<PAGE>
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 Identification Number)
incorporation or organization
400 North Tarrant Street, Crowley, Texas 76036
(Address of Principal Executive Offices) (ZIP Code)
AZTEC MANUFACTURING CO. 1999 INDEPENDENT DIRECTOR SHARE OWNERSHIP PLAN
(Full title of the plan)
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
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered (1) Registered (1)(2) Per Share (1)(2) Offering Price (1)(2) (1)(2)
Common Stock 3,500/(1)/ $10.0937/(2)/ $ 35,328 $ 9.33
$1.00 par value 46,500/(3)/ $10.2188/(4)/ $475,174 125.45
----------- -------
50,000 $134.78
=========== =======
</TABLE>
/(1)/ Shares the right to which accrued on July 13, 1999.
/(2)/ Average of the high and low prices on the New York Stock Exchange on May
28, 1999.
/(3)/ Additional shares which may be granted under the 1999 Independent Director
Share Ownership Plan (the "Plan").
/(4)/ These shares are to be granted at values not presently determinable.
Pursuant to Rule 457(c), the price is based market value which is the
average of the high and low prices on the New York Stock Exchange on
February 29, 2000, as reported in the Wall Street Journal.
<PAGE>
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 28, 1999;
b. The Company's Quarterly Reports on Form 10-Q for the quarters ended
May 31, 1999, August 31, 1999 and November 30, 1999, and the
Company's Current Report on Form 8-K dated September 15, 1999, as
amended on November 15, 1999;
c. "Item 1. Description of Registrant's Securities to be Registered"
in the Company's Registration Statement on Form 8-A (File No. 001-
12777) describing the Company's common stock, as filed with the
Securities and Exchange Commission on February 24, 1997.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters relating to the Plan have 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 16,645 shares of Registrant common stock including
exercisable options to purchase 12,400 shares of Registrant common stock. It is
expected that this amount may change from time to time.
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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 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 11 of the Registrant's Articles of Incorporation
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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number and Description
------------------------------
(4) Instruments Defining the Rights of Security Holders, Including
Indentures
(4.1) Resolutions adopted by the Board of Directors of the
Company on January 19, 1999 establishing the Plan
(4.2) Resolutions adopted by the Board of Directors of the
Company on September 22, 1999 amending the Plan to limit
the number of shares which may be issued under the Plan to
a single director and to limit the total number of shares
which may be issued under the Plan
(4.3) Resolutions adopted by the Board of Directors of the
Company on February 29, 2000 designating the Plan as the
1999 Independent Director Share Ownership Plan and
reserving 50,000 shares of Common Stock for grant under it
(5) Opinion of Counsel
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<PAGE>
(23) Consent of Independent Auditors
(24) Power of Attorney
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 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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<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 the City of Fort Worth, State of Texas, on March 3, 2000.
AZTEC MANUFACTURING CO.
By: /s/ L.C. Martin
-------------------------------------------
L.C. Martin, Chairman of the Board and CEO
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
- --------- ----- ----
/s/ L.C. Martin Chairman of the Board, March 3, 2000
- --------------------------- CEO and Director
L.C. Martin
/s/ Dana L. Perry Vice President, CFO March 3, 2000
- --------------------------- and Director
Dana L. Perry
/s/ David H. Dingus President, Chief Operating March 3, 2000
- --------------------------- Officer and Director
David H. Dingus
/s/ Robert H. Johnson* Director March 3, 2000
- ---------------------------
Robert H. Johnson
/s/ Martin C. Bowen* Director March 3, 2000
- ---------------------------
Martin C. Bowen
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<PAGE>
/s/ W.C. Walker* Director March 3, 2000
- ---------------------------
W.C. Walker
/s/ R.J. Schumacher* Director March 3, 2000
- ---------------------------
R. J. Schumacher
/s/ Sam Rosen Director March 3, 2000
- ---------------------------
Sam Rosen
/s/ Dr. H. Kirk Downey* Director March 3, 2000
- ---------------------------
Dr. H. Kirk Downey
/s/ Kevern R. Joyce* Director March 3, 2000
- ---------------------------
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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<CAPTION>
Exhibit Page No.
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(4) Instruments Defining the Rights of Security Holders, Including Indentures
(4.1) Resolutions adopted by the Board of Directors of the Company on
January 19, 1999 establishing the Plan...................................8
(4.2) Resolutions adopted by the Board of Directors of the Company on
September 22, 1999 amending the Plan to limit the number of shares
which may be issued under the Plan to a single director and to limit
the total number of shares which may be issued under the Plan............9
(4.3) Resolutions adopted by the Board of Directors of the Company on
February 29, 2000 designating the Plan as the 1999 Independent
Director Share Ownership Plan and reserving 50,000 shares of Common
Stock for grant under it................................................10
(5) Opinion of Counsel.............................................................11
(23) Consent of Independent Auditors................................................13
(24) Power of Attorney..............................................................14
</TABLE>
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<PAGE>
EXHIBIT 4.1
Resolutions adopted by the Board of Directors of the Company on January 19, 1999
establishing the Plan:
RESOLVED that it would be in the best interest of the Company to,
and the Board hereby does, adopt a policy with regard to ownership of
shares of Company stock by outside members of the Board; and
RESOLVED FURTHER that pursuant to such policy: (i) 1,000 shares
of Aztec stock, or if less, Aztec shares having a market value of
$15,000.00, shall be granted to each new outside board member upon his
or her election to the Board, whether such election is held by the
Board during a fiscal year or is held by the shareholders of the
Company at a meeting called for the purpose of electing directors,
(ii) 500 shares of Aztec stock shall be granted to each outside member
of the board after each annual meeting of the shareholders after which
he or she continues to serve on the Board, until each board member has
been granted 5,000 shares, inclusive of shares, if any, granted under
(i) above, and (iii) each member of the Board shall be required during
his or her tenure on the Board to hold a number of shares of Aztec
stock that is at least equal to one-half the number of shares obtained
through the direct stock grants made pursuant to (i) and (ii) above.
<PAGE>
EXHIBIT 4.2
Resolutions adopted by the Board of Directors of the Company on September
27, 1999 amending the Plan to limit the number of shares which may be issued
under the Plan to a single director and to limit the total number of shares
which may be issued under the Plan:
RESOLVED that the Company plan with regard to ownership of
Company stock by members of the Board of Directors adopted at a
meeting of the Board on January 19, 1999 is hereby amended to provide
that (i) no single officer or director may acquire under the plan more
than one percent (1%) of the shares of the Company's Common Stock
outstanding on the date of adoption of that policy; and (ii) together
with all other plans of the Company (other than plans for which
shareholder approval is not required under subsections (1) and (3) of
Section 312.03 of the Listed Company Manual of the New York Stock
Exchange) the plan shall not permit the issuance of more than five
percent (5%) of the Company's Common Stock outstanding on the date the
policy was adopted.
<PAGE>
EXHIBIT 4.3
Resolutions adopted by the Board of Directors of the Company on February
29, 2000 designating the Plan as the 1999 Independent Director Share Ownership
Plan and reserving 50,000 shares of Common Stock for grant under it:
WHEREAS by resolutions adopted on January 19, 1999 and September
22, 1999 the Board of Directors established a plan for the grant of
stock options to independent members of the Board of Directors (the
"Plan");
NOW, THEREFORE, BE IT RESOLVED, that such Plan shall be known as
the 1999 Independent Director Share Ownership Plan; and
RESOLVED FURTHER that in order to provide flexibility in the
number of shares to be granted to a new director the Plan is hereby
amended to permit the issuance under the Plan of such number of shares
to a new independent director as the Board may deem appropriate (but
not less than 1,000 shares, or if less, shares having a market value
of $15,000) provided such grant does not violate the provisions of the
Plan with regard to the maximum number of shares which may be granted
under the Plan or to a single director; and
RESOLVED FURTHER that 50,000 shares of the Company's $1.00 par
value Common Stock shall be reserved for issuance under the Plan,
registered under the Securities Act of 1933 on Form S-8 and listed on
the New York Stock Exchange; and
RESOLVED FURTHER that the officers of the Company are authorized
and directed to take all such action as may be necessary or
appropriate in order to carry out the intent of these resolutions.
<PAGE>
EXHIBIT 5
February 28, 2000
Aztec Manufacturing Co.
400 North Tarrant Road
Crowley, Texas 76036
Re: Registration Statement on Form S-8
Gentlemen:
The opinion set forth below is given pursuant to Item 501(b) (5) of
Regulation S-K for inclusion as Exhibit 5 to the Registration Statement on Form
S-8 (the "Registration Statement"), of Aztec Manufacturing Co., a Texas
corporation (the "Company"), pertaining to the granting of up to 50,000 shares
of Common Stock (the "Shares") under the Aztec Manufacturing Co. 1999
Independent Director Share Ownership Plan (the "Plan").
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to our reviewed by us, including all amendments and
supplements thereto, are accurate and complete and if not originals are true and
correct copies of the originals; (ii) the signatures on each of such documents
by the parties thereto are genuine; (iii) each individual who signed such
documents had the legal capacity to do so; (iv) all persons who signed such
documents on behalf of the corporation were duly authorized to do so; and (v)
the company has sufficient surplus at the time of issuance. We have assumed
that there are no amendments, modifications or supplements to such documents
other than those amendments, modifications and supplements that are known to us.
Based on the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that the Shares have been duly
authorized and will, when granted pursuant to the Plan, be validly issued, fully
paid and nonassessable.
This opinion is further limited and qualified in all respects as follows:
This opinion is specifically limited to matters of the laws of the State of
Texas and the federal laws of the United States of America. We express no
opinion as to the applicability of the laws of any other particular jurisdiction
to the transactions described in this opinion. This opinion is limited to the
specific opinions expressly stated herein, and no other opinion is implied or
may be inferred beyond the specific opinions expressly stated herein.
This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclose, made available to our relied upon by any other
person, firm or entity without our express prior written consent.
This opinion is based upon our knowledge of the law and facts as of the
date hereof. We assume no duty to update or supplement this opinion to reflect
any facts or circumstances that may
<PAGE>
hereafter come to our attention or to reflect any changes in any law that may
hereafter occur or become effective.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act of the rules and regulations of the commission promulgated thereunder.
Respectfully submitted,
Shannon, Gracey, Ratliff & Miller, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 33-____________) pertaining to the Aztec Manufacturing Co. 1999
Independent Director Share Ownership Plan of our reports (a) dated March 29,
1999, with respect to the consolidated financial statements and schedules of
Aztec Manufacturing Co. incorporated by reference in its Annual Report (Form 10-
K) for the year ended February 28, 1999, and (b) dated October 29, 1999, with
respect to the financial statements of Compressed Gas Insulated Transmission for
the year ended December 31, 1998, included in Aztec Manufacturing Co.'s Current
Report on Form 8-K/A dated November 15, 1999, filed with the Securities and
Exchange Commission.
Fort Worth, Texas
March 2, 2000
<PAGE>
EXHIBIT 24
SPECIAL POWER OF ATTORNEY
THE STATE OF TEXAS (S)
(S) KNOW ALL MEN BY THESE PRESENTS:
COUNT OF TARRANT (S)
THAT WE, the undersigned, of Tarrant County, Texas, have made, constituted,
and appointed, and by these presents to make, constitute, and appointed L.C.
MARTIN, DANA L. PERRY, and SAM ROSEN, and each of them severally, our true and
lawful attorneys and agents to execute in our name, placed, and stead (in such
capacity) the Form S-8 Registration Statement of AZTEC MANUFACTURING CO. (the
"Company") registering under the Securities Act of 1933, as amended, 50,000
shares of the Company's $1.00 par value Common Stock for grant and under the
Company's 1999 Independent Director Share Ownership Plan and all amendments and
additions thereto ("Form S-8"), each of said attorneys and agents to have power
to act with or without the other and to have full power and authority to do and
perform in the name of and on behalf of each of the undersigned, as the case may
be, every act whatsoever necessary or advisable to be done in the premises as
fully and to all intents and purposes as any of the undersigned might or could
do in person, such power to extend to the execution of any amendment to the Form
S-8.
WITNESS OUR HANDS this 29/th/ day of February, 2000.
/s/ L.C. Martin
-----------------------------------
L.C. MARTIN
/s/ David H. Dingus
-----------------------------------
DAVID H. DINGUS
/s/ Robert H. Johnson
-----------------------------------
ROBERT H. JOHNSON
/s/ Martin C. Bowen
-----------------------------------
MARTIN C. BOWEN
/s/ Dr. H. Kirk Downey
-----------------------------------
DR. H. KIRK DOWNEY
<PAGE>
/s/ Sam Rosen
-----------------------------------
SAM ROSEN
/s/ Kevern R. Joyce
-----------------------------------
KEVERN R. JOYCE
/s/ Dana L. Perry
-----------------------------------
DANA L. PERRY
/s/ R.J. Schumacher
-----------------------------------
R.J. SCHUMACHER
/s/ W.C. Walker
-----------------------------------
W.C. WALKER
