<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1998
Registration Statement No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F 0 R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELAS CORPORATION OF AMERICA
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-1069060
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2034 Limekiln Pike
Dresher, Pennsylvania 19025
(215) 646-6600
---------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Non-Employee Directors' Stock Option Plan
-----------------------------------------
(Full title of the plan)
Robert W. Ross, Chief Financial Officer and Treasurer
Selas Corporation of America
2034 Limekiln Pike
Dresher, Pennsylvania 19025
---------------------------------------
(Name and address of agent for service)
(215) 646-6600
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Robert D. Denious, Esquire
Drinker Biddle & Reath LLP
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
($1.00 par value) 20,000 $9.5625 $191,250.00
- --------------------------------------------------------------------------------------------------------------------
5,000 $9.0625 $ 45,312.50
- --------------------------------------------------------------------------------------------------------------------
50,000 $7.0000 $135,000.00
- --------------------------------------------------------------------------------------------------------------------
TOTAL 75,000 $586,562.50 $164.00
====================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Plan in connection with share splits, share dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee. As to shares subject to outstanding but
unexercised options, the price and fee are computed based upon the
price at which such options may be exercised. As to the remaining
shares, the price and fee are computed based upon $7.00 per share,
the average of the highest and lowest selling prices of the Company's
Common Shares on October 26, 1998, as reported on the American Stock
Exchange Composite Transactions Tape.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Selas
Corporation of America (the "Registrant" or the "Company") with the Securities
and Exchange Commission (the "Commission"), are incorporated by reference into
this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year
ended December 31, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998;
(c) the Company's Current Report on Form 8-K filed with the
Commission on March 3, 1998;
(d) the description of the Company's common shares (the
"Common Shares") which is contained in Item 5 of its Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996 (which item was
included for the purpose of updating the description of the Company's
capital stock contained in its registration statement on Form 10, as
amended).
All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 2.09 of the Company's By-Laws requires the Company to
indemnify any person who was or is a party (other than a party plaintiff suing
in his own behalf or in the right of the Company) or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
including actions by or in the right of the Company, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving while a director
or officer of the Company at the request of the Company as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines, excise taxes and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding unless the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
The By-Laws also state that the indemnification provided for
therein is not exclusive of any other rights persons seeking indemnification
might have, including under any insurance arrangements. The directors and
officers of the Company are covered by insurance policies indemnifying them
against certain liabilities which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Selas Corporation of America Non-Employee Directors' Stock Option
Plan.
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5).
25 Powers of Attorney (See Signature Page).
Item 9. Undertakings
The undersigned Registrant hereby undertakes as follows:
-4-
<PAGE>
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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 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 (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 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.
(4) 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 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.
(5) 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 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 Dresher, Pennsylvania, on October 28, 1998.
SELAS CORPORATION OF AMERICA
By: /s/ Stephen F. Ryan
---------------------------------------------------
Stephen F. Ryan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Stephen F. Ryan and
Robert W. Ross, and each of them singly, 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 any and all amendments
(including post-effective 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 or 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 or his substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen F. Ryan Director, Chief Executive Officer and President October 28, 1998
------------------------------ (Principal Executive Officer)
Stephen F. Ryan
/s/ Robert W. Ross Chief Financial Officer October 28, 1998
------------------------------ and Treasurer (Principal
Robert W. Ross Financial and Accounting Officer)
/s/ John H. Austin, Jr. Director October 28, 1998
------------------------------
John H. Austin, Jr.
/s/ Frederick L. Bissinger Director October 28, 1998
------------------------------
Frederick L. Bissinger
/s/ Roy C. Carriker Director October 28, 1998
------------------------------
Roy C. Carriker
/s/ Mark S. Gorder Director October 28, 1998
------------------------------
Mark S. Gorder
/s/ Michael J. McKenna Director October 28, 1998
------------------------------
Michael J. McKenna
/s/ Ralph R. Whitney, Jr. Director October 28, 1998
------------------------------
Ralph R. Whitney, Jr.
</TABLE>
-6-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
4 Selas Corporation of America 8
Non-Employee Directors' Stock Option Plan
5 Opinion of Drinker Biddle & Reath LLP 16
23.1 Consent of KPMG Peat Marwick LLP 18
-7-
<PAGE>
EXHIBIT 4
SELAS CORPORATION OF AMERICA
NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
1. Purpose. This Non-Employee Directors' Stock Option Plan (the "Plan")
is intended to provide a means whereby Selas Corporation of America ("Selas")
may, through the grant to Non-Employee Directors (as defined in Section 3) of
nonqualified stock options ("Options") to acquire Common Shares, par value $1.00
per share, of Selas ("Shares"), attract and retain capable independent directors
and motivate such independent directors to promote the best interests of Selas
and its subsidiaries.
As used in the Plan, the term "subsidiary" means any corporation
(whether or not in existence at the time the Plan is adopted) which is a
subsidiary of Selas under the definition of "subsidiary corporation" contained
in section 424(f) of the Internal Revenue Code of 1986, as amended ("Code"), or
any similar provision hereafter enacted. The term "nonqualified stock options"
means Options which do not qualify as incentive stock options within the meaning
of section 422 of the Code.
2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of Selas (the "Committee"), which shall
consist of not less than two directors of Selas. Committee members shall be
appointed by, and shall serve at the pleasure of, the Board of Directors of
Selas ("Board"). Each member of the Committee, while serving as such, shall be
deemed to be acting in his or her capacity as a director of Selas.
The Committee shall have full authority, subject to the terms of the
Plan, to interpret the Plan. Subject to the terms of the Plan, the Committee may
correct any defect, supply any omission, and reconcile any inconsistency in this
Plan and in any Option granted hereunder in the manner and to the extent it
shall deem desirable. The Committee also shall have the authority to establish
such rules and regulations, not inconsistent with the provisions of the Plan,
for the proper administration of the Plan, and to amend, modify, or rescind any
such rules and regulations, and to make such determinations and interpretations
under, or in connection with, the Plan, as it deems necessary or advisable. All
such rules, regulations, determinations, and interpretations shall be binding
and conclusive upon Selas, its shareholders, and all Non-Employee Directors
(including former Non-Employee Directors), upon their respective legal
representatives, beneficiaries, successors, and assigns, and upon all other
persons claiming under or through any of them. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted hereunder.
3. Eligibility. The persons who shall be eligible to receive Options
under the Plan (the "Non-Employee Directors") shall be those directors of Selas
who:
(a) Are not employees of Selas or any subsidiary; and
-8-
<PAGE>
(b) Have not been employees of Selas or any subsidiary during the
immediately preceding 12-month period.
4. Shares Subject to the Plan. Subject to adjustment as provided in
Section 8 hereof, 75,000 Shares shall be available for the grant of Options
under the Plan, which Shares may be authorized but unissued Shares or reacquired
Shares, as Selas shall determine.
If any Option granted under the Plan expires or otherwise terminates,
in whole or in part, for any reason whatever (including, without limitation, the
Non-Employee Director's surrender thereof) without having been exercised, the
Shares subject to the unexercised portion of such Option shall be available for
the granting of Options under the Plan as fully as if such Shares had never been
subject to an Option.
5. Grants of Options. An Option to acquire 5,000 Shares (as adjusted
pursuant to Section 8) shall automatically be granted:
(a) on April 22, 1998 (the "Effective Date"), to each person who is
a Non-Employee Director as of the close of business on the Effective
Date; and
(b) to a person who was not a Non-Employee Director on the Effective
Date, on the date after the Effective Date he or she becomes a
Non-Employee Director, whether by reason of his or her subsequent
election by shareholders or appointment by the Board to be a director,
or, if applicable, the expiration of the 12-month period specified in
Section 3(b) with respect to a present or future director who had
previously been an employee of Selas or any subsidiary; provided that
if a Non-Employee Director who previously received a grant of an Option
under this Plan terminates service as a director and is subsequently
elected or appointed to the Board again, such director shall not be
eligible to receive any additional grant of Options under this Plan.
6. Terms and Conditions of Options. Options granted pursuant to the
Plan shall be subject to the following terms and conditions:
(a) Number of Shares. The number of Shares to which an Option
pertains shall be the number provided by Section 5 on the date of grant
of such Option (subject to adjustment pursuant to Section 8).
(b) Price. The option exercise price per share under each Option
granted under the Plan shall be the greater of 100% of the fair market
value of the Shares, or the par value thereof, on the date such Option
is granted. The fair market value of a Share on any day shall mean (i)
the mean between the highest and lowest selling prices of a Share on
the date of grant, as quoted by the American Stock Exchange Composite
Transactions Tape, or if not available or if the primary market for the
Shares shall not be the American Stock Exchange, (ii) fair market value
determined by using such other method as shall be permitted by the Code
for the pricing of incentive stock options, or the rules or regulations
thereunder, and adopted by the Committee from time to time.
-9-
<PAGE>
(c) Subject to earlier termination as provided in subsections (e),
(f), and (g) below and in Section 8 hereof, the term of each Option
shall be ten years from the date of grant.
(d) Exercise. Options shall be exercisable in installments
commencing one year after the date of grant in accordance with the
following schedule:
Years After Exercisable
Date of Grant Portion
------------- -----------
1 33-1/3%
2 66-2/3%
3 100%
Except as otherwise provided in subsections (e), (f) and (g) below,
Options shall only be exercisable by a Non-Employee Director while he
or she remains a director of Selas. Subject to subsections (e), (f) and
(g) below, any Shares the right to the purchase of which has accrued
under an Option may be purchased at any time up to the expiration or
termination of the Option. Options may be exercised, in whole or in
part, from time to time by giving written notice of exercise to Selas
at its principal office, specifying the number of Shares to be
purchased and accompanied by payment in full of the aggregate price for
such Shares. Only full Shares shall be delivered, and any fractional
Share which might otherwise be deliverable upon exercise of an Option
granted hereunder shall be forfeited.
The option exercise price shall be payable in cash or its equivalent.
(e) Expiration of Term or Removal of Non-Employee Director as
Director. If a Non-Employee Director's service as a director of Selas
terminates prior to the expiration of the original term of the
Non-Employee Director's Option ("Expiration Date") for any reason (such
as, without limitation, failure to be re-elected by the shareholders)
other than those set forth in subsections (f) and (g) below, such
Option may be exercised by the Non-Employee Director, to the extent of
the number of Shares with respect to which the Non-Employee Director
could have exercised it on the date of such termination of service as a
director, at any time prior to the earlier of: (i) the Expiration Date
of such Option, or (ii) the date three months after the date of such
termination of service as a director.
(f) Disability of Non-Employee Director. If a Non-Employee Director
shall become disabled (within the meaning of section 22(e)(3) of the
Code) during the period in which he or she is a director of Selas and,
prior to the Expiration Date of the Non-Employee Director's Option, his
or her position as a director of Selas is terminated as a consequence
of such disability, such Option may be exercised, to the extent of the
number of Shares with respect to which the Non-Employee Director could
have exercised it on the date he or she ceased to be a director, by the
Non-Employee Director at any time prior to the earlier of: (i) the
Expiration Date of such Option, or (ii) one year after the date on
-10-
<PAGE>
which the Non-Employee Director ceases to be a director of Selas by
reason of disability. In the event of the Non-Employee Director's legal
disability, such Option may be so exercised by the Non-Employee
Director's legal representative.
(g) Death of Non-Employee Director. If a Non-Employee Director
ceases to be a director of Selas by reason of his or her death prior to
the Expiration Date of the Non-Employee Director's Option, or if a
Non-Employee Director who ceases to be a director for reasons described
in subsections (e) and (f) above shall die following his or her ceasing
to be a director but prior to the earlier of the Expiration Date of
such Option or expiration of the period specified in subsection (e) or
(f) above, such Option may be exercised, to the extent of the number of
shares with respect to which the Non-Employee Director could have
exercised it on the date of his or her death, by the Non-Employee
Director's estate, personal representative or beneficiary who acquired
the right to exercise such Option by bequest or inheritance or by
reason of the death of the Non-Employee Director, at any time prior to
the earlier of: (i) the Expiration Date of such Option (which, in the
case of death following a termination of service as director pursuant
to subsection (e) or (f) above, shall be deemed to mean the expiration
of the exercise period specified therein), or (ii) one year after the
date of the Non-Employee Director's death.
(h) Transferability. Except as provided in the following sentence,
no Option shall be assignable or transferable by any Non-Employee
Director otherwise than by will or by the laws of descent and
distribution. The Committee may, in its discretion, authorize all or a
portion of an Option to be on terms which permit transfer by the
Non-Employee Director to (i) the spouse, children, or grandchildren of
the Non-Employee Director ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or
(iii) a partnership in which such Immediate Family Members are the only
partners, provided that (x) there may be no consideration for any such
transfer, (y) the Option Agreement pursuant to which such Option is
granted must be approved by the Committee and expressly provide for
transferability in a manner consistent with this Section, and (z)
subsequent transfers of the Option shall be prohibited other than by
will or the laws of descent and distribution.
A transferred Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer. The
events of termination of service under this Section shall also continue
to be applied with respect to the original Non-Employee Director,
following which the Option shall be exercisable by the transferee only
to the extent, and for the periods specified in, Section 6(e), (f), and
(g).
(i) Rights as a Shareholder. A Non-Employee Director shall have no
rights as a shareholder with respect to any Shares covered by an Option
until the issuance of a stock certificate representing such Shares.
(j) Option Agreements. As soon as practicable after the grant of an
Option, each Non-Employee Director receiving such grant shall enter
into, and be bound by the terms of, a stock option agreement (the
"Option Agreement"), which shall be in such form as the Committee
shall, from time to time, approve. The Option Agreement shall contain
such provisions, not inconsistent with the provisions of the Plan, as
the Committee shall deem advisable.
-11-
<PAGE>
7. Listing and Registration of Shares. Each Option shall be subject to
the requirement that, if at any time Selas shall determine, in its discretion,
that the listing, registration or qualification of the Option or Shares covered
thereby upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the exercise thereof, or that action by Selas or by the Non-Employee Director
should be taken in order to obtain an exemption from any such requirement, no
such Option may be exercised, in whole or in part, unless and until such
listing, registration, qualification, consent, approval, or action shall have
been effected, obtained, or taken under conditions acceptable to Selas. Without
limiting the generality of the foregoing, each Non-Employee Director or his or
her legal representative or beneficiary may also be required to give
satisfactory assurance that Shares acquired upon exercise of an Option are being
acquired for investment and not with a view to distribution, and certificates
representing such Shares may be legended accordingly.
8. Adjustments. The number of Shares which may be issued under the
Plan, as stated in Section 4 hereof, the number of Shares specified in Section
5(a) hereof and the number of Shares issuable upon exercise of outstanding
Options under the Plan (as well as the exercise price per share under such
outstanding Options), shall be equitably adjusted by the Committee to reflect
any stock dividend, stock split, share combination or similar change in the
capitalization of Selas.
In the event of a proposed dissolution, liquidation or sale of a
substantial portion of the assets of Selas, or of a merger, consolidation, share
exchange, exchange of shares or other transaction in which holders of Shares are
to receive cash, securities or other property, the Committee shall, in its
unlimited discretion, have the power prior to such event (a) to terminate all
outstanding Options upon at least seven days' prior notice to each Non-Employee
Director and, if the Committee deems it appropriate, to cause the Company to pay
to each Non-Employee Director an amount in cash with respect to each Share to
which a terminated Option pertains equal to the difference between the Option
exercise price and the value, as determined by the Committee in its sole
discretion, of the consideration to be received by the holders of Shares in
connection with such transaction, or (b) to provide for the exchange of Options
outstanding under the Plan for options to acquire securities or other property
to be delivered in connection with the transaction and in connection therewith
to make an equitable adjustment, as determined by the Committee in its sole
discretion, in the Option exercise price and number of Shares or amount of
property subject to the Option and, if deemed appropriate, provide for a cash
payment to Optionees in partial consideration for such exchange.
9. Amendment or Discontinuance of the Plan. At any time and from time
to time, the Board may suspend or discontinue the Plan or amend it, and the
Committee may amend any outstanding Option, in any respect whatsoever; provided,
however, that no such suspension, discontinuance, or amendment shall materially
impair the rights of any holder of an outstanding Option without the consent of
such holder.
-12-
<PAGE>
10. Termination of Plan. No Options may be granted under the Plan after
April 21, 2008, provided, however, that the Plan and all outstanding Options
shall remain in effect until such Options have expired or are terminated in
accordance with the Plan.
11. Governing Law. The operation of, and the rights of Non-Employee
Directors under, the Plan, the Option Agreements, and any Options granted
hereunder shall be governed by the laws of the Commonwealth of Pennsylvania.
12. Absence of Rights. Neither the adoption of the Plan nor any action
of the Board or the Committee shall be deemed to give any individual any right
to be granted an Option, or any other right hereunder, except as expressly
provided in the Plan, and then his or her rights shall be only such as are
provided by the Option Agreement and the Plan. No Option under the Plan shall
entitle the holder thereof to any rights as a shareholder of Selas prior to the
exercise of such Option and the issuance of the shares pursuant thereto.
Further, notwithstanding any provisions of the Plan or the Option Agreement with
a Non-Employee Director, the granting of an Option to a Non-Employee Director
shall not entitle that Non-Employee Director to continue to serve as a director
of Selas or a subsidiary or affect the terms and conditions of such service.
13. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon a Non-Employee Director to exercise such Option.
-13-
<PAGE>
FORM OF STOCK OPTION
AGREEMENT FOR
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
[Date]
[Name]
[Address]
Dear [name]:
I am pleased to inform you that on ______________, 199__,
under the terms of the Selas Corporation of America Non-Employee Directors'
Stock Option Plan (the "Plan"), you were granted an option to purchase [5,000]
Common Shares of the Company at an exercise price of $[price] per share. Options
granted under the Plan are nonqualified stock options, not incentive stock
options.
The option will become exercisable as follows:
Date First Exercisable Number of Shares
______________________ ________________
______________________ ________________
______________________ ________________
The exercise price for your option shall be payable in cash or its equivalent.
You may exercise your option in whole or in part by written notice to Selas
Corporation of America at its principal office (presently located at 2034
Limekiln Pike, Dresher, PA 19025), Attention: Corporate Secretary. Only full
shares will be delivered upon exercise, and any fractional share that would
otherwise be deliverable upon exercise will be forfeited.
Once your option becomes exercisable, it will remain exercisable until
it is exercised in full or until it terminates. Unless earlier terminated
pursuant to the terms of the Plan, your option will terminate on _______, 20 .
While the specific terms of the Plan will govern, generally upon termination of
your service as a director for any reason the option will terminate to the
extent it has not yet become exercisable. To the extent the option is
exercisable on the date you cease to be a director, it will generally remain
exercisable until the earlier of the above expiration date or three months
following the date you cease to be a director. However, if you cease to be a
director due to death or disability, the option will generally remain
exercisable until the earlier of the above expiration date or one year following
the date you cease to be a director.
Your option is not assignable or transferable other than by will or by
the laws of descent and distribution.
-14-
<PAGE>
Further terms governing your option are set forth in the Plan, a copy
of which is attached hereto and incorporated by reference herein.
If you wish to accept the grant of the option as provided above and in
the Plan, please so indicate by signing and returning the enclosed copy of this
letter, whereupon you and the Company shall be legally bound hereby under
Pennsylvania law.
Very truly yours,
SELAS CORPORATION OF AMERICA
By: ________________________________
Accepted and Agreed:
___________________________
-15-
<PAGE>
EXHIBIT 5
October 30, 1998
Selas Corporation of America
2034 Limekiln Pike
Dresher, PA 19025
Gentlemen:
We have acted as counsel to Selas Corporation of America (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") relating to 75,000
Common Shares of the Company, par value $1.00 per share (the "Additional
Shares"), issuable upon the exercise of options granted under the Company's
Non-Employee Directors' Stock Option Plan (the "Plan").
In that capacity, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Articles of
Incorporation and the By-Laws of the Company, each as amended through the date
hereof, resolutions of the Company's Board of Directors, the Plan and such other
documents and corporate records relating to the Company and the issuance of the
Additional Shares as we have deemed appropriate for purposes of this opinion.
The opinions expressed herein are based exclusively on the laws of the
Commonwealth of Pennsylvania.
In all cases, we have assumed the legal capacity of each
natural person signing any of the documents and corporate records examined by
us, the genuineness of signatures, the authenticity of documents submitted to us
as originals, the conformity to authentic original documents of documents
submitted to us as copies and the accuracy and completeness of all corporate
records and other information made available to us by the Company.
Based upon the foregoing, we are of the opinion that the
Additional Shares have been duly and validly authorized for issuance and, when
issued in accordance with the Plan and the terms of the options granted
thereunder, will be fully paid and nonassessable by the Company.
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We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. This consent pertains solely to the filing of this
opinion and does not constitute a consent under Section 7 of the Securities Act
of 1933, as amended, as we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under said Section 7 or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
---------------------------------
DRINKER BIDDLE & REATH LLP
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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Selas Corporation of America:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Selas Corporation of America of our reports dated
February 26, 1998 relating to the consolidated balance sheets of Selas
Corporation of America and subsidiaries as of December 31, 1997 and 1996 and
related consolidated statements of operations, shareholders' equity, and cash
flows and related financial statement schedules for each of the years in the
three year period ended December 31, 1997, which reports appear in or are
incorporated by reference in the December 31, 1997 annual report on Form 10-K of
Selas Corporation of America.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
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Philadelphia, Pennsylvania
October 28, 1998
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