<PAGE>
As filed with the Securities and Exchange Commission on June 23, 1995
Registration Statement No. 33-
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
REXENE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2104131
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5005 LBJ FREEWAY
OCCIDENTAL TOWER, SUITE 500 75244
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
---------------------
REXENE CORPORATION 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(FULL TITLE OF THE PLAN)
---------------------
BERNARD J. MCNAMEE Copy to:
VICE PRESIDENT, SECRETARY PETER A. LODWICK
AND GENERAL COUNSEL THOMPSON & KNIGHT,
REXENE CORPORATION A PROFESSIONAL CORPORATION
5005 LBJ FREEWAY 1700 PACIFIC AVENUE
OCCIDENTAL TOWER, SUITE 500 SUITE 3300
DALLAS, TEXAS 75244 DALLAS, TEXAS 75201
(Name and address of agent for service) (214) 969-1700
(214) 450-9000
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT
SECURITIES AMOUNT MAXIMUM AGGREGATE OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE FEE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 60,000 shares $11.625 $697,500 $241
<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable
upon any stock split, stock dividend or similar transaction with respect
to these shares are also being registered hereunder.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933
on the basis of the average of the high and low sales prices of the Common
Shares on the New York Stock Exchange on June 16, 1995.
</TABLE>
_______________________________________________________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
_____________
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(2) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since December 31, 1994; and
(3) The description of the Common Stock of the Registrant contained
in the Registration Statement filed under Section 12 of the
Securities Exchange Act of 1934 (Registration No. 1-9988), as
filed with the Securities and Exchange Commission on August 14,
1992, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
STATUTORY PROVISIONS
Section 102(b)(7) of the Delaware General Corporation Law enables a
corporation to include in its certification of incorporation a provision
eliminating or limiting the personal liability of members of its board of
directors to the corporation or its stockholders for monetary
<PAGE>
damages for violations of a director's fiduciary duty as a director. Such a
provision does not have any effect on the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty. In
addition, such a provision may not eliminate or limit the liability of a
director for breaching his duty of loyalty to the corporation or its
stockholders, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying an unlawful dividend or
approving an illegal stock repurchase, or executing any transaction from
which the director obtained an improper personal benefit.
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), 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 (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and except that no indemnification may be made in
respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper. With respect to actions or suits by or in the right of the
corporation, such indemnification is limited to expenses (including
attorney's fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit. To the
extent that such directors or officers have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein a corporation is required
to indemnify its directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by such officers and
directors in connection therewith.
Indemnification can be made by the corporation only upon a determination
made in the manner prescribed by the statute that indemnification is proper
in the circumstances because the party seeking indemnification has met the
applicable standard of conduct as set forth in the Delaware General
Corporation Law. The indemnification provided by the Delaware General
Corporation Law is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. Unless otherwise
provided when authorized or ratified, the indemnification provided by the
Delaware General Corporation Law continues as to a person who has ceased to
be a director, officer, employee or agent and insures to the benefit of the
heirs, executors and administrators of such a person.
A corporation also has the power to purchase and maintain insurance on
behalf of any person covering any liability incurred by such person in his
capacity as a director, officer,
-2-
<PAGE>
employee or agent of the corporation, or arising out of his status as such,
whether or not the corporation has the power to indemnify him against such
liability.
THE REGISTRANT'S CHARTER AND BYLAW PROVISIONS
Article VI, Section 6.1 of the Registrant's Amended and Restated Bylaws
provides that the Registrant shall indemnify all directors and officers of
the Company to the fullest extent now or hereafter permitted by the Delaware
General Corporation Law. Under such provisions, any director or officer, who
in his capacity as such, is made or threatened to be made a party to any suit
or proceeding, shall be indemnified if such director or officer acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Amended and Restated Bylaws and the Delaware General Corporation Law further
provide that such indemnification is not exclusive of any other rights to
which such individuals may be entitled under any bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.
In addition, Article VII of the Registrant's Restated Certificate of
Incorporation provides that to the fullest extent now or hereafter permitted
by Delaware law, the Registrant's directors will not be liable to the
Registrant and its stockholders for monetary damages for breach of fiduciary
duty as a director.
Item 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT NO. DESCRIPTION
4.1 Rexene Corporation 1995 Stock Option Plan for Outside Directors.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(included in the opinion of Thompson & Knight, P.C. filed
herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, independent accountants, to
incorporation of reports by reference.
24.1 Power of Attorney (included on signature page of this
Registration Statement).
-3-
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
Provided, however, that paragraphs (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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 and each filing of the Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a
-4-
<PAGE>
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.
-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 the 5th day of June, 1995.
REXENE CORPORATION
By /S/ KEVIN W. MCALEER
-------------------------
Kevin W. McAleer,
Executive Vice President and
Chief Financial 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. Each
person whose signature appears below hereby constitutes and
appoints Andrew J. Smith, Lavon N. Anderson and Kevin W. McAleer,
and each of them (with full power to act alone), his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign on his behalf
individually and in each capacity stated below any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ ARTHUR L. GOESCHEL Chairman of the Board June 5, 1995
- ---------------------------
Arthur L. Goeschel
/S/ ANDREW J. SMITH Chief Executive Officer June 5, 1995
- --------------------------- and Director
Andrew J. Smith (principal executive officer)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ LAVON N. ANDERSON President, Chief Operating June 5, 1995
- --------------------------- Officer and Director
Lavon N. Anderson
/S/ KEVIN W. MCALEER Executive Vice President June 5, 1995
- --------------------------- and Chief Financial Officer
Kevin W. McAleer (principal accounting officer)
/S/ GEFF PERERA Vice President and Controller June 5, 1995
- --------------------------- (principal accounting officer)
Geff Perera
/S/ HARRY B. BARTLEY, JR. Director June 5, 1995
- ---------------------------
Harry B. Bartley, Jr.
/S/ R. JAMES COMEAUX Director June 5, 1995
- ---------------------------
R. James Comeaux
/S/ WILLIAM B. HEWITT Director June 5, 1995
- ---------------------------
William B. Hewitt
/S/ ILAN KAUFTHAL Director June 5, 1995
- ---------------------------
Ilan Kaufthal
/S/ CHARLES E. O'CONNELL Director June 5, 1995
- ---------------------------
Charles E. O'Connell
/S/ HEINN F. TOMFOHRDE, III Director June 5, 1995
- ---------------------------
Heinn F. Tomfohrde, III
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------ ------- ----
<S> <C> <C>
4.1 Rexene Corporation 1995 Stock
Option Plan for Outside Directors.
5.1 Opinion of Thompson & Knight, A
Professional Corporation.
23.1 Consent of Thompson & Knight, A
Professional Corporation (included
in the opinion of Thompson &
Knight, P.C. filed herewith as
Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP,
independent accountants, to
incorporation of reports by
reference.
24.1 Power of Attorney (included on
signature page of this Registration
Statement).
</TABLE>
-8-
<PAGE>
REXENE CORPORATION
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
ARTICLE I
PURPOSE
It is the purpose of the Plan to promote the interests of the Company and
its stockholders by attracting and retaining qualified Outside Directors by
giving them the opportunity to acquire a proprietary interest in the Company and
an increased personal interest in its continued success and progress. The
Options granted under this Plan shall not be qualified as "incentive stock
options" within the meaning of Section 422(b) of the Code.
ARTICLE II
DEFINITIONS
As used in this Plan the following terms have the following meanings:
(a) "Agreement" means any stock option agreement entered into between
the Company and a Outside Director pursuant to Section 4.02 of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means any act of (i) fraud upon or with respect to, (ii)
intentional misrepresentation to or with respect to, or (iii) embezzlement,
misappropriation or conversion of assets or opportunities of, the Company or
any direct or indirect majority-owned subsidiary of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Management Development and Compensation
Committee of the Board.
(f) "Common Stock" means the $.01 par value Common Stock of the Company.
(g) "Company" means Rexene Corporation, a Delaware corporation.
(h) "Effective Date" means the date on which this Plan is approved by
the stockholders of the Company which shall be the date on which the Plan
shall be effective.
(i) "Fair Market Value" means the closing sales price on the date in
question (or, if there was no reported sale on such date, on the last
preceding day on which any reported sale occurred) of a share of Common
Stock as reported on the principal national stock exchange on which the
Common Stock is then listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national stock exchange but is
listed as a national market security on the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), as reported
on NASDAQ; or, if the Common Stock is not listed or admitted to trading on
any such exchange and is not listed as a national market security on NASDAQ,
but is quoted on NASDAQ or any similar system then in use, "Fair Market
Value" shall mean the average of the closing high bid and low asked
quotations on such system for the Common Stock on the date in question (or,
if no such quotations are available on such date, on the last preceding day
on which such quotations were available).
(j) "Grant Date" means the date of grant of an Option pursuant to
Section 4.02(a) of the Plan.
1
<PAGE>
(k) "Holder" means a Outside Director to whom an Option has been granted
under the Plan.
(l) "Outside Director" means an individual who (i) is on the Effective
Date, or thereafter becomes, a member of the Board, and (ii) is neither an
employee nor an officer of the Company or any direct or indirect
majority-owned subsidiary of the Company. For purposes of the Plan,
"employee" shall mean an individual whose wages are subject to the
withholding of federal income tax under Section 3402 of the Code, and
"officer" shall mean an individual elected or appointed by the Board or the
board of directors of the subsidiary, as the case may be, or chosen in such
other manner as may be prescribed by the bylaws of the Company or the
subsidiary, to serve as such.
(m) "Option" means any option to purchase shares of Common Stock granted
pursuant to the provisions of the Plan.
(n) "Plan" means this Rexene Corporation 1995 Stock Option Plan for
Outside Directors.
(o) "Option Period" has the meaning assigned to it in Section 4.02(d) of
the Plan.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have no
authority, discretion or power to select the participants who will receive
Options, to set the number of shares to be covered by any Option, to set the
exercise price of any Option, to set the period within which Options may be
exercised, or to alter any other terms or conditions specified in this Plan
document, except in the sense of administering the Plan subject to the express
provisions of the Plan and except in accordance with Section 6.02 of the Plan.
Subject to the foregoing limitations, the Committee shall have authority and
power to adopt such rules and regulations and to take such action as it shall
consider necessary or advisable for the administration of the Plan to determine
if any terms and conditions of any Agreement are inconsistent with the Plan, and
to construe, interpret and administer the Plan. The decisions of the Committee
relating to the Plan shall be final and binding upon the Company, the Holders
and all other persons. No member of the Committee shall incur any liability by
reason of any action or determination made in good faith with respect to the
Plan or any stock option agreement entered into pursuant to the Plan.
ARTICLE IV
OPTIONS
4.01 PARTICIPATION. Each Outside Director shall be granted an Option to
purchase Common Stock under the Plan on the terms and conditions described in
this Plan document.
4.02 TERMS AND CONDITIONS OF OPTIONS; STOCK OPTION AGREEMENTS. Each Option
granted under the Plan shall be evidenced by a written stock option agreement
entered into by the Company and the Holder to whom the Option is granted, which
agreement shall include, incorporate or conform to the following terms and
conditions, and such other terms and conditions not inconsistent with such terms
and conditions or with the other terms and conditions of the Plan.
(a) OPTION GRANT DATES.
(i) An Option shall be granted automatically as of the Effective Date
to each Outside Director who shall have been elected by the stockholders
of the Company on such date to serve as a director on the Board.
2
<PAGE>
(ii) On the date of the annual meeting of stockholders of the Company
in 1996 and 1997, an Option shall be granted automatically to each
Outside Director who shall have been elected by the stockholders of the
Company at such annual meeting to serve as a director on the Board.
(iii) On the date that a person becomes an Outside Director of the
Board as a result of his/her election to the Board by the other members
of the Board where such election occurs after the Effective Date and
before the annual meeting of stockholders in 1998, an Option shall be
granted automatically to such Outside Director.
(b) NUMBER OF SHARES. Each Option shall entitle the Holder to
purchase, in accordance with the terms of such Option and the Plan, two
thousand (2,000) shares of Common Stock, subject to adjustment in accordance
with Section 5.02 hereof; provided, however, that each Option granted to the
Chairman of the Board shall entitle such Holder to purchase two thousand
five hundred (2,500) shares of Common Stock, subject to adjustment in
accordance with Section 5.02 hereof. If, on the Grant Date of any Option,
fewer shares of Common Stock remain available for grant than are necessary
to permit the grant of an Option covering 2,000 shares of Common Stock
(2,500 shares of Common Stock in the case of the Chairman of the Board) to
each person entitled to receive an Option on such date, then each Option
granted on such date shall cover an equal number of whole shares of Common
Stock, and all Options granted on such date shall cover, in the aggregate,
all shares then available for grant under the Plan (or such smaller number
as may be necessary to permit each such Option to cover an equal number of
whole shares of Common Stock).
(c) PRICE. The price at which each share of Common Stock covered by an
Option may be purchased ("Exercise Price") pursuant to the Plan shall be
equal to the average of the fair Market Value of a share of Common Stock for
the twenty (20) trading days immediately preceding the Grant Date less ten
dollars ($10.00), provided, however, in no event shall the Exercise Price be
less than $0.25 per share subject to adjustment pursuant to Section 5.02 of
the Plan.
(d) OPTION PERIOD. The period within which each Option may be
exercised shall commence on the first anniversary of the Grant Date of the
Option and shall expire on the tenth anniversary of such Grant Date (the
"Option Period"), unless terminated sooner pursuant to Section 4.02(e).
(e) TERMINATION OF SERVICE, DEATH, ETC. The following provisions shall
apply with respect to the exercise of an Option granted hereunder in the
event that the Holder thereof ceases to be a director of the Company for the
reasons described in this Section 4.02(e):
(i) If the directorship of the Holder is terminated within the Option
Period for Cause, all unexercised Options shall automatically terminate
as of the date of such termination;
(ii) If the Holder dies during the Option Period while such Holder is
a director of the Company, all Options may be retained and exercised in
accordance with their terms by the executor or administrator of the
estate of the Holder, or by the person or persons who shall have acquired
the Option directly from the Holder by bequest or inheritance; provided,
however, all such Options must be so exercised upon the earlier of two
years after the Holder's death or the expiration of the Option.
(iii) If the Holder ceases within the Option Period to be a director
of the Company for any reason other than as set forth in paragraphs (i)
and (ii) above, the Options may be retained and exercised in accordance
with their terms; provided, however, that all such Options must be
exercised upon the earlier of one year after the Holder ceases to be a
director of the Company or the expiration of the Option Period.
3
<PAGE>
(f) TRANSFERABILITY. An Option granted under the Plan shall not be
transferable by the Holder, otherwise than by will or pursuant to the laws
of descent and distribution, and during the lifetime of the Holder the
Option shall be exercisable only by the Holder or his or her guardian or
legal representative.
(g) EXERCISE, PAYMENTS, ETC. Each Option granted hereunder may be
exercised, in whole or in part, by the Holder thereof at any time or (with
respect to partial exercises) from time to time during the Option Period,
subject to the provisions of the Plan and the stock option agreement
evidencing such Option, and the method for exercising an Option shall be by
personal delivery to the Secretary of the Company of, or by the sending by
United States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of its Secretary), of, written notice signed
by the Holder specifying the number of shares of Common Stock with respect
to which such Option is being exercised. Such notice shall be accompanied by
the full amount of the purchase price of such shares, in cash, by check or
by wire transfer. Any such notice shall be deemed to have been given on the
date of receipt by the Secretary of the Company of the notice and payment of
the full amount of the purchase price of such shares. In addition to the
foregoing, promptly after demand by the Company, the exercising Holder shall
pay to the Company an amount equal to applicable withholding taxes, if any,
due in connection with such exercise. No shares of Common Stock need be
issued by the Company upon exercise of an Option until full payment therefor
and for all applicable withholding taxes has been made, and a Holder shall
have none of the rights of a stockholder until shares of Common Stock are
issued to such Holder.
ARTICLE V
AUTHORIZED COMMON STOCK
5.01 COMMON STOCK. The total number of shares as to which Options may be
granted pursuant to the Plan shall be 60,000 shares of Common Stock, in the
aggregate, except as such number of shares shall be adjusted from and after the
Effective Date in accordance with the provisions of Section 5.02 of the Plan. If
any outstanding Option under the Plan shall expire or be terminated for any
reason, the shares of Common Stock allocable to the unexercised portion of such
Option shall again be available for grant under the Plan.
5.02 ADJUSTMENTS UPON CHANGES IN COMMON STOCK. In the event the Company
shall effect a split of the Common Stock or a dividend payable in Common Stock,
or in the event the outstanding Common Stock shall be combined into a smaller
number of shares, the maximum number of shares as to which Options may be
granted under the Plan and the number of shares to be covered by any Option not
yet granted under Section 4.02(a) shall be increased or decreased
proportionately. In the event that before delivery by the Company of all the
shares of Common Stock in respect of which any Option has been granted under the
Plan, the Company shall have effected such a split, dividend or combination, the
shares still subject to the Option shall be increased or decreased
proportionately and the purchase price per share shall be increased or decreased
proportionately so that the aggregate purchase price for all the then optioned
shares shall remain the same as immediately prior to such split, dividend or
combination.
In the event of a reclassification of the Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Committee shall make such
adjustments, if any, as it may deem appropriate in the number, purchase price
and kind of shares covered by the unexercised portions of Options previously
granted under the Plan. The provisions of this Section 5.02 shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
4
<PAGE>
ARTICLE VI
GENERAL PROVISIONS
6.01 TERMINATION OF PLAN. The Plan shall terminate whenever (whether
before, on or after the Effective Date) the Board adopts a resolution to that
effect. If not sooner terminated in accordance with the preceding sentence, the
Plan shall wholly cease and expire at the time of the meeting of the
stockholders of the Company in 1998. After termination of the Plan, no Options
shall be granted under the Plan, but the Company shall continue to recognize,
and perform its obligations with respect to, any Options previously granted.
6.02 AMENDMENT OF PLAN. The Committee may from time to time (whether
before, on or after the Effective Date) amend, modify or suspend the Plan.
Nevertheless, (a) no such amendment, modification or suspension shall impair any
Options previously granted under the Plan or deprive any Holder of any shares of
Common Stock which such Holder might have acquired through or as a result of the
Plan, and (b) after the stockholders of the Company have approved and adopted
the Plan in accordance with Section 6.04 hereof, no such amendment or
modification shall be made without the approval of the holders of a majority of
the outstanding shares of Common Stock of the Company where such amendment or
modification would (i) increase the total number of shares of Common Stock as to
which Options may be granted under the Plan or decrease the exercise price at
which Options may be granted under the Plan (other than as provided in Section
5.02 hereof), (ii) materially alter the class of persons eligible to be granted
Options under the Plan, (iii) materially increase the benefits accruing to
Holders under the Plan or (iv) extend the term of the Plan or the Option Period
specified in Section 4.02(d) hereof.
Notwithstanding the foregoing, the provisions of the Plan relating to (a)
the number of shares of Common Stock covered by, and the exercise price of,
Options granted under the Plan, (b) the timing of grants of Options under the
Plan and (c) the class of persons eligible to be granted Options under the Plan
shall not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.
6.03 TREATMENT OF PROCEEDS. Proceeds from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
6.04 EFFECTIVENESS. The Plan shall become effective as of the Effective
Date, subject to the satisfaction of the condition stated in the following
sentence. The effectiveness of the Plan and each Option to be granted hereunder
is conditioned on the approval and adoption of the Plan on the Effective Date by
the affirmative vote of the holders of a majority of the shares of Common Stock
of the Company present, or represented, and entitled to vote at a meeting of
stockholders of the Company.
6.05 SECTION HEADINGS. The section headings included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.
5
<PAGE>
June 22, 1995
Rexene Corporation
5005 LBJ Freeway
Occidental Tower, Suite 500
Dallas, Texas 75244
Ladies and Gentlemen:
We have acted as counsel for Rexene Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 60,000 shares (the "Shares")
of Common Stock, par value $0.01 per share, of the Company for issuance
pursuant to the Rexene Corporation 1995 Stock Option Plan for Outside
Directors (the "Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, agreements and other instruments,
certificates of public officials and of officers of the Company, and other
instruments and documents as we have deemed necessary to require as a basis
for the opinion hereinafter expressed. We have also participated in the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that in our opinion the
Shares have been duly authorized by the Company and, when issued upon the due
exercise of options duly granted under the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and
Exchange Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ Peter A. Lodwick
----------------------------
Peter A. Lodwick, Attorney
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated February
7, 1995 and April 12, 1993 appearing on pages F-2 and F-3 of
Rexene Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994.
PRICE WATERHOUSE LLP
Dallas, Texas
June 22, 1995
