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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
AZTEC MANUFACTURING CO.
(Exact name of issuer as specified in its charter)
Texas 75-0948250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 North Tarrant Street, Crowley, Texas 76036
(Address of Principal Executive Offices) (ZIP Code)
AZTEC MANUFACTURING CO.
1998 INCENTIVE STOCK OPTION PLAN
1998 NONSTATUTORY STOCK OPTION PLAN
1997 NONSTATUTORY STOCK OPTION GRANTS
(Full title of the plans)
L. C. MARTIN
400 North Tarrant Road
Crowley, Texas 76036
(Name and address of agent for service)
(817) 297-4361
(Telephone number, including area code, of agent for service)
Copy to:
Shannon, Gracey, Ratliff & Miller, L.L.P.
1600 Bank One Tower
500 Throckmorton Street
Fort Worth, Texas 76102
Attention: Sam Rosen, Esq.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(4) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 119,561 shares(1) 10.25 1,225,500 $ 324
$1.00 par value 630,439 shares(2) 15.81 9,968,817 2632
250,000 shares(3) 15.81 3,953,125 1044
70,000 shares(4) 11.13 778,750 206
------------------- ------
1,070,000 4,206
=================== ======
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(1) Shares underlying outstanding options under 1998 Incentive Stock Option Plan
valued at the exercise price.
(2) Shares underlying options available under 1998 Nonstatutory Stock Option
Plan valued at the average of the high and low price for the underlying shares
on the New York Stock exchange on June 1, 2000.
(3) Shares underlying options available under 1997 Nonstatutory Stock Option
Grants valued at the average of the high and low price for the underlying
shares on the New York Stock exchange on June 1, 2000.
(4) Shares underlying outstanding options pursuant to nonstatutory stock option
grants made in 1997 to independent directors.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and all documents subsequently filed by Aztec
Manufacturing Co. ("Company" or "Registrant"), pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
the filing of such documents:
(a) The Company's Annual Report on Form 10-K for the year ended
February 29,2000;
(b) No reports have been filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year referred to in
(a) above;
(c) The description of the Company's $1.00 par value common stock
contained in Item 1 of the Company's Registration Statement on
Form 8-A (File No. 001-12777) as filed with the Securities and
Exchange Commission on February 24, 1997 is incorporated herein by
reference.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the $1.00 par value common stock of the Company to be
issued pursuant to the 1998 Incentive Stock Option Plan, 1998 Nonstatutory Stock
Option Plan and the 1997 Nonstatutory Stock Option Grants has been passed upon
for the Registrant by Shannon, Gracey, Ratliff & Miller, L.L.P., 500
Throckmorton Street, Suite 1600, Fort Worth, Texas 76102. At the time such
legal matters were undertaken, Mr. Sam Rosen, a partner in Shannon, Gracey,
Ratliff & Miller, L.L.P., was a director and the secretary of the Registrant and
was the beneficial owner of 20,939 shares of Registrant common stock including
exercisable options to purchase 14,400 shares of Registrant common stock. It is
expected that this amount may change from time to time.
Item 6. Indemnification of Directors and Officers.
Section 2.02-1 of the Texas Business Corporation Act (the "TBCA") empowers
a corporation to indemnify its directors and officers and to purchase and
maintain liability insurance for directors and officers. Section 2.02-1 of the
TBCA permits indemnification of directors
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and officers of corporations under certain conditions and subject to certain
limitations and, under certain circumstances, requires such indemnification. The
TBCA provides further that a provision for indemnification of a director,
whether contained in the articles of incorporation, the bylaws, a resolution of
shareholders or directors, an agreement, or otherwise, is valid only to the
extent it is consistent with Article 2.02-1 of the TBCA, as limited by the
articles of incorporation, if such limitation exists. Article 12 of the
Registrant's Articles of Incorporation, as amended, contains a provision
providing for indemnification of directors and officers to the full extent
permitted by law. Section 8.01 of the Registrant's Bylaws, as amended, contains
a provision providing for indemnification to the full extent permitted by law.
Additionally, Article 11 of the Registrant's Restated Articles of
Incorporation limits the personal liability of directors of the Registrant to
the Registrant or its shareholder for monetary damages for an act or omission in
such director's capacity as a director, except that such Article 14 does not
eliminate or limit the liability of a director for (i) a breach of the
director's duty of loyalty to the Registrant or its shareholders; (ii) an act or
omission not in good faith or that involves intentional misconduct or a knowing
violation of law, (iii) a transaction from which such director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of such director's office, (iv) an act or omission for which
the liability of such director is expressly provided for by statute, or (v) an
act related to an unlawful stock purchase or payment of a dividend.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number and Description
------------------------------
(4.1) Aztec Manufacturing Co. 1998 Incentive Stock Option Plan
(incorporated by reference to Exhibit 10k of the Annual Report
on Form 10-K filed by Registrant for the fiscal year ended
February 28, 1998).
(4.2) Aztec Manufacturing Co. 1998 Nonstatutory Stock Option Plan
(incorporated by reference to Exhibit 10l of the Annual Report
on Form 10-K filed by Registrant for the fiscal year ended
February 28, 1998).
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(4.3) Aztec Manufacturing Co. 1997 Nonstatutory Stock Option
Grants (incorporated by reference to Exhibit 10m of the Annual
Report on Form 10-K filed by Registrant for the fiscal year
ended February 28, 1998).
(4.4) Resolutions adopted by the Board of Directors of the Company on
March 28, 2000 amending the Plans.*
(5) Opinion of Counsel.*
(24) Power of Attorney.*
* Filed herewith
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
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;
(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; and
(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.
The undersigned Registrant hereby undertakes that, 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
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 provisions summarized under Item 6, or otherwise, the
Registrant has been advised that in the opinion of the
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Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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
Securities Act of 1933 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, 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 Fort Worth, State of Texas, on June 1, 2000.
AZTEC MANUFACTURING CO.
By: /s/Dana L. Perry
---------------------------------------
Dana L. Perry, Vice President and CFO
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.
Signature Title Date
--------- ----- ----
Chairman of the Board, ------------
------------------------------ CEO and Director
L.C. Martin
/s/Dana L. Perry Vice President, CFO June 1, 2000
------------------------------ and Director
Dana L. Perry
/s/David H. Dingus President, Chief Operating June 1, 2000
------------------------------ Officer and Director
David H. Dingus
/s/Robert H. Johnson* Director June 1, 2000
------------------------------
Robert H. Johnson
/s/Martin C. Bowen* Director June 1, 2000
------------------------------
Martin C. Bowen
/s/W.C. Walker* Director June 1, 2000
------------------------------
W.C. Walker
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/s/R.J. Schumacher* Director June 1, 2000
------------------------------
R. J. Schumacher
/s/Sam Rosen Director June 1, 2000
------------------------------
Sam Rosen
Director ------------
------------------------------
Dr. H. Kirk Downey
Director -----------
------------------------------
Kevern R. Joyce
*By: /s/Dana L. Perry
--------------------------------
Dana L. Perry,
Attorney-in-fact
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INDEX OF EXHIBITS
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Exhibit Page No.
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<S> <C> <C>
(4.1) Aztec Manufacturing Co. 1998 Incentive Stock Option Plan................ 3
(4.2) Aztec Manufacturing Co. 1998 Nonstatutory Stock Option Plan............. 3
(4.3) Aztec Manufacturing Co. 1997 Nonstatutory Stock Option Grants........... 3
(4.4) Resolutions adopted by the Board of Directors of the Company on
March 28, 2000 amending the Plans....................................... 9
(5) Opinion of Counsel...................................................... 10
(24) Power of Attorney....................................................... 12
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