<PAGE> 1
As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. __________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
CHASE INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0328047
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
14212 COUNTY ROAD M-50
MONTPELIER, OHIO 43543
(419) 485-3193
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CHASE INDUSTRIES INC.
1997 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
(full title of the plan)
___________________
MARTIN V. ALONZO
CHASE INDUSTRIES INC.
14212 COUNTY ROAD M-50
MONTPELIER, OHIO 43543
(419) 485-3193
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
RODNEY L. MOORE, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
2200 ROSS AVENUE, SUITE 2800
DALLAS, TEXAS 75201
(214) 855-8000
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING PRICE REGISTRATION
REGISTERED UNIT(2) (2) FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK $.01 PAR
VALUE PER SHARE . . . . . 300,000 SHARES $22.13 $6,639,000 $2,012
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the
antidilution provisions of the Plan.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee, based on the average of the high and
low prices of the Common Stock as reported on the New York Stock
Exchange on May 30, 1997.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Chase Industries Inc., a Delaware corporation
(f/k/a Chase Brass Industries, Inc.) (the "Company" or the "Registrant"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Commission on March 18, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997, filed with the Commission on May 13, 1997.
The Company's Current Report on Form 8-K filed with the
Commission on May 28, 1997 regarding the change in the corporate name from
"Chase Brass Industries, Inc." to "Chase Industries Inc."
(c) The description of the Company's common stock contained in
Item 1 of the Company's registration statement on Form 8-A filed with the
Commission on October 13, 1994 (File No. 1-13394), including any amendment or
report filed for the purpose of updating such description.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document that is also incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Eighth of the Restated Certificate of Incorporation of
the Registrant provides that the Company must indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation
Law. Pursuant to Section 145 of the Delaware General Corporation Law, the
Company generally has the power to indemnify its present and former directors
and officers against expenses and liabilities incurred by them in connection
with any suit to which they are, or are threatened to be made, a party by
reason of their serving in those positions so long as they acted in good faith
and in a manner they reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action, so long as
they had no reasonable cause to believe their conduct was unlawful. With
respect to suits by or in the right of the Company, however, indemnification
generally is limited to attorneys' fees and other expenses and is not available
if the person is adjudged to be liable to the Company unless the court
determines that indemnification is appropriate. The statute expressly provides
that the power to indemnify authorized thereby is
II-1
<PAGE> 3
not exclusive of any rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise. The Company also has
the power to purchase and maintain insurance for its directors and officers.
Additionally, Article Eighth of the Company's Restated Certificate of
Incorporation provides that, in the event that an officer or director files
suit against the Company seeking to recover the unpaid amount of a claim for
indemnification or advancement of liabilities or expenses incurred, the burden
will be on the Company to prove that the indemnification or advancement of
costs of defense would not be permitted under the Delaware General Corporation
Law.
The Company has entered into Indemnification Agreements with each of
its directors and executive officers. These agreements provide that the
Company must, within 30 days of request, indemnify an officer or director for
liabilities incurred to the fullest extent permitted by the Delaware General
Corporation Law. The Company must, within two days of request, advance to an
officer or director all costs and expenses incurred in the defense of a claim
or other proceeding. The obligation of the Company to provide the
indemnification does not apply if, before the date on which the Company must
provide the indemnification, the Company's Board of Directors, or a
representative chosen by the Board of Directors, concludes that indemnification
would be improper under the Delaware General Corporation Law.
The preceding discussion of the Company's Restated Certificate of
Incorporation, Section 145 of the Delaware General Corporation Law and the
Indemnification Agreements is not intended to be exhaustive and is qualified in
its entirety by the Company's Restated Certificate of Incorporation, Section
145 of the Delaware General Corporation Law and the Indemnification Agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 - Exchange Agreement, dated November 4, 1994, between
the Company and Citicorp Venture Capital Ltd.
("CVC"), (incorporated by reference to Exhibit 4.4 of
the Company's Registration Statement on Form S-8 as
filed with the Commission on December 12, 1994,
Registration No. 33-87278).
4.2 - Voting Agreement, dated November 10, 1994, between
the Company, CVC and Martin V. Alonzo (incorporated
by reference to Exhibit 4.5 of the Company's
Registration Statement on Form S-8 as filed with the
Commission on December 12, 1994, Registration No.
33-87278).
4.3 - Chase Industries Inc. 1997 Executive Deferred
Compensation Stock Option Plan.
5 - Opinion of Fulbright & Jaworski L.L.P.
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5).
24 - Power of Attorney (included in signature page).
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective dates of
the 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 the Registration
Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(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.
(b) The undersigned Registrant hereby undertakes that, for
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 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.
(c) 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
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 of the Registrant 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on the 30th day of May 1997.
By:/s/ Martin V. Alonzo Martin V.
------------------------------------
Alonzo Chairman of the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Martin V. Alonzo and Michael T.
Segraves, or either of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
and all related registration statements and post-effective amendments, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorneys-in-fact and agents, or either of them, 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 or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Martin V. Alonzo Chairman of the Board, President, Chief May 30, 1997
------------------------------------ Executive Officer and Director
Martin V. Alonzo Principal executive officer)
/s/ Michael T. Segraves Vice President and Chief Financial May 30, 1997
------------------------------------ Officer (Principal financial officer)
Michael T. Segraves
/s/ Raymond E. Cartledge Director May 30, 1997
------------------------------------
Raymond E. Cartledge
/s/ Charles E. Corpening Director May 30, 1997
------------------------------------
Charles E. Corpening
/s/ Donald J. Donahue Director May 30, 1997
------------------------------------
Donald J. Donahue
/s/ John R. Kennedy Director May 30, 1997
------------------------------------
John R. Kennedy
/s/ Thomas F. McWilliams Director May 30, 1997
------------------------------------
Thomas F. McWilliams
/s/ William R. Toller Director May 30, 1997
------------------------------------
William R. Toller
</TABLE>
II-4
<PAGE> 6
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 - Exchange Agreement, dated November 4, 1994, between
the Company and Citicorp Venture Capital Ltd.
("CVC"), (incorporated by reference to Exhibit 4.4 of
the Company's Registration Statement on Form S-8 as
filed with the Commission on December 12, 1994,
Registration No. 33-87278).
4.2 - Voting Agreement, dated November 10, 1994, between
the Company, CVC and Martin V. Alonzo (incorporated
by reference to Exhibit 4.5 of the Company's
Registration Statement on Form S-8 as filed with the
Commission on December 12, 1994, Registration No.
33-87278).
4.3 - Chase Industries Inc. 1997 Executive Deferred
Compensation Stock Option Plan.
5 - Opinion of Fulbright & Jaworski L.L.P.
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5).
24 - Power of Attorney (included in signature page).
</TABLE>
<PAGE> 1
EXHIBIT 4.3
CHASE INDUSTRIES INC.
1997 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
SCOPE AND PURPOSE OF PLAN
Chase Industries Inc., a Delaware corporation (the "Corporation"), has
adopted this 1997 Executive Deferred Compensation Stock Option Plan (this
"Plan") to provide for the granting of Options (hereafter defined) to Eligible
Individuals (hereafter defined).
The purpose of this Plan is to enable the Corporation to provide
certain executive officers and key management employees from time to time
designated by the Committee (hereinafter defined) an opportunity to acquire
additional proprietary interests in the success of the Corporation, which will
more closely align the interest of participating employees in the Corporation
with that of the stockholders and result in an increased incentive for such
persons to remain with the Corporation and strive to maximize the success of
the Corporation.
SECTION 1. DEFINITIONS
1.1 "Acquiring Person" means any Person other than (a) the
Corporation, any Subsidiary of the Corporation, any employee benefit plan of
the Corporation or of a Subsidiary of the Corporation or of a corporation owned
directly or indirectly by the stockholders of the Corporation in substantially
the same proportions as their ownership of Stock of the Corporation, or any
trustee or other fiduciary holding securities under an employee benefit plan of
the Corporation or of a Subsidiary of the Corporation or of a corporation owned
directly or indirectly by the stockholders of the Corporation in substantially
the same proportions as their ownership of Stock of the Corporation (b)
Citicorp Venture Capital, Ltd., a New York corporation ("CVC"), or (c) any
Affiliate of CVC that is directly controlled by Citicorp or Citibank, N.A., or
otherwise is in the same tier as CVC of Affiliates under the control of such
entities ("Direct Affiliates"), but shall not include any entities that may be
deemed an Affiliate of CVC as a result of the investment by any Direct
Affiliate in such entity.
1.2 "Affiliate" means (a) any Person who is directly or indirectly
the beneficial owner of at least 10% of the voting power of the outstanding
Voting Securities of the Corporation or (b) any Person controlling, controlled
by, or under common control with the Corporation or any Person contemplated in
clause (a) of this Subsection 1.2.
1.3 "Annual Bonus" means the annual cash bonus compensation which
a Participant becomes entitled to receive for service as an Employee during a
Plan Year, exclusive of any amounts paid by the Corporation or its Subsidiaries
to such Participant for services rendered to the Corporation or its
Subsidiaries in a capacity other than as an Employee, as determined by the
Compensation Committee of the Board of Directors or pursuant to objective
criteria approved by the Compensation Committee.
1.4 "Award Agreement" means the written agreement between the
Corporation and a Holder evidencing the terms, conditions, and limitations of
the Options granted to that Holder.
1.5 "Board of Directors" means the board of directors of the
Corporation.
1.6 "Business Day" means any day other than a Saturday, a Sunday,
or a day on which banking institutions in the state of Ohio are authorized or
obligated by law or executive order to close.
1.7 "Change in Control" means the event that is deemed to have
occurred if:
(a) any Acquiring Person is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing fifty
percent or more of the combined voting power of the then outstanding
Voting Securities of the Corporation; or
(b) a public announcement is made of a tender or exchange
offer by any Acquiring Person for fifty percent or more of the
outstanding Voting Securities of the Corporation, and the Board of
Directors approves or
-1-
<PAGE> 2
fails to oppose that tender or exchange offer in its statements in
Schedule 14D-9 under the Exchange Act; provided, however, that the
events to occur under Subsection 7.1 hereof shall not occur solely as
a result of an event described in this clause (b) unless, within one
year after the occurrence of such event, an event described in clauses
(a), (c) or (d) hereof shall have occurred, in which case such events
to occur under Subsection 7.1 hereof shall occur upon the occurrence
of such event but shall be deemed to have been effective as of the
time of the occurrence of the event described in this clause (b); or
(c) the stockholders of the Corporation approve a merger
or consolidation of the Corporation with any other corporation or
partnership (or, if no such approval is required, the consummation of
such a merger or consolidation of the Corporation), other than a
merger or consolidation that would result in the Voting Securities of
the Corporation outstanding immediately before the consummation
thereof continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity or of a
parent of the surviving entity) a majority of the combined voting
power of the Voting Securities and Convertible Voting Securities (on a
fully-diluted basis assuming full conversion thereof) of the surviving
entity (or its parent) outstanding immediately after that merger or
consolidation; or
(d) the stockholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale
or disposition by the Corporation of all or substantially all the
Corporation's assets (or, if no such approval is required, the
consummation of such a liquidation, sale, or disposition in one
transaction or series of related transactions) other than a
liquidation, sale or disposition of all or substantially all the
Corporation's assets in one transaction or a series of related
transactions to a Subsidiary of the Corporation or any other
corporation owned directly or indirectly by the stockholders of the
Corporation in substantially the same proportions as their ownership
of stock in the Corporation.
1.8 "Code" means the Internal Revenue Code of 1986, as amended.
1.9 "Committee" means the committee appointed pursuant to Section
3 by the Board of Directors to administer this Plan.
1.10 "Convertible Voting Securities" means any and all options,
warrants, or other rights to purchase, or securities convertible into or
exchangeable or exercisable for, directly or indirectly, Voting Securities of
any Person.
1.11 "Corporation" means Chase Industries Inc., a Delaware
corporation.
1.12 "Date of Grant" has the meaning given it in Subsection 4.3.
1.13 "Disability" has the meaning given it in Subsection 9.2.
1.14 "Disinterested Person" means a Person that meets the
definition of both a "Non-Employee Director" under Rule 16b-3(b)(3) and an
"outside director" under Section 162(m).
1.15 "Effective Date" means the date this Plan is approved by the
stockholders of the Corporation.
1.16 "Eligible Individuals" means Employees that the Committee
designates as eligible to participate in this Plan; provided that the class of
Employees that may be deemed as Eligible Individuals shall be limited to
executive officers of the Corporation and its Subsidiaries and key management
personnel of the Corporation and its Subsidiaries as determined by the
Committee.
1.17 "Employee" means any employee of the Corporation or any of the
Subsidiaries, including officers and directors of the Corporation or any
Subsidiary who also are employees of the Corporation or any of its
Subsidiaries.
1.18 "Exchange Act" means the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, or any successor law, as it
may be amended from time to time.
1.19 "Exercise Notice" has the meaning given it in Subsection 6.3.
-2-
<PAGE> 3
1.20 "Exercise Price" means the price per share at which one share
of Stock may be purchased pursuant to an Option, as specified in Subsection
5.1.
1.21 "Fair Market Value" means, for a particular day:
(a) If shares of Stock of the same class are listed or
admitted to unlisted trading privileges on any national or regional
securities exchange at the date of determining the Fair Market Value,
then the last reported sale price, regular way, on the composite tape
of that exchange as of the date or dates on which Fair Market Value is
to be determined or, if no such sale takes place on such date or
dates, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
unlisted trading privileges on that securities exchange; or
(b) If shares of Stock of the same class are not listed
or admitted to unlisted trading privileges as provided in Subsection
1.21(a) and sales prices for shares of Stock of the same class in the
over-the-counter market are reported by the National Association of
Securities Dealers, Inc. Automated Quotations, Inc. ("NASDAQ")
National Market System (or such other system then in use) at the date
or dates of determining the Fair Market Value, then the last reported
sales price so reported as of the date or dates on which Fair Market
Value is to be determined or, if no such sale takes place on such date
or dates, the average of the high bid and low asked prices so
reported; or
(c) If shares of Stock of the same class are not listed
or admitted to unlisted trading privileges as provided in Subsection
1.21(a) and sales prices for shares of Stock of the same class are not
reported by the NASDAQ National Market System (or a similar system
then in use) as provided in Subsection 1.21(b), and if bid and asked
prices for shares of Stock of the same class in the over-the-counter
market are reported by NASDAQ (or, if not so reported, by the National
Quotation Bureau Incorporated) at the date or dates of determining the
Fair Market Value, then the average of the high bid and low asked
prices on the last trading day before the date in question;
provided, that if information to establish Fair Market Value of the Stock
pursuant to this Subsection 1.21 is not available on any date or dates for
which Fair Market Value is to be determined, subclause (a), (b) or (c), as
applicable, shall be applied for the next preceding date on which such
information is available.
1.22 "Holder" means a Participant to whom an outstanding Option has
been granted under this Plan or a transferee of any Option granted under this
Plan as permitted under Subsection 9.3.
1.23 "Non-Surviving Event" means an event of Restructuring as
described in either Subsection 1.31(b) or Subsection 1.31(c).
1.24 "Normal Retirement" means the separation of an Employee from
employment with the Corporation and/or its Subsidiaries on or after the
attainment of age 59 1/2 with the right to receive an immediate benefit under a
tax qualified retirement plan under Section 401(a) of the Code approved by the
Corporation or any Subsidiary thereof.
1.25 "Option" means an option to purchase Stock granted pursuant to
this Plan; Options granted under this Plan are not "incentive stock options"
under Section 422 of the Code.
1.26 "Participant" means an Eligible Individual who has elected in
accordance with Section 4.2 to receive Options in lieu of receiving all or part
of such Eligible Individual's Annual Bonus.
1.27 "Person" means any person or entity of any nature whatsoever,
specifically including (but not limited to) an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity. A Person, together with
that Person's affiliates and associates (as "affiliate" and "associate" are
defined in Rule 12b-2 under the Exchange Act for purposes of this definition
only), and any Persons acting as a partnership, limited partnership, joint
venture, association, syndicate, or other group (whether or not formally
organized), or otherwise acting jointly or in concert or in a coordinated or
consciously parallel manner (whether or not pursuant to any express agreement),
for the purpose of acquiring, holding, voting, or disposing of securities of
the Corporation with that Person, shall be deemed a single "Person."
-3-
<PAGE> 4
1.28 "Plan" means the Chase Industries Inc. 1997 Executive Deferred
Compensation Stock Option Plan, as it may be amended from time to time.
1.29 "Plan Year" means the twelve (12) consecutive month period
beginning January 1 and ending December 31.
1.30 "Restructuring" means the occurrence of any one or more of the
following:
(a) The merger or consolidation of the Corporation with
any Person, whether effected as a single transaction or a series of
related transactions, with the Corporation remaining the continuing or
surviving entity of that merger or consolidation and the Stock
remaining outstanding and not changed into or exchanged for stock or
other securities of any other Person or of the Corporation, cash, or
other property;
(b) The merger or consolidation of the Corporation with
any Person, whether effected as a single transaction or a series of
related transactions, with (i) the Corporation not being the
continuing or surviving entity of that merger or consolidation or (ii)
the Corporation remaining the continuing or surviving entity of that
merger or consolidation but all or a part of the outstanding shares of
Stock are changed into or exchanged for stock or other securities of
any other Person or the Corporation, cash, or other property; or
(c) The transfer, directly or indirectly, of all or
substantially all of the assets of the Corporation (whether by sale,
merger, consolidation, liquidation, or otherwise) to any Person,
whether effected as a single transaction or a series of related
transactions.
1.31 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the
Exchange Act, or any successor rule, as it may be amended from time to time,
and references to paragraphs or clauses of Rule 16b-3 shall refer to the
corresponding paragraphs or clauses of Rule 16b-3 as it exists at the Effective
Date or the comparable paragraph or clause of Rule 16b-3 as it may thereafter
be amended.
1.32 "Section 162(m)" means Section 162(m) of the Code, or any
successor section under the Code as it may be amended from time to time and as
interpreted by final or proposed regulations promulgated thereunder from time
to time.
1.33 "Securities Act" means the Securities Act of 1933 and the
rules and regulations promulgated thereunder, or any successor law, as it may
be amended from time to time.
1.34 "Stock" means the Corporation's authorized common stock, par
value $.01 per share, or any other securities that are substituted for the
Stock as provided in Subsection 7.1 or Section 8.
1.35 "Stock Appreciation Right" or "SAR" means the right to receive
an amount equal to the excess of the Fair Market Value of a share of Stock (as
determined on the date of exercise) over the Exercise Price.
1.36 "Subsidiary" means, with respect to any Person, any
corporation, or other entity of which a majority of the Voting Securities is
owned, directly or indirectly, by that Person.
1.37 "Total Shares" has the meaning given it in Subsection 7.1.
1.38 "Voting Securities" means (i) any securities that are entitled
to vote generally in the election of directors, in the admission of general
partners or in the selection of any other similar governing body and (ii) with
respect to the Corporation, all shares of the Corporation's nonvoting common
stock, par value $.01 per share (all of which are convertible into shares of
the Corporation's common stock, par value $.01 per share).
SECTION 2. SHARES OF STOCK SUBJECT TO THIS PLAN
2.1 Maximum Number of Shares. Subject to the provisions of
Subsection 2.2 and Section 8 of this Plan, the aggregate number of shares of
Stock that may be issued, transferred or exercised pursuant to Options under
this Plan shall be three HUNDRED THOUSAND (300,000) shares of Stock. Options
with respect to such shares of Stock shall be allocated among Eligible
Individuals pursuant to the formula set forth in Subsection 5.1; provided that
no more than
-4-
<PAGE> 5
100,00 shares of stock may be subject to options granted to any single Eligible
Individual during any one Plan Year (or otherwise with respect to any Annual
Bonus amount deferred for any Plan Year by any single Eligible Individual).
2.2 Limitation of Shares. For purposes of the limitations
specified in Subsection 2.1, the following principles shall apply:
(a) the number of shares of Stock subject to outstanding
Options shall count against and decrease the number of shares of Stock
that may be issued for purposes of Subsection 2.1;
(b) the number of shares of Stock with respect to which
Options have expired, are canceled, or otherwise terminate without
being exercised, converted, or vested, as applicable, and, in the
event SARs are granted pursuant to Subsection 7.1, shares of Stock as
to which an Option has been surrendered in connection with the
exercise of a related SAR shall be added back to the number of shares
of Stock that may be issued for purposes of Subsection 2.1; and
(c) the number of shares of Stock that are transferred by
a Holder of an Option (or withheld by the Corporation) as full or
partial payment to the Corporation of the purchase price of shares of
Stock subject to an Option or the Corporation's or any of its
Subsidiary's tax withholding obligations, if any, shall not be added
back to the number of shares of Stock that may be issued for purposes
of Subsection 2.1 and shall not again be subject to Options.
Notwithstanding the provisions of this Subsection 2.2, the Committee
may impose restrictions which are more limited than set forth herein with
respect to shares of Stock subject to Options that may be added back to the
number of shares of Stock that may be issued for purposes of Subsection 2.1.
2.3 Source of Shares. The shares to be delivered under this Plan
shall be made available from (a) authorized but unissued shares of Stock, (b)
Stock held in the treasury of the Corporation, or (c) previously issued shares
of Stock reacquired by the Corporation, including shares purchased on the open
market, in each situation as the Board of Directors or the Committee may
determine from time to time at its sole option.
2.4 Registration and Listing of Shares. From time to time, the
Board of Directors and appropriate officers of the Corporation shall and are
authorized to take whatever actions are necessary to file required documents
with governmental authorities, stock exchanges, and other appropriate Persons
to make shares of Stock available for issuance pursuant to the exercise of
Options.
SECTION 3. ADMINISTRATION OF PLAN
3.1 Committee. The Board of Directors may administer this Plan or
may delegate all or part of that duty to the Committee; provided that the
Committee shall not have the power to appoint members of the Committee. Except
for references in this Subsection 3.1, and unless the context otherwise
requires, references herein to the Committee shall also refer to the Board of
Directors as administrator of this Plan. The Committee shall be constituted so
that, as long as Stock is registered under Section 12 of the Exchange Act, each
member of the Committee shall be a Disinterested Person and so that this Plan
in all other applicable respects will qualify transactions related to this Plan
for the exemptions from Section 16(b) of the Exchange Act provided by Rule
16b-3 and the exemption from the deductibility limitation imposed by Section
162(m) provided by the performance-based compensation exception described in
Section 162(m), to the extent exemptions thereunder may be available. The
number of Persons that shall constitute the Committee shall be determined from
time to time by a majority of all the members of the Board of Directors and,
unless that majority of the Board of Directors determines otherwise, shall be
no less than two Persons. Notwithstanding the foregoing, the Board of
Directors may designate the Compensation Committee of the Board of Directors to
serve as the Committee hereunder, provided that each member of such
Compensation Committee is a Disinterested Person.
3.2 Committee's Powers. Subject to the express provisions of this
Plan and Rule 16b-3, the Committee shall have such power and authority as may
be necessary or advisable to carry out its functions and duties as described in
this Plan, including the authority, in its sole and absolute discretion, to (a)
interpret this Plan and make such determination as it deems necessary for Plan
administration and to adopt, amend, and rescind administrative and interpretive
rules and regulations relating to this Plan; (b) redeem, pursuant to Subsection
7.2(d), outstanding Options and Stock Appreciation Rights; (c) construe the
respective Award Agreements and this Plan; (d) terminate, modify, or, subject
to Subsection 10.2,
-5-
<PAGE> 6
amend this Plan; and (e) make all other determinations, perform all other acts,
and exercise all other powers and authority necessary or advisable for
administering this Plan, including the delegation of those ministerial acts and
responsibilities as the Committee deems appropriate. Subject to Rule 16b-3,
Section 162(m) (to the extent an exemption pursuant thereto is available) and
the foregoing, the Committee may correct any defect, supply any omission, or
reconcile any inconsistency in this Plan, in any Option, or in any Award
Agreement in the manner and to the extent it deems necessary or desirable to
carry this Plan into effect, and the Committee shall be the sole and final
judge of that necessity or desirability. The determinations of the Committee
on the matters referred to in this Subsection 3.2 shall be final and
conclusive.
SECTION 4. ELIGIBILITY AND PARTICIPATION
4.1 Eligible Individuals. Options may be granted pursuant to this
Plan with respect to Annual Bonus amounts attributable to a Plan Year only to
Persons who are Eligible Individuals for all or part of the applicable Plan
Year and who have properly elected in accordance with Subsection 4.2 to be a
Participant for such Plan Year.
4.2 Participation. An Eligible Individual shall become a
Participant for a Plan Year for purposes of Section 5 by filing with the
secretary of the Corporation prior to September 30 of such Plan Year an
irrevocable written election in a form prescribed by the Committee to receive
Options in lieu of all or a portion, in twenty-five percent (25%) increments,
of the Eligible Individual's Annual Bonus payable for performance in such
current Plan Year; provided that, in the discretion of the Committee, an
Eligible Individual who becomes an Employee after September 30 of any Plan Year
may become a Participant for purposes of Section 5 for such Plan Year by filing
such an election within the period of time after the commencement of such
Employee's employment by the Corporation or any Subsidiary of the Corporation
as prescribed by the Committee. Such written election shall become a part of
the Participant's Award Agreement, and a copy will be attached as an exhibit
thereto.
4.3 Date of Grant. Notwithstanding that the Award Agreement may
not be executed until a later time, the date on which the Options covered by an
Award Agreement is granted (the "Date of Grant"), shall be (a) the date the
Compensation Committee of the Board of Directors establishes the amount of the
Annual Bonus on account of which such Options are being granted or (b) if the
Annual Bonus of a Participant is being determined by objective criteria, the
date the Compensation Committee confirms the attainment of such criteria and
the Annual Bonus amount resulting therefrom on account of which such Options
are being granted. In no event shall a Holder gain any rights in addition to
those specified by this Plan, as interpreted and administered by the Committee,
regardless of the time that may pass between the grant of the Options and the
actual execution of the Award Agreement by the Corporation and the Holder.
4.4 Award Agreements. Each Option granted under this Plan shall
be evidenced by an Award Agreement in such form and containing such terms as
the Committee shall approve, and which shall not contain any provisions
inconsistent with the terms of this Plan. Options granted for a Plan Year
shall be evidenced by separate Award Agreements for each series of Options
granted as provided by Subsection 5.1.
SECTION 5. GRANT OF STOCK OPTIONS
5.1 Number of Shares. Subject to Subsections 5.4 and 5.5, and
provided that the Participant has filed with the Company a written election of
deferral of his or her Annual Bonus for the applicable Plan Year in accordance
with Subsection 4.2, a Participant shall be granted, as of the Date of Grant,
Options on account of each Annual Bonus (or portion thereof) deferred for a
Plan Year in four series, with the number of shares of Stock of each series
determined in accordance with the following formula:
25% of the Annual Bonus Amount to be Number of Shares (rounded up to the
Deferred for such Plan Year = nearest whole share)
- ---------------------------------------
50% of the average Fair Market Value of
a share of Stock for the last five
trading days of the applicable calendar
quarter
Subject to Subsection 5.4, the numerator of the above fraction shall be
determined according to the amount of Annual Bonus elected to be deferred for
the Plan Year by the Participant in accordance with Subsection 4.2. The
denominator of the above formula shall be determined for each series of Options
as of the end of each calendar quarter for the Plan
-6-
<PAGE> 7
Year to which the Annual Bonus relates, with one series of Options being
granted for each calendar quarter in such Plan Year.
5.2 Vesting. Each Option granted pursuant to this Section 5 shall
become exercisable in full on the Date of Grant.
5.3 Exercise Price. The per share Exercise Price of Options
granted pursuant to Subsection 5.1 shall be 50% of the average Fair Market
Value of a share of Stock for the last five trading days of the applicable
calendar quarter as provided in the last sentence of Subsection 5.1, such that
each series of Options granted to a Eligible Individual for a Plan Year shall
have a separate Exercise Price.
5.4 Participation Commencing During a Plan Year. In the event a
Participant becomes an Employee after March 31 of a Plan Year and elects to
participate in the Plan for such Plan year by election to defer all or a
portion of his or her Annual Bonus for such Plan Year (including as permitted
by the proviso of Subsection 4.2), the numerator in the formula set forth in
Subsection 5.1 shall be adjusted with respect to such Participant for such Plan
Year to reflect the portion of the deferred Annual Bonus attributable to each
calendar quarter (or portion thereof) remaining in the Plan Year to which any
such initial election relates from after the date such Eligible Individual
first becomes an Employee.
5.5 Termination of Employment. Notwithstanding the provisions of
Subsection 6.1, if an Eligible Individual who has made an election pursuant to
Subsection 4.2 ceases to be an Employee prior to the Date of Grant of the
Options to which any such election relates, no Options will be granted to such
Person pursuant to Subsection 5.1. Any Bonus, if any, earned for the Plan Year
to which such election relates shall be paid in cash and, upon such payment,
the Corporation shall have no further obligation under this Plan to such Person
other than with respect to Options and SARs (if any) granted under this Plan
and outstanding as of the date such Person ceases to be an Employee.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS
All options granted under this Plan shall comply with, and the related
Award Agreements shall be deemed to include and be subject to, the terms and
conditions set forth in this Section 6 (to the extent each term and condition
applies to the form of Option) and also to the terms and conditions set forth
in Sections 7, 8 and 9.
6.1 Expiration of Options. Subject to the provisions in Section
9, each Option shall expire ten (10) years after the Date of Grant of such
Option.
6.2 Exercise Price. Each Award Agreement shall state that the
Exercise Price shall be the exercise price per share of Stock as calculated
pursuant to Section 5.3.
6.3 Method of Exercise. The Option shall be exercisable only by
written notice of exercise (the "Exercise Notice") delivered to the Corporation
during the term of the Option, which notice shall (a) state the number of
shares of Stock with respect to which the Option is being exercised; (b) be
signed by the Holder of the Option or, if the Holder is dead or becomes
affected by a Disability, by the person authorized to exercise the Option
pursuant to Subsection 9.2; (c) be accompanied by payment of the Exercise Price
for all shares of Stock for which the Option is being exercised; (d) be
accompanied by payment of or provide instructions for the satisfaction of any
amounts required to be withheld as provided in Subsection 6.8; and (e) include
such other information, instruments, and documents as may be required by
payment of the Committee to evidence such Holder's authority to exercise the
Option or as otherwise required as provided by Subsection 9.5. The Option
shall not be deemed to have been exercised unless all of the requirements of
the preceding provisions of this Subsection 6.3 have been satisfied.
6.4 Medium and Time of Payment. The Exercise Price of an Option
shall be payable in full upon the exercise of the Option (a) in cash or by an
equivalent means acceptable to the Committee; (b) with the Committee's prior
consent, with shares of Stock owned by the Holder (including shares received
upon exercise of the Option) and having a Fair Market Value at least equal to
the aggregate Exercise Price payable in connection with such exercise; or (c)
by any combination of clauses (a) and (b). If the Committee elects to accept
shares of Stock in payment of all or any portion of the Exercise Price, then
(for purposes of payment of the Exercise Price) those shares of Stock shall be
deemed to have a cash value equal to their aggregate Fair Market Value
determined as of the date the certificate for such shares, duly endorsed for
transfer to the Corporation and free from any restriction on transfer, is
delivered to the Corporation.
-7-
<PAGE> 8
6.5 Payment with Sale Proceeds. In addition, at the request of a
Holder and to the extent permitted by applicable law, the Committee may (but
shall not be required to) approve arrangements with a brokerage firm under
which that brokerage firm, on behalf of the Holder, shall pay to the
Corporation the Exercise Price of the Option being exercised and an amount to
cover any withholding obligations as provided in Subsection 6.8, and the
Corporation shall promptly deliver the exercised shares of Stock to the
brokerage firm. To accomplish this transaction, the Holder must deliver to the
Corporation an Exercise Notice containing irrevocable instructions from the
Holder to the Corporation to deliver the Stock certificates representing the
shares of Stock directly to the broker. Upon receiving a copy of the Exercise
Notice acknowledged by the Corporation, the broker shall sell that number of
shares of Stock or loan the Holder an amount sufficient to pay the Exercise
Price and any withholding obligations due. The broker then shall deliver to
the Corporation that portion of the sale or loan proceeds necessary to cover
the Exercise Price and any withholding obligations due. The Committee shall
not approve any transaction of this nature if the Committee believes that the
transaction would give rise to the Holder's liability for short-swing profits
under Section 16(b) of the Exchange Act.
6.6 No Fractional Shares. The Corporation shall not in any case
be required to sell, issue, or deliver a fractional share with respect to any
Option. In lieu of the issuance of any fractional share of Stock, the
Corporation shall pay to the Holder an amount in cash equal to the same
fraction (as the fractional Stock) of the Fair Market Value of a share of Stock
determined as of the date of the applicable Exercise Notice.
6.7 Available Stock. The Options to be granted, pursuant to
Subsection 5.1 shall be made in the amounts specified therein only if, as of
the Date of Grant of any such Options, the number of shares of Stock available
to be issued pursuant to Options under this Plan (as calculated in Section 2)
is sufficient to make all grants of Options required to be made pursuant to
Subsection 5.1 on such Date of Grant. In the event that the number of shares
of Stock that are available to be issued pursuant to Options under this Plan on
the Date of Grant of such Options is insufficient to permit the grant of the
entire number of shares with respect to which Options are to be granted on such
Date of Grant, then the number of available shares shall be apportioned pro
rata among the Options to be granted on such Date of Grant, and the number of
shares subject to each Option shall be the number of shares apportioned to that
Option. Any such apportionment effective pursuant to the immediately preceding
sentence shall be pro rata among those Participants entitled to receive Options
on such Date of Grant, based on the number of Options to which each Participant
is entitled to receive pursuant to Subsection 5.1 as compared to the total
number of Options to which all Participants are entitled to receive on such
Date of Grant pursuant to Subsection 5.1. If any such pro ration of Options is
effected, or if there shall not be any shares of Stock available on any date on
which Options are to be granted, or if the Options granted to a single Eligible
Individual would exceed the 100,000 limitation of Subsection 2.1, the portion
of deferred Annual Bonus for which Options are not granted will be paid in cash
as of the date such Options were to be granted.
6.8 Payment of Taxes. The Committee may, in its discretion,
require a Participant to pay to the Corporation (or the Corporation's
Subsidiary if the Participant is an employee of a Subsidiary of the
Corporation), at the time of the exercise of an Option or thereafter, the
amount that the Committee deems necessary to satisfy the Corporation's or its
Subsidiary's current or future obligation to withhold federal, state, or local
income or other taxes that the Participant incurs upon the exercise of an
Option. In connection with the exercise of an Option requiring tax
withholding, a Participant may (a) direct the Corporation to withhold from the
shares of Stock to be issued upon such exercise the number of shares necessary
to satisfy the Corporation's or its Subsidiary's obligation to withhold taxes,
that determination to be based on the shares' Fair Market Value as of the date
of exercise; (b) deliver to the Corporation sufficient shares of Stock (based
upon the Fair Market Value as of the date of such delivery) to satisfy the
Corporation's or its Subsidiary's tax withholding obligation; or (c) deliver
sufficient cash to the Corporation to satisfy the Corporation's or its
Subsidiary's tax withholding obligations. Participants who elect to use such a
Stock withholding feature must make the election at the time and in the manner
that the Committee prescribes. The Committee may, at its sole option, deny any
Participant's request to satisfy withholding obligations through Stock instead
of cash. In the event the Committee subsequently determines that the aggregate
Fair Market Value (as determined above) of any shares of Stock withheld or
delivered as payment of any tax withholding obligation is insufficient to
discharge that tax withholding obligation, then the Participant shall pay to
the Corporation, immediately upon the Committee's request, the amount of that
deficiency in the form of payment requested by the Committee.
-8-
<PAGE> 9
SECTION 7. EFFECTS OF CHANGE IN CONTROL
7.1 Change in Control. Upon the occurrence of a Change in
Control, subject to Subsection 1.7(b), each Holder of an Option immediately
shall be granted one corresponding Stock Appreciation Right for each share of
Stock subject to an Option (the total number of shares of Stock as to which an
Option is exercisable upon the occurrence of a Change in Control is referred to
herein as the "Total Shares"). If a Change in Control involves a Restructuring
or occurs in connection with a series of related transactions involving a
Restructuring and if such Restructuring is in the form of a Non-Surviving Event
and as a part of such Restructuring shares of stock, other securities, cash, or
property shall be issuable or deliverable in exchange for Stock, then a Holder
of an Option shall be entitled to purchase or receive (in lieu of the Total
Shares that the Holder would otherwise be entitled to purchase or receive) the
number of shares of stock, other securities, cash, or property to which that
number of Total Shares would have been entitled in connection with such
Restructuring at an aggregate exercise price equal to the Exercise Price that
would have been payable if that number of Total Shares had been purchased on
the exercise of the Option immediately before the consummation of the
Restructuring. Nothing in this Subsection 7.1 shall impose on a Holder the
obligation to exercise any Option immediately before or upon the Change in
Control or cause the Holder to forfeit the right to exercise the Option during
the remainder of the original term of the Option because of a Change in
Control.
7.2 Restructuring Without Change in Control. In the event a
Restructuring shall occur at any time while there is any outstanding Option
hereunder and that Restructuring does not occur in connection with a Change in
Control or a series of related transactions involving a Change in Control,
then:
(a) no Holder of an Option shall automatically be granted
corresponding Stock Appreciation Rights;
(b) if the Restructuring is in the form of a
Non-Surviving Event and, as part of that Restructuring, shares of
stock, other securities, cash or property shall be issuable or
deliverable in exchange for Stock, the surviving entity shall assume
the obligations of the Corporation under this Plan and Options
thereafter shall represent the right to purchase or receive (in lieu
of the Total Shares that the Holder would otherwise be entitled to
purchase or receive) the number of shares of stock, other securities,
cash or property to which the number of Total Shares would have been
entitled in connection with such Restructuring at an aggregate
exercise price equal to the Exercise Price that would have been
payable if that number of Total Shares had been purchased on the
exercise of the Option immediately before the consummation of the
Restructuring;
(c) the Corporation may (but shall not be required to)
redeem in whole or in part any one or more of the outstanding Options
in consideration of a cash payment, as such payment may be reduced for
tax withholding obligations as contemplated in Subsection 6.8 in an
amount equal to the excess of (i) the Fair Market Value, determined as
of the date immediately preceding the consummation of the
Restructuring, of the aggregate number of shares of Stock subject to
the Options and as to which the Options being redeemed over (ii) the
Exercise Price for that number of shares of Stock; any redemption of
an Option pursuant this Subsection 7.2(c) shall also constitute the
redemption of any corresponding Stock Appreciation Rights; provided,
further, that any cash payments be made by the Corporation pursuant to
this Subsection 7.2(d) in connection with the redemption of any
outstanding Option shall be paid to the Holder thereof at the time of
delivery to the Corporation of the Award Agreement evidencing that
Option, provided that any such redemption shall be effective upon the
consummation of the Restructuring notwithstanding that the payment of
the Redemption Price may occur subsequent to the consummation or the
failure of any Holder to deliver the applicable Award Agreement; and
(d) if a Participant becomes an employee of the surviving
entity or any Subsidiary thereof, then, for purposes of Section 9.1(a)
hereof, such Participant shall not be deemed to have ceased to be an
Employee.
7.3 Terms of Stock Appreciation Rights. A Stock Appreciation
Right granted pursuant to Subsection 7.1 shall entitle a Holder, upon exercise,
to surrender such Holder's Option or any portion thereof, to the extent
unexercised, and to receive payment of an amount computed pursuant to
Subsection 7.3(b). That Option shall then cease to be exercisable to the
extent surrendered. Stock Appreciation Rights granted pursuant to Subsection
7.1(a) shall be subject to the terms of the Award Agreement governing the
Option, which shall be deemed to incorporate the following provisions in
addition to those applicable to Options:
-9-
<PAGE> 10
(a) Exercise and Transfer. A Stock Appreciation Right
granted pursuant to Subsection 7.1(a) shall be exercisable only at
such time or times and only to the extent that the related Option is
exercisable and shall not be transferable except to the extent that
the related Option is transferable as provided in Subsection 9.3.
(b) Value of Right. Upon the exercise of a Stock
Appreciation Right, a Holder shall be entitled to receive payment from
the Corporation of an amount in cash determined by multiplying:
(i) The difference obtained by subtracting the
Exercise Price from the Fair Market Value of a share of Stock
on the date of exercise of the Stock Appreciation Right, by
(ii) The number of shares of Stock as to which
that Stock Appreciation Right has been exercised.
(c) Award Agreements. Stock Appreciation Rights granted
pursuant to Subsection 7.1(a) shall be evidenced by the Award
Agreements evidencing the corresponding Options to which the Stock
Appreciation Rights relate, which Award Agreements shall be deemed to
incorporate the provisions of this Subsection 7.3. No separate Award
Agreement shall be issued evidencing any Stock Appreciation Rights.
7.4 Payment of Taxes. The Committee shall withhold from amounts
payable upon the exercise of an SAR the amount that the Committee deems
necessary to satisfy the Corporation's or its Subsidiary's current or future
obligation to withhold federal, state, or local income or other taxes that the
Participant incurs by exercising a Stock Appreciation Right.
7.5 Notice of Change in Control or Restructuring. Upon the
occurrence of a Change in Control or a Restructuring without Change in Control,
the Corporation shall provide written notice to all Holders of Options of the
occurrence of such event and the effects resulting therefrom as provided in
this Section 7.
SECTION 8. ADJUSTMENT PROVISIONS
8.1 Adjustment of Options and Authorized Stock. The terms of an
Option and the number of shares of Stock authorized pursuant to Subsection 2.1
for issuance under this Plan shall be subject to adjustment from time to time,
in accordance with the following provisions:
(a) If at any time, or from time to time, the Corporation
shall subdivide as a whole (by reclassification, by a stock split, by
the issuance of a distribution on Stock payable in Stock, or
otherwise) the number of shares of Stock then outstanding into a
greater number of shares of Stock, then (i) the maximum number of
shares of Stock available for this Plan as provided in Subsection 2.1
shall be increased proportionately, and the kind of shares or other
securities available for this Plan shall be appropriately adjusted,
(ii) the number of shares of Stock (or other kind of shares or
securities) that may be acquired under any Option (and to which any
corresponding Stock Appreciation Right, if any, relates) shall be
increased proportionately, and (iii) the Exercise Price for each share
of Stock (or other kind of shares or securities) subject to then
outstanding Options (and corresponding Stock Appreciation Rights, if
any) shall be reduced proportionately, without changing the aggregate
Exercise Price or value as to which outstanding Options (and
corresponding Stock Appreciation Rights, if any) remain exercisable.
(b) If at any time, or from time to time, the Corporation
shall consolidate as a whole (by reclassification, reverse stock
split, or otherwise) the number of shares of Stock then outstanding
into a lesser number of shares of Stock, then (i) the maximum number
of shares of Stock available for this Plan as provided in Subsection
2.1 shall be decreased proportionately, and the kind of shares or
other securities available for this Plan shall be appropriately
adjusted; (ii) the number of shares of Stock (or other kind of shares
or securities) that may be acquired under any Option (and to which any
corresponding Stock Appreciation Right, if any, relates) shall be
decreased proportionately; and (iii) the Exercise Price for each share
of Stock (or other kind of shares or securities) subject to then
outstanding Options (and corresponding Stock Appreciation Rights, if
any) shall be increased proportionately, without changing the
aggregate Exercise Price or value as to which outstanding Options (and
corresponding Stock Appreciation Rights, if any) remain exercisable.
-10-
<PAGE> 11
(c) Whenever the number of shares of Stock subject to
outstanding Options (and corresponding Stock Appreciation Rights, if
any) and the price for each share of Stock subject to outstanding
Options (and corresponding Stock Appreciation Rights, if any) are
required to be adjusted as provided in this Subsection 8.1, the
Committee shall promptly prepare a notice setting forth, in reasonable
detail, the event requiring adjustment, the amount of the adjustment,
the method by which such adjustment was calculated, and the change in
price and the number of shares of Stock, other securities, cash, or
property purchasable subject to each Option (and corresponding Stock
Appreciation Rights, if any) after giving effect to the adjustments.
The Committee shall promptly provide a copy of such notice to each
Holder.
(d) Adjustments under Subsections 8.1(a) and (b) shall be
made by the Committee, and its determination as to what adjustments shall be
made and the extent thereof shall be final, binding, and conclusive. No
fractional interest shall be issued under this Plan on account of any such
adjustments.
SECTION 9. ADDITIONAL PROVISIONS
9.1 Loss of Eligibility.
(a) If a Participant ceases to be an Employee for any
reason other than the Participant's death, Disability or Normal
Retirement, then any and all Options held by the Participant (or any
permitted transferee) as of the date the Participant ceases to be an
Employee ("Termination Date") shall survive the termination and shall
be exercisable for a period of the lesser of (i) the remainder of the
term of the Option or (ii) 180 days following the Termination Date.
(b) If a Participant ceases to be an Employee by reason
of the Participant's death, Disability or Normal Retirement, then any
and all Options held by the Participant (or any permitted transferee)
as of the Termination Date shall survive the termination and shall be
exercisable for the lesser of (i) remainder of the term of the Options
or (ii) three years after the Termination Date.
(c) Notwithstanding the foregoing, the Committee may, in
its sole discretion, determine that any Participant who is on leave of
absence for any reason will be considered to still be an Employee for
purposes of this Section 9.1.
Any portion of an Option not exercised upon the expiration of the
applicable periods specified above shall be null and void upon the expiration
of such period.
9.2 Death or Disability. Upon the death or Disability of a
Holder, any and all Options held by the Holder that have not been exercised as
of the date of the Holder's death or Disability may be exercised by, in the
case of the Holder's Disability, the Holder, his guardian or his legal
representative or, in the case of the Holder's death, by the Holder's legal
representatives, heirs, legatees, or distributees, in each case for the periods
prescribed in Subsection 9.1. "Disability" shall mean (i) with respect to a
Participant, as determined by the Board of Directors in the sole discretion
exercised in good faith of the Board of Directors, a physical or mental
impairment of sufficient severity that (a) either the Participant is unable to
continue performing the duties he performed before such impairment or the
Participant's condition entitles him or her to disability benefits under any
insurance or employee benefit plan of the Corporation or its Subsidiaries or
any other customary general disability policy owned by or maintained for the
benefit of the Participant, and (b) that impairment or condition is cited by
the Corporation as the reason for termination of the Non-Employee Director's
participation as a member of the Board of Directors and (ii) with respect to a
Holder that is a permitted transferee under Subsection 9.3, the appointment of
a legal guardian or representative of such Holder.
9.3 Transferability of Options.
(a) Permitted Transferees. The Committee may, in its
discretion, permit a Holder to transfer all or any portion of an
Option, or authorize all or a portion of any Option to be granted to a
Participant to be on terms which permit transfer by such Holder, to
(i) the spouse, children or grandchildren of the Holder ("Immediate
Family Members"), (ii) a trust or trusts for the exclusive benefit of
such Immediate Family Members, or (iii) a partnership in which such
Immediate Family Members are the only partners (collectively,
"Permitted Transferees"); provided that (x) there may be no
consideration for any such transfer and (y) subsequent transfers of
Options transferred as provided above shall be prohibited except
subsequent transfers back to the original
-11-
<PAGE> 12
Holder of the Option and transfers to other Permitted Transferees of
the original Holder. Award Agreements evidencing Options with respect
to which such transferability is authorized at the time of grant must
be approved by the Committee, and must expressly provide for
transferability in a manner consistent with this Subsection 9.3(a).
(b) Domestic Relations Orders. Options may be
transferred pursuant to domestic relations orders entered or approved
by a court of competent jurisdiction upon delivery to the Corporation
of written notice of such transfer and a certified copy of such order.
(c) Other Transfers. Except as expressly permitted by
subsections 9.3(a) and 9.3(b), Options requiring exercise shall not be
transferable other than by will or the laws of descent and
distribution.
(d) Effect of Transfer. Following the transfer of any
Option as contemplated by Subsections 9.3(a), 9.3(b) and 9.3(c), (i)
such Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided
that the term "Holder" shall be deemed to refer to the Permitted
Transferee, the recipient under a domestic relations order, or the
estate or heirs of a deceased Holder, as applicable, to the extent
appropriate to enable the Holder to exercise the transferred Option in
accordance with the terms of this Plan and applicable law and (ii) the
provisions of Subsection 9.1 hereof shall continue to be applied with
respect to the original Holder and, following the occurrence of any
such events described therein the Options shall be exercisable by the
Permitted Transferee, the recipient under a domestic relations order,
or the estate or heirs of a deceased Holder, as applicable, only to
the extent and for the periods specified in Subsections 9.1 and 9.2.
(e) Procedures and Restrictions. Any Holder desiring to
transfer an Option as permitted under Subsections 9.3(a) or 9.3(b)
shall make application therefor in the manner and time specified by
the Committee and shall comply with such other requirements as the
Committee may require to assure compliance with all applicable
securities laws. The Committee shall not give permission for such a
transfer if (i) it would give rise to short-swing liability under
Section 16(b) of the Exchange Act, or (ii) it may not be made in
compliance with all applicable federal, state and foreign securities
laws.
(f) Registration. To the extent the issuance to any
Permitted Transferee of any shares of Stock issuable pursuant to
Options transferred as permitted in this Subsection 9.3 is not
registered pursuant to the effective registration statement of the
Corporation generally covering the shares to be issued pursuant to
this Plan to initial Holders of Options, the Corporation shall not
have any obligation to register the issuance of any such shares of
stock to any such transferee.
(g) Effect on Stock Appreciation Rights. If at the time
any Option is transferred as permitted under this Subsection 9.3 a
corresponding Stock Appreciation Right shall have been granted with
respect to such Option pursuant to Subsection 7.1(a) of this Plan,
then the transfer of such Option shall also constitute a transfer of
the corresponding Stock Appreciation Right, and Stock Appreciation
Rights shall not be transferable other than as part of a transfer of
the Option to which it relates as provided in this Subsection 9.3.
9.4 Delivery of Certificates of Stock. Subject to Subsection 9.5,
the Corporation shall promptly issue and deliver a certificate representing the
number of shares of stock as to which an Option has been exercised after the
Corporation receives an Exercise Notice and upon receipt by the Corporation of
the Exercise Price and any tax withholding as may be required. The value of
the shares of stock or cash deliverable upon the exercise of an Option or Stock
Appreciation Right under this Plan shall not bear any interest owing to the
passage of time, except as may be otherwise provided in an Award Agreement.
9.5 Conditions to Delivery of Stock. Nothing herein or in any
Option granted hereunder or any Award Agreement shall require the Corporation
to issue any shares with respect to any Option if that issuance would, in the
opinion of counsel for the Corporation, constitute a violation of the
Securities Act or any similar or superseding statute or statutes, any other
applicable statute or regulation, or the rules of any applicable securities
exchange or securities association, as then in effect. At the time of any
exercise of an Option the Corporation may, as a condition precedent to the
exercise of such Option, require from the Holder of the Option (or in the event
of his death, his legal representatives, heirs, legatees, or distributees) such
written representations, if any, concerning the Holder's intentions with regard
to the retention or disposition of the shares of Stock being acquired pursuant
to the Option and such written
-12-
<PAGE> 13
covenants and agreements, if any, as to the manner of disposal of such shares
as, in the opinion of counsel to the Corporation, may be necessary to ensure
that any disposition by that Holder (or in the event of the Holder's death, his
legal representatives, heirs, legatees, or distributees) will not involve a
violation of the Securities Act or any similar or superseding statute or
statutes, any other applicable state or federal statute or regulation, or any
rule of any applicable securities exchange or securities association, as then
in effect.
9.6 Stockholder Approval. Options shall not be granted under this
Plan prior to the date the stockholders of the Corporation shall have approved
this Plan. This Plan shall become null and void as of December 31, 1997, if
such stockholder approval is not obtained on or before such date.
9.7 Rights as a Stockholder. A Holder shall have no right as a
stockholder with respect to any shares of Stock covered by an Option until a
certificate representing those shares is issued in such Holder's name. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash or other property) or distributions or other rights for which the record
date is before the date that certificate is issued, except as contemplated by
Sections 7 and 8 hereof.
9.8 Furnish Information. Each Holder shall furnish to the
Corporation all information requested by the Corporation to enable it to comply
with any reporting or other requirement imposed upon the Corporation by or
under any applicable statute or regulation.
9.9 Obligation to Exercise. The granting of an Option hereunder
shall impose no obligation upon a Holder to exercise the same or any part
thereof.
9.10 Consideration. No Option or Stock Appreciation Right shall be
exercisable unless and until the Holder thereof shall have paid cash or
property to the Corporation that the Committee believes is equal to or greater
in value than the par value of the Stock subject to such Option.
9.11 Securities Act Legend. Certificates for shares of Stock, when
issued, may have the following legend, or statements of other applicable
restrictions, endorsed thereon and may not be immediately transferable:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF
PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION
OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION
WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.
This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.
SECTION 10. EFFECTIVENESS, DURATION AND AMENDMENT OF PLAN
10.1 Effectiveness; Duration. This Plan shall become effective
upon the Effective Date, and no Options may be granted hereunder after the date
that is ten years after the Effective Date. This Plan shall terminate upon the
later of (i) the complete exercise or lapse of the last outstanding Option or
(ii) the last date upon which Options may be granted hereunder.
10.2 Amendment. The Committee may, insofar as permitted by law,
with respect to any shares which, at the time, are not subject to outstanding
Options, suspend or discontinue this Plan, provided that no suspension or
discontinuation of this Plan shall adversely affect the rights of any Holder of
any outstanding Option at the time of such suspension or discontinuation or any
Participant who has an election in effect pursuant to Subsection 4.2, in each
case without such Holder's or Participant's consent, as applicable.
Furthermore, the Committee may revise or amend this Plan in any respect without
approval of the outstanding Voting Securities of the Company except to the
extent any such approval shall be required under any applicable law or the
rules of any securities exchange on which the Stock is traded as in effect at
the time of such amendment; provided, however, that (i) the Committee may not
amend or otherwise revise the terms of this Plan in any manner that would
adversely affect the rights of any Holder of any Option outstanding or any
Participant who has an election pursuant to Subsection 4.2 in effect at the
time of any such amendment or revision
-13-
<PAGE> 14
without such Holder's or Participant's consent, as applicable, and (ii) the
Committee will not amend this Plan to increase materially the aggregate number
of shares of stock that may be issued under this Plan (except for adjustments
pursuant to Section 9 hereof) without the affirmative vote of a majority of the
votes cast on a proposal for such amendment presented at a duly held meeting of
stockholders of the Company at which a quorum is, either in person or by proxy,
present.
SECTION 11. GENERAL
11.1 Application of Funds. The proceeds received by the
Corporation from the sale of shares pursuant to Options may be used for any
general corporate purpose.
11.2 Right of the Corporation to Terminate Status as Employee.
Nothing contained in this Plan, or in any Award Agreement, shall confer upon
any Holder the right to continue to serve as an Employee or interfere in any
way with the rights of the Corporation or the Board of Directors to terminate
the Holder's participation as an Employee with or without cause.
11.3 No Liability for Good Faith Determinations. Neither the
members of the Board of Directors nor any member of the Committee shall be
liable for any act, omission or determination taken or made in good faith with
respect to this Plan or any Option granted under it; and members of the Board
of Directors and the Committee shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage, or
expense (including attorneys' fees, the costs of settling any suit, provided
such settlement is approved by independent legal counsel selected by the
Corporation, and amounts paid in satisfaction of a judgment, except a judgment
based on a finding of bad faith) arising therefrom to the full extent permitted
by law and under any directors' and officers' liability or similar insurance
coverage that may from time to time be in effect. This right to
indemnification shall be in addition to, and not a limitation on, any other
indemnification rights any member of the Board of Directors or the Committee
may have.
11.4 Other Benefits. Participation in this Plan shall not preclude
a Holder from eligibility in any other stock or stock option plan of the
Corporation or any Subsidiary or any benefit, insurance, pension, profit
sharing, retirement, bonus, or other extra compensation plans that the
Corporation or any Subsidiary has adopted, or may, at any time, adopt for the
benefit of its Employees, except as such participation therein may be limited
by the terms of any such other plan. Neither the adoption of this Plan by the
Compensation Committee nor the submission of this Plan to the stockholders of
the Corporation for approval shall be construed as creating any limitations on
the power of the Compensation Committee or the Board of Directors to adopt such
other incentive arrangements as it may deem desirable, including without
limitation the granting of stock options and the awarding of stock and cash
otherwise than under this Plan and such arrangements may be either generally
applicable or applicable only in specific cases.
11.5 Exclusion from Pension and Profit-Sharing Compensation. By
electing to participate in this Plan as provided in Subsection 4.2, each
Participant shall be deemed to have agreed that any compensation paid or deemed
paid by the Corporation or any of its Subsidiaries to such Participant on
account of the Options (and any corresponding SARs) granted hereunder in
amounts in excess of the amount of Annual Bonus deferred hereunder is special
incentive compensation that will not be taken into account in any manner as
salary, compensation, or bonus in determining the amount of any payment under
any pension, retirement, or other employee benefit plan of the Corporation or
any Subsidiary unless any pension, retirement, or other employee benefit plan
of the Corporation or any Subsidiary expressly provides that such amount shall
be so considered for purposes of determining the amount of any payment under
any such plan. In addition, each beneficiary of a deceased Participant shall
be deemed to have agreed that such excess compensation will not affect the
amount of any life insurance coverage, if any, provided by the Corporation or
any of its Subsidiaries on the life of a Participant that is payable to the
beneficiary under any life insurance plan covering employees of the Corporation
or any of its Subsidiaries.
11.6 Execution of Receipts and Releases. Any payment of cash or
any issuance or transfer of shares of stock to a Holder, or to his legal
representative, heir, legatee, or distributee, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all
claims of such persons hereunder. The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.
11.7 Unfunded Plan. Insofar as it provides for awards of cash and
Stock, the Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Holders who are entitled to cash, Stock, or rights
-14-
<PAGE> 15
thereto under the Plan, any such accounts shall be used merely as a bookkeeping
convenience. The Corporation shall not be required to segregate any assets
that may at any time be represented by cash, Stock, or rights thereto, nor
shall the Plan be construed as providing for such segregation, nor shall the
Corporation nor the Board of Directors nor the Committee be deemed to be a
trustee of any cash, Stock, or rights thereto to be granted under the Plan.
Any liability of the Corporation to any Holder with respect to a grant of cash,
Stock, or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and any Award
Agreement; no such obligation of the Corporation shall be deemed to be secured
by any pledge or other encumbrance on any property of the Corporation. Neither
the Corporation nor the Board of Directors nor the Committee shall be required
to give any security or bond for the performance of any obligation that may be
created by the Plan.
11.8 No Guarantee of Interests. Neither the Committee nor the
Corporation guarantees the Stock of the Corporation from loss or depreciation
and neither shall have any liability to any Holder as a result thereof.
11.9 Payment of Expenses. All expenses incident to the
administration, termination, or protection of this Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Corporation or its
Subsidiaries.
11.10 Corporation Records. Records of the Corporation or its
Subsidiaries regarding a Participant's period of service as an Employee,
termination of service as an Employee and the reason therefor, and other
matters shall be conclusive for all purposes hereunder, unless determined by
the Committee to be incorrect.
11.11 Information. The Corporation shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished all of the
information or documentation which is necessary or required by the Committee to
perform its duties and functions under this Plan.
11.12 No Liability of Corporation. The Corporation assumes no
obligation or responsibility to a Holder or his legal representatives, heirs,
legatees, or distributees for any act of, or failure to act on the part of, the
Committee.
11.13 Corporation Action. Any action required of the Corporation
shall be by resolution of the Board of Directors, the Compensation Committee,
or by a person authorized to act by resolution of the Board of Directors.
11.14 Severability. If any provision of this Plan is held to be
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions hereof, but such provision shall be fully
severable and this Plan shall be construed and enforced as if the illegal or
invalid provision had never been included herein.
11.15 Notices. Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date on which it is actually received, addressed
to the applicable party as specified in the applicable Award Agreement. The
Corporation or a Holder may change, at any time and from time to time, by
written notice to the other, the address which it or he had previously
specified for receiving notices. Until changed in accordance herewith, the
Corporation and each Holder shall specify as its and his address for receiving
notices the address set forth in the Award Agreement pertaining to the shares
to which such notice relates. Any person entitled to notice hereunder may
waive such notice.
11.16 Successors. This Plan shall be binding upon each Holder, his
legal representatives, heirs, legatees, and distributees, upon the Corporation,
its successors and assigns and upon the Committee and its successors.
11.17 Headings. The titles and headings of Sections and Subsections
are included for convenience of reference only and are not to be considered in
construction of the provisions hereof.
11.18 Governing Law. All questions arising with respect to the
provisions of this Plan shall be determined by application of the laws of the
State of Delaware, without giving effect to any conflict of law provisions
thereof, except to the extent Delaware law is preempted by federal law.
Questions arising with respect to the provisions of an Award Agreement that are
matters of contract law shall be governed by the laws of the state specified in
the Award Agreement, except to the extent Delaware corporate law conflicts with
the contract law of such state, in which event Delaware corporate law, without
giving effect to any conflict of law provisions thereof, shall govern. The
obligation of the Corporation to sell and deliver Stock hereunder is subject to
applicable federal and state laws and to the approval of any governmental
authority required in connection with the authorization, issuance, sale, or
delivery of such Stock.
-15-
<PAGE> 16
11.19 Availability of Exempt Transactions. Notwithstanding the
provisions of this Plan, nothing contained in this Plan shall prohibit any
transactions permitted by Rule 16a-2(d) promulgated under the Exchange Act to
the extent such transactions are approved by the Committee and are not in
violation of, and do not otherwise cause this Plan not to be in compliance
with, Rule 16b-3.
11.20 Word Usage. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.
This Plan has been approved by the Compensation Committee of the
Company as of March 31, 1997, and was approved by the stockholders of the
Company as of May 14, 1997.
ATTEST: /s/ Michael T. Segraves
---------------------------------------------------
Michael T. Segraves,
Secretary
-16-
<PAGE> 1
EXHIBIT 5
[Fulbright & Jaworski L.L.P. Letterhead]
June 3, 1997
Chase Industries Inc.
P.O. Box 152
14212 County Road M-50
Montpelier, Ohio 43543
Re: Chase Industries Inc.
Common Stock, $.01 par value
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Chase Industries Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), on the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Commission") on or about June 3, 1997 (the "Registration
Statement"), of the offer and sale of up to 300,000 shares (as such number may
be adjusted from time to time pursuant to the provisions of the Plan
(hereinafter defined)) of its common stock, par value $.01 per share (the
"Common Stock"), that may be issued pursuant to the Chase Industries Inc. 1997
Executive Deferred Compensation Stock Option Plan (the "Plan").
In reaching the opinions set forth herein, we have reviewed those
agreements, certificates of public officials, officers of the Company and other
persons, records, documents, and matters of law that we deemed relevant,
including but not limited to (a) the Registration Statement, (b) the Restated
Certificate of Incorporation, as amended, and the By-Laws of the Company, (c)
resolutions previously adopted by the Board of Directors of the Company and (d)
the Plan.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we are of the
opinion that the Common Stock registered pursuant to the Registration
Statement, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
The opinions expressed above are subject in all respects to the
following assumptions, exceptions and qualifications:
a. We have assumed that (i) all signatures on all
documents reviewed by us are genuine, (ii) all documents submitted
to us as originals are true and complete, (iii) all documents
submitted to us as copies are true and complete copies of the
originals thereof, (iv) all information submitted to us in the
preparation of the Registration Statement is true and complete as
of the date hereof, (v) each natural person signing any document
reviewed by us had the legal capacity to do so, and (vi) each
person signing in a representative capacity any document reviewed
by us had authority to sign in that capacity.
b. The opinions expressed above are limited to the
General Corporation Law of the State of Delaware and the federal
laws of the United States of America. You should be
<PAGE> 2
Chase Industries Inc.
June 3, 1997
Page 2
aware that no partner or associate of this firm who reviewed
documents relevant to this opinion is admitted to the practice of
law in the State of Delaware and the opinions expressed herein as
to the laws of the State of Delaware are based solely upon the
latest unofficial compilation of the General Corporation Law of
the State of Delaware publicly available.
c. The opinions expressed above speak as of the date
hereof and are limited to the matters expressly set forth herein,
and no opinion is to be implied or inferred beyond such matters.
This opinion may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come into the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
This firm disclaims any duty to advise you regarding any changes
in, or otherwise communicate with you with respect to, the matters addressed
herein.
Respectfully Submitted,
FULBRIGHT & JAWORSKI L.L.P.
By: /s/ Rodney L. Moore
-------------------------------
Rodney L. Moore
-2-
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the incorporation by reference in the registration statements of
Chase Industries Inc. on Form S-8 of our report dated February 3, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of Chase Industries Inc. (formerly Chase Brass Industries, Inc.) as
of December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996 which report is included in the Chase Industries Inc.
annual report on Form 10-K, filed on March 18, 1997.
/s/ Coopers & Lybrand L.L.P.
----------------------------
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
May 29, 1997
