effect according to the terms of the Plan and any
agreement covering the Option, except that the Option, notwithstanding any other
terms in the Plan or in any Option agreement (other than provisions of any
incentive stock Options referred to at the end of this sentence), shall be
governed as to the termination of the right of exercise, after such a change in
status has occurred, under subparts (a) through (d) of this section in
accordance with the person's then, and when such person's continuous service
finally does end, the most recent status of such person as an employee or non-
executive director, as the case may be, subject to provisions in the agreement
relating to any Option which is an incentive stock Option limiting the ability
to exercise the Option as an incentive stock Option in such circumstances.
SECTION 11. RESTRICTED STOCK GRANTS. The Committee may in its discretion grant
to any participant or participants shares of Common Stock. Such grants may be
contingent on the grantee's continuing employment with the Company or its
subsidiaries for a period to be specified in the award, which shall not be less
than one or more than ten years from the date of award, and/or any such other
contingencies, additional terms and conditions as the Committee in its sole
discretion deems appropriate, including, but not by way of limitation,
restrictions on the sale or other disposition of such shares during the
restriction period. The Committee may in its sole discretion at the time of the
award or at any time thereafter provide for the early vesting of such award in
the event of termination of employment by retirement, death, incapacity, or
otherwise prior to the end of the restriction period. The holder of a
restricted stock award shall have the right to vote the restricted shares and to
receive dividends thereon, unless and until such share are forfeited.
SECTION 12. PERFORMANCE UNITS GRANTS. The Committee may in its discretion
grant to any participant or participants awards consisting of units which have a
monetary value which may or may not be equivalent to shares of Common Stock.
The vesting of units shall be, and
12
<PAGE>
their value may be, contingent on the achievement over a period of not less than
two (2) or more than ten (10) years of such individual, corporate, division,
subsidiary, group or other objectives as shall be established by the Committee.
Such objectives shall be established by the Committee prior to the beginning of
the performance period, but may be revised by the Committee from time to time
during the performance period, to take into account significant unforeseen
events or changes in circumstances. Except as may otherwise be determined by the
Committee at the time of the award or at any time thereafter, a performance
award shall terminate if the holder of the award does not remain continuously in
the employ of the Company and its subsidiaries at all times during the
applicable performance period. Following the end of the performance period, the
holder of a performance award shall be entitled to receive payment of an amount,
not exceeding the maximum value of the performance award established by the
Committee, based on the level of achievement of the objectives for the
performance period as determined by the Committee. Payment may be made in cash,
shares of Common Stock, or a combination thereof, as determined by the
Committee. Any payment to be made in Common Stock shall be based on the fair
market value of such stock on the payment date. Incentive compensation awards
earned under the Corporate Improvement Incentive Program of the Company as
adopted on October 9, 1990, may be paid in whole or in part in Common Stock
authorized under this Plan in accordance with the provisions of the two prior
sentences.
SECTION 13. TRANSFERABILITY. Awards hereunder are not transferable except by
will or the laws of descent. Options and stock appreciation rights may be
exercised during the lifetime of the participant or non-executive director only
by the participant or non-executive director and after the death of such person,
only as provided in Section 10.
SECTION 14. EFFECT OF CERTAIN TRANSACTIONS. If a record date for a stock
split, stock dividend, reverse stock split, combination of stock,
recapitalization, reclassification, or similar event occurs with respect to
Common Stock, or if any other change occurs in the number or kind of shares of
Common Stock which in the opinion of the Board of Directors requires such an
adjustment, the Board of Directors shall adjust in an equitable manner the terms
of each then outstanding award hereunder and the maximum number of shares as to
which awards may be granted under the Plan. If the Company is merged with or
into or consolidated with one or more corporations, each then outstanding award
shall be equitably adjusted by the Board of Directors and assumed by the
surviving corporation.
SECTION 15. ACCELERATION OF OPTIONS.
(a) Notwithstanding any provisions otherwise in the Plan or in any Option
agreements evidencing Options granted under this Plan, each outstanding Option
shall become exercisable for up to 100% of the unexercised shares under the
Option if any entity, person or Group (herein "Group" shall mean persons who act
in concert as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities
Exchange Act of 1934, as amended), other than the Company or a subsidiary of the
Company, acquires shares of the Company in a transaction, or series of
transactions, that results in such entity, person or Group directly or
indirectly owning, beneficially, fifty percent (50%) or more of the outstanding
shares of Common Stock of the Company (or, if other stock other than Common
Stock should become outstanding that also votes for directors generally like the
Common Stock, that results in such entity, person or Group directly or
indirectly owning, beneficially, shares of Common Stock and/or any such other
stock having 50% or more of the total voting power for directors generally of
all outstanding Common Stock and other such stock of the Company), or if any
such entity, person or Group acquires substantially all of the assets of the
Company.
13
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(b) In such event, no such Option shall be exercised more than 10 years after
the date of the grant thereof, or after the right of exercise has lapsed,
expired or terminated as provided in Section 10 or otherwise under the Plan.
SECTION 16. AMENDMENT AND TERMINATION OF THE PLAN. The Plan shall terminate on
the twentieth anniversary of the date of approval of the Plan by Northwest
Industries, Inc., and no award shall be granted hereunder after such
termination. Termination of the Plan shall not affect any outstanding awards.
The Committee shall have the power where consistent with the general purpose and
intent of the Plan to modify the requirements of the Plan to conform with
applicable law or to meet special circumstances not anticipated or covered in
the Plan, and the Company, by its Board of Directors, reserves the right at any
time to modify, amend, supplement, or suspend the Plan, except neither the
Committee nor the Company may (a) impair any awards already made or (b) without
the approval of the stockholders of the Company (other than of the stockholders
of stock not entitled to vote on the matter requiring approval), except as
contemplated by Section 14, (i) increase the number of shares of Common Stock
which may be issued under the Plan, (ii) materially modify the requirements as
to eligibility for participation in the Plan, (iii) materially increase the
benefits accruing to participants or non-executive directors under the Plan or
(iv) have the effect of providing for the grant of Options to purchase Common
Stock at less than the fair market value per share thereof on the applicable
date of grant of the Options. Notwithstanding any other provision of this
Section 16, the provisions of the Plan applicable to non-executive directors
which govern (A) the number of shares of Common Stock covered by each Option
award to a non-executive director of the Company, (B) the exercise price per
share of Common Stock under each such Option, (C) when and under what
circumstances each such Option will be granted and (D) the period within which
each such Option may be exercised, shall not be amended, except as contemplated
by Section 14, more than once every six months, other than to comport with
changes in the Code or the rules promulgated thereunder, and the Employee
Retirement Income Security Act of 1974, as amended, or the rules promulgated
thereunder.
SECTION 17. DELIVERY OF SHARES. Each award hereunder is further subject to the
condition that if, at any time, the Board of Directors shall in its sole
discretion determine that the listing, registration, or qualification of the
shares of Common Stock covered by such award upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the purchase or delivery of shares of Common Stock thereunder, the delivery
of all shares of Common Stock pursuant to exercise of the Option or stock
appreciation right may be withheld or may be made subject to such conditions as
the Committee may deem appropriate unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.
SECTION 18. EFFECTIVE DATE. The Plan shall become effective upon the
distribution of the Company's Common Stock to the shareholders of Northwest
Industries, Inc. All outstanding awards in effect at the time of the Company's
1993 Annual Meeting are to remain in effect and shall be deemed amended by the
amendments to the Plan approved by the common shareholders at the Company's 1993
Annual Meeting, the amendment of each outstanding award to apply to the award
prospectively for the period on and after such meeting. The Company may enter
into amendatory agreements with the persons holding outstanding awards or
evidence the agreement of the Company with the amendments by resolution
acknowledging the Company's responsibility to carry out those Plan amendments as
they may affect outstanding awards.
14
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EXHIBIT 4.2
LONE STAR TECHNOLOGIES, INC.
Nonqualified Stock Option
Granted Pursuant to the
1985 Long-Term Incentive Plan
Section 1. Date of Grant. This option is granted _______ (the "Date of
-------------
Grant") pursuant to and subject to the terms hereof and all of the terms and
conditions of the 1985 Long-Term Incentive Plan, as heretofore amended (the
"Plan"), which was originally adopted April 9, 1985 by the Board of Directors of
Lone Star Steel Company, a Texas corporation, and Northwest Industries, Inc. as
its shareholder, and was adopted on May 14, 1986 by the shareholders of LONE
STAR TECHNOLOGIES, INC. ("LST"). This Option is a nonqualified stock option as
defined in the Plan. The Option evidenced by this Agreement shall not be
treated as an Incentive Stock Option within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended.
Section 2. Option Grant. LST for valuable consideration, receipt of which
------------
is hereby acknowledged, hereby irrevocably grants to ____________ (the
"Optionee") the option to purchase a total of _______ shares of Common Stock,
$1.00 par value, of LST ("Common Stock") at the option price of ___________
($_____) per share, upon the terms and conditions hereinafter stated.
Section 3. Payment. 3.1 Payment of the option price shall be (i) in cash,
-------
(ii) by the transfer and delivery to LST of shares of Common Stock having a fair
market value on the date of exercise of this Option at least equal to the option
price, or (iii) by any combinations of (i) and (ii). The Optionee shall also pay
in cash the amount of any state and federal taxes required to be withheld at the
time of issuance of shares hereunder, or if no such taxes are required to be
withheld at the time of such issuance, shall provide an agreement to pay to LST
the amount of such taxes thereafter required to be withheld.
3.2 The Optionee may not use shares of Common Stock of LST in payment of
the option price unless such shares have been held by the Optionee for more than
one year on the date of exercise.
Section 4. Rights of Exercise. 4.1. Except as provided under Section 4.2,
------------------
this Option becomes exercisable with respect to one-fourth of the total number
of shares subject to this Option on each of the dates which are twelve, twenty-
four, thirty-six and forty-eight months, respectively, after the Date of Grant.
Any portion of the Option which becomes exercisable shall, until exercised,
continue to be exercisable during the term of this Option with respect to the
shares represented by such portion. However, this Option may not be exercised
with respect to any fractional share.
4.2. This Option shall become exercisable for all of the unexercised shares
subject to this Option if any entity, person or Group (herein "Group" shall mean
persons who act in concert as described in Sections 13(d)(3) and/or 14(d)(2) of
the Securities Exchange Act of 1934, as amended), other than LST or a subsidiary
of LST, acquires shares of stock of LST in a transaction, or series of
transactions, that results in such entity, person or Group directly or
indirectly owning, beneficially, fifty percent (50%) or more of the outstanding
shares of Common Stock of LST (or, if stock other than Common Stock becomes
outstanding that also votes for directors generally like the Common Stock, that
results in such entity, person or Group directly or indirectly owning,
beneficially, shares of Common Stock and/or shares of any such other stock
having 50% or more of the total voting power for directors generally of all
outstanding Common Stock and such other stock of LST), or if any such entity,
person or Group acquires substantially all of the assets of LST.
15
<PAGE>
4.3 In no event shall this Option be exercised after the right of exercise
has lapsed, expired or terminated as provided in Section 5, nor shall any shares
of Common Stock be disposed of until six months have elapsed after this Option
is granted that are acquired upon an earlier exercise of this Option following
the occurrence of an event described in Section 4.2.
Section 5. Termination. 5.1 This Option shall expire, after which it
-----------
shall no longer be exercisable, ten years after the Date of Grant, or at such
earlier time as is hereinafter prescribed.
5.2 If the Optionee ceases to be employed by LST or a subsidiary for any
reason other than death, without having fully exercised this Option, he shall be
entitled within three months (or any later period applicable under Section 5.3)
following the date of such cessation (but not after the time specified in
Section 5.1) to exercise this Option to the full extent this Option was
exercisable on the date of such cessation of employment. Absence on approved
leave shall not be considered a cessation of employment.
5.3 If the Optionee dies while employed by LST or a subsidiary or within
three months after cessation of such employment, without having fully exercised
this Option, this Option may be exercised within nine months following his or
her death (but not after the time specified in Section 5.1) by his or her estate
or by a person who acquired the right to exercise this Option by will or the
laws of descent, to the full extent this Option was exercisable on the date of
his or her death.
5.4 If the Optionee changes status in the manner described in Section
10(e) of the Plan, and each time that he or she does so, the provisions of
Section 10(e) of the Plan shall be in effect, and shall apply to and govern this
Option, its exercise and the termination of the right of exercise.
Section 6. Exercise Procedure. In order to exercise this Option, the
------------------
Optionee must give written notice thereof to the Secretary of LST at LST's
principal executive offices. Such notice must state the number of shares being
purchased upon exercise of this Option, be accompanied by the payment or
agreement required by Section 3.1, be accompanied by submission of this Option
for endorsement thereon of the action taken hereby, and be in all respects
satisfactory in form and substance to LST. If it is determined that any
agreement from the Optionee is appropriate in order to comply with any listings,
registration, or other legal requirement applicable to LST, the Optionee will
also be required to deliver such an agreement.
Section 7. Transferability. This Option is not transferable except by
---------------
will or the laws of descent and may be exercised during the lifetime of the
Optionee only by the Optionee and after death of the Optionee only as provided
in Section 5.3 hereof.
Section 8. Rights of Optionee. Nothing herein contained shall confer on
------------------
the Optionee any right with respect to the continuation of employment by LST or
a subsidiary or interfere with the right of LST or such subsidiary to terminate
at any time the employment of the Optionee, or, except as to shares actually
issued, confer any rights as a shareholder upon the holder hereof.
LONE STAR TECHNOLOGIES, INC.
By:_________________________
Chief Executive Officer
16
<PAGE>
ENDORSEMENTS
For use only by LST
Date Option Granted:____________
Lone Star Technologies, Inc. Number of Shares Granted:____________
Option Price per Share:____________
The foregoing option has been exercised and shares issued as follows:
Date of # of Shares
Notice Exercised Certificate # Date of Issue Signatures
- ------ --------- ------------- ------------- ----------
17
<PAGE>
EXHIBIT 4.3
LONE STAR TECHNOLOGIES, INC.
Nonqualified Stock Option
Granted Pursuant to the
1985 Long-Term Incentive Plan
Section 1. Date of Grant. This option is granted _______ (the "Date of
-------------
Grant") pursuant to and subject to the terms hereof and all of the terms and
conditions of the 1985 Long-Term Incentive Plan, as heretofore amended (the
"Plan"), which was originally adopted April 9, 1985 by the Board of Directors of
Lone Star Steel Company, a Texas corporation, and Northwest Industries, Inc. as
its shareholder, and was adopted on May 14, 1986 by the shareholders of LONE
STAR TECHNOLOGIES, INC. ("LST"). This Option is a nonqualified stock option as
defined in the Plan. The Option evidenced by this Agreement shall not be
treated as an Incentive Stock Option within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended.
Section 2. Option Grant. LST for valuable consideration, receipt of
------------
which is hereby acknowledged, hereby irrevocably grants to ____________ (the
"Optionee") the option to purchase a total of _______ shares of Common Stock,
$1.00 par value, of LST ("Common Stock") at the option price of ___________
($_____) per share, upon the terms and conditions hereinafter stated.
Section 3. Payment. 3.1 Payment of the option price shall be (i) in
-------
cash, (ii) by the transfer and delivery to LST of shares of Common Stock having
a fair market value on the date of exercise of this Option at least equal to the
option price, or (iii) by any combinations of (i) and (ii). The Optionee shall
also pay in cash the amount of any state and federal taxes required to be
withheld at the time of issuance of shares hereunder, or if no such taxes are
required to be withheld at the time of such issuance, shall provide an agreement
to pay to LST the amount of such taxes thereafter required to be withheld.
3.2 The Optionee may not use shares of Common Stock of LST in payment of
the option price unless such shares have been held by the Optionee for more than
one year on the date of exercise.
Section 4. Rights of Exercise. 4.1. Except as provided under Section
------------------
4.2, this Option becomes exercisable with respect to one-fourth of the total
number of shares subject to this Option on each of the dates which are twelve,
twenty-four, thirty-six and forty-eight months, respectively, after the Date of
Grant. Any portion of the Option which becomes exercisable shall, until
exercised, continue to be exercisable during the term of this Option with
respect to the shares represented by such portion. However, this Option may not
be exercised with respect to any fractional share.
4.2. This Option shall become exercisable for all of the unexercised shares
subject to this Option if any entity, person or Group (herein "Group" shall mean
persons who act in concert as described in Sections 13(d)(3) and/or 14(d)(2) of
the Securities Exchange Act of 1934, as amended), other than LST or a subsidiary
of LST, acquires shares of stock of LST in a transaction, or series of
transactions, that results in such entity, person or Group directly or
indirectly owning, beneficially, fifty percent (50%) or more of the outstanding
shares of Common Stock of LST (or, if stock other than Common Stock becomes
outstanding that also votes for directors generally like the Common Stock, that
results in such entity, person or Group directly or indirectly owning,
beneficially, shares of Common Stock and/or shares of any such other stock
having 50% or more of the total voting power for directors generally of all
outstanding Common Stock and such other stock of LST), or if any such entity,
person or Group acquires substantially all of the assets of LST.
18
<PAGE>
4.3 In no event shall this Option be exercised after the right of exercise
has lapsed, expired or terminated as provided in Section 5, nor shall any shares
of Common Stock be disposed of until six months have elapsed after this Option
is granted that are acquired upon an earlier exercise of this Option following
the occurrence of an event described in Section 4.2.
Section 5. Termination. 5.1 This Option shall expire, after which it
-----------
shall no longer be exercisable, ten years after the Date of Grant, or at such
earlier time as is hereinafter prescribed.
5.2 If the Optionee ceases to be employed by LST or a subsidiary for any
reason other than death, without having fully exercised this Option, he shall be
entitled within three months (or any later period applicable under Section 5.3)
following the date of such cessation (but not after the time specified in
Section 5.1) to exercise this Option to the full extent this Option was
exercisable on the date of such cessation of employment. Absence on approved
leave shall not be considered a cessation of employment.
5.3 If the Optionee dies while employed by LST or a subsidiary or within
three months after cessation of such employment, without having fully exercised
this Option, this Option may be exercised within nine months following his or
her death (but not after the time specified in Section 5.1) by his or her estate
or by a person who acquired the right to exercise this Option by will or the
laws of descent, to the full extent this Option was exercisable on the date of
his or her death.
5.4 If the Optionee changes status in the manner described in Section
10(e) of the Plan, and each time that he or she does so, the provisions of
Section 10(e) of the Plan shall be in effect, and shall apply to and govern this
Option, its exercise and the termination of the right of exercise.
Section 6. Exercise Procedure. In order to exercise this Option, the
------------------
Optionee must give written notice thereof to the Secretary of LST at LST's
principal executive offices. Such notice must state the number of shares being
purchased upon exercise of this Option, be accompanied by the payment or
agreement required by Section 3.1, be accompanied by submission of this Option
for endorsement thereon of the action taken hereby, and be in all respects
satisfactory in form and substance to LST. If it is determined that any
agreement from the Optionee is appropriate in order to comply with any listings,
registration, or other legal requirement applicable to LST, the Optionee will
also be required to deliver such an agreement.
Section 7. Transferability. This Option is not transferable except by
---------------
will or the laws of descent and may be exercised during the lifetime of the
Optionee only by the Optionee and after death of the Optionee only as provided
in Section 5.3 hereof.
Section 8. Rights of Optionee. Nothing herein contained shall confer on
------------------
the Optionee any right with respect to the continuation of employment by LST or
a subsidiary or interfere with the right of LST or such subsidiary to terminate
at any time the employment of the Optionee, or, except as to shares actually
issued, confer any rights as a shareholder upon the holder hereof.
LONE STAR TECHNOLOGIES, INC.
By:_________________________
Chief Executive Officer
19
<PAGE>
ENDORSEMENTS
For use only by LST
Date Option Granted:____________
Lone Star Technologies, Inc. Number of Shares Granted:____________
Option Price per Share:____________
The foregoing option has been exercised and shares issued as follows:
Date of # of Shares
Notice Exercised Certificate # Date of Issue Signatures
- ------ --------- ------------- ------------- ----------
20
<PAGE>
EXHIBIT 5
LONE STAR TECHNOLOGIES, INC.
November 30, 1995
Lone Star Technologies, Inc.
5501 LBJ Freeway
Suite 1200
Dallas, Texas 75240
Gentlemen:
Lone Star Technologies, Inc., a Delaware corporation (the "Company"),
proposes to file a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), in
connection with the proposed sale to the directors and employees of the Company
and employees of its subsidiaries of up to 1,200,000 shares of Common Stock, par
value $1.00 per share, of the Company (the "Common Stock") pursuant to the Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan (the "Plan").
As counsel to the Company, I have examined the corporate proceedings and
such other legal matters as I deemed relevant to the authorization and issuance
of the shares of Common Stock covered by the Registration Statement. Based on
such examination, it is my opinion that the shares of Common Stock to be sold by
the Company are legally authorized and, upon the issuance and delivery thereof
and the receipt by the Company of the purchase price therefor as provided in the
Plan, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of my name in the Registration Statement.
In giving this consent, I do not concede that I am an expert within the meaning
of the Act or the rules and regulations thereunder, or that this consent is
required by Section 7 of the Act.
Very truly yours,
/s/ James T Dougherty
---------------------
James T. Dougherty
Senior Vice President,
General Counsel and Secretary
21
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports in documents
incorporated by reference into the Registration Statement to which this consent
is an exhibit.
ARTHUR ANDERSEN LLP
December 4, 1995
22
<PAGE>
EXHIBIT 24
LONE STAR TECHNOLOGIES, INC.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Lone Star Technologies, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoint
John P. Harbin and James T. Dougherty, and each of them, the true and lawful
attorneys and agents of the undersigned, each with full power and authority
(acting alone and without the others) to execute and deliver for filing with the
Securities and Exchange Commission, in the name and on behalf of the undersigned
as such director and/or officer, a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of 1,200,000 shares
of Common Stock, $1 par value, of the Corporation issued pursuant to its Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan, which shares are to be
offered from time to time to the directors and employees of the Corporation and
employees of its subsidiaries.
The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys and agents, or any of them, may do
or cause to be done by virtue of these presents.
Dated this 8th day of November, 1995.
/s/ Charles L. Blackburn
-----------------------------
Charles L. Blackburn
23
<PAGE>
LONE STAR TECHNOLOGIES, INC.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Lone Star Technologies, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoint
John P. Harbin and James T. Dougherty, and each of them, the true and lawful
attorneys and agents of the undersigned, each with full power and authority
(acting alone and without the others) to execute and deliver for filing with the
Securities and Exchange Commission, in the name and on behalf of the undersigned
as such director and/or officer, a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of 1,200,000 shares
of Common Stock, $1 par value, of the Corporation issued pursuant to its Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan, which shares are to be
offered from time to time to the directors and employees of the Corporation and
employees of its subsidiaries.
The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys and agents, or any of them, may do
or cause to be done by virtue of these presents.
Dated this 16th day of November, 1995.
/s/ Dean P. Guerin
----------------------
Dean P. Guerin
24
<PAGE>
LONE STAR TECHNOLOGIES, INC.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Lone Star Technologies, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoint
John P. Harbin and James T. Dougherty, and each of them, the true and lawful
attorneys and agents of the undersigned, each with full power and authority
(acting alone and without the others) to execute and deliver for filing with the
Securities and Exchange Commission, in the name and on behalf of the undersigned
as such director and/or officer, a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of 1,200,000 shares
of Common Stock, $1 par value, of the Corporation issued pursuant to its Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan, which shares are to be
offered from time to time to the directors and employees of the Corporation and
employees of its subsidiaries.
The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys and agents, or any of them, may do
or cause to be done by virtue of these presents.
Dated this 14th day of November, 1995.
/s/ Frederick B. Hegi, Jr.
------------------------------
Frederick B. Hegi, Jr.
25
<PAGE>
LONE STAR TECHNOLOGIES, INC.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Lone Star Technologies, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoint
John P. Harbin and James T. Dougherty, and each of them, the true and lawful
attorneys and agents of the undersigned, each with full power and authority
(acting alone and without the others) to execute and deliver for filing with the
Securities and Exchange Commission, in the name and on behalf of the undersigned
as such director and/or officer, a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of 1,200,000 shares
of Common Stock, $1 par value, of the Corporation issued pursuant to its Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan, which shares are to be
offered from time to time to the directors and employees of the Corporation and
employees of its subsidiaries.
The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys and agents, or any of them, may do
or cause to be done by virtue of these presents.
Dated this 14th day of December, 1995.
/s/ William C. McCord
-------------------------
William C. McCord
26
<PAGE>
LONE STAR TECHNOLOGIES, INC.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Lone Star Technologies, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoint
John P. Harbin and James T. Dougherty, and each of them, the true and lawful
attorneys and agents of the undersigned, each with full power and authority
(acting alone and without the others) to execute and deliver for filing with the
Securities and Exchange Commission, in the name and on behalf of the undersigned
as such director and/or officer, a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of 1,200,000 shares
of Common Stock, $1 par value, of the Corporation issued pursuant to its Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan, which shares are to be
offered from time to time to the directors and employees of the Corporation and
employees of its subsidiaries.
The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys and agents, or any of them, may do
or cause to be done by virtue of these presents.
Dated this 4th day of December, 1995.
/s/ James E. McCormick
--------------------------
James E. McCormick
27
<PAGE>
LONE STAR TECHNOLOGIES, INC.
POWER OF ATTORNEY
The undersigned, a director and/or officer of Lone Star Technologies, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoint
John P. Harbin and James T. Dougherty, and each of them, the true and lawful
attorneys and agents of the undersigned, each with full power and authority
(acting alone and without the others) to execute and deliver for filing with the
Securities and Exchange Commission, in the name and on behalf of the undersigned
as such director and/or officer, a Registration Statement on Form S-8 for the
registration under the Securities Act of 1933, as amended, of 1,200,000 shares
of Common Stock, $1 par value, of the Corporation issued pursuant to its Lone
Star Technologies, Inc. 1985 Long Term Incentive Plan, which shares are to be
offered from time to time to the directors and employees of the Corporation and
employees of its subsidiaries.
The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises, and hereby
ratifies and confirms all that such attorneys and agents, or any of them, may do
or cause to be done by virtue of these presents.
Dated this 4th day of December, 1995.
/s/ T. M. Mercer, Jr.
-------------------------
Thomas M. Mercer, Jr.
28
