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As filed with the Securities and Exchange Commission on March 14, 1997
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GUNDLE/SLT ENVIRONMENTAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2731074
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073
(281) 443-8564
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
GUNDLE/SLT ENVIRONMENTAL, INC.
1996 NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of Plan)
ROGER J. KLATT
GUNDLE/SLT ENVIRONMENTAL, INC.
19103 GUNDLE ROAD
HOUSTON, TEXAS 77073-2370
(281) 443-8564
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
KATHY L. TEDORE
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002
(713) 226-0600
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED
MAXIMUM PROPOSED AMOUNT OF
AMOUNT TO OFFERING MAXIMUM AGGREGATE REGISTRATION
TITLE OF BE REGISTERED(1) PRICE PER OFFERING PRICE(2) FEE
SECURITIES TO BE REGISTERED SHARE(2)
- ---------------------------------------- ----------------- ------------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 100,000 $7.25 $725,000 $220
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-
dilution provisions of the Gundle/SLT Environmental, Inc. 1996
Nonqualified Stock Option Plan for Non-Employee Directors (the "Plan").
(2) Pursuant to Rule 457(c), the registration fee is calculated on the
basis of the average of the high and low price per share of Common
Stock, as quoted on the New York Stock Exchange on March 11, 1997.
Pursuant to Rule 457(h), the registration fee is calculated with
respect to the maximum number of the registrant's securities issuable
under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Gundle/SLT Environmental, Inc., a Delaware corporation (the
"Company"), hereby incorporates by reference into this registration statement
(the "Registration Statement") the contents of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, as filed with the Securities and
Exchange Commission (the "Commission").
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. The Company
will provide, without charge, each participant in the Company's 1996
Nonqualified Stock Option Plan for Non-Employee Directors (the "Plan"), on
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company has authorized 30,000,000 shares of common stock, $.01 par
value ("Common Stock"). Each share of Common Stock has one vote on all matters
presented to the stockholders. Since the Common Stock does not have cumulative
voting rights, the holders of more than 50% of the shares may, if they choose to
do so, elect all of the directors and, in that event, the holders of the
remaining shares will not be able to elect any directors. Subject to the rights
and preferences of any preferred stock, $1.00 par value ("Preferred Stock"),
which may be designated and issued, the holders of Common Stock are entitled to
dividends when and as declared by the board of directors and are entitled on
liquidation to all assets remaining after payment of liabilities. The Company is
authorized to issue 1,000,000 shares of Preferred Stock, none of which is
currently outstanding. The Common Stock has no preemptive or other subscription
rights. There are no conversion rights or sinking fund provisions with respect
to the Common Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to 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, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was
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brought. In any other type of proceeding, the indemnification may extend to
judgments, fines and amounts paid in settlement, actually and reasonably
incurred in connection with such other proceeding, as well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws require the Company to indemnify the Company's directors to the
fullest extent authorized by the DGCL or any other applicable law in effect, and
to implement such provisions the Company has entered into contractual indemnity
agreements with its directors and executive officers. The Company's Amended and
Restated Certificate of Incorporation limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty.
The Company has purchased insurance on behalf of its directors and
officers against certain liabilities which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the Company, or
that may arise out of their status as directors or officers of the Company,
including liabilities under the federal and state securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 The Company's 1996 Nonqualified Stock Option Plan for Non-Employee
Directors
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
ITEM 9. UNDERTAKINGS.
A. Undertaking to Update
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:
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(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
this section 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 this 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
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. Undertaking With Respect to Documents Incorporated by
Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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. Undertaking with Respect to Delivery of Documents
(1) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the documents
constituting the prospectus to each participant to whom such
prospectus is sent or given, a copy of the registrant's annual
report to stockholders for its last fiscal year, unless such
participant otherwise has received a copy of such report in
which case the registrant shall state in such prospectus that
it will promptly furnish, without charge, a copy of such
report on written request of the participant.
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(2) The undersigned registrant hereby undertakes to
transmit or cause to be transmitted to all participants who do
not otherwise receive such material as stockholders of the
registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its
stockholders generally.
D. Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
[SIGNATURE PAGE FOLLOWS]
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Gundle/SLT Environmental, Inc., do hereby constitute and appoint
William P. Reid and Roger J. Klatt, or either of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and on our
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Commission, in connection
with the filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.
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 Houston, State of Texas, on March 14, 1997.
GUNDLE/SLT ENVIRONMENTAL, INC.
By: /s/ William P. Reid
_____________________________________
William P. Reid,
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 indicated on March 14, 1997.
SIGNATURE TITLE
--------- -----
_______________________________ Chairman of the Board
Samir T. Badawi
/s/ William P. Reid Director, President
_______________________________ and Chief Executive Officer
William P. Reid (Principal Executive Officer)
/s/ Roger J. Klatt Senior Vice President
_______________________________ and Chief Financial Officer
Roger J. Klatt (Principal Financial and Accounting Officer)
_______________________________ Director
Ahmed Y. Khalawi
/s/ T. William Porter Director
_______________________________
T. William Porter
/s/ Hugh L. Rice Director
_______________________________
Hugh L. Rice
/s/ Brian D. Young
_______________________________ Director
Brian D. Young
/s/ James R. Burke
_______________________________ Director
James R. Burke
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INDEX TO EXHIBITS
Exhibit Description
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4.1 The Company's 1996 Nonqualified Stock Option Plan for
Non-Employee Directors
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
<PAGE> 1
EXHIBIT 4.1
GUNDLE/SLT ENVIRONMENTAL, INC.
1996 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose of the Plan. This 1996 Nonqualified Stock Option Plan for
Non-Employee Directors ("Plan") of Gundle/SLT Environmental, Inc., a Delaware
corporation ("Company") is adopted, subject to stockholder approval, for the
benefit of directors of the Company who, during their time of service, are not
employees ("Non-Employee Directors") of the Company or any of its subsidiaries
(as defined in Section 425(f) of the Internal Revenue Code of 1986, as amended),
and is intended to attract the services of experienced and knowledgeable
Non-Employee Directors and provide an opportunity for ownership of the common
stock, $.01 par value ("Common Stock"), of the Company, by such Non-Employee
Directors.
The Plan supersedes and replaces the Company's 1988 Nonqualified Stock
Option Plan for Non-Employee Directors ("Former Plan"). Upon the effectiveness
of the Plan, no further options shall be granted under the Former Plan, but all
options previously granted under the Former Plan shall remain outstanding
pursuant to the terms and provisions of the option agreements relating to their
grant.
2. Administration of the Plan. The Plan shall be administered by the Board of
Directors of the Company or any committee duly appointed thereby ("Board").
Subject to the terms of the Plan, the Board shall have the power to interpret
the provisions of the Plan or any nonqualified options granted hereunder
("Options") and shall supervise the administration of the Plan. All decisions
made by the Board pursuant to the provisions of the Plan or any Options shall be
made by a majority of its members at a duly held regular or special meeting or
by written consent in lieu of any such meeting, which decisions shall be final
and binding. No member of the Board shall be liable for any act or omission of
any other member of the Board or for any act on his own part including, without
limitation, the exercise of any power or discretion given to him under this
Plan, except those resulting from his own, gross negligence or willful
misconduct or as otherwise restricted by applicable law.
3. Stock Reserved for the Plan. The shares subject to the grant of Options under
the Plan shall consist of 100,000 shares of authorized but unissued shares of
Common Stock or previously issued shares reacquired and held by the Company, and
such number of shares shall be and is hereby reserved for issuance pursuant to
this Plan. Any of such shares that may remain unsold and that are not subject to
outstanding Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan the Company shall
at all times reserve a sufficient number of shares to meet the requirements of
the Plan. Should any Option expire or be canceled prior to its exercise in full,
the shares theretofore subject to such Option may again be made subject to an
option under the Plan.
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4. Grant of Options.
(a) Directors Elected after the Effective Date of this Plan and any
Subsequent Election. Subject to the provisions of paragraph 16, for so long as
this Plan is in effect and shares are available for the grant of Options
hereunder, each person who shall be elected a Non-Employee Director after the
effective date of the Plan, shall be granted, on the date of such election and
on each subsequent election, a non-qualified option to purchase 2,000 shares of
Common Stock at a per share option price equal to the fair market value of a
share of Common Stock on such date (such number of shares being subject to the
adjustments provided in paragraph 14 of the Plan). The grant of Options under
this paragraph 4(a) shall apply to any Non-Employee Director upon his election
as a director of the Company after the effective date of the Plan and on each
subsequent election to the Company's Board of Directors. Notwithstanding any
provision contained herein to the contrary, no grant of Options shall be made to
any Non-Employee Director hereunder to the extent such grant would cause such
director to hold Options under this Plan to purchase in excess of 10,000 shares
of Common Stock (such number of shares being subject to the adjustments provided
in paragraph 14 of the Plan).
(b) Fair Market Value. For purposes of this paragraph 4, the "fair
market value" of a share of Common Stock as of any particular date shall mean
the closing price on such day on the principal securities exchange on which the
Common Stock is traded or quoted, or if such day is not a trading day for such
securities exchange or the NASDAQ National Market, the closing price on the
first preceding day that was a trading day.
5. Vesting and Term of Options. Subject to the provisions of paragraph 7, the
Options granted pursuant to the Plan shall vest in full as of the time and date
immediately preceding the next annual meeting of stockholders following the Date
of Grant, provided that the grantee remains a director of the Company as of such
vesting time. Each Option shall expire five years from the Date of Grant.
6. Procedure for Exercise. Options shall be exercised by written notice to the
Company setting forth the number of shares with respect to which the option is
to be exercised and specifying the address to which the certificates for such
shares are to be mailed. Such notice shall be accompanied by cash or certified
check, bank draft, or postal or express money order payable to the order of the
Company, for an amount equal to the product obtained by multiplying the Option
price times the number of shares of the Common Stock with respect to which the
Option is then being exercised. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to the optionee a
certificate or certificates for the number of shares with respect to which such
Option has been so exercised, issued in the optionee's name; provided, however,
that such delivery shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited such certificates in the
United States mail, addressed to the optionee, at the address specified pursuant
to this paragraph 6.
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7. Effect of Termination.
(a) In the event of the death of an optionee, the Option granted to him
may be exercised (to the extent, if any, he would have been entitled to do so at
the date of his death) at any time and from time to time prior to its expiration
by the executor or administrator of his estate or by the person or persons to
whom his rights under the Option shall pass by will or the laws of descent and
distribution, but in no event may the Option be exercised after its expiration.
(b) In the event that an optionee ceases to be a director of the
Company, the option granted to him may be exercised (to the extent, if any, he
would have been entitled to do so at the date that he ceases to be a director)
at any time and from time to time thereafter prior to the expiration of the
option.
(c) No transfer of an Option by an optionee by will or by the laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice of the same and an
authenticated copy of the will and such other evidence as the Board may deem
necessary to establish the validity of the transfer and the acceptance of the
transferee or transferees of the terms and conditions of such Option and the
terms and provisions of the Plan.
8. Option Agreement. Each Option granted under the Plan shall be evidenced by
written option agreement, in a form approved by the Board, which shall be
subject to the terms and conditions of the Plan. Any agreement may contain such
other terms, provisions and conditions as may be determined by the Board and
that are not inconsistent with the Plan.
9. Assignability. An Option shall not be assignable or otherwise transferable
except by will or by the laws of descent and distribution. Each Option shall
be exercised during the optionee's lifetime only by the optionee.
10. No Rights as Stockholder. No optionee shall have any rights as a stockholder
with respect to shares covered by an Option until the date of issuance of a
stock certificate or certificates for such shares; except as provided in
paragraph 11, no adjustment for dividends, or otherwise, shall be made if the
record date therefor is prior to the date of issuance of such certificate(s).
11. Extraordinary Corporate Transactions. New option rights may be substituted
for the Option rights granted under the Plan, or the Company's duties as to
options outstanding under the Plan may be assumed, by a corporation other than
the Company, or by a parent or subsidiary of the Company, or such corporation,
in connection with any merger, consolidation, acquisition, separation,
reorganization, liquidation or like occurrence in which the Company is involved.
Notwithstanding the foregoing or the provisions of paragraph 14 hereof, in the
event such corporation, or parent or subsidiary of the Company or such
corporation, does not substitute new option rights for, and substantially
equivalent to, the option rights granted hereunder, or assume the option rights
granted hereunder, the option rights granted hereunder shall terminate and
thereupon become null and void
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(i) upon dissolution or liquidation of the Company, or similar occurrence, (ii)
upon any merger, consolidation, acquisition, separation, reorganization, or
similar occurrence, where the Company will not be a surviving entity or (iii)
upon a transfer of substantially all of the assets of the Company or more than
80% of the outstanding Common Stock; provided, however, that each optionee shall
have the right immediately prior to or concurrently with such dissolution,
liquidation, merger, consolidation, acquisition, separation, reorganization or
similar occurrence, to exercise any unexpired option rights granted hereunder,
including Options which would not otherwise be exercisable because of an
insufficient lapse of time and further provided that, anything else herein to
the contrary notwithstanding, in the event of a third-party tender offer,
"street sweep," or similar transaction ("Initial Transaction") initiated more
than six months following the Date of Grant for all or any portion of the
outstanding Common Stock of the Company which (i) results or is likely to result
in a "change of control," as that term is used in the federal securities laws,
and (ii) is accompanied by a publicly-disclosed intention of the purchaser to
pursue a subsequent merger or consolidation of the Company with another
corporation for a consideration different than offered in the Initial
Transaction, or a liquidation, dissolution, recapitalization or restructuring of
the Company, then the Company shall redeem any outstanding Options on the
consummation date of the Initial Transaction at a redemption price equal to the
product of (a) the number of shares remaining unexercised under such options
(whether or not the same shall then be exercisable), times (b) an amount equal
to the difference between (x) the Fair Market Value of a share of Common Stock
at the close of business on the consummation date of the Initial Transaction and
(y) the exercise price under such Options for a share of Common Stock, which
redemption shall be evidenced by the payment to the Optionee of the redemption
price, without the necessity of any surrender or transfer to the Company of such
options, whereupon such options shall become null and void.
12. Investment Representation; Legends.
(a) Each option agreement shall contain an agreement that, upon demand
by the Board for such a representation, the optionee (or any person acting under
paragraph (7(a)) shall deliver to the Company at the time of any exercise of an
option a written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
the distribution thereof or such other representation as the Board deems
advisable. Upon such demand, delivery of such representation, prior to the
delivery of any shares issued upon exercise of an Option and prior to the
expiration of the option period, shall be a condition precedent to the right of
the optionee or such other person to purchase any shares.
(b) The certificate(s) representing shares of Common Stock acquired
upon exercise of this Option will be stamped or otherwise imprinted with a
legend in such form as the Company or its counsel may require with respect to
any applicable restrictions on the sale or transfer of such shares, and the
stock transfer records of the Company will reflect stock-transfer instructions
with respect to such shares.
13. Amendments or Termination. The Board may amend, alter or discontinue the
Plan; provided, however, that, without the approval of the Company's
stockholders, no amendment shall (i) increase
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the number of shares subject to the Plan; (ii) modify the requirements as to
eligibility for participation in the Plan; or (iii) modify the number or time at
which Options may be granted.
14. Changes in Company's Capital Structure. The existence of outstanding Options
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any reorganization or other corporate act or proceeding, whether of a similar
character or otherwise; provided, however, that if the outstanding shares of
Common Stock of the Company shall at any time be changed or exchanged by
declaration of a stock dividend, stock split, combination of shares, or
recapitalization, the number and kind of shares then subject to any outstanding
Option shall be appropriately and equitably adjusted so as to maintain the
proportionate number of shares without changing the aggregate option price of
any outstanding Option.
15. Compliance with Other Laws and Regulations. The Plan, the grant and exercise
of Options thereunder, and the obligation of the Company to sell and deliver
shares under such Options, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any governmental or
regulatory agency or national securities exchange as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law, or any ruling or regulation of any
government body or national securities exchange which the Company shall, in its
sole discretion, determine to be necessary or advisable.
16. Effectiveness and Expiration of the Plan. The Plan shall become effective,
subject to stockholder approval, on December 14, 1995, the date the Board
adopted the Plan. The Plan, and all Options granted hereunder prior to
stockholder approval, shall be null and void and of no further force and effect
unless this Plan shall have been approved by the requisite vote of the
stockholders of the Company entitled to vote at a meeting of the stockholders
called for such purpose on or before December 14, 1996. The Plan shall expire
ten years and one day after the effective date of the Plan and thereafter no
Option shall be granted pursuant to the Plan.
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EXHIBIT 5.1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
March 14, 1997
Gundle Environmental Systems, Inc.
19103 Gundle Road
Houston, Texas 77073
Ladies and Gentlemen:
We have acted as counsel to Gundle Environmental Systems, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended. The Registration Statement relates to an aggregate of 100,000
shares (the "Shares") of the Company's common stock, par value $.01 per share.
The Shares are to be offered upon the terms and subject to the conditions set
forth in the Gundle Environmental Systems, Inc. 1996 Nonqualified Stock Option
Plan for Non-Employee Directors (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
Based on such examination and review and on representations made to us
by the officers and directors of the Company, we are of the opinion that the
Shares have been duly and validly authorized and will, on issuance and delivery
as contemplated in the Plan, be validly issued, fully paid and nonassessable
shares of the Company's capital stock.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Gundle/SLT Environmental, Inc. 1996 Nonqualified
Stock Option Plan for Non-Employee Directors of our report dated February 2,
1996, with respect to the consolidated financial statements and schedule of
Gundle/SLT Environmental, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Houston, Texas
March 13, 1997
