<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
TYLER CORPORATION
(Exact name of registrant as specified in charter)
Delaware 75-2303920
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
3200 San Jacinto Tower
2121 San Jacinto Street
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
THE TYLER CORPORATION STOCK OPTION PLAN
(Full title of the Plan)
----------
<TABLE>
<CAPTION>
<S> <C> <C>
Brian K. Miller Copy to: David G. McLane
Vice President, Chief Accounting Officer and Treasurer Gardere & Wynne, L.L.P.
Tyler Corporation 1601 Elm Street
3200 San Jacinto Tower Suite 3000
2121 San Jacinto Street Dallas, Texas 75201
Dallas, Texas 75201 (214) 999-4607
(214) 754-7800
</TABLE>
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share price fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value 1,500,000(1) $10.75 (2) $16,125,000(2) $4,757(2)
=================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) 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) Estimated solely for the purpose of calculating the registration fee,
which has been computed in accordance with Rule 457(h), based on the
average of the high and low prices for the Common Stock on the New York
Stock Exchange Composite Tape for May 4, 1998.
Shares of Common Stock of the registrant for issuance upon exercise of
employee stock options have been heretofore registered under Registration
Statements on Form S-8 No. 33-34544 and No. 333-34809 of the registrant. These
shares of Common Stock and the options are described in the Section 10(a)
prospectus for this registration statement in accordance with Rule 429 of the
General Rules and Regulations under the Securities Act of 1933, as amended.
================================================================================
<PAGE> 2
On October 8, 1997, the Board of Directors of the Registrant (the
"Board") adopted, subject to stockholder approval, Amendment No. 1 to The Tyler
Corporation Stock Option Plan [Amended and Restated as of February 7, 1997] (the
"Plan") (i) to increase from 1,800,000 to 3,300,000 the aggregate number of
shares of the Registrant's Common Stock, par value $0.01 per share, issued or
reserved for issuance under the Plan, (ii) to bring the Plan into compliance
with Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii)
to provide for certain treatment of outstanding options upon a "change in
control" of the Company as defined in Amendment No. 1. On February 19, 1998, the
Board adopted and approved Amendment No. 2 to the Plan, effective as of December
12, 1997, to allow nonqualified stock options to be granted at an exercise price
below market price. Amendment No. 1 to the Plan was approved by the stockholders
of the Registrant at the Annual Meeting of Stockholders held on April 28, 1998.
The contents of the Registrant's Registration Statements on Forms S-8 (File Nos.
33-34544 and 333-34809) filed with the Securities and Exchange Commission on
April 25, 1990 and September 2, 1997, respectively, relating to the Plan (the
"Prior S-8s"), including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement.
PART II
ITEM 8. EXHIBITS
In addition to the exhibits filed or incorporated by reference into the
Prior S-8s, the following documents are filed as Exhibits to this Registration
Statement:
4.1 Amendment No. 1 to The Tyler Corporation Stock Option Plan
[Amended and Restated as of February 7, 1997]
4.2 Amendment No. 2 to The Tyler Corporation Stock Option Plan
[Amended and Restated as of February 7, 1997]
5.1 Opinion of Gardere & Wynne, L.L.P.
23.1 Consent of Ernst & Young LLP, independent auditors to
incorporation of reports by reference.
23.2 Consent of legal counsel (included in the opinion of Gardere &
Wynne, L.L.P., filed herewith as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, and the State of Texas, on May 8, 1998.
TYLER CORPORATION
(Registrant)
By: /s/ LOUIS A WATERS
-----------------------------------
Louis A. Waters, Chairman of the
Board
POWER OF ATTORNEY
Each of the undersigned hereby appoints Louis A. Waters and Brian K.
Miller and each of them (with full power to act alone), as attorneys and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on May 8, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ LOUIS A. WATERS Chairman of the Board of Directors
- -------------------------------------
Louis A. Waters
/s/ C. A. RUNDELL, JR. President, Chief Executive Officer, and Director
- ------------------------------------- (principal executive officer)
C. A. Rundell, Jr.
/s/ BRIAN K. MILLER Vice President, Chief Accounting Officer and
- ------------------------------------- Treasurer
Brian K. Miller (principal financial officer and principal accounting officer)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ ERNEST H. LORCH Director
- -------------------------------------
Ernest H. Lorch
/s/ FREDERICK R. MEYER Director
- -------------------------------------
Frederick R. Meyer
/s/ WILLIAM D. OATES Director
- -------------------------------------
William D. Oates
/s/ JAMES E. RUSSELL Director
- -------------------------------------
James E. Russell
</TABLE>
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
4.1 Amendment No. 1 to The Tyler Corporation Stock Option Plan
4.2 Amendment No. 2 to The Tyler Corporation Stock Option Plan
5.1 Opinion of Gardere & Wynne, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Gardere & Wynne, L.L.P.
(included as part of Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of the
Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMENDMENT NO. 1
TO THE TYLER CORPORATION
STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF FEBRUARY 7, 1997)
Pursuant to Section 17 of the Tyler Corporation Stock Option Plan, as
amended and restated as of February 7, 1997 (the "Plan"), the Plan is hereby
amended as follows:
1. Section 5 of the Plan is hereby amended to read in its
entirety as follows:
5. SHARES SUBJECT TO PLAN. The Committee may not grant
options under the Plan, including to any individual employee, for more
than 3,300,000 shares of Common Stock of the Company, but this number
may be adjusted to reflect, if deemed appropriate by the Committee, any
stock dividend, stock split, share combination, recapitalization or the
like, of or by the Company. The Committee may grant options for a
larger number of shares, but the terms of the options must be such that
no more than the number of shares specified in the previous sentence
may be issued on exercise of options granted under the Plan. Shares to
be optioned and sold may be made available from either authorized but
unissued Common Stock or Common Stock held by the Company in its
treasury. Shares that by reason of the expiration of an option or
otherwise are no longer subject to purchase pursuant to an option
granted under the Plan may be reoffered under the Plan.
2. Section 8 of the Plan is hereby amended to read in its
entirety as follows:
8. GRANTS OF OPTIONS. The Committee is authorized to
grant Incentive Options and Nonqualified Options under the Plan. The
grant of options shall be evidenced by stock option agreements
containing such terms and provisions as are approved by the Committee,
but not inconsistent with the Plan, including provisions that may be
necessary to assure that any option that is intended to be an Incentive
Option will comply with Section 422 of the Internal Revenue Code of
1986, as amended. The Company shall execute stock option agreements
upon instructions from the Committee. A stock option agreement may
provide, if the Committee so determines, that upon the exercise of the
option the Committee may elect to pay, in lieu of receipt from the
optionholder of the exercise price and issuance of certificates for the
shares of stock exercised, an amount equal to the excess of the fair
market value per share on the date of exercise over the per share
exercise price of the option, multiplied by the number of shares
covered by the option or the portion thereof being exercised ("Stock
Appreciation"). If such election is made, the Stock Appreciation shall
be paid to the optionholder either in cash or in Common Stock, or in
cash and Common Stock (based on the fair market value of such stock on
the date of election by the optionholder), as the Committee shall
determine. The option to purchase shares shall terminate with respect
to the number
<PAGE> 2
of shares for which the Stock Appreciation is paid. The Committee may
grant options to key employees after the amendment of the Plan on
October 8, 1997 (the "Amendment") and prior to stockholder approval of
the Amendment. If for any reason the stockholders of the Company do not
approve the Amendment at their 1998 annual meeting (or any adjournment
thereof), all options granted to employees under the Plan, as amended
by the Amendment, at a time when the aggregate number of shares subject
to then outstanding options exceeded the aggregate number of shares
then available for issuance pursuant to the Plan, will be terminated
and of no effect and all other options granted to employees during such
period shall remain outstanding and shall be governed by the Plan as it
existed prior to the Amendment. No option that is so subject to
termination may be exercised in whole or in part prior to such
stockholder approval.
3. Section 10 of the Plan is hereby amended to read in its
entirety as follows:
10. OPTION PERIOD; VESTING. The Option Period will begin
on the date the option is granted, which will be the date the Committee
authorizes the option unless the Committee specifies a later date. No
option may terminate later than ten years from the date the option is
granted. The Committee may provide for the options to vest and become
exercisable in installments and upon such other terms, conditions and
restrictions as it may determine. The Committee may provide for earlier
termination of the option and the Option Period in the case of
termination of employment, dishonesty, or for any other reason.
4. Section 14 of the Plan is hereby amended to read in its
entirety as follows:
14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The
number of shares of Common Stock covered by each outstanding option
granted under the Plan and the option price thereof, may be adjusted to
reflect, as deemed appropriate by the Committee, any stock dividend,
stock split, share combination, exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or the
like, of or by the Company.
If the Company shall be a party to any merger, consolidation
or corporate reorganization, as the result of which the Company shall
be the surviving corporation, the rights and duties of the participants
and the Company shall not be affected in any manner. If (i) the Company
shall agree to sell all or substantially all of its assets, (ii) the
Company shall be a party to any merger, consolidation or corporate
reorganization, as the result of which the Company would not be the
surviving corporation, or (iii) pursuant to a tender or exchange offer
for stock of the Company or in any other manner, any person or group
within the meaning of the Securities Exchange Act of 1934, as amended,
beneficially owns more than 50% of the outstanding Common Stock of the
Company (the surviving corporation, purchaser, or tendering corporation
being collectively referred to as the "Purchaser", and the transaction
being collectively referred to as a "Change of Control"), then the
-2-
<PAGE> 3
Company shall, at its election, either (a) reach an agreement with the
Purchaser that the Purchaser will assume the obligations of the Company
under the options, or (b) reach an agreement with the Purchaser that
the Purchaser will convert the options into options of at least equal
value as to stock of the Purchaser; and, if an agreement cannot be
reached pursuant to clauses (a) and (b), then the options shall become
fully vested and exercisable and the Company shall notify each
participant, not later than twenty days prior to the effective date of
such Change of Control (except that in the case of a clause (iii)
Change of Control, notice shall be given as soon as practicable after
the Change of Control), that his option has become fully vested and
exercisable whether or not such option shall then be exercisable under
the terms of his option agreement. If within the ten-day period
following the date of notice by the Company a participant exercises any
portion of his option and deposits with the Company the requisite cash
to purchase in full and not in installments the Common Stock thereby
issuable, the Company shall, prior to the effective date of the clause
(i) or clause (ii) Change of Control, issue all Common Stock thus
issuable, which shall be treated as issued stock for purposes of the
Change of Control.
IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the 8th day of October, 1997.
TYLER CORPORATION
By /s/ BRIAN K. MILLER
------------------------------
-3-
<PAGE> 1
AMENDMENT NO. 2
TO THE TYLER CORPORATION
STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF FEBRUARY 7, 1997)
Pursuant to Section 17 of the Tyler Corporation Stock Option Plan, as
amended and restated as of February 7, 1997 (the "Plan"), the Plan is hereby
amended as follows:
1. Section 9 of the Plan is hereby amended to read in its
entirety as follows:
9. OPTION PRICE. The option price for shares subject to
options granted under the Plan shall be determined by the Committee
and, with respect to Incentive Options, shall not be less than 100
percent of the fair market value per share of the Common Stock on the
date the Incentive Option is granted. The fair market value per share
of the stock on the date of grant of the Incentive Option shall be the
reported closing price of the Common Stock on the New York Stock
Exchange on the date of grant of the Incentive Option, or if no sale of
the Common Stock shall have been reported on such date of grant, on the
next preceding day or the last day prior to the date of grant when a
sale was reported.
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2
effective as of the 12th day of December, 1997.
TYLER CORPORATION
By /s/ BRIAN K. MILLER
-------------------------------
<PAGE> 1
EXHIBIT 5.1
[GARDERE & WYNNE, L.L.P. LETTERHEAD]
May 8, 1998
Tyler Corporation
3200 San Jacinto Tower
2121 San Jacinto Street
Dallas, Texas 75201
Gentlemen:
We have acted as counsel to Tyler Corporation, a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), on Form S-8 (the "Registration
Statement") of an additional 1,500,000 shares of common stock, $0.01 par value
("Common Stock"), of the Company which may be issued from time to time upon
exercise of options granted by the Company under The Tyler Corporation Stock
Option Plan, as amended as of October 8, 1997 and December 12, 1997 by Amendment
No. 1 and No. 2 thereto (the "Plan").
We have assisted the Company in the preparation of, and are familiar with, the
Registration Statement of the Company to be filed with the Securities and
Exchange Commission on May 8, 1998 for the registration under the Securities Act
of the additional 1,500,000 shares of Common Stock covered by the Plan.
With respect to the foregoing, we have examined and have relied upon originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, documents, orders, certificates and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinion
expressed below.
Based upon the foregoing, we are of the opinion that the additional 1,500,000
shares of Common Stock of the Company which from time to time may be issued upon
the exercise of options granted under the Plan in accordance with appropriate
proceedings of the Executive Committee
<PAGE> 2
Tyler Corporation
May 8, 1998 Page 2
or the Compensation Committee of the Board of Directors of the Company, when so
issued and sold at option prices in excess of the par value of the Common Stock
in accordance with the respective provisions of the Plan and related agreements
will be duly and validly authorized and issued by the Company and fully paid and
nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ DAVID G. MCLANE
------------------------------
David G. McLane, Partner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-34809) pertaining to The Tyler Corporation Stock
Option Plan of our report dated March 6, 1998, with respect to the consolidated
financial statements of Tyler Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
May 1, 1998
