FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STEWART & STEVENSON SERVICES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1051605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
STEWART & STEVENSON SERVICES, INC.
1993 NONOFFICER EMPLOYEE STOCK OPTION PLAN
(Full title of Plan)
LAWRENCE E. WILSON
P.O. BOX 1637
HOUSTON, TEXAS 77251-1637
(Name and address of agent for service)
(713) 868-7700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Proposed Proposed
of Securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per share<F1> offering price<F1> registration fee
_________________ _____________ ___________________ __________________ ________________
<S> <C> <C> <C> <C>
Common Stock,
without par value
per share 115,000 $ 47.875 $ 5,505,625 $ 1,898.49
<FN>
<F1> Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price of shares of Common Stock to be purchased pursuant
to the Plan is based on the average of the high and low quoted transaction prices on March 25, 1994, for the purposes of calculating
the registration fee.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E, the contents of Registration Statement No.
33-65404 relating to the Stewart & Stevenson Services, Inc. 1993 Nonofficers
Stock Option Plan are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, and the State of Texas, on the 30th day of
March, 1994.
STEWART & STEVENSON SERVICES, INC.
By: /s/ Bob H. O'Neal
____________________
Bob H. O'Neal
President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 30th day of March, 1994.
/s/ Bob H. O'Neal /s/ Robert L. Hargrave
______________________________ ______________________________
Bob H. O'Neal Robert L. Hargrave
Director and Principal Director, Principal Financial
Executive Officer Officer and Principal
Accounting Officer
/s/ C. Jim Stewart II /s/ J. Carsey Manning
______________________________ ______________________________
C. Jim Stewart II J. Carsey Manning
Director Director
/s/ Donald E. Stevenson /s/ Donald J. Atwood
______________________________ ______________________________
Donald E. Stevenson Donald J. Atwood
Director Director
______________________________ ______________________________
Robert H. Parsley James H. Elder, Jr.
Director Director
/s/ J.W. Lander, Jr.
______________________________ ______________________________
J.W. Lander, Jr. Jack T. Currie
Director Director
/s/ Robert S. Sulivan
______________________________
Robert S. Sullivan
Director
<PAGE>
EXHIBIT INDEX
4 Stewart & Stevenson Services, Inc. 1993 Nonofficer Employee Stock
Option Plan
5 Opinion of Lawrence E. Wilson, Vice President and General Counsel of
the Company
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Lawrence E. Wilson
STEWART & STEVENSON SERVICES, INC.
1993 NONOFFICER EMPLOYEE STOCK OPTION PLAN
(the "Plan")
1. Purpose of the Plan. The purpose of this Plan is to provide a means
for Stewart & Stevenson Services, Inc., a Texas corporation (the "Company"), to
attract and retain employees and motivate such employees to exert their best
efforts on behalf of the Company. The term "Employees" means those employees of
the Company and its subsidiaries who are not, on the date that an Option under
the Plan is granted to them, a director or an officer of the Company (as such
term is defined in Rule 16a-1(f) promulgated pursuant to the Securities Exchange
Act of 1934). The term "Option" as used herein means the right to purchase one
(1) share of Common Stock, without par value, of the Company (the "Stock") under
this Plan.
2. Number of shares available to the Plan. Options may be granted by the
Company from time to time to Employees to purchase an aggregate of up to 300,000
shares of Stock, and such number of shares shall be reserved for Options granted
under the Plan, subject to adjustment as provided in section 10 and amendment as
set forth below. The number of Options that may be granted pursuant to this
Plan shall be increased on each February 1 during the Plan's existence by an
amount equal to the number of Options granted pursuant to the Plan during the
previous fiscal year; provided however that the aggregate number of Options at
any time outstanding and unexercised pursuant to this Plan plus the number of
Options authorized but not granted shall not exceed 5% of the outstanding shares
of Stock of the Company. The shares issued upon exercise of Options granted
under the Plan may be authorized and unissued shares or shares held by the
Company in its treasury.
3. Administration of the Plan. The Plan shall be administered by the
Compensation and Management Development Committee (the "Committee") of the Board
of Directors of the Company (the "Board"). The Committee may interpret the
Plan; prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan or Options granted pursuant to
the Plan; determine which Employees, if any, will be granted Options pursuant to
the Plan and the terms of option agreements relating thereto; and take such
other action as it deems necessary or advisable, except as otherwise expressly
reserved to the Board in the Plan. All decisions and selections made by the
Committee pursuant to the provisions of the Plan shall be made by a majority of
its members. Any decision reduced to writing and signed by a majority of the
members of the Committee shall be fully effective as if it had been made by a
majority at a meeting duly held. Any interpretation, determination or other
action made or taken by the Committee shall be final, binding and conclusive.
The Committee may designate the Secretary of the Company or other employees of
the Company to perform ministerial functions under the Plan and may delegate
authority to execute documents on behalf of the Committee to any officer of the
Company.
4. Grant of Options. Subject to the provisions of the Plan, the
Committee shall determine and designate from time to time those Employees to
whom Options are granted and the number of Options granted to each such
Employee. Such grants shall be set forth in the minutes of the Committee.
5. Terms and Conditions. Each Option granted under the Plan shall be
evidenced by an Option agreement, in a form approved by the Committee, which
shall be subject to the following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate.
a. Number. Each option agreement shall set forth the number of
Options granted to the individual named therein pursuant to the terms of this
Plan.
b. Option Period. Each option agreement shall specify the period
for which the Options thereunder are granted and shall provide that the Options
thereunder shall expire at the end of such period.
c. Option Price. Each option agreement shall specify the purchase
price of each share of Stock subject to Options thereunder, which shall be not
less than 100% of the price in last reported transaction in the Stock on the
date of grant.
d. Exercise Period. Each option agreement shall specify whether the
Options granted thereby are exercisable in whole or in increments, and whether
such exercise may be made immediately or after a designated holding period.
e. Payment of Purchase Price upon Exercise. Each option agreement
shall provide that the purchase price pursuant to each Option shall be paid to
the Company at the time of exercise either in cash or in Stock previously owned
by the Employee for a period of not less than six (6) months and having total
fair market value, as determined by the Committee, equal to the option price, or
by a combination of cash and previously owned Stock having a total fair market
value, as so determined, equal to the option price.
6. Effect of Termination. Except as set forth below, all rights of any
Employee shall cease and all Options granted pursuant to the Plan shall
terminate upon the termination of employment with the Company.
a. Normal Termination. If an Employee's employment with the Company
is terminated for any reason other than death, disability, retirement or cause,
the Employee shall have the right, during the period ending thirty (30) days
after such termination, to exercise any Option granted under the Plan to the
extent that it was exercisable at the date of termination of such employment and
shall not have been exercised, but in no event later than the date such Option
would have expired had it not been for the termination of the Employee's
employment.
b. Death, Disability or Retirement. If an Employee's employment
with the Company shall be terminated by reason of death, disability or
retirement, all Options granted to such Employee shall become immediately
exercisable and the Employee or his personal representatives, heirs or legatees
shall have the right, during the period ending one (1) year after such
termination, to exercise such Option but in no event later than the date the
Option would have expired had it not been for the termination of the Employee's
employment. The terms "disability" and "retirement" shall be determined in
accordance with applicable Company personnel policies as interpreted in the
exercise of the Committee's discretion and the term "disability" shall mean
total and permanent disability.
c. Termination for Cause. If an Employee's employment with the
Company is terminated for cause, all right to exercise any Option shall
terminate at the date of such termination of employment. For this purpose,
termination for cause shall mean termination of the Employee's employment due to
the Employee's misconduct including but not limited to commission of a felony or
perpetration of a common law fraud which has resulted or is likely to result in
economic damage to the Company, all as the Committee, in its sole discretion,
may determine.
7. Assignability. Options shall not be assignable or otherwise
transferable except by will or by the laws of descent and distribution, and no
right or interest in this Plan or in Options shall be subject to pledge,
hypothecation, encumbrance, garnishment, attachment, execution or levy of any
kind. No transfer of an Option by will or by the laws of descent and
distribution shall be effective against the Company unless the Company has
received written notice of such transfer and an authenticated copy of such will
or other evidence of such transfer satisfactory in form and content to the
Committee.
8. No Rights as Stockholders. No Employee shall have any rights as a
stockholder with respect to any Option until the date of exercise and payment
for such shares.
9. Extraordinary Corporate Transactions. Notwithstanding any other
limitation or restriction in the Plan, each Option granted under the Plan will
become exercisable for the aggregate number of shares covered thereby, except to
the extent that the acceleration of the exercisability of any such Option would
result in an "excess parachute payment" within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended, in the event (a) the Board or the
stockholders of the Company approve (i) any consolidation or merger of the
Company in which the Company is not the surviving corporation, other than a
merger of the Company in which the holders of Stock immediately prior to the
merger have the same proportionate ownership of Stock of the surviving
corporation immediately after the merger, (ii) any sale, lease, exchange or
other transfer of all, or substantially all, of the assets of the Company or
(iii) the adoption of any plan or proposal for the liquidation or dissolution of
the Company; or (b) any person acquires Stock pursuant to a tender offer or
exchange offer to acquire any Stock and after consummation of such offer, the
person owns thirty percent (30%) or more of the outstanding Stock.
10. Changes in Company's Capital Structure. The existence of outstanding
Options shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issuance of
Stock or subscription rights thereto, or any issuance of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. If the
outstanding shares of Stock of the Company shall at any time be changed or
exchanged by declaration of a stock dividend, stock split, combination of shares
or recapitalization, the number and kind of shares subject to the Plan or
subject to any Options theretofore granted, and the option prices shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of shares without changing the aggregate option price.
11. Withholding of Taxes. The Company may directly or indirectly withhold
all federal, state, city or other taxes as a result of the Employee's exercise
of Options. The Employee shall either provide the Company with the necessary
funds to pay any withholding obligations arising from the exercise of an Option
or accept a reduction in the number of shares of Stock to be delivered as a
result of an exercise by the number of shares of Stock having a fair market
value equal to the amount of withholding required. The Employee shall notify
the Company of his election to provide the additional funds required or accept a
reduction in the number of shares of Stock issued at the time an Option is
exercised.
12. Compliance with Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder and the obligation of the Company to sell and
deliver shares of Stock under such Options shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Stock prior to (a)
the listing of such shares of Stock on any stock exchange on which the Stock may
then be listed and (b) the completion of any registration or qualification of
such shares of Stock under any federal or state law, or any ruling or regulation
of any government body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
13. Amendments or Termination. The Board of Directors may amend, alter or
discontinue the Plan, but no amendment or alteration shall be made which would
impair the rights of any participant under Options theretofore granted without
his consent.
14. Headings of No Effect. The Section and subsection headings contained
in this Plan are included solely for convenience of reference and shall not in
any way affect the meaning or interpretation of any of the provisions of the
Plan.
15. Effective Date of the Plan. The effective date of the Plan shall be
March 16, 1993 subject to registration of interests in the Plan and Stock to be
issued pursuant to Options with the Securities and Exchange Commission, if
required. Options may be granted by the Committee as provided herein subject to
such subsequent registration with the Securities and Exchange Commission.
16. Plan Name. The Plan shall be known as the "Stewart & Stevenson
Services, Inc. 1993 Nonofficer Employee Stock Option Plan."
17. Options not Includable for Benefit Purposes. Each Employee, by
accepting an Option, will acknowledge and agree (i) that the grant of Options to
him is special incentive compensation which is not to be taken into account as
"wages" or "salary" in determining payments or benefits to the Employee under
any pension, thrift, stock or deferred compensation plan of Company and (ii), on
behalf of his beneficiary, that such grant will not affect any life insurance
coverage available to such beneficiary under any life insurance plan covering
employees of the Company.
18. No Employment Commitment. Neither any grant of Options nor the
execution of an agreement with respect thereto, as contemplated hereby, by the
Company is to be interpreted or construed as imposing upon the Company any
obligation to retain the services of an Employee for any period of time, and, in
the absence of a written employment agreement, such employment will continue to
be at the pleasure of the Company and at such compensation as the Company
determines from time to time.
19. No Right to Receive Options. Nothing in the Plan shall be construed
to give any Employee of the Company any right to receive a grant of Options.
LEGAL OPINION
Stewart & Stevenson Services, Inc.
Houston, Texas
As General Counsel of Stewart & Stevenson Services, Inc. (the "Company"), a
Texas corporation, I have participated in the preparation and adoption of the
Stewart & Stevenson Services, Inc. 1993 Nonofficer Employee Stock Option Plan
(the "Plan") and the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to 115,000 shares (the "Shares") of
Common Stock, without par value, of the Company to be offered to nonofficer
employees of the Company pursuant to options granted pursuant to the Plan.
It is my opinion that the Shares have been duly authorized and that, when issued
upon the exercise of an option granted pursuant to the Plan, the Shares will be
validly issued, fully paid and nonassessable.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
March 30, 1994
AUDITOR'S CONSENT
Stewart & Stevenson Services, Inc.
Houston, Texas
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report on the financial statements and schedules included in the
Annual Report on Form 10-K of Stewart & Stevenson Services, Inc. for the year
ended January 31, 1993.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Houston, Texas
March 30, 1994
CONSENT OF LEGAL COUNSEL
Stewart & Stevenson Services, Inc.
Houston, Texas
I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of my opinion regarding legality.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
March 30, 1994
