As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
REINHOLD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-2596288
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Indentification No.)
12827 East Imperial Hwy, Santa Fe Springs, CA 90670
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(Address of principal executive offices) (Zip code)
REINHOLD INDUSTRIES, INC.
STOCK INCENTIVE PLAN
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(Full title of the plan)
Brett R. Meinsen
Vice President, Secretary and Treasurer
Reinhold Industries, Inc.
12827 East Imperial Hwy
Santa Fe Springs, CA 90670
(562) 944 - 3281
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(Name, address, and telephone number of agent for service
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share (1) price (1) fee
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Class A Common Stock, 100,000
$.01 par value per share shares $10.00 $1,000,000 $303.03
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(1) Estimated solely for the purpose of calculating registration fee on the
basis of the average of the bid ($10.00) and asked ($10.00) price paid for a
share of Reinhold Class A Common Stock on November 7, 1997 as reported on the
NASD OTC Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:
a. The Reinhold Industries, Inc. (the "Company") Annual Report on
Form 10-KSB, as amended, for the year ended December 31, 1996,
filed with the Commission on March 20, 1997.
b. The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997, filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
c. The description of the Company's Capital Stock contained in
Article IV of the Company's Amended and Restated Certificate of
Incorporation filed with the Commission on June 28, 1996 as part
of the Company's 8-K, Exhibit 99(a), Exhibit A to the Keene
Corporation Fourth Amended Plan of Reorganization, together with
all amendments or reports filed for the purpose of updating such
description to the extent of such updating.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities hereby offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
respective dates of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a Statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VII of the Company's Amended and Restated Certificate of
Incorporation provides as follows:
ARTICLE VII
1. The Corporation shall indemnify to the fullest extent permitted
under and in accordance with the laws of the State of Delaware 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 or in any other capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' 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.
2. Expenses (including attorneys' fees) incurred in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall (in the case of any action, suit or proceeding against a director of the
Corporation) or may (in the case of any action, suit or proceeding against an
officer, trustee, employee or agent) be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board upon receipt of an undertaking by or on behalf of the indemnified person
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this paragraph.
3. The indemnification, advancement of expenses and other rights set
forth in this Paragraph shall not be exclusive of any provisions with respect
thereto in the by-laws or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.
4. Neither the amendment nor repeal of this Article VII, subparagraphs
1, 2 or 3, nor the adoption of any provision of this Certificate of
Incorporation inconsistent with Article VII, subparagraphs 1, 2 or 3, shall
eliminate or reduce the effect of this Article VII, subparagraphs 1, 2 and 3, in
respect of any matter occurring before such amendment, repeal or adoption of an
inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Article VII,
subparagraphs 1, 2 or 3, if such provision had not been so amended or repealed
or if a provision inconsistent therewith had not been so adopted.
5. No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (A) shall be liable
under Section 174 of the DGCL or any amendment thereto or successor provision
thereto, or (B) shall be liable by reason that, in addition to any and all other
requirements for liability, he: (i) shall have breached his duty of loyalty to
the Corporation or its stockholders; (ii) shall not have acted in good faith or,
in failing to act, shall not have acted in good faith; (iii) shall have acted in
a manner involving intentional misconduct or a knowing violation of law or, in
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failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law; or (iv) shall have derived an improper personal
benefit.
If the Delaware General Corporation Law is amended after the date of
incorporation of the Corporation to authorize corporation action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
6. This Certificate of Merger shall be effective on or such date as the
Order herein above referred to shall provide.
The Company currently maintains policies of insurance under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
The Company hereby undertakes:
(1) To file during any period in which offers or sales are being made,
post-effective amendment(s) to this Registration Statement:
(i) To include any prospectus required by Section 10 (a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii)To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in the Registration Statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
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Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement 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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, the Company 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 and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company for expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such a
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto to duly authorized, in the City of Santa Fe Springs,
State of California on November 10, 1997.
REINHOLD INDUSTRIES, INC.
By: /s/ Brett R. Meinsen
Brett R. Meinsen
Vice President-Finance and Administration
Treasurer and Secretary
(Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and power of attorney have been signed by the
following persons in the capacities and in the dates indicated.
By his signature, each of the following persons authorizes Brett R.
Meinsen and Michael T. Furry or any of them, with full power of substitution, to
execute in his name and on his behalf, and to file any amendments (including,
without limitation, post-effective amendments) to this Registration Statement
necessary or advisable in the opinion of any of them to enable the Company to
comply with the Securities Act, and any rules, regulations and requirements of
the Commission thereunder, in connection with the registration of the additional
securities which are the subject of this Registration Statement.
Date: November 10, 1997 /s/ Michael T. Furry
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Michael T. Furry
President and Director
Chief Executive Officer
Date: November 10, 1997 /s/ Lawrence H. Diamond
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Lawrence H. Diamond
Chairman of the Board
Date: November 10, 1997 /s/ Robert B. Steinberg
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Robert B. Steinberg
Director
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EXHIBIT INDEX
Exhibit Number Exhibit
2.1 Keene Corporation's Fourth Amended Plan of
Reorganization Under Chapter 11 of the
Bankruptcy Code dated March 11, 1996,
incorporated herein by reference to Exhibit
99(a) to Keene Corporation's Form 8-K filed
with the Commission on June 28, 1996.
2.2 Motion to Approve Modifications to the Keene
Corporation Fourth Amended Plan of
Reorganization Under Chapter 11 of the
Bankruptcy Code dated June 12, 1996,
incorporated herein by reference to Exhibit 99
(b) to Keene Corporation's Form 8-K filed with
the Commission on June 28, 1996.
2.3 Finding of Fact, Conclusions of Law and Order
Confirming Keene Corporation's Fourth Amended
Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code, as modified, entered June 14,
1996, incorporated herein by reference to
Exhibit 99(c) to Keene Corporation's Form 8-K
filed with the Commission on June 28, 1996.
3.1 Amended and restated Certificate of
Incorporation of Reinhold Industries, Inc.,
incorporated herein by reference to Exhibit 99
(a), Exhibit A to the Plan, to Keene
Corporation's Form 8-K filed with the
Commission on June 28, 1996.
3.2 Amended and restated By-laws of Reinhold
Industries, Inc. (Formerly Keene Corporation),
incorporated herein by reference to Exhibit
99(a), Exhibit B to the Plan, to Keene
Corporation's Form 8-K filed with the
Commission on June 28, 1996.
3.3 Certificate of Merger of Reinhold Industries,
Inc. into Keene Corporation, incorporated
herein by reference to Exhibit 99(a), Exhibit C
to the Plan, to Keene Corporation's Form 8-K
filed with the Commission on June 28, 1996.
4.1 Reinhold Industries, Inc. Stock Incentive Plan
(filed herewith).
5.1 Opinion of Petillon & Hansen (filed herewith).
23.1 Consent of Petillon & Hansen (contained in
Exhibit 5.1).
23.2 Consent of Independent Accountants - KPMG Peat
Marwick LLP (filed herewith).
24.1 Power of Attorney (included on signature page).
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EXHIBIT 4.1
REINHOLD INDUSTRIES, INC.
STOCK INCENTIVE PLAN
SECTION 1. ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE OF PLAN
1.1. Establishment. Reinhold Industries, Inc., a Delaware corporation
(the "Company"), hereby establishes the "STOCK INCENTIVE PLAN" (the "Plan") for
key employees. The Plan permits the grant of Stock Options, Stock Appreciation
Rights and Restricted Stock.
1.2. Purpose. The purpose of the Plan is to advance the interests of
the Company and its Subsidiaries and promote continuity of management by
encouraging and providing key employees with the opportunity to acquire an
equity interest in the Company and to participate in the increase in shareholder
value as reflected in the growth in the price of the shares of the Company's
Stock and by enabling the Company to attract and retain the services of key
employees.
1.3. Effective Date. The Plan shall become effective on the Effective
Date, as defined in the Debtor's Fourth Amended Plan of Reorganization of Keene
Corporation, as debtor and debtor-in-possession, dated March 11, 1996 and filed
with the United States Bankruptcy Court for the Southern District of New York on
March 11, 1996, as such Plan may be amended or modified from time to time (the
"Bankruptcy Plan"), subject to the approval by the affirmative votes of the
holders of a majority of the securities of the Company entitled to vote.
SECTION 2. DEFINITIONS; CONSTRUCTION
2.1. Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Capitalization" means any increase or reduction in the
number of shares of Stock, or any change (including, but not limited
to, a change in value) in the shares of Stock or exchange of shares of
Stock for a different number or kind of shares or other securities of
the Company or any other corporation or other entity, by reason of a
reclassification, recapitalization, merger, consolidation,
reorganization, spin-off, split-up, issuance (other than pursuant to
the Plan of Reorganization) of warrants or rights or debentures, stock
dividend, stock split or reverse stock split, extraordinary dividend,
property dividend, combination or exchange of shares or otherwise.
(d) A "Change in Control" means an event or series of events after the
Consummation Date by which (i) any "person" or "group" (as such terms
are used in Section 13 (d) and 14(d) of the Act) becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly
or indirectly, of more than fifty (50%) percent of the aggregate voting
power of all the capital stock of the Company normally entitled to vote
in the election of directors or (ii) during any period of two
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consecutive calendar years individuals who at the beginning of such
period constituted the Board (together with any new directors whose
election by the Board or whose nomination for election by the Company's
stockholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination was previously
so approved) cease for any reason to constitute a majority of the
directors then in office.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a committee of the Board designated to administer
the Plan which shall consist solely of two or more members of the Board
who are "disinterested" within the meaning of Rule 16b-3 under the Act
and "outside directors" within the meaning of Section 162(m) of the
Code.
(g) "Company" means Reinhold Industries, Inc., a Delaware corporation,
as successor-in-interest to Keene Corporation.
(h) "Disability" means that, for a period of six (6) consecutive
months, an individual is unable to engage in any substantial activity
required by his employment by reason of any medically determinable,
physical or mental impairment, which, in the opinion of qualified
physicians, is likely to continue for an indefinite period or result in
the death of the individual within the near future.
(i) "Eligible Employee" means any key employee designated by the
Committee as eligible to participate in the Plan pursuant to Section
3.1 hereof.
(j) "Employee Option" means an Option granted to an Eligible Employee
pursuant to Section 6.
(k) "Fair Market Value" means the mean of the high and low prices at
which the Stock is reported to have traded on the relevant date as
reported on the NASDAQ Electronic Interdealer Quotation System ("NASDAQ
System"); and if there is no trade on the relevant date, the Fair
Market Value shall mean the mean of the low asked and high bid prices
on that date as reported on the NASDAQ System. If the principal market
for the Stock shall become a national securities exchange then the fair
market value shall mean the mean of the high and low prices at which
the Stock is reported to have traded on the relevant date; and if there
is no trade on the relevant date, the Fair Market Value shall mean the
mean of the low asked and high bid prices on that date. If no Fair
Market Value has been established in accordance with the foregoing,
Fair Market Value shall be the value established by the Board in good
faith and, in the case of an Incentive Stock Option, in accordance with
Section 422 of the Code.
(l) "Option" means the right to purchase Stock at a stated price for a
specified period of time. For purposes of the Plan, an Option may be
either (i) an "incentive stock option" within the meaning of Section
422 of the Code or (ii) a "nonstatutory stock option."
(m) "Option Agreement" means the agreement evidencing the grant of an
Option as described in Subsection 6.2.
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(n) "Option Price" means the price at which Stock may be purchased
pursuant to an Option.
(o) "Optionee" means a person to whom an Option has been granted under
the Plan.
(p) "Participant" means an Eligible Employee who has been granted and,
at the time of reference, holds an Option or share of Restricted Stock.
(q) "Period of Restriction" means the period during which shares of
Restricted Stock are subject to restrictions pursuant to Section 9 of
the Plan.
(r) "Restricted Stock" means Stock granted to an Eligible Employee
pursuant to Section 9 of the Plan.
(s) "Retirement" means the termination of employment with the Company
or any Subsidiary by reason of the attainment of the age which the
Company, by policy or otherwise, has established as the age at which
salaried employees may or shall be required to terminate their
employment and receive retirement benefits.
(t) "Stock" means the Class A New Common Stock of the Company, par
value $0.01 per share.
(u) "Stock Appreciation Right" means the right to receive the increase
in the value of Stock subject to an Option in lieu of purchasing such
Stock.
(v) "Subsidiary" means any present or future subsidiary of the Company,
as defined in Section 424(f) of the Code.
2.2. Number. Except when otherwise indicated by the context, the
singular shall include the plural, and the plural shall include the singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION
3.1. Eligibility and Participation. Eligible Employees in the Plan
shall be selected by the Committee from among those officers and other key
employees of the Company and its Subsidiaries who, in the opinion of the
Committee, are in a position to contribute materially to the Company's continued
growth and development and to its long-term financial success.
SECTION 4. STOCK SUBJECT TO PLAN
4.1. Number. The total number of shares of Stock subject to issuance
under the Plan may not exceed 100,000 subject to adjustment upon occurrence of
any of the events indicated in Subsection 4.5. The maximum number of shares of
Stock with respect to which Options or Stock Appreciation Rights may be granted
to any Eligible Employee during the term of the Plan cannot exceed 10,000. The
shares to be delivered under the Plan may consist, in whole or in part, of
authorized but unissued Stock or treasury Stock, not reserved for any other
purpose.
4.2. Unused Stock; Unexercised Rights. In the event any shares of Stock
are subject to an Option, which for any reason, expires or is terminated
unexercised as to such shares, or any shares of Stock subject to a Restricted
Stock grant made under the Plan are reacquired by the Company pursuant to
Section 9 of the Plan, such shares again shall become available for issuance
under the Plan.
<PAGE>
4.3. Exercise of Stock Appreciation Right. Whenever a Stock
Appreciation Right, other than a Stock Appreciation Right described in Section
8.1(a)(ii), is exercised and payment of the amount determined in Subsection
8.l(b) is made in cash, the shares of Stock allocable to the portion of the
Option surrendered may again be the subject of Options or Restricted Stock
hereunder. Whenever a Stock Appreciation Right is exercised and payment of the
amount determined in Subsection 8.1(b) is made in shares of Stock or any Stock
Appreciation Right described in Section 8.1(a)(ii) is exercised, no shares of
Stock with respect to which the Stock Appreciation Right is exercised may again
be the subject of Options or Restricted Stock hereunder.
4.4. Restricted Stock. Whenever any shares of Stock granted to an
Eligible Employee are forfeited pursuant to Section 9 herein, such shares may
again be the subject of Options or Restricted Stock hereunder, but only if the
Participant had not been paid any dividend or received any other benefit of
ownership of such forfeited shares.
4.5. Adjustment in Capitalization.
(a) In the event of a Change in Capitalization, the Committee shall
conclusively determine the appropriate adjustments, if any, to the (i)
maximum number and class of shares of Stock or other securities with
respect to which Options or Restricted Stock may be granted under the
Plan; (ii) the number and class of shares of Stock or other securities
which are subject to outstanding Options or Restricted Stock granted
under the Plan, and the purchase price therefor, if applicable; and
(iii) the maximum number of shares of Stock or other securities with
respect to which Options or Stock Appreciation Rights may be granted to
any Eligible Employee during the term of the Plan.
(b) Any such adjustment in the shares of Stock or other securities
subject to outstanding incentive stock options (including any
adjustments in the purchase price) shall be made in such manner as not
to constitute a modification as defined by Section 424(h)(3) of the
Code and only to the extent otherwise permitted by Sections 422 and 424
of the Code.
(c) If, by reason of a Change in Capitalization, a grantee of
Restricted Stock shall be entitled to, or an Optionee shall be entitled
to exercise an Option with respect to, new, additional or different
shares of stock or securities, such new additional or different shares
shall thereupon be subject to all of the conditions, restrictions and
performance criteria which were applicable to the Restricted Stock or
shares of Stock subject to the Option, as the case may be, prior to
such Change in Capitalization.
SECTION 5. DURATION OF PLAN
5.1. Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Subsection 12.3 hereof,
until all Stock subject to it shall have been purchased or acquired pursuant to
the provisions hereof. Notwithstanding the foregoing, no Option or Restricted
Stock may be granted under the Plan on or after the tenth anniversary of the
Consummation Date.
<PAGE>
SECTION 6. OPTION GRANTS FOR ELIGIBLE EMPLOYEES
6.1. Grant of Employee Options. Subject to the provisions of Sections 4
and 5, Employee Options may be granted to Eligible Employees at any time and
from time to time as shall be determined by the Committee. The Committee shall
have complete discretion consistent with the terms of the Plan in determining
whether to grant Employee Options and the number of Options granted to each
Eligible Employee. The Committee also shall determine whether an Employee Option
is to be an incentive stock option within the meaning of Section 422 of the Code
or a nonstatutory stock option. Nothing in this Section 6 of the Plan shall be
deemed to prevent the grant of nonstatutory stock options in excess of the
maximum established by Section 422 of the Code.
6.2. Option Agreement. Each Employee Option shall be evidenced by an
Option Agreement that shall specify the type of Option granted, the Option
Price, the duration of the Option, the number of shares of Stock to which the
Option pertains and such other provisions as the Committee shall determine.
6.3. Option Price. The Option Price for each Employee Option shall be
determined by, or in the manner specified by, the Committee; provided, however,
that no Employee Option shall have an Option Price that is less than the Fair
Market Value of the Stock on the date the Option is granted (110% of Fair Market
Value in the case of an incentive stock option granted to any person who, within
the meaning of Section 422 of the Code, owns stock possessing more than ten
(10%) percent of the total combined voting power of all classes of stock of the
Company or any Subsidiary (a "Ten Percent Stockholder")).
6.4. Duration of Employee Options. Each Employee Option shall expire at
such time as the Committee shall determine at the time it is granted; provided,
however, that no Employee Option shall be exercisable later than the tenth
anniversary date of its grant (the fifth anniversary in the case of an incentive
stock option granted to a Ten Percent Stockholder).
6.5. Exercise of Employee Options; Vesting. Employee Options granted
under the Plan shall be exercisable at such times and be subject to such vesting
schedules, restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for all Eligible Employees; provided,
however, that in no event shall a Participant's rights to exercise such Options
vest more rapidly than 33 1/3% annually, beginning on the first anniversary date
following the granting of such Option.
SECTION 7. TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS
7.1. Payment. The Option Price shall be payable to the Company in full
upon exercise of an Option either (i) in cash or its equivalent, or (ii) at the
discretion of the Committee, by tendering shares of Stock held by the Optionee
for more than six (6) months having a Fair Market Value at the time of exercise
equal to the Option Price or (iii) by a combination of (i) and (ii). The
proceeds from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes.
7.2. Restrictions on Stock Transferability. The Committee may impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
<PAGE>
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under requirements of any
stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.
7.3. Termination of Employment Due to Retirement or Voluntary or
Involuntary Separation. The Committee may provide in the Option Agreement that
(i) in the event the employment of the Optionee is terminated by reason of
Retirement, any outstanding Options granted to the Optionee which are then
exercisable shall continue to be exercisable at any time prior to the earlier of
the expiration date of the Options and one year after the date of termination,
or (ii) in the event that the employment of the Optionee is terminated for any
reason other than Retirement, death, Disability or Cause (as defined in Section
7.5), any outstanding options granted to the Optionee which are then exercisable
may continue to be exercisable until the earlier of the expiration date of such
Options and three months after the date of termination. Any Options not
exercisable upon Retirement or other termination except due to death or
Disability shall terminate immediately.
7.4. Termination of Employment Due to Death or Disability. The
Committee may provide in the Option Agreement that in the event the employment
of the Optionee is terminated by reason of death or Disability, the rights under
any then outstanding Option granted to the Optionee pursuant to the Plan shall
become fully exercisable until the earlier of the expiration date of the Option
and one (1) year after the date of such termination, subject to such exceptions
(which shall be set forth in the Option Agreement) as the Committee may, in its
sole discretion, approve.
7.5. Termination of Employment for Cause. Notwithstanding anything to
the contrary herein, if the employment of the Optionee shall terminate for Cause
(as defined herein), any then outstanding Option granted pursuant to the Plan to
the Optionee shall terminate immediately; provided, however, that the Committee
may waive, in whole or in part, the automatic forfeiture of such Employee
Options and may set forth such waiver or condition in the Option Agreement or at
any other time, including following the termination of employment. For purposes
of this Plan, "Cause" means the Optionee's knowingly or recklessly causing
material injury to the Company, the Optionee's willful misconduct in the
performance of (or failure to perform) his duties hereunder, or the Optionee's
dishonest, fraudulent or unlawful behavior involving moral turpitude whether or
not in connection with his employment.
7.6. Non-transferability and Exercisability of Options. No Option
granted under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution. Further, all Options granted to an Optionee under the Plan shall
be exercisable during his lifetime only by such Optionee. Notwithstanding any
provision of the Plan to the contrary, no Option shall be exercisable prior to
the time a registration statement under the Securities Act of 1933 is effective
with respect to the shares of Stock issuable upon the exercise of such Option.
SECTION 8. STOCK APPRECIATION RIGHTS
8.1. Stock Appreciation Rights. The Committee may, in its discretion,
in connection with the grant of an Employee Option, grant to the Optionee Stock
Appreciation Rights, the terms and conditions of which shall be set forth in an
agreement as determined by the Committee. A Stock Appreciation Right shall cover
the same shares of Stock covered by the Option (or such lesser number of shares
<PAGE>
of Stock as the Committee may determine) and shall, except as provided in this
Section 8, be subject to the same terms and conditions as the related Option.
Stock Appreciation Rights shall be subject to the following terms and
provisions:
(a) A Stock Appreciation Right may be granted:
(i) either at the time of grant, or at any time thereafter during the
term of the Option if related to a nonstatutory stock option; or
(ii) only at the time of grant if related to an incentive stock option.
(b) A Stock Appreciation Right will entitle the holder of the related
Option, upon exercise of the Stock Appreciation Right, to surrender
such Option, or any portion thereof to the extent unexercised, and to
receive payment of an amount determined by multiplying (i) the excess
of the Fair Market Value of a share of Stock on the date of exercise of
such Stock Appreciation Right over the purchase price of a share of
Stock under the related Option, by (ii) the number of shares as to
which such Stock Appreciation Right has been exercised. Notwithstanding
the foregoing, the Committee may limit in any manner the amount payable
with respect to any Stock Appreciation Right by including such a limit
in the agreement evidencing the Stock Appreciation Right at the time it
is granted.
(c) A Stock Appreciation Right will be exercisable at such time or
times and only to the extent that a related Option is exercisable, and
will not be transferable except to the extent that such related Option
may be transferable. A Stock Appreciation Right granted in connection
with an incentive stock option shall be exercisable only if the Fair
Market Value of a share of Stock on the date of exercise exceeds the
purchase price of a share of Stock specified in the related Option.
(d) Upon the exercise of a Stock Appreciation Right, the related Option
shall be canceled to the extent of the number of shares of Stock as to
which the Stock Appreciation Right is exercised, and upon the exercise
of an Option granted in connection with a Stock Appreciation Right, the
Stock Appreciation Right shall be canceled to the extent of the number
of shares of Stock as to which the Option is exercised or surrendered.
(e) Stock Appreciation Rights shall be exercised by an Optionee only by
a written notice delivered in person or by mail to the Secretary of the
Company at the Company's principal executive office, specifying the
number of shares of Stock with respect to which the Stock Appreciation
Right is being exercised. If requested by the Committee, the Optionee
shall deliver the agreement evidencing the Stock Appreciation Right
being exercised and the agreement evidencing any related Option to the
Secretary of the Company who shall endorse thereon a notation of such
exercise and return such agreement to the Optionee.
(f) Payment of the amount determined under Section 8.1(b) may be made
by the Company in the discretion of the Committee, solely in whole
shares of Stock in a number determined at their Fair Market Value on
the date preceding the date of exercise of the Stock Appreciation
<PAGE>
Right, or solely in cash, or in a combination of cash and Stock. If the
Committee decides to make full payment in Stock and the amount payable
results in a fractional share, payment for the fractional share will be
made in cash. Notwithstanding the foregoing, no payment in the form of
cash may be made upon the exercise of a Stock Appreciation Right to an
officer of the Company or a Subsidiary who is subject to Section 16 of
the Exchange Act, unless the exercise of such Stock Appreciation Right
is made either (i) during the period beginning on the third business
day and ending on the twelfth business day following the date of
release for publication of the Company's quarterly or annual statements
of sales and earnings or (ii) pursuant to an irrevocable election to
receive cash made at least six (6) months prior to the exercise of such
Stock Appreciation Right.
(g) No Stock Appreciation Right may be exercised before the date six
(6) months after the date it is granted.
(h) Subject to the terms of the Plan, the Committee may modify
outstanding awards of Stock Appreciation Rights or accept the surrender
of outstanding awards of Stock Appreciation Rights (to the extent not
exercised) and grant new awards in substitution for them.
Notwithstanding the foregoing, no modification of an award of Stock
Appreciation Rights shall adversely alter or impair any rights or
obligations under the agreement granting such Stock Appreciation Rights
without the Optionee's consent.
SECTION 9. RESTRICTED STOCK
9.1. Grant of Restricted Stock; Vesting. Subject to the provisions of
Sections 4 and 5, the Committee, at any time and from time to time, may grant
shares of Restricted Stock under the Plan to such Eligible Employees and in such
amounts as it shall determine in its sole discretion. Each grant of Restricted
Stock shall be made pursuant to a written agreement which shall contain such
restrictions, terms and conditions as the Committee may determine in its
discretion. Restrictions upon shares of Restricted Stock shall lapse at such
time or times and on such terms and conditions as the Committee may determine;
provided, however, that in no event shall such restrictions on vesting lapse at
rate more rapidly, on an annual basis, than 33 1/3% of the number of shares such
Restricted Stock subject to such grant beginning on the first anniversary date
following the grant of such Restricted Stock.
9.2. Transferability. Except as provided in this Section 9, the shares
of Restricted Stock granted hereunder may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated for such period of time as shall
be determined by the Committee and shall be specified in the Restricted Stock
grant, or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Restricted Stock grant;
provided, however, that Restricted Stock granted to officers, directors or any
person who owns, directly or indirectly, more than ten (10%) percent of any
class of equity security of the Company which is registered pursuant to Section
13 of the Act may not be sold for at least six (6) months after the date of
grant.
9.3. Other Restrictions. The Committee may impose such other
restrictions on any shares of Restricted Stock granted to any Eligible Employee
pursuant to the Plan as it may deem advisable including, without limitation,
restrictions under applicable federal or state securities laws, and may legend
the certificates representing Restricted Stock to give appropriate notice of
such restrictions.
<PAGE>
9.4. Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 9.3 hereof, each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:
"The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer set forth in the Reinhold
Industries, Inc. Stock Incentive Plan, rules of administration adopted
pursuant to such Plan and a Restricted Stock grant dated. A copy of the
Plan, such rules and such Restricted Stock grant may be obtained from
the Secretary of Reinhold Industries, Inc."
9.5. Removal of Restrictions. Except as otherwise provided in this
Section 9, shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Eligible Employee
after the last day of the Period of Restriction. Once the shares are released
from the restrictions, the Eligible Employee shall be entitled to have the
legend required by Subsection 9.4 removed from his or her Stock certificate.
9.6. Voting Rights. During the Period of Restriction, Eligible
Employees holding shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those shares.
9.7. Dividends and Other Distributions. During the Period of
Restriction, Eligible Employees holding shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and other distributions
paid with respect to those shares while they are so held. If any such dividends
or distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.
SECTION 10. BENEFICIARY DESIGNATION
10.1. Beneficiary Designation. Subject to Subsections 7.6 and 9.2, each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of the Participant's death before
he or she receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing
with the Committee during the lifetime of the Participant. In the absence of any
such designation, benefits remaining unpaid at the Participant's death shall be
paid to the estate of the Participant.
SECTION 11. RIGHTS OF EMPLOYEES
11.1. Employment. The selection of any person to receive an Option,
Stock Appreciation Right or Restricted Stock hereunder shall not interfere with
or limit in any way the right of the Company or any Subsidiary to terminate such
Participant's employment at any time and shall not give such Participant any
right to continue as an employee of the Company or any Subsidiary.
<PAGE>
11.2. Participation. No employee shall have a right to be selected as
an Eligible Employee or, having been so selected, to be selected again as an
Optionee or recipient of Restricted Stock. Each grant of Options or Restricted
Stock hereunder shall be separate and distinct from every other grant and shall
not be construed either to give or deny the grantee the right to be granted
additional benefits under the Plan.
11.3. Plan Not Exclusive. The Plan is not exclusive. The Company may
have other plans, programs and arrangements for the grant of options, the
issuance of shares or other compensation. The Plan does not require that any
Optionee or holder of Restricted Stock participate, or be precluded from
participation, in such other plans, programs and arrangements.
SECTION 12. ADMINISTRATION; POWERS AND DUTIES OF THE COMMITTEE
12.1. Administration. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Company, and to
make all other determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the express provisions of the
Plan. Determinations, interpretations, or other actions made or taken by the
Committee pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever. No member of the
Committee shall be personally liable for any action, determination or
interpretation made or taken with respect to the Plan and all members of the
Committee shall be fully indemnified by the Company with respect to any such
action, determination or interpretation.
12.2. Change in Control. Without limiting the authority of the
Committee as provided herein, the Committee, either at the time Employee Options
or shares of Restricted Stock are granted, or, if so provided in the applicable
Option Agreement or Restricted Stock grant, at any time thereafter, shall [have
the authority to accelerate in whole or in part the exercisability of Employee
Options and/or the last day of the Period of Restriction upon a Change in
Control. The Option Agreements and Restricted Stock grants approved by the
Committee may contain provisions whereby, in the event of a Change in Control,
the acceleration of the exercisability of Employee Options and/or the last day
of the Period of Restriction may be automatic or may be subject to the
discretion of the Committee or may depend upon whether the Change in Control
shall be approved by a majority of the members of the Board or such other
criteria as the Committee may specify. Nothing herein shall obligate the
Committee to take any action upon a Change in Control.
12.3. Amendment, Modification and Termination of Plan. The Board may at
any time terminate, and from time to time may amend or modify the Plan;
provided, however, that no such action of the Board, without approval of the
stockholders, may:
(a) Increase the total amount of Stock which may be issued under the
Plan, except as provided in Subsection 4.5 of the Plan.
(b) Materially increase the cost of the Plan or materially increase the
benefits to Participants.
<PAGE>
(c) Extend the period during which Options or Restricted Stock may be
granted.
(d) Extend the maximum period after the date of grant during which
Options may be exercised.
(e) Change the class of individuals eligible to receive Options or
Restricted Stock.
Any amendment which requires stockholder approval in order for the
Plan to continue to comply with Rule 16b-3 of the Act or any other law,
regulation or stock exchange requirement shall not be effective unless approved
by the requisite vote of stockholders. No amendment, modification or termination
of the Plan shall in any manner adversely affect any Options or Restricted Stock
theretofore granted to any Participant under the Plan, without the consent of
that Participant.
12.4. Interpretation. Unless otherwise expressly stated in the
agreement governing, any grant of Options, Stock Appreciation Rights and
Restricted Stock, such grant, as the case may be, is intended to be compensation
within the meaning of Section 162(m)(4)(C) of the Code. The Committee shall not
be entitled to exercise any discretion otherwise authorized hereunder with
respect to such Options if the ability to exercise such discretion or the
exercise of such discretion itself would cause the compensation attributable to
such Options to fail to qualify as such compensation.
SECTION 13. TAX WITHHOLDING
13.1. Tax Withholding. (a) At such times as an Eligible Employee
recognizes taxable income in connection with the receipt of shares or cash
hereunder (a "Taxable Event"), the Eligible Employee shall pay to the Company an
amount equal to the federal, state and local income taxes and other amounts as
may be required by law to be withheld by the Company in connection with the
Taxable Event (the "Withholding Taxes") prior to the issuance, or release from
escrow, of such shares or the payment of such cash. The Company shall have the
right to deduct from any payment of cash to an Eligible Employee an amount equal
to the Withholding Taxes in satisfaction of the obligation to pay Withholding
Taxes. In satisfaction of his obligation to pay Withholding Taxes to the
Company, the Eligible Employee may make a written election (the "Tax Election"),
which may be accepted or rejected in the discretion of the Committee, to have
withheld a portion of the shares of Stock then issuable to him having an
aggregate Fair Market Value, on the date preceding the date of such issuance,
equal to the Withholding Taxes, provided that in respect of an Eligible Employee
who may be subject to liability under Section 16(b) of the Exchange Act either:
(i) the Tax Election is made at least six (6) months prior to the date of the
Taxable Event and the Tax Election is irrevocable with respect to all Taxable
Events of a similar nature occurring prior to the expiration of six (6) months
following a revocation of the Tax Election; or (ii) in the case of the exercise
of an Option (A) the Optionee makes the Tax Election at least six (6) months
after the date the Option was granted, (B) the Option is exercised during the
ten (10) day period beginning on the third business day and ending on the
twelfth business day following the release for publication of the Company's
quarterly or annual statement of sales and earnings (a "Window Period") and (C)
the Tax Election is made during the Window Period in which the related Option is
exercised or prior to such Window Period and subsequent to the immediately
preceding Window Period; or (iii) in the case of a Taxable Event relating to the
grant of shares of Restricted Stock (A) the Eligible Employee makes the Tax
<PAGE>
Election at least six (6) months after the date such stock was granted and (B)
the Tax Election is made (x) in the case of a Taxable Event occurring within a
Window Period, during the Window Period in which the Taxable Event occurs, or
(y) in the case of a Taxable Event not occurring within a Window Period, during
the Window Period immediately preceding the Taxable Event relating to such
Restricted Stock. Notwithstanding the foregoing, the Committee may, by the
adoption of rules or otherwise, (i) modify the provisions of this Section 13.1
or impose such other restrictions or limitations on Tax Elections as may be
necessary to ensure that the Tax Elections will be exempt transactions under
Section 16(b) of the Exchange Act, and (ii) permit Tax Elections to be made at
such other times and subject to such other conditions as the Committee
determines will constitute exempt transactions under Section 16(b) of the Act.
SECTION 14. REQUIREMENTS OF LAW
14.1. Requirements of Law. The granting of Options or Restricted Stock,
and the issuance of shares of Stock upon the exercise of an Option shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.
14.2. Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of New York
without giving effect to the choice of law principles thereof, except to the
extent that such law is preempted by federal law.
<PAGE>
EXHIBIT 5.1
Law Offices of
PETILLON & HANSEN
A Partnership of Professional Corporations
1260 Union Bank Tower
21515 Hawthorne Boulevard
Torrance, California 90503
Telephone (310) 543 - 0500
Facsimile (310) 543 - 0550
November 10, 1997
Reinhold Industries, Inc.
12827 E. Imperial Highway
Santa Fe Springs, CA 90670-4713
RE: Registration Statement on Form S-8
Stock Incentive Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by Reinhold
Industries, Inc., a Delaware corporation (the "Company") with the Securities and
Exchange Commission in connection with the registration by the Company of
100,000 shares (the "Shares") of its Class A New Common Stock, $.01 par value,
reserved for issuance under the Company's Stock Incentive Plan (the "Plan"). We
advise you that, in our opinion, upon completion of the actions contemplated by
us as your counsel to be taken by you prior to the issuance of the Shares
pursuant to the Registration Statement and the Plan, and upon completion of the
actions to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares will be validly
issued, fully paid and nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Petillon & Hansen
PETILLON & HANSEN
<PAGE>
EXHIBIT 23.2
Consent of Independent Accountants
The Board of Directors
Reinhold Industries, Inc.:
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Reinhold Industries, Inc. for the registration of
100,000 shares of its common stock of our report dated January 17, 1997, on our
audits of the financial statements of Reinhold Industries, Inc. as of December
31, 1996 and for the year ended December 31, 1995, the period from January 1,
1996 through July 31, 1996 (the Predecessor Company), and for the period from
August 1, 1996 through December 31, 1996 (the Reorganized Company), included in
Reinhold Industries, Inc.'s 1996 Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1934.
Los Angeles, California
November 10, 1997
/S/ KPMG Peat Marwick LLP
