As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 33-_______
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________
GREENFIELD INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2917072
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2743 Perimeter Parkway
Building One Hundred, Suite 100
Augusta, GA 30909
(Address of Principal Executive Offices)
______________________________
Greenfield Industries, Inc.
Amended and Restated Employee Stock Option Plan
(Full Title of the Plan)
______________________________
PAUL W. JONES
Chief Executive Officer
Greenfield Industries, Inc.
2743 Perimeter Parkway
Building One Hundred, Suite 100
Augusta, GA 30909
(706) 863-7708
(Name and Address and Telephone Number of Agent for Service)
Copy to:
MATTHEW G. MALONEY, ESQ.
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
_______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be be Offering Price Per Aggregate Offering Registered Fee
be Registered Registered Share (1) Price (1)
- -------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 1,000,000 $24.75 $24,750,000 $7,500.00
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
_______________
(1) Computed pursuant to Rule 457 (c) and (h)(1) based on the
average of the high and low prices on May 5, 1997, as reported by the Nasdaq
National Market
The total number of pages contained in this document and exhibits and
attachments thereto is 31. The Exhibit Index is located on sequentially numbered
page 8.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b) under the Securities Act of
1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents of Greenfield Industries, Inc. (the "Registrant")
filed with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed on March 27, 1997 pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), which contains audited
financial statements for the Registrant's fiscal year ended December 31, 1996,
the latest fiscal year for which such statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year ended December 31,
1996.
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A filed May 27, 1993 pursuant to
Section 12(g) of the Exchange Act, as amended by the Registrant's Form 8-A/A
filed July 13, 1993.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware permits
the Registrant, subject to the standards set forth therein, to indemnify any
person in connection with any action, suit or proceeding brought or threatened
by reason of the fact that such person is or was a director, officer, employee
or agent of the Registrant or is or was serving as such with respect to another
corporation or entity at the request of the Registrant. Article VII, Section 8
of the Registrant's By-laws provides for full indemnification of its officers,
directors and employees to the extent permitted by Section 145.
Directors and officers of the Registrant are insured against certain
liabilities including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The "Exhibit Index" on page E-1 is hereby incorporated by reference.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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 the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(c) 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)(a) and (1)(b) of this Item do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the undersigned Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
3
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act, 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) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.
That, insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
The Registrant. 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 Augusta, State of Georgia, on May 8, 1997.
GREENFIELD INDUSTRIES, INC.
(Registrant)
By:/s/ Gary L. Weller
---------------------------------
Name: Gary L. Weller
Title: Senior Vice President and
Chief Financial Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 9, 1997.
Signature Title and Position
* Chairman of the Board
- -----------------------
Donald E. Nickelson
* President, Chief Executive
- ----------------------- Officer and Director
Paul W. Jones (Principal Executive
Officer)
/s/ Gary L. Weller Senior Vice President and
- ----------------------- Chief Financial Officer
Gary L. Weller (Principal Financial
and Accounting Officer)
* Director
- -----------------------
John W. Burge, Jr.
* Director
- -----------------------
Peter S. Finley
* Director
- -----------------------
Robert E. Lefton
* Director
- -----------------------
Robert W. Pratt, Jr.
* Director
- -----------------------
Julian M. Seeherman
* Director
- -----------------------
Dennis W. Sheehan
*By: /s/ Gary L. Weller
- -----------------------
Gary L. Weller
Attorney-in-Fact
___________________
*Such signature has been affixed pursuant to the following Power of Attorney:
6
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
7
<PAGE>
EXHIBIT INDEX
Page No. in
Sequential
Exhibit No. Description Numbering System
4.1 Amended and Restated Certificate
of Incorporation of the
Registrant (incorporated by
reference to Exhibit 3(1) to
Registrant's Registration
Statement on Form S-1 filed
May 27, 1993 (No. 33-63442))
4.2 Amended By-laws of the Registrant
(incorporated by reference to
Exhibit 3(2) to Registrant's
Registration Statement on Form S-1
filed May 27, 1993 (No. 33-63442))
4.3 Greenfield Industries, Inc.
Amended and Restated Employee
Stock Option Plan
5.1 Opinion of Dickstein Shapiro Morin
& Oshinsky LLP re: legality of
Common Stock being registered
23.1 Consent of Dickstein Shapiro Morin
& Oshinsky LLP (included in 5.1)
23.2 Consent of Price Waterhouse LLP,
Independent Accountants
24.1 Powers of Attorney
E-1
<PAGE>
AMENDED AND RESTATED
GREENFIELD INDUSTRIES, INC.
EMPLOYEE STOCK OPTION PLAN
ARTICLE I
INTRODUCTION
1. Adoption and Purpose.
---------------------
a. Greenfield Industries, Inc., a Delaware corporation (the "Company"),
hereby adopts this Greenfield Industries, Inc. Employee Stock Option Plan (the
"Plan"), dated July 1, 1993 and reserves from the authorized but unissued shares
of its Common Stock, par value $0.01 per share (the "Common Stock"), a total of
2,000,000 shares (the number of such shares being subject to adjustment as
provided in Article III hereof) for issuance pursuant to the Plan, all on the
terms set forth in the Plan.
b. The purpose of the Plan is to provide selected key employees of the
Company, key employees of any subsidiary corporation or parent corporation of
the Company now existing or hereafter formed or acquired, upon whose efforts the
Company is dependent for the successful conduct of its business, an opportunity
to obtain a proprietary interest in the Company, to increase such proprietary
interest, or to benefit from the appreciation in the value of the Common Stock.
The Plan will provide a means for such selected key employees to purchase shares
of Common Stock pursuant to non-qualified stock options (the "Non-Qualified
Options") and for such key employees to purchase shares of common stock pursuant
to incentive stock options (the "Incentive Options," and, together with the
Non-Qualified Options, the "Options"). Incentive Options are intended to qualify
as options described in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), but the Company makes no warranty as to the qualification
of any Option as an Incentive Option.
c. As used in the Plan, the terms "subsidiary corporation" and "parent
corporation" shall mean, respectively, a corporation coming within the
definition of such terms contained in Sections 424(f) and 424(e) of the Code.
d. Shares issued pursuant to the Plan shall be fully paid and
nonassessable.
2. Administration.
--------------
a. The Plan shall be administered by the Board of Directors (the "Board")
or such committee thereof as may be appointed from time to time by the Board of
Directors. Any such committee shall consist of two or more individuals who shall
be
<PAGE>
members of the Board and shall be comprised solely of directors who are
"Non-Employee Directors" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any reference
to the Board of Directors contained herein shall mean and include any such duly
authorized committee thereof.
b. Subject to the terms and conditions of the Plan, the Board shall have
full and complete discretionary authority: (i) to construe and interpret the
Plan; (ii) to define the terms used herein; (iii) to prescribe, amend and
rescind rules and regulations relating to the Plan; (iv) subject to the
conditions set forth in the Plan, to determine the individuals, if any, to whom
Options shall be granted (the "Optionees"), the time or times at which Options
shall be granted, the period or periods of exercisability of each Option, the
number of shares to be subject to each Option, and the Option price; and (v) to
make all other determinations necessary or advisable for the administration of
the Plan. All determinations and interpretations made by the Board shall be
binding and conclusive on all Optionees and on their legal representatives and
beneficiaries.
c. In making any determination as to the individuals to whom Options shall
be granted under the Plan and as to the number of shares of Common Stock to be
covered by such Options, the Board shall take into account the duties of the
respective individuals, their length of service, their amount of earnings, their
present and potential contributions to the success of the Company, and such
other factors as the Board shall deem relevant in connection with accomplishing
the purposes of the Plan; provided, however, that no participant shall be
granted Incentive Options in any calendar year to purchase shares of stock in
the Company or in any subsidiary corporation or parent corporation of the
Company in excess of the maximum allotment described in Section 5 of Article II
of the Plan.
d. No member or former member of the Board shall be liable for any action
or determination made in good faith with respect to the Plan or any Option
granted hereunder.
<PAGE>
ARTICLE II
STOCK OPTIONS
-------------
1. Eligibility; Participation; Special Limitations.
-----------------------------------------------
a. Key employees of the Company, or of any subsidiary corporation or parent
corporation of the Company, including directors who are employees, except as
otherwise provided in the Plan, shall be eligible to receive Non-Qualified and
Incentive Options under the Plan. The Board may determine by resolution that
certain employees or classes of employees are not eligible to receive Options
under the Plan. An individual who has been granted an Option may, if otherwise
eligible, be granted additional Options if the Board shall so determine,
provided, however, the number of Incentive Options which may be granted to an
individual shall not exceed the maximum allotment described in the Plan.
b. At the time a Non-Qualified Option is granted, there shall be a written
non-qualified stock option agreement (the "Non-Qualified Stock Option
Agreement") between the participant and the Company setting forth the terms and
exercise periods with respect to the Non-Qualified Options granted.
c. At the time an Incentive Option is granted, there shall be a written
incentive stock option agreement (the "Incentive Stock Option Agreement")
between the participant and the Company setting forth the terms and exercise
periods with respect to the Incentive Options granted.
d. Nothing contained in the Plan or in any resolution adopted or to be
adopted by the Board or the shareholders of the Company, and no action taken by
the Board, shall entitle a person to receive or have a right to receive any
Option unless and until the Optionee has executed and delivered to the Company a
Non-Qualified Stock Option Agreement or an Incentive Stock Option Agreement with
respect to such option.
2. Option Price.
------------
a. The initial per share option price of any Non-Qualified Option shall be
established by the Board, provided that the option price shall not be less than
the fair market value of the Common Stock on the date of grant.
b. The per share exercise price of any Incentive Option shall not be less
than the fair market value of the Common Stock on the date of grant; provided,
however, that, in the case of a participant who owns more than ten percent (10%)
of the total combined voting power of all classes of stock in the Company, or to
the extent applicable, any subsidiary corporation or parent corporation of the
Company at the time an Incentive
<PAGE>
Option is granted to the participant (a "10%
Shareholder"), the initial per share option price shall not be less than one
hundred ten percent (110%) of the fair market value of the Common Stock on the
date of grant.
c. For the purposes of this Section, the fair market value of a share of
Common Stock on any date shall be equal to the closing sale price of a share of
the Common Stock as published by a national securities exchange on which the
shares of the Common Stock are traded on such date or, if there is no sale of
the Common Stock on such date, the average of the bid and asked prices on such
exchange at the close of trading on such date or, if shares of Common Stock are
not listed on a national securities exchange on such date but are authorized for
quotation in the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market System ("NMS"), the last transaction price per
share as reported by NASDAQ NMS on such date or, if shares of Common Stock are
not authorized for quotation in NASDAQ NMS on such date, the average of the bid
and asked prices in the over the counter market or, if the Common Stock is not
listed on a national securities exchange, quoted in NASDAQ NMS or quoted in the
over the counter market, the fair market value of a share of the Common Stock on
such date as shall be determined in good faith by the Board. In rendering its
determination of the Common Stock's fair market value, the Board shall comply
with Section 422(b)(4) of the Code and the applicable regulations promulgated
thereunder.
d. For purposes of the Plan, the determination of the Board of the fair
market value of a share shall be conclusive.
3. Term During Which Options May Be Granted.
----------------------------------------
No Option may be granted after the date on which Options granted to all
Optionees shall equal 2,000,000 shares of Common Stock (the number of such
shares being subject to adjustment as provided in Article III hereof). If an
Option shall expire or terminate without having been exercised in full, any
shares of Common Stock covered by that Option which are not purchased may be
added to the shares otherwise available for Options to be granted pursuant to
the Plan. Notwithstanding any other provision of this Plan to the contrary, any
Option granted pursuant to this Plan must be granted within ten (10) years from
the earlier of the date the Plan is adopted by the Board or the date of
shareholder approval described in Section 4 of Article IV.
4. Term During Which Options May be Exercised.
------------------------------------------
Participants shall be granted Options for such term as the Board shall
determine. The term of any Option which is an Incentive Option shall not exceed
ten (10) years from the date of the granting thereof; provided, however, in the
case of a participant who is a 10% Shareholder at the time an Incentive Option
is granted to the participant, the term
<PAGE>
with respect to such Incentive Option shall not be in excess of five (5)
years from the granting thereof.
5. Maximum Allotment of Incentive Options.
--------------------------------------
The aggregate fair market value of the shares of Common Stock (determined
on the date of grant) for which a participant may be granted Incentive Options
which are exercisable for the first time in any particular calendar year
(whether under the terms of the Plan or any other stock option plan of the
Company, its parent corporation or any subsidiary corporation) shall not exceed
$100,000. To the extent any Option which is intended to be an Incentive Option
is granted to any participant fails to satisfy the requirements of this Section,
the Incentive Option shall be treated as a Non-Qualified Option. This Section
shall be applied by taking Options into account in the order in which they are
granted.
6. Exercise of Options.
-------------------
a. A participant may exercise each Option granted to the participant in
such installments as the Board shall determine at the time of the grant thereof.
b. Except as otherwise set forth in the Plan or the applicable
Non-Qualified Stock Option Agreement or Incentive Stock Option Agreement, an
Option may be exercised in whole or in part at any time or from time to time.
c. An option may be exercised only by a written notice of intent to
exercise such Option with respect to a specified number of shares of the Common
Stock and payment to the Company of the amount of the Option price for the
number of shares of the Common Stock so specified: provided, however, that, if
the Board shall in its sole discretion so determine at the time of the grant or
exercise of any Option, all or any portion of such payment may be made in kind
by the delivery of shares of the Common Stock having a fair market value, on the
date of delivery (as determined in the manner set forth in Section 2(c) of this
Article), equal to the portion of the Option price so paid. Options granted
pursuant to the Plan shall be exercised by the Optionee as to all or part of the
shares covered thereby by giving written notice of the exercise thereof to the
corporate secretary of the Company at the principal business office of the
Company, specifying the number of shares to be purchased and accompanied by
payment of the full purchase price therefor: (i) in cash or by certified or
official bank check, (ii) if the Board in its sole discretion determines under
this Section 6(c) of Article II of the Plan, in shares of Common Stock, valued
as of the date of exercise, of the same class as those to be granted by the
exercise of the Option, or (iii) if the Board in its sole discretion determines,
in a combination of the methods described in (i) and (ii) above. The Company
will deliver the shares being purchased within five business days of receipt of
notice, payment and any
<PAGE>
other items required under this Plan or the applicable Non-Qualified Stock
Option Agreement or Incentive Stock Option Agreement to exercise Options by an
Optionee.
d. An Option may, in the discretion of the Board, include a reload stock
option right which shall entitle the Optionee, upon (i) the exercise of such
original Option prior to the Optionee's termination of employment and (ii)
payment of the appropriate exercise price in shares of Common Stock that have
been owned by such Optionee for at least six months prior to the date of
exercise, to receive a new option (the "Reload Option") to purchase, at the fair
market value on the date of the exercise of the original Option, the number of
shares of Common Stock equal to the number of whole shares delivered by the
Optionee in payment of the exercise price of the original Option. Such Reload
Option shall be subject to the same terms and conditions, including expiration
date, and shall be exercisable at the same time or times as the original Option
with respect to which it is granted, except that in no event shall such Reload
Option be exercisable within six months of its date of grant.
e. To the extent that an Option is not exercised within the period of
exercisability specified in the applicable Non-Qualified Stock Option Agreement
or Incentive Stock Option Agreement, it shall expire as to the then unexercised
part.
f. In no event shall an Option granted pursuant to this Plan be exercised
for a fraction of a share.
7. Transferability.
---------------
An Option granted pursuant to the Plan shall not be assignable or
transferable by the Optionee, either voluntarily or by operation of law, other
than by will or by the laws of descent and distribution. Each Option granted to
the Optionee may be exercised only by the Optionee, and after the death of
Optionee, only by the person or persons to whom the rights under such Option
pass by the laws of descent and distribution, all in accordance with this Plan.
8. Termination of Employment.
-------------------------
a. Upon termination of employment of any participant with the Company and
all subsidiary corporations and parent corporations of the Company, any Option
previously granted to the participant, unless otherwise specified by the Board,
shall, to the extent not previously exercised, terminate and become null and
void provided that:
(i) if any participant shall die while in the employ of such corporation or
during either the three (3) month or one (1) year period, whichever is
applicable, specified in clause (ii) below and at a
<PAGE>
time when such participant was entitled to exercise an Option as herein
provided, the legal representative of such participant, or such person who
acquired such Option by bequest or inheritance or by reason of the death of the
participant, may, not later than one (1) year from the date of death, exercise
such Option with respect to the number of shares as to which such option was
exercisable on the date of death, to the extent the Option has not been
exercised with respect to all such shares;
(ii) if the employment of any participant to whom such Option shall have
been granted shall terminate by reason of the participant's retirement (at such
age or upon such conditions as shall be specified by the Board), disability (as
described in Section 22(e)(3) of the Code) or dismissal by the employer other
than for cause (as defined below), and such participant is entitled to exercise
such Option on the date of death, retirement, disability or dismissal, such
participant shall have the right to exercise such Option so granted, to the
extent the Option has not been exercised, in respect of any or all of such
number of shares to which such Option has not been exercised at any time up to
and including (A) three (3) months after the date of such termination of
employment in the case of termination by reason of retirement or dismissal other
than for cause and (B) one (1) year after the date of termination of employment
in the case of termination by reason of disability.
b. If an employee voluntarily terminates his or her employment, or is
discharged for cause, any Option granted hereunder shall, unless otherwise
specified by the Board, immediately terminate with respect to any unexercised
portion thereof. For the purposes of the plan, the term "for cause" shall mean
(i) with respect to an employee who is a party to a written agreement with, or
alternatively, participates in a compensation or benefit plan of the Company or
a subsidiary corporation or parent corporation of the Company, which agreement
or plan contains a definition of "for cause" or "cause" (or words of like
import) for purposes of termination of employment thereunder by the Company or
such subsidiary corporation or parent corporation of the Company, "for cause" or
"cause" as defined in the most recent of such agreements or plans, or (ii) in
all other cases, as determined by the Board in its sole discretion, the term
"for cause" shall mean: (A) the willful commission by an employee of a criminal
or other act that causes or is likely to cause substantial economic damage to
the Company or a subsidiary corporation or parent corporation of the Company or
substantial injury to the business reputation of the Company or a subsidiary
corporation or parent corporation of the
<PAGE>
Company; (B) the commission by an employee of an act of fraud in the
performance of such employee's duties on behalf of the Company or a subsidiary
corporation or parent corporation of the Company; or (C) the continuing willful
failure of an employee to perform the duties of such employee to the Company or
a subsidiary corporation or parent corporation of the Company (other than such
failure resulting from the employee's incapacity due to physical or mental
illness) after written notice thereof (specifying the particulars thereof in
reasonable detail) and a reasonable opportunity to be heard and cure such
failure are given to the employee by the Board. For purposes of the Plan, no
act, or failure to act, on the employee's part shall be considered "willful"
unless done or omitted to be done by the employee not in good faith without
reasonable belief that the employee's action or omission was in the best
interest of the Company or a subsidiary corporation or parent corporation of the
Company.
c. For the purposes of the Plan, an employment relationship shall be deemed
to exist between an individual and a corporation if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422 of the Code. If an individual is on military, sick leave or other
bona fide leave of absence such individual shall be considered an "employee" for
purposes of the exercise of an option and shall be entitled to exercise such
Option during such leave if the period of such leave does not exceed 90 days,
or, if longer, so long as the individual's right to reemployment with the
Company (or a related corporation) is guaranteed either by statute or by
contract. If the period of leave exceeds ninety (90) days, the employment
relationship shall be deemed to have terminated on the ninety-first (91st) day
of such leave, unless the individual's right to reemployment is guaranteed by
statute or contract.
d. A termination of employment shall not be deemed to occur by reason of
(i) the transfer of an employee from employment by the Company to employment by
a subsidiary corporation or a parent corporation of the Company or (ii) the
transfer of an employee from employment by a subsidiary corporation or a parent
corporation of the Company to employment by the Company or by another subsidiary
corporation or parent corporation of the Company.
e. Notwithstanding anything contained in this Plan to the contrary, no
person shall be entitled to exercise any Option after the period of
exercisability of such Option as specified in the applicable Non-Qualified Stock
Option Agreement or Incentive Stock Option Agreement.
f. The Board may in its discretion extend the period during which a
Non-Qualified Option may be exercised to such period, not to exceed three years
following the termination of a participant's employment or service with the
Company or subsidiary corporation or parent corporation of the Company, as the
Committee may determine in its discretion to be appropriate in any particular
instance.
<PAGE>
9. Change of Position; Disclaimer of Rights
----------------------------------------
Except as otherwise provided in a Non-Qualified Stock Option Agreement or
Incentive Stock Option Agreement, any change of an Optionee's duties or
positions with the Company or with any subsidiary corporation or parent
corporation of the Company shall not affect the Optionee's right to exercise
Options granted pursuant to the Plan; provided, however, that no provision in
the Plan or any Option shall be construed to confer upon the Optionee any right
to be employed by the Company or any subsidiary corporation or parent
corporation of the Company, or to interfere in any way with the right and
authority of the Company or any subsidiary corporation or parent corporation of
the Company either to increase or decrease the compensation of the Optionee, at
any time, or to terminate any relationship or employment between the Optionee
and the Company or any subsidiary corporation or parent corporation of the
Company.
10. Compliance with Law.
-------------------
Any person exercising an Option shall make such representations and
agreements and furnish such information as the Board may in its discretion deem
necessary or desirable to assure compliance by the Company, on terms acceptable
to the Company, with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), and any other applicable legal requirements.
11. Issuance of Certificates; Legends.
---------------------------------
a. Upon any exercise of an Option which may be granted hereunder and
payment of the Option's purchase price, a certificate for the shares of Common
Stock as to which the Option has been exercised shall be issued by the Company
in the name of the person exercising the Option and shall be delivered to or
upon the order of such person or persons. The Company may endorse such legend or
legends upon the certificates for shares issued upon exercise of an Option
granted hereunder and may issue such "stop transfer" instructions to its
transfer agent in respect of such shares as, in its discretion, it determines to
be necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act, (ii)
implement the provisions of the Plan and any agreement between the Company and
the Optionee with respect to such shares, or (iii) permit the Company to
determine the occurrence of a disqualifying disposition, as described in Section
421(b) of the Code, of shares transferred upon exercise of an Incentive Option
granted under the Plan.
b. The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of shares of Common Stock, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer.
<PAGE>
c. The Company, in its discretion, may postpone the issuance and delivery
of shares of Common Stock upon any exercise of an Option until completion of a
securities exchange listing or registration or other qualification of such
shares under any state or federal law, rule or regulation as the Company may
consider appropriate.
12. Listing of Shares and Related Matters.
-------------------------------------
If at any time the Board shall determine in its discretion that the
listing, registration or qualification of the shares of Common Stock covered by
the Plan upon any national 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 sale or
purchase of shares under the Plan, no Option may be exercised in whole or in
part unless and until such listing, registration, qualification, consent or
approval shall have been effected or obtained, or otherwise provided for, free
of any conditions not acceptable to the Board.
ARTICLE III
STOCK ADJUSTMENTS
1. The provisions of this Article shall be applicable to any Non-Qualified
Option or Incentive Option awarded to any individual pursuant to Article II. Any
adjustment of an Incentive Stock Option under this Article shall be made in such
manner as not to constitute a "modification" within the meaning of Section
424(h)(3) of the Code.
2. In the event that at any time after the effective date of the Plan the
outstanding shares of Common Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split, stock dividend,
combination of shares or the like, the Board shall make an appropriate and
equitable adjustment in the number and kind of shares as to which all
outstanding Options granted pursuant to the Plan, or portions thereof then
unexercised, shall be exercisable, to the end that after such event the shares
subject to the Plan and each Optionee's proportionate interest shall be
maintained as before the occurrence of such event. Any such adjustment made by
the Board shall be final and binding upon all Optionees, the Company, and all
other interested persons.
3. Adjustments under this Article III shall be made by the Board, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding, and conclusive. No fractional shares of Common Stock or
units of other securities shall be issued pursuant to any such adjustment, and
any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share.
<PAGE>
ARTICLE IV
MISCELLANEOUS
1. Amendment and Termination of Plan.
---------------------------------
a. The Board may, in its discretion, at any time suspend or terminate the
Plan. The Board may also at any time amend or revise the terms of the Plan or
any Option granted under the Plan.
b. No amendment, suspension, or termination of the Plan shall, subject to
Article III hereof, alter or impair any rights or obligations under any Option
granted under the Plan without the consent of the Optionee.
2. Fees and Expenses.
-----------------
Except as otherwise provided in this Plan, the Company will pay any and all
fees and expenses necessarily incurred by the Company in connection with the
administration of the Plan.
3. Withholding for Taxes.
---------------------
Any issuance of Common Stock pursuant to the exercise of an Option under
the Plan shall not be made until appropriate arrangements satisfactory to the
Board have been made for the payment of any tax amounts (federal, state, local
or other) that may be required to be withheld or paid by the Company (or any
subsidiary or parent thereof) with respect to such Optionee. Such arrangements
may, at the discretion of the Board, include allowing the Optionee to tender to
the Company shares of Common Stock owned by the Optionee, which have an
aggregate fair market value per share as of the date of such withholding that is
not greater than the sum of all tax amounts to be withheld with respect thereto,
together with payment of any remaining portion of such tax amounts in cash or by
check payable and acceptable to the Board.
Notwithstanding the foregoing, if on the date of an event giving rise to a
tax withholding obligation on the part of the Company the Optionee is an officer
or individual subject to Rule 16b-3, such tax withholding shall be automatically
effectuated by the Company withholding the necessary number of shares of Common
Stock (at the highest applicable marginal tax rate for individuals) from such
Option exercise.
<PAGE>
4. Adoption and Effectiveness of Plan.
----------------------------------
The Plan shall be adopted by resolution of the Company's Board on July 1,
1993, and shall be effective as of such date or a subsequent date set forth in
such resolution, subject to approval by the holders of a majority of the
outstanding shares of Common Stock of the Company within one (1) year of such
adoption. Prior to such shareholder approval, Options may be granted under the
Plan, but any such Option by its terms shall not be exercisable prior to such
approval. If the Plan is not approved by the shareholders of the Company, the
Plan shall terminate, and all Options granted under the Plan shall terminate and
become null and void.
5. No Obligation to Exercise Option.
--------------------------------
The granting of an Option shall impose no obligation on the Optionee to
exercise such Option.
6. Number; Gender.
--------------
Whenever used herein, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender.
7. Partial Invalidity.
------------------
The invalidity of any provision contained in the Plan or any Non-Qualified
Stock Option Agreement, Incentive Stock Option Agreement or any other documents
or instrument evidencing the granting of an Option shall not be deemed to affect
the validity of any other provision contained in the Plan or the applicable
document.
8. Governing Law.
-------------
The Plan and any related documents or instruments shall be governed and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused the Plan to be duly executed by
its authorized officers as of the 1st day of July, 1993, as amended and restated
on November 12, 1996 and as further amended on February 18, 1997.
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, NW
Washington, DC 20037-1526
Tel (202) 785-9700 * Fax (202) 887-0689
May 9, 1997
Greenfield Industries, Inc.
2743 Perimeter Parkway
Building One Hundred, Suite 100
Augusta, Georgia 30909
Greenfield Industries, Inc. Amended and Restated Employee Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Greenfield Industries, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of 1,000,000 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), issuable upon the exercise of stock options (the
"Stock Options") granted under the Company's Amended and Restated Employee Stock
Option Plan (the "Plan"). The Common Stock represents authorized and unissued
shares of the Company's Common Stock.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
On the basis of the foregoing, we are of the opinion that:
the Company has taken all necessary corporate action to authorize the
issuance of the Common Stock; and
the shares of Common Stock to be issued upon the exercise of the Stock
Options are validly authorized and when issued, delivered and paid for in
accordance with the terms of the Plan, the shares of Common Stock so issued will
be validly issued, fully paid and non-assessable.
No opinion is expressed herein as to the laws of any jurisdiction other
than the federal laws of the United States of America and, to the extent
required by the foregoing opinion, the General Corporation Law of the State of
Delaware.
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1997 appearing on page 24
of the Greenfield Industries, Inc. 1996 Annual Report, which is incorporated by
reference in Greenfield Industries, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page S-1 of
such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
St. Louis, Missouri
May 7, 1997
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/ Donald E. Nickelson
________________________
Donald E. Nickelson
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/Peter S. Finley
________________________
Peter S. Finley
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/Robert E. Lefton
________________________
Robert E. Lefton
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/Julian M. Seeherman
____________________
Julian M. Seeherman
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/Dennis W.Sheehan
________________________
Dennis W. Sheehan
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/John W. Burge, Jr.
________________________
John W. Burge, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Paul W. Jones and Gary L. Weller, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign the
Corporation's Registration Statement on Form S-8 relating to the shares of the
Corporation's Common Stock issuable under the Corporation's Amended and Restated
Employee Stock Option Plan and to sign any and all amendments (including
post-effective amendments) and supplements thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 9, 1997 /s/Robert W. Pratt, Jr.
________________________
Robert W. Pratt, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer or director of
Greenfield Industries, Inc. (the "Corporation") whose signature appears below
constitutes and appoints Gary L. Weller his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign the Corporation's Registration
Statement on Form S-8 relating to the shares of the Corporation's Common Stock
issuable under the Corporation's Amended and Restated Employee Stock Option Plan
and to sign any and all amendments (including post-effective amendments) and
supplements thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and 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 attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Dated: May 9, 1997 /s/Paul W. Jones
________________________
Paul W. Jones
