Registration No. 333-
As Filed with the Securities and Exchange Commission on May 27, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDUSTRIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
76-0289495
(I.R.S. Employer Identification No.)
7135 ARDMORE
HOUSTON, TEXAS 77054
(713) 747-1025
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
INDUSTRIAL HOLDINGS, INC. 1994 AMENDED AND RESTATED INCENTIVE STOCK PLAN
INDUSTRIAL HOLDINGS, INC. 1995 AMENDED AND RESTATED NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
(Full Title of Plans)
ROBERT E. CONE
INDUSTRIAL HOLDINGS, INC.
7135 ARDMORE
HOUSTON, TEXAS 77054
(713) 747-1025
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE (2)
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 670,000 $10.50 $7,035,000 $2,425.88
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the Plans referenced above.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis
of the closing price per share of Common Stock, as reported by the
Nasdaq Stock Market, Inc. on May 21, 1997. Pursuant to General
Instruction E. to Form S-8, the registration fee is calculated only with
respect to the additional securities registered under the Plan.
<PAGE>
This registration statement registers additional securities related to
the Industrial Holdings, Inc. 1994 Amended and Restated Incentive Stock Plan
(the "Employee Plan") and the Industrial Holdings, Inc. 1995 Amended and
Restated Non Employee Director Stock Option Plan (the "Director Plan") of the
same class as other securities for which a registration statement on Form S-8,
no. 33-68354 (the "Previous Registration Statement"), has been previously filed.
The Previous Registration Statement covered an aggregate of 300,000 shares of
Common Stock, and this registration statement increases the shares covered by
the Employee Plan and the Director Plan by 500,000 shares and 170,000 shares,
respectively. Pursuant to General Instruction E. of Form S-8, the contents of
the Previous Registration statement are hereby incorporated by reference.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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5.1 Opinion of Porter & Hedges, L.L.P.
24.1 Consent of Price Waterhouse LLP
24.2 Consent of Simonton, Kutac and Barnidge, L.L.P.
24.3 Consent of KPMG Peat Marwick LLP
24.4 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 opinion).
25.1 Power of Attorney (included as part of the signature page of this
Registration Statement)
2
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POWER OF ATTORNEY
Each of the undersigned hereby appoints Robert E. Cone and Christine A.
Smith and each of them (with full power to act alone), as attorney 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.
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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on May 23, 1997.
INDUSTRIAL HOLDINGS, INC.
By: S/ CHRISTINE A. SMITH
Christine A. Smith,
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 indicated on May 23, 1997.
SIGNATURE TITLE
S/ ROBERT E. CONE Chairman of the Board of Directors, President and
Robert E. Cone Chief Executive Officer (Principal Executive Officer)
S/ JAMES H. BROCK, JR. Executive Vice-President, Director
James H. Brock, Jr.
S/ CHRISTINE A. SMITH Vice President and Chief Financial Officer (Principal
Christine A. Smith Financial Officer and Principal Accounting Officer)
S/ BARBARA S. SHULER Secretary, Director
Barbara S. Shuler
S/ JOHN P. MADDEN Director
John P. Madden
S/ JAMES W. KENNEY Director
James W. Kenney
3
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S/ CHARLES J. ANDERSON Director
Charles J. Anderson
S/ JOHN L. THOMPSON Director
John L. Thompson
4
EXHIBIT 5.1
May 23, 1997
Industrial Holdings, Inc.
7135 Ardmore
Houston, Texas 77054
Ladies and Gentlemen:
We have acted as counsel to Industrial Holdings, Inc., a Texas
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended. The Registration Statement relates to an aggregate of 670,000 shares
(the "Shares") of the Company common stock, par value $.01 per share. The Shares
are subject to issuance on the exercise of options granted, or to be granted, or
the vesting of shares of restricted stock or phantom stock granted and on the
granting of stock bonuses under the Company's 1994 Amended and Restated
Incentive Stock Plan and under the Company's 1995 Amended and Restated
Non-Employee Director Stock Option Plan (the "Plans").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinions expressed herein. In such examination, we have assumed the genuineness
of all signatures and the authenticity of all documents, instruments, records
and certificates submitted to us as originals.
Based on such examination and review and on representations made to us
by the officers and directors of the Company, we are of the opinion that the
Shares have been duly and validly authorized and will, on issuance and delivery
as contemplated in the Plans, be validly issued, fully paid and nonassessable
shares of the Company's capital stock.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Porter & Hedges, L.L.P.
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1997, which appeares on page
F-2 of Industrial Holdings, Inc., Annual Report on Form 10-K for the year ended
December 31, 1996.
PRICE WATERHOUSE LLP
Houston, Texas
May 23, 1997
Exhibit 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Current Report on Form 8-K of our report
dated January 31, 1997 relating to the consolidated balance sheet of LSS - Lone
Star - Houston, Inc. and Subsidiary as of December 31, 1996, and for the year
then ended, incorporated by reference in this Registration Statement.
Simonton, Kutac & Barnidge, L.L.P.
Houston, Texas
May 23, 1997
EXHIBIT 24.3
CONSENT OF KPMG PEAT MARWICK LLP
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
American Rivet Company, Inc.
We consent to the use of our report dated October 2, 1996, on the financial
statements of American Rivet Company, Inc. as of August 31, 1996 and 1995 and
for each of the years in the three-year period ended August 31, 1996 included
herein by reference in the Industrial Holdings, Inc. Registration Statement on
Form S-8.
KPMG Peat Marwick LLP
Chicago, Illinois
May 23, 1997
