<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 NON-EMPLOYEE DIRECTOR 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 . . . . . 100,000 SHARES $22.13 $2,213,000 $671
====================================================================================================================================
</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.
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<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 "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
<PAGE> 3
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 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 Non-Employee Director 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
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER 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 Non-Employee Director 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 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
SCOPE AND PURPOSE OF PLAN
Chase Industries Inc., a Delaware corporation (the "Corporation"), has
adopted this 1997 Non-Employee Director Stock Option Plan (this "Plan") to
provide for the granting of Options (hereafter defined) to Non-Employee
Directors (hereafter defined).
The purpose of this Plan is to aid the Corporation in attracting
highly qualified individuals to serve as Non-Employee Directors (hereafter
defined) of the Corporation, and to extend to Non-Employee Directors the
opportunity to acquire additional proprietary interests in the Corporation,
providing an incentive for Non-Employee Directors of the Corporation to remain
in the service of the Corporation and apply their best efforts 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 Retainer" means the compensation to which a
Non-Employee Director is entitled as a retainer for service as a director of
the Corporation during a Plan Year, exclusive of (1) any fees paid to such
director for attending meetings of the Board of Directors or meetings of any
committee of the Board of Directors, (2) any other amounts paid to such
director on a per-meeting basis, or (3) any amounts paid by the Corporation or
its Subsidiaries to such director for services rendered to the Corporation or
its Subsidiaries in a capacity other than as a director.
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
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<PAGE> 2
(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 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 8.1 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 8.1 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 10.2.
1.14 "Disinterested Person" means a Person that meets the
definition of a "Non-Employee Director" under Rule 16b-3(b)(3).
1.15 "Effective Date" means the date this Plan is approved by the
stockholders of the Corporation.
1.16 "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.
1.17 "Exercise Notice" has the meaning given it in Subsection 7.3.
1.18 "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
or 6.1, as applicable.
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<PAGE> 3
1.19 "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
1.19(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
1.19(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 1.19(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 1.19 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.
1.20 "Holder" means a Non-Employee Director 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 10.3.
1.21 "Non-Employee Director" means a director of the Corporation
who while a director is not an employee or an officer of the Corporation or any
Subsidiary of the Corporation.
1.22 "Non-Surviving Event" means an event of Restructuring as
described in either Subsection 1.28(b) or Subsection 1.28(c).
1.23 "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.
1.24 "Participant" means a Non-Employee Director who has elected in
accordance with Section 4.2(b) to receive Options in lieu of receiving all or
part of such Non-Employee Director's Annual Retainer.
1.25 "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
1.26 "Plan" means the Chase Industries Inc. 1997 Non-Employee
Director Stock Option Plan, as it may be amended from time to time.
1.27 "Plan Year" means the twelve (12) consecutive month period
beginning January 1 and ending December 31.
1.28 "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.
1.29 "Retirement" means, with respect to a Non-Employee Director,
resignation from the position as a member of the Board of Directors (including
as a result of declining to accept a nomination or otherwise stand for
reelection) on or after the date of the fifth annual meeting of stockholders of
the Corporation held after the date on which such Non-Employee Director was
first elected or appointed to the Board of Directors.
1.30 "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.
1.31 "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.
1.32 "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 8.1 or Section 9.
1.33 "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.
1.34 "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.
1.35 "Total Shares" has the meaning given it in Subsection 8.1.
1.36 "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).
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<PAGE> 5
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 9 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 ONE HUNDRED THOUSAND (100,000) shares of Stock.
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 cancelled, or otherwise terminate without
being exercised, converted, or vested, as applicable, and, in the
event SARs are granted pursuant to Subsection 8.1, 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 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 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.
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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
8.2(d), outstanding Options and Stock Appreciation Rights; (c) construe the
respective Award Agreements and this Plan; (d) terminate, modify, or, subject
to Subsection 11.2, 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 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 Non-Employee Directors. Options may be granted pursuant to
this Plan only to Persons who are Non-Employee Directors at the time of the
grant thereof and, with respect to Options granted pursuant to Subsection 6.1,
who have properly elected in accordance with Subsection 4.2 to be a Participant
in the Plan Year in which the Options were granted.
4.2 Participation.
a. Automatic Awards. Each Non-Employee Director, upon
initial election to the Board of Directors, automatically shall become a
Participant in this Plan for purposes of Section 5.
b. Deferred Retainer Awards. A Non-Employee Director
shall become a Participant for a Plan Year for purposes of Section 6 by filing
with the secretary of the Corporation prior to the first day 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 Non-Employee Director's Annual Retainer payable for such
upcoming Plan Year; provided that a Non-Employee Director may become a
Participant for purposes of Section 6 (i) for the 1997 Plan Year by filing such
an election by May 31, 1997, with such election to apply with respect to Annual
Retainer amounts attributable to the portion of the 1997 Plan Year from and
after the date of (or a later date specified in) such election and (ii) for the
Plan Year in which such Non-Employee Director is first elected or appointed to
the Board of Directors, by filing such an election within 30 days after
election or appointment to the Board of Directors, with such election to apply
with respect to Annual Retainer amounts attributable to the portion of the Plan
Year in which such Person is elected or appointed to the Board of Directors
from and after the date of (or a later date specified in) such election. 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 (i) certain terms of the
Award Agreement may not be determined at that time or (ii) 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
of election or appointment to the Board of Directors for Options granted
pursuant to Subsection 5.1 and (B) the last day of each calendar quarter of a
Plan Year with respect to Options granted pursuant to Subsection 6.1. 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 pursuant to Section
5.1 shall be evidenced by one Award Agreement for each Non-Employee Director
and Options granted under Section 6.1 to a Non-Employee Director for a Plan
Year shall be evidenced by separate Award
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Agreements for Options granted as of the end of each calendar quarter in such
Plan Year in which Options are granted.
SECTION 5. AUTOMATIC GRANTS OF OPTIONS
5.1 Automatic Options Granted to Non-Employee Directors Elected or
Appointed After the Effective Date. Each Non-Employee Director who is elected
or appointed to the Board of Directors after the Effective Date, and has not
served as a member of the Board of Directors before such date, shall be awarded
an Option to purchase 5,000 shares of Stock upon the date of such election or
appointment to the Board of Directors.
5.2 Exercisability. Subject to Section 8, each Option granted
pursuant to this Section 5 shall become exercisable with respect to 1,000
shares of Stock on each of the first five anniversaries of the Date of Grant.
5.3 Exercise Price. The per share Exercise Price of Options
granted pursuant to Subsection 5.1 shall be the average Fair Market Value of a
share of Stock for the five trading days immediately preceding the effective
date of the grantees' election or appointment to the Board of Directors.
SECTION 6. STOCK OPTIONS UPON DEFERRAL OF ANNUAL RETAINER
6.1 Number of Shares. Subject to Subsections 6.4 and 6.5, a
Participant shall be granted Options as of the last day in each calendar
quarter of a Plan Year in accordance with the following formula, provided that
the Participant has filed with the Company a written election of deferral of
his or her Annual Retainer for such Plan Year in accordance with Subsection
4.2:
25% of the Annual Retainer Amount to 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 calendar quarter in
which the Date of Grant occurs
Subject to Subsection 6.4, the numerator of the above fraction shall be
determined according to the amount of Annual Retainer elected to be deferred
for the Plan Year by the Participant in accordance with Subsection 4.2(b).
6.2 Exercisability. Each Option granted pursuant to this Section
6 shall become exercisable in full on the Date of Grant.
6.3 Exercise Price. The per share Exercise Price of Options
granted pursuant to Subsection 6.1 shall be 50% of the average Fair Market
Value of a share of Stock for the last five trading days of the calendar
quarter in which the Date of Grant of such Options occur, such that Options
granted to a Participant over a Plan Year shall have four separate exercise
prices.
6.4 Participation Commencing During a Plan Year. In the event a
Participant elects to defer all or a portion of his or her Annual Retainer
after the start of a Plan Year as permitted by the proviso of Subsection
4.2(b), the numerator in the formula set forth in Subsection 6.1 shall be
adjusted with respect to such Participant for such Plan Year to reflect the
portion of the deferred Annual Retainer attributable to each remaining calendar
quarter (or portion thereof) in the Plan Year to which any such initial
election relates.
6.5 Termination of Status as Non-Employee Director.
Notwithstanding the provisions of Subsection 6.1, if a Non-Employee Director
who has made an election pursuant to Subsection 4.2(b) ceases to be a
Non-Employee Director during a Plan Year to which such election relates, no
Options will be granted to such Non-Employee Director for the calendar quarter
in which such Participant ceases to be a Non-Employee Director or for any
period thereafter. Any Annual Retainer earned for the calendar
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quarter in which such Participant ceases to be a Non-Employee Director shall be
paid in cash and, upon such payment, the Corporation shall have no further
obligation under this Plan to such Participant other than with respect to
Options and SARs (if any) granted under this Plan and outstanding as of the
date such Participant ceases to be a Non-Employee Director.
SECTION 7. 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 7 (to the extent each term and condition
applies to the form of Option) and also to the terms and conditions set forth
in Sections 8, 9 and 10.
7.1 Expiration of Options. Subject to the provisions in Section
10, each Option shall expire ten (10) years after the Date of Grant of such
Option.
7.2 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 or 6.3, as applicable.
7.3 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 10.2, (c) be accompanied by payment of the Exercise
Price for all shares of Stock for which the Option is being exercised, and (d)
include such other information, instruments, and documents as may be required
by the Committee to evidence such Holder's authority to exercise the Option or
as otherwise required as provided by Subsection 10.5. The Option shall not be
deemed to have been exercised unless all of the requirements of the preceding
provisions of this Subsection 7.3 have been satisfied.
7.4 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) on 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.
7.5 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 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. The broker then shall deliver to the Corporation that portion of the
sale or loan proceeds necessary to cover the Exercise Price. 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.
7.6 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
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<PAGE> 9
fractional Stock) of the Fair Market Value of a share of Stock determined as of
the date of the applicable Exercise Notice.
7.7 Available Stock. The Options to be granted pursuant to
Subsections 5.1 and 6.1 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 Subsections 5.1 and/or 6.1 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 as follows: (i) in the case of
Options to be granted pursuant to Section 5.1, equally and (ii) with respect to
Options to be granted pursuant to Section 6.1, 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 6.1 as compared to the total number of Options to which all
Participants are entitled to receive on such Date of Grant pursuant to
Subsection 6.1 and (iii) if Options are to be granted on such Date of Grant
pursuant to both of Subsections 5.1 and 6.1, the allocation among Subsection
5.1 and Subsection 6.1 shall be effected on a basis consistent with the
allocation of Options to be granted pursuant to Subsection 6.1. If any such
pro ration of Options is effected with respect to any grants due under
Subsection 6.1 of this Plan, or if there shall not be any shares of Stock
available on any date on which Options are to be granted pursuant to Subsection
6.1, the portion of deferred Annual Retainer for which Options are not granted
will be paid in cash as of the date such Options were to be granted.
SECTION 8. EFFECTS OF CHANGE IN CONTROL
8.1 Change in Control. Upon the occurrence of a Change in
Control, subject to Subsection 1.7(b): (a) each Holder of an Option shall
immediately be granted one corresponding Stock Appreciation Right for each
share of Stock subject to an Option; and (b) all outstanding Options shall
immediately become fully vested and exercisable in full, including that portion
of any Option that pursuant to the terms and provisions of the applicable Award
Agreement had not yet become exercisable (the total number of shares of Stock
as to which a Stock Appreciation Right or 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 8.1 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.
8.2 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 outstanding Option shall immediately become fully
vested and exercisable in full merely because of the occurrence of the
Restructuring;
(b) no Holder of an Option shall automatically be granted
corresponding Stock Appreciation Rights;
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(c) 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;
(d) the Corporation may (but shall not be required to)
redeem in whole or in part any one or more of the outstanding Options
(whether or not then exercisable) in consideration of a cash payment
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 8.2(d) 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 8.2(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
(e) if a Non-Employee Director becomes a director of the
surviving entity and is not otherwise employed by the surviving entity
or any Subsidiary thereof, then, for purposes of Section 10.1(a)
hereof, such Non-Employee Director shall not be deemed to have ceased
to be a Non-Employee Director.
8.3 Terms of Stock Appreciation Rights. A Stock Appreciation
Right granted pursuant to Subsection 8.1(a) 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 8.3(b). That Option shall then cease to be exercisable to the
extent surrendered. Stock Appreciation Rights granted pursuant to Subsection
8.1(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:
(a) Exercise and Transfer. A Stock Appreciation Right
granted pursuant to Subsection 8.1(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 10.3.
(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 8.1(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
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incorporate the provisions of this Subsection 8.3. No separate Award
Agreement shall be issued evidencing any Stock Appreciation Rights.
8.4 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 8.
SECTION 9. ADJUSTMENT PROVISIONS
9.1 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.
(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 9.1, 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 9.1(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.
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SECTION 10. ADDITIONAL PROVISIONS
10.1 Loss of Eligibility.
(a) If a Participant ceases to be a Non-Employee Director
for any reason other than the Participant's death or Disability, then
that portion, if any, of any and all Options held by the Participant
(or any permitted transferee) which are not yet exercisable (or for
which restrictions have not lapsed) as of the date the Participant
ceases to be a Non-Employee Director ("Termination Date") shall become
null and void as of the Termination Date and, except as provided
below, the portion, if any, of any and all Options held by the
Participant (or any permitted transferee) that are then exercisable as
of the 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 a Non-Employee Director
by reason of the Participant's death or Disability, then the portion,
if any, of any and all Options held by the Participant (or any
permitted transferee) that are not yet exercisable (or for which
restrictions have not lapsed) as of the Termination Date, shall become
exercisable and all such Options shall be exercisable for the lesser
of (i) remainder of the term of the Options or (ii) three years after
the Termination Date.
(c) If a Participant ceases to be a Non-Employee Director
by reason of Retirement, then all such Options held by that
Participant (or any permitted transferee) as of the Termination Date
that are exercisable shall be exercisable for the lesser of (i)
remainder of the term of the Option or (ii) three years after the
Termination Date.
(d) Notwithstanding the foregoing, if a Non-Employee
Director is removed from the Board of Directors by the Corporation for
"cause" (hereafter defined), then any and all Options held by such
Non-Employee Director (or any permitted transferee) that were granted
to such Non-Employee Director pursuant to Subsection 5.1 of this Plan
shall become null and void as of the date of such termination and any
Options held by such Non-Employee Director (or any permitted
transferee) that were granted pursuant to Section 6.1 shall be subject
to Subsection 10.1(a). "Cause" shall mean, as determined by the Board
of Directors in the sole discretion exercised in good faith of the
Board of Directors, (a) the commission by the Non-Employee Director of
a felony or of a misdemeanor involving moral turpitude, (b) the
participation by the Non-Employee Director in any fraud, (c)
dishonesty by the Non-Employee Director that is detrimental to the
best interest of the Corporation, (d) the willful and continued
failure by the Non-Employee Director to substantially perform his
duties to the Corporation (other than any such failure resulting from
the Non-Employee Director's incapacity due to Disability) after
written demand for substantial performance is delivered by the
Corporation specifically identifying the manner in which the
Corporation believes the Non-Employee Director has not substantially
performed his duties, or (e) the willful engaging by the Non-Employee
Director in misconduct which is materially injurious to the
Corporation, monetarily or otherwise.
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.
10.2 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 10.1. "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 Non-Employee Director is
unable to continue performing the duties he performed before such impairment or
the Non-Employee Director's condition entitles him 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 Non-Employee Director, and (b) that impairment
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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
(iii) with respect to a Holder that is a permitted transferee, the appointment
of a legal guardian or representative of such Holder.
10.3 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
Non-Employee Director 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 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 10.3(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 10.3(a) and 10.3(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 10.3(a), 10.3(b) and 10.3(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 10.1 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 10.1 and 10.2.
(e) Procedures and Restrictions. Any Holder desiring to
transfer an Option as permitted under Subsections 10.3(a) or 10.3(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 10.3 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 and may place legends on certificates
evidencing such shares restricting future transfers of such shares
except in accordance with applicable securities laws.
(g) Effect on Stock Appreciation Rights. If at the time
any Option is transferred as permitted under this Subsection 10.3 a
corresponding Stock Appreciation Right shall have been granted with
respect to such Option pursuant to Subsection 8.1(a) of this Plan,
then the transfer
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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 10.3.
10.4 Delivery of Certificates of Stock. Subject to Subsection
10.5, 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, if applicable, payment of any amounts
required to be withheld. 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.
10.5 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 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.
10.6 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.
10.7 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 8 and 9 hereof.
10.8 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.
10.9 Obligation to Exercise. The granting of an Option hereunder
shall impose no obligation upon a Holder to exercise the same or any part
thereof.
10.10 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.
SECTION 11. EFFECTIVENESS, DURATION AND AMENDMENT OF PLAN
11.1 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. Notwithstanding the foregoing,
Non-Employee Directors may, subject to Subsection 4.2(b), make elections to
participate in this Plan pursuant to Subsection 6.1 of this Plan at any time
after this Plan is adopted by the Compensation Committee of the Board of
Directors, provided that such election shall (i) relate only to that portion of
the Annual Retainer for the 1997 Plan Year that relates to periods from and
after the date of such election, (ii) be subject to Subsection 10.6 and (iii)
become null and void if stockholder
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<PAGE> 15
approval is not obtained on or before December 31, 1997. 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.
11.2 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(b), 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(b) in effect at the
time of any such amendment or revision without such Holder's or Participant's
consent, as applicable, and (ii) the Committee will not amend this Plan to (a)
increase materially the aggregate number of shares of Stock that may be issued
under this Plan (except for adjustments pursuant to Section 9 hereof), (b)
modify the terms of Sections 5 or 6 of this Plan in any material respect, or
(c) modify materially the requirements about eligibility for participation in
this Plan, in each case 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 12. GENERAL
12.1 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.
12.2 Right of the Corporation to Terminate Status as Director.
Nothing contained in this Plan, or in any Award Agreement, shall confer upon
any Holder the right to continue to serve as a member of the Board of Directors
or interfere in any way with the rights of the Corporation or its stockholders
to terminate the Holder's participation as a member of the Board of Directors
with or without cause.
12.3 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.
12.4 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 Non-Employee Directors, 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.
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<PAGE> 16
12.5 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
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.
12.6 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.
12.7 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.
12.8 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.
12.9 Corporation Records. Records of the Corporation or its
Subsidiaries regarding a Participant's period of service as a member of the
Board of Directors, termination of service as a member of the Board of
Directors and the reason therefor, and other matters shall be conclusive for
all purposes hereunder, unless determined by the Committee to be incorrect.
12.10 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.
12.11 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.
12.12 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.
12.13 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.
12.14 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
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<PAGE> 17
Agreement pertaining to the shares to which such notice relates. Any person
entitled to notice hereunder may waive such notice.
12.15 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.
12.16 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.
12.17 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.
12.18 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.
12.19 Taxation and Withholding Issues. Each Non-Employee Director
that participates in this Plan shall be individually responsible for any
taxation results from the grant or award of Options and/or SARs under this
Plan. Because such Participants are not employees of the Company, the Company
shall not withhold for any state, local or federal taxes resulting from the
grants or awards under this Plan except to the extent the Company may be
required to do so under any applicable law, as from time to time may be in
effect.
12.20 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
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<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 100,000 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
Non-Employee Director 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
<PAGE> 1
EXHIBIT 23.1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
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
