SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MINERALS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1190717
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1901
(Address of Principal (Zip Code)
Executive Offices)
Minerals Technologies Inc.
Stock and Incentive Plan
(Full title of the Plan)
S. Garrett Gray, Esq.
Minerals Technologies Inc.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1901
(Name and address of agent for service)
(212) 878-1800
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered1 share1 price2 fee
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par
value,
including
associated
preferred
stock
purchase
rights 1,500,000 $36.625 $54,937,500 $16,206.56
- --------------------------------------------------------------------
<FN>
1 The number of shares of common stock registered herein is subject
to adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
2 The amount of the registration fee has been calculated on the
basis of the aggregate offering price for the maximum amount of the
registrant's securities (other than Plan interests) covered by
this Registration Statement. Pursuant to Rule 457(h), the
proposed maximum aggregate offering price per share is based upon
the average of the high and low prices for Minerals Technologies
Inc. Common Stock as reported on the New York Stock Exchange
Composite Tape on August 31, 1998.
</FN>
</TABLE>
<PAGE>
On May 28, 1998, pursuant to a vote of the shareholders of
Minerals Technologies Inc. (the "Company") ratifying an earlier
resolution of the Board of Directors, the Company's Stock and
Incentive Plan (the "Plan") was amended to provide for grants of an
additional 1,500,000 incentive and nonqualified stock options, and to
make certain other changes. In addition, on August 28, 1998, the
Board of Directors approved a change to Section 4 of the Plan,
delegating to the Company's Corporate Management Committee authority
to grant up to 20,000 stock options (but not more than 1,500 to any
one person) per calendar year to Company employees other than
corporate officers. This Registration Statement on Form S-8 is being
filed pursuant to General Instruction E to Form S-8 for the purpose of
registering the increase in the number of securities available to be
offered under the Plan.
The contents of Registration Statement No. 33-65268, filed with
the Securities and Exchange Commission on July 1, 1993, are hereby
incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 28th day of August, 1998.
MINERALS TECHNOLOGIES INC.
By:/s/ Jean-Paul Valles
Jean-Paul Valles
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
/s/ Jean-Paul Valles Chairman of the Board August 28, 1998
Jean-Paul Valles and Chief Executive
officer (principal
executive officer)
and Director
/s/ John R. Stack Vice President-Finance August 28, 1998
John R. Stack and Chief Financial
Officer (principal
financial officer)
/s/ Michael A. Cipolla Controller August 28, 1998
Michael A. Cipolla (principal accounting
officer)
/s/ John B. Curcio Director August 28, 1998
John B. Curcio
<PAGE>
/s/ Steven J. Golub Director August 28, 1998
Steven J. Golub
/s/ William L. Lurie Director August 28, 1998
William L. Lurie
/s/ Paul M. Meister Director August 28, 1998
Paul M. Meister
/s/ Michael F. Pasquale Director August 28, 1998
Michael F. Pasquale
/s/ William C. Steere, Jr. Director August 28, 1998
William C. Steere, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 declared
effective by the Securities and Exchange Commission on
October 23, 1992 (Registration No. 33-51292) (the "1992
Registration Statement")).
4.2 Restated By-Laws of the Company (incorporated herein by reference
to Exhibit 3.2 of the 1992 Registration Statement).
4.3 Certificate of Designations authorizing issuance and establishing
designations, preferences and rights of Series A Junior Preferred
Stock of the Company (incorporated herein by reference to Exhibit
1 to the Company's Current Report on Form 8-K, dated October 26,
1992).
4.4 Minerals Technologies Inc. Stock and Incentive Plan, as amended
and restated as of August 28, 1998.
5 Opinion of S. Garrett Gray, General Counsel of the Company.
15 Accountants' Acknowledgment and Consent.
23.1 Consent of S. Garrett Gray (included in Exhibit 5).
23.2 Consent of Independent Auditors (included in Exhibit 5).
MINERALS TECHNOLOGIES INC.
STOCK AND INCENTIVE PLAN
(as amended and restated as of August 28, 1998)
1. Purpose
The purpose of this Stock and Incentive Plan (the "Plan") is
to furnish a material incentive to employees of Minerals Technologies
Inc. (the "Company") and its subsidiaries by making available to them
the benefits of a larger Common Stock ownership in the Company through
stock options and otherwise. It is believed that these increased
incentives will encourage the continued service of employees and
stimulate their efforts towards the continued success of the Company
and its subsidiaries, as well as assisting in the recruitment of new
employees.
2. Administration
Except to the extent otherwise provided in Section 4, the
Plan shall be administered by the Compensation and Nominating
Committee of the Board of Directors of the Company (the "Committee").
The Committee is authorized, subject to the provisions of the Plan, to
promulgate such rules and regulations, and to delegate to the
Corporate Management Committee such administrative authority, as it
deems necessary for the proper administration of the Plan, and to make
such determinations and to take all action in connection therewith or
in relation to the Plan as it deems necessary or advisable. The
Committee shall consist of two or more members of the Board of
Directors, each of whom shall be a disinterested person within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), and an outside director within the meaning of
Section 162(m) of the Internal Revenue Code. It is intended that
benefits under the Plan not be subject to the limitation on
deductibility imposed by such Section 162(m), and that the Plan be
qualified under such Rule 16b-3. No member of the Committee shall be
eligible to receive any award or benefit under the Plan.
3. Total Number of Shares
Subject to the provisions of Section 6(h), the maximum amount
of Common Stock which may be issued under the Plan is 4,500,000
shares, with shares issued prior to the 1995 and 1998 amendments of
the Plan being included in the computation of such total. No
participant shall be granted (i) options which would result in such
participant receiving more than 750,000 shares of the total number of
shares authorized, (ii) options, SAR's or any combination thereof with
respect to more than 500,000 shares of Common Stock during any period
of twelve calendar months, (iii) any option, stock award or
performance unit award which would result in ownership by such
participant of more than ten percent of the stock of the Company
within the meaning of Section 422(b)(6) of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"), or (iv) any
incentive stock option, as defined in Section 422(b) of the Internal
Revenue Code, granted after December 31, 1986, which would result in
such participant receiving a grant of incentive stock options for
Common Stock that would have an aggregate fair market value in excess
of $100,000, determined as of the time that the option is granted,
that would be exercisable for the first time by such participant
during any calendar year.
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4. Participation in Plan
All employees of the Company or its subsidiaries shall be
eligible to participate in this Plan. From time to time, the Committee
shall determine those employees who shall be granted options under the
Plan, the number of shares of Common Stock to be optioned to each such
employee, and whether such options shall be "incentive stock options"
(as defined in Section 422 of the Internal Revenue Code), or
non-qualified stock options. The Corporate Management Committee of the
Company is authorized to grant options under the Plan, provided that
it shall grant no more than 20,000 options in the aggregate in any
calendar year, that it shall grant no more than 1,500 options to any
employee in any calendar year, and that it shall not grant any
options to any employee who is an officer of the Company. The
Committee shall determine the individual employees who shall be
granted stock appreciation rights under the Plan pursuant to
Section 7; who shall be awarded shares under the Plan pursuant to
Section 8, as well as the number of shares of Common Stock to be so
awarded, and the restrictions, if any, to be placed thereon; and
who shall be granted performance unit awards under the Plan
pursuant to Section 9 and tandem awards under the Plan pursuant
to Section 10.
5. Term of Plan
This Plan will become effective as of the date it is approved
by the majority of votes cast at a duly held meeting of the holders of
Common Stock. No option with respect to shares authorized in or prior
to 1992 under this Plan shall be granted pursuant to this Plan after
December 31, 2001. No option with respect to shares authorized in or
prior to 1995 under this Plan shall be granted pursuant to this Plan
after December 31, 2004. No option with respect to shares authorized
in or prior to 1998 under this Plan shall be granted pursuant to this
Plan after December 31, 2007.
6. Terms and Conditions of Options
All options under the Plan shall be subject to the following
terms and conditions:
(a) Option Price. The option price per share shall be not
less than the fair market value of the Common Stock on the date the
option is granted, as determined by the Committee in accordance with
applicable provisions of the Internal Revenue Code and Treasury
Department rulings and regulations thereunder.
(b) Number of Shares. The option shall state the number of
shares of Common Stock covered thereby.
(c) Payment. At the time of the exercise of the option the
option price shall be payable in cash and/or, if the option so
provides, in shares of Common Stock valued at the market price at the
time the option is exercised. The Committee may in its discretion
require or permit payroll deductions or other suitable means to enable
optionees to accumulate sufficient funds to exercise their options and
pay the option price.
(d) Term of Option.
(i) An incentive stock option shall provide that it
shall not be exercisable after the expiration of ten years
from the date such option is granted.
(ii) A non-qualified stock option may be exercisable
for a period greater than ten years if so provided in the
terms of the option.
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(e) Exercise of Option.
(i) No option may be exercised during the first year
of its term or such longer period as may be specified in the
option; provided, however, in the event of a "change of
control" of the Company, as that term is defined in
Section 11(e), the Committee may in its discretion make
any options that are not yet exercisable immediately
exercisable; and provided, further, that the Committee
may in its discretion make any options that are held by an
employee at the time of such employee's retirement
immediately exercisable. Thereafter, an optionee, subject to
the terms of the option, may exercise the option in whole at
any time or in part from time to time by giving written
notice thereof addressed to the Treasurer of the Company,
specifying the number of shares to be purchased and
accompanied by payment of the option price therefor.
Notwithstanding anything in this Plan to the contrary,
no stock option granted to an employee subject to Section 16
of the Act may be transferred or exercised prior to the
expiration of six months from the date of grant of
such stock option.
(ii) Only the optionee may exercise the option
during his or her lifetime. In the event of death, the person
designated in the optionee's will, or in the absence of such
designation, the legal representative of an optionee, or if a
legal representative of the optionee has not been appointed,
the optionee's surviving spouse, may in like manner exercise
the option provided the same was exercisable by the optionee
at the time of his death, but such privilege shall expire,
subject to Section 6(d) and 6(g) (iii) hereof, one year after
the death of the optionee; provided, however, in any event
that if the option is not exercised by the last day in which
it is exercisable, the option shall be exercised and the
proceeds paid to the deceased optionee's estate.
(f) Termination of Option. The option, to the extent not
exercised, shall terminate upon its expiration as set forth in Section
6(d) hereof, upon exercise of a related appreciation right as set
forth in Section 7(d) hereof, upon its surrender as set forth in
Section 11(c) hereof, or upon breach by the optionee of any provision
of the option, or when the optionee ceases to be an employee for any
reason including retirement, whichever event shall first occur;
however, if the option so provides, the Committee in its discretion
may permit the optionee to exercise the option for reasons of hardship
up to twelve months after termination, assuming that the option was
otherwise exercisable; further except that, subject to Section 6(d)
hereof (i) the optionee, if his or her employment is terminated as a
result of a disability, and provided the option was exercisable at the
time of termination of employment, may elect to exercise the option,
subject to Section 6(e) hereof, within twelve months after the date of
termination, (ii) in the event of his or her death while an employee,
the option shall terminate as provided in Section 6(e) hereof, and
(iii) notwithstanding subsections (i) and (ii) above, if the option so
provides, in the event that the optionee has retired or is eligible
for retirement under Section 4a., 4b. or 4d. of the Company's
Retirement Annuity Plan, as the same may be amended from time to time,
or under any pension or retirement plan maintained by the Company or
any of its subsidiaries, the optionee, or in the event of death, the
person designated in the optionee's will, or in the absence of such
designation, the legal representative of such optionee, or if a legal
representative of the optionee has not been appointed, the optionee's
surviving spouse, may elect to exercise the option at any time until
such option expires by its terms; provided, however, if the option is
not exercised by the last day in which it is exercisable, the option
shall be exercised and the proceeds paid to the deceased optionee's
estate. Any subsequent reemployment of the optionee by the Company
shall not affect such optionee's right to exercise the
option as provided in subsection (iii) hereof.
(g) Recapitalization. In the event of any change in the
number or kind of outstanding shares of Common Stock by reason of a
recapitalization, merger, consolidation, reorganization, separation,
liquidation, stock split, stock dividend, combination of shares or any
other change in the corporate structure or shares of stock of the
Company, the Committee will make an appropriate adjustment, in
accordance with applicable provisions of the Internal Revenue Code and
Treasury Department rulings and regulations thereunder, in the number
and kind of
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shares for which options may thereafter be granted both in the
aggregate and as to each optionee, as well as in the number and kind
of shares subject to options theretofore granted and the option price
payable upon exercise of such options.
(h) Transferability. Unless designated as a Transferable
Stock Option, the stock option shall provide that it will not be
transferable by the optionee other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order
as defined in Section 414(p) of the Internal Revenue Code and Section
206(d)(3) of the Employee Retirement Income Security Act of 1974, as
amended. The Committee may in its discretion designate a stock option
to be a Transferable Stock Option. A Transferable Stock Option may be
transferred by the optionee to his or her spouse, children or
grandchildren, or to one or more trusts for the benefit of such family
members, or to partnerships in which such family members are the only
partners; provided that any such transfer must be without
consideration of any kind; and provided further that any stock option
so transferred will continue to be subject to the same terms and
conditions as were applicable to such stock option prior to the
transfer. Any Transferable Stock Option must be embodied in a separate
Option Agreement which must be approved by the Committee. The
Committee may in its discretion amend any outstanding stock option to
convert such outstanding option into a Transferable Stock Option.
(i) Applicable Law. The option shall contain a provision that
it may not be exercised at a time when the exercise thereof or the
issuance of shares thereunder would constitute a violation of any
federal or state law or the listing requirements of the New York Stock
Exchange for such shares.
(j) Incorporation by Reference. The option shall contain a
provision that all the applicable terms and conditions of the Plan are
incorporated by reference therein.
(k) Tandem Award. Any option constituting a part of a tandem
award authorized by Section 10 hereof shall be subject to the terms
and conditions of such award.
(l) Other Provisions. The option shall contain such
provisions as the Committee shall deem advisable consistent with the
terms of the Plan. In addition, the stock options and the incentive
stock options shall contain such other provisions as may be necessary
to meet the requirements of the Internal Revenue Code and the
Treasury Department rulings and regulations issued thereunder with
respect to stock options and incentive stock options.
7. Stock Appreciation Rights
The Committee may, in its discretion, grant stock
appreciation rights to the holder of any non-qualified stock option
granted by the Company. Such appreciation rights shall be subject to
such terms and conditions consistent with the Plan as the Committee
shall impose from time to time, including the following:
(a) An appreciation right may be made part of any such
option at the time of its grant or at any time
thereafter prior to its expiration;
(b) Upon exercise of an appreciation right the holder
shall be entitled to receive:
(i) a number of shares of Common Stock
determined by dividing:
(1) the number of shares which the optionee
selects, not to exceed the total number
of shares that the optionee is eligible
to purchase as of the exercise date
under the related option,
multiplied by the amount, if any, by
which the fair market value of a share
of
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Common Stock on the exercise date
exceeds the option price provided in
the related option, by
(2) the fair market value of a share of
Common Stock on the exercise date;
provided, however, that the total
number of shares which may be received
pursuant to the exercise of an
appreciation right shall not exceed the
total number of shares subject to the
related option; or
(ii) if so provided in the award, (1) payment of
cash equal to the aggregate fair market value on the date of
such exercise of the number of shares of Common Stock
determined under clause (i); or (2) in part cash and in part
shares; all as determined by the Committee in its sole
discretion;
(c) No fractional share or cash in lieu thereof will be
issued upon the exercise of any such right; and
(d) Exercise of an appreciation right, in whole or in part,
shall exhaust and terminate the related option with respect to the
number of shares used in the calculation under subsection (b)(i)(1)
of this Section 7 in determining the number of shares issued upon
such exercise of the appreciation right (or which would have been
issued but for any cash payment). Upon such exercise of an
appreciation right, the number of shares subject to reallocation
under Section 13 shall be equal to the difference between the
number of shares used in the calculation under subsection
(b)(i)(1) of this Section 7 and the number of shares issued
to the optionee pursuant to such exercise (or which would have been
issued but for any cash payment).
(e) Any election by a person subject to Section 16 of the Act
to exercise an appreciation right for cash, as well as the exercise by
such person of an appreciation right for cash, shall be made during
the period beginning on the third business day following the date of
release of quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day following such date.
(f) An appreciation right awarded to a person subject to
Section 16 of the Act shall not be exercisable during the first six
months of its term.
8. Stock Awards
Stock awards will consist of shares of Common Stock issued to
participating employees as additional compensation for their services.
Stock awards shall be subject to the provisions of Section 3, this
Section 8, Section 11(a), (c) and (d) and, during the period in which
the restrictions or the Company's right of reacquisition hereinafter
referred to are in effect, Section 11(b). Each stock award to a
participant shall provide (i) that the shares subject to such award
may not be transferred or otherwise disposed of by the participant
prior to the expiration of a period or periods specified therein,
which shall not occur earlier than one year following the date of the
award (except that the award may permit the earlier lapse of such
restriction in the event of the participant's death or disability or
retirement pursuant to any pension or retirement plan maintained by
the Company or any of its subsidiaries), and (ii) that the Company
shall have the right to reacquire such shares upon termination of the
participant's employment with the Company while such restriction is in
effect, such reacquisition to be upon the terms and
conditions provided in the award. Stock awards shall also be subject
to such other terms and conditions, not inconsistent herewith, as the
Committee determines to be appropriate.
9. Performance Unit Awards
Performance unit awards will consist of performance units
credited to participating employees. Each award shall specify the
initial value of each performance unit, such value to be determined by
reference to the book or
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market value of the Common Stock or to the Company's earnings or such
other criteria related to the Company's performance as the Committee
may deem appropriate. The award shall be payable in cash and/or Common
Stock as the Committee shall determine in its sole discretion.
Subject to the provisions of this Section 9 and of Section
11, the Committee shall have exclusive authority to determine
additional terms and conditions of each performance unit award. Such
terms and conditions may include, without limitation, provisions under
which:
(1) On the payment date prescribed in the award a participant
shall become entitled to receive the full value of each such unit on
such date, or such other amount as such award may specify;
(2) Each unit may accrue earnings determined by reference to
earnings per share or dividends paid per share on the Common Stock, or
to the prime or another specified lending rate, or to other criteria
specified in the award and payable at such time or times as may be
specified therein;
(3) The right of a participant to receive payments in respect
of a performance unit may be made subject in whole or in part to the
Company's attainment of earnings or other objectives specified in the
award; and
(4) The determination of all relevant valuation and other
data pertaining to the award shall be in the sole judgment of the
Committee. Without limitation of the foregoing, in the event that an
amount payable in respect of an award is based in whole or in part on
the Company's earnings or the book value of the Common Stock, the
Committee may make such adjustments to the publicly reported amounts
of the Company's consolidated earnings or of such book value as it
deems appropriate for changes in accounting practices or principles,
for material acquisitions or dispositions of stock or property, for
recapitalizations or reorganizations or for any other events with
respect to which the Committee determines such an adjustment to be
appropriate in order to avoid distortion in the operation of the Plan.
Each award shall be evidenced by a written instrument which
shall set forth the number of performance units covered thereby, the
initial dollar value of each such unit, the terms and conditions, if
any, under which such value may change prior to the vesting of the
unit, the terms and conditions under which each such unit will vest
and such other matters as the Committee in its sole discretion may
deem appropriate. The Committee may from time to time establish such
rules as it deems appropriate regarding the manner and timing of
payments of amounts due in respect of vested units.
No performance unit award shall provide for the vesting in a
participating employee of any performance unit covered thereby prior
to the expiration of a period of one year after the date of the award,
except that the award may provide for such vesting in the event of
death or disability or retirement of the employee pursuant to a
pension or retirement plan maintained by the Company or one of its
subsidiaries prior to the expiration of such period. Each award shall
provide that prior to the vesting of the units covered thereby they
shall be subject to forfeiture (a) upon the termination of the
recipient's employment with the Company, (b) as contemplated by
Section 10 hereof, if such award is part of a tandem award, and (c) as
may otherwise be specified in the award.
No participant shall be entitled to receive in respect of a
performance unit payments of amounts exceeding twice the original
value established for such unit.
The maximum dollar value of performance units which may be
initially awarded to participants may not exceed 1,500,000 "Reference
Units" in the aggregate for all participants, and 50,000 Reference
Units for any one participant. For purposes of this paragraph:
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(1) A Reference Unit shall be the equivalent of the greater
of (a) the fair market value of one share of Common Stock on the date
as of which a particular award of performance units is made, or (b)
the book value of a share of such Common Stock as at the end of the
last completed fiscal year of the Company prior to such award date
plus the cash dividends paid per share on such stock during such
fiscal year; and
(2) Crediting of an award of performance units shall exhaust
and terminate a number of Reference Units equal to the number
obtained by dividing the credited dollar value of such performance
units by the greater of the amounts referred to in subclauses (a)
and (b) of clause (1) above, and except as provided in the
following sentence, such terminated Reference Units shall not be
utilized for subsequent awards.
In the event that an award of performance units is forfeited
or for any other reason the cash amount or the value of the shares of
Common Stock (as determined by the Committee in its sole judgment)
ultimately delivered to a participant in payment for an award of
performance units (other than amounts paid to the participant as
earnings on the performance units) is less than the Reference Units
originally exhausted and terminated upon the crediting of such award,
a number of Reference Units equal to the dollar amount of such
shortfall divided by the value originally assigned to such Reference
Units shall be restored and become available for subsequent awards
under the Plan.
Nothing contained herein shall be deemed to limit the right
of the Company's Board of Directors or a duly appointed committee
thereof to authorize the payment or award of compensation other than
in stock to any employee otherwise than pursuant to the Plan,
regardless of the fact that a particular form of compensation may be
the same as or similar to that which the Committee may pay or award to
participants under this Section 9.
If any person awarded performance units under the Plan is
subject to Section 16 of the Act, he shall be required to retain any
securities distributed pursuant to the award for six months following
date of grant of the award.
10. Tandem Awards
The Committee may, in its discretion, grant tandem awards to
participating employees. A tandem award shall consist of a right of
election by the employee among two or more of the following: (A) a non-
qualified option, which may include a stock appreciation right with
respect thereto, (B) a performance unit award, and (C) a stock award.
Subject to the provisions of Section 11, such right of election shall
be upon such terms and conditions as the Committee may specify in the
tandem award, which shall include the following:
(a) The number of shares of Common Stock covered by the
option, the number of shares covered by the stock award and the number
of performance units covered by the performance unit award;
(b) Provisions establishing the number of shares and
performance units which will remain subject to each portion of the
tandem award upon the exercise of the right of election in whole or in
part; and
(c) The date on which the right of election shall terminate
unless earlier exercised or terminated pursuant to the terms of the
tandem award.
11. Conditions Applicable to All Awards
(a) Recapitalization. In the event of any change in the
number or kind of outstanding shares of Common Stock by reason of a
recapitalization, merger, consolidation, reorganization, separation,
liquidation, stock
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split, stock dividend, combination of shares or any other change in
the corporate structureor shares of stock of the Company, the
Committee will make such adjustments as it shall determine to be
appropriate, in the number and kind of shares and performance units
subject to Sections 8, 9 and 10 and the maximum dollar value of
performance units subject to Sections 9 and 10.
(b) Transferability. Each award to a participant under
Section 7, 8, 9 or 10 shall provide that neither the award nor any
right or interest of a participant therein shall be transferable by
the participant other than by will or the laws of descent and
distribution, and that such award shall be exercisable, during the
participant's lifetime, only by him; provided that a Stock
Appreciation Right awarded under Section 7 in conjunction with a
Transferable Stock Option may be transferred only together with, and
subject to the same conditions as, the corresponding Transferable
Stock Option.
(c) Surrender. The Committee may require the surrender of an
option, stock appreciation right, stock award or performance unit
award granted under this Plan as a condition precedent to a grant of a
new option, stock appreciation right, stock award or performance unit
award for the same or a different number of shares or having the same
or a different initial value in Reference Units as the option, stock
appreciation right, stock award or performance unit award surrendered.
Such new option, stock appreciation right, stock award or performance
unit award shall be subject to the terms or conditions specified by
the Committee at the time the new option, stock appreciation right,
stock award or performance unit award is granted, all determined in
accordance with the provisions of this Plan without regard to the
price, period of exercise, or any other terms or conditions of the
option, stock appreciation right, stock award or performance unit
award surrendered.
(d) Leave of Absence. If approved by the Committee, an
employee's absence or leave because of military or governmental
service, disability or other reason shall not be considered an
interruption of employment for any purpose of the Plan.
12. Definitions
(a) Change of Control. The term "Change of Control" shall
mean the occurrence of any of the following events: (i) at any time
during any two-year period, at least a majority of the Company's Board
of Directors shall cease to consist of "Continuing Directors" (meaning
directors of the Company who either were directors at the beginning of
such two-year period or who subsequently became directors and whose
election, or nomination for election by the Company's stockholders,
was approved by a majority of the then Continuing Directors); or (ii)
any "person" or "group" (as determined for purposes of Section
13(d)(3) of the Act, except any majority-owned subsidiary of the
Company or any employee benefit plan of the Company or any trust or
investment manager thereunder, shall have acquired "beneficial
ownership" (as determined for purposes of Rule 13d-3 under the Act)
of shares of Common Stock having 15% or more of the voting power
of all outstanding shares of capital stock of the Company, unless
such acquisition is approved by a majority of the directors of
the Company in office immediately preceding such acquisition;
or (iii) a merger or consolidation occurs to which the Company
is a party, whether or not the Company is the surviving corporation,
in which outstanding shares of Common Stock are converted into
shares of another company (other than a conversion into shares of
voting common stock of the successor corporation or a holding
company thereof representing 80% of the voting power of all
capital stock thereof outstanding immediately after the merger or
consolidation) or other securities (of either the Company or another
company) or cash or other property; or (iv) the sale of all, or
substantially all, of the Company's assets occurs; or (v) the
stockholders of the Company approve a plan of complete liquidation of
the Company.
(b) Common Stock. The term "Common Stock" shall mean the 104
par value Common Stock of the Company.
8
<PAGE>
(c) Corporate Management Committee. The term "Corporate
Management Committee" shall mean the committee consisting of the
following officers of the Company: the Chairman and Chief Executive
Officer, the Vice President in charge of the Minerals business,
the Vice President in charge of the Refractories business, the
Vice President and General Counsel, the Vice President - Finance,
and the Vice President - Human Resources.
(d) Subsidiary. The term "subsidiary" shall mean a subsidiary
corporation of the Company as defined in Section 424(f) of the
Internal Revenue Code.
13. Reallocation of Unused Shares
Any shares which are not purchased or awarded under an option,
performance unit award or right of election which has terminated or
lapsed, either by its terms or pursuant to the exercise, in whole or
in part,of an award or right granted under the Plan, or shares which
are reacquired by the Company pursuant to Section 8 hereof, may be
used for the further grant of options.
14. Use of Proceeds
The proceeds received by the Company from the sale of Common
Stock under the Plan shall be added to the general funds of the
Company and shall be used for such corporate purposes as the Board of
Directors shall direct.
15. Amendment and Revocation
The Board of Directors shall have the right to alter, amend
or revoke the Plan or any part thereof at any time and from time to
time, provided, however, that without the consent of the participants
affected no change may be made in any option or award theretofore
granted, which will impair the rights of participants under
outstanding options or awards; and provided further, that the Board of
Directors may not, without the approval of the holders of a majority
of the outstanding Common Stock, make any alteration or amendment to
the Plan which materially increases the benefits accruing to
participants under the Plan; increases the maximum number of shares of
Common Stock which may be issued under the Plan or the number of
shares of such stock which may be issued to any one participant,
extends the term of the Plan or of options granted thereunder, reduces
the option price below that now provided for in the Plan, or changes
the conditions of exercise of options specified in Sections 6(e) and
6(f). The Committee may make non-substantive administrative changes to
the Plan so as to conform with or take advantage of governmental
requirements, statutes or regulations.
9
EXHIBIT 5
August 28, 1998
The Board of Directors
Minerals Technologies Inc.
405 Lexington Avenue
New York, NY 10174-1902
Gentlemen:
This opinion is rendered in connection with the registration of
1,500,000 shares of common stock (the "Common Stock"), par value $.10
per share, of Minerals Technologies Inc. (the "Company") pursuant to a
Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission.
I have examined certificates of public officials, certificates of
officers of the Company, originals or copies certified to my
satisfaction of corporate documents and records of the Company, and
other instruments and documents, all to the extent I deem relevant
and necessary as a basis for my opinion. I have relied, to the
extent that I deemed such reliance proper, upon such certificates
with respect to the accuracy of factual matters contained therein
that were not independently established. Based upon my review, I
am of the opinion that all necessary corporate proceedings have
been duly taken to authorize the issuance of the Common Stock
covered by the Registration Statement, and all such Common Stock,
upon issuance in accordance with the terms of the Minerals
Technologies Inc. Stock and Incentive Plan, will be validly issued
and outstanding, fully paid and nonassessable.
I hereby consent to the use of this opinion in the above-referenced
Registration Statement on Form S-8 and to the reference to my name
under the heading "Interests of Named Experts and Counsel" in such
Registration Statement.
Very truly yours,
/s/ S. Garrett Gray
S. Garrett Gray
EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGEMENT AND
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Minerals Technologies Inc.:
With respect to the Registration Statement on Form S-8 of Minerals
Technologies Inc. filed as of this date, we acknowledge our awareness
of the use therein of our report dated July 31, 1998 related to our
review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report
is not considered a part of a registration statement prepared or
certified by an accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
In addition, we consent to the use of our audit report dated January
22, 1998 on the consolidated financial statements and schedule of
Minerals Technologies Inc. and subsidiary companies as of December 31,
1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, incorporated in such Registration Statement
by reference.
KPMG PEAT MARWICK LLP
New York, New York
September 2, 1998
