Registration No. 333- ............
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Number)
2707 North Loop West
Houston, Texas 77008
(Address of Principal Executive Offices) (Zip Code)
STEWART & STEVENSON SERVICES, INC.
1988 NONSTATUTORY STOCK OPTION PLAN
(as amended and restated effective as of June 10,1997)
(Full title of the 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------- ---------------------- ------------------ ---------------------- -----------------
Title Proposed Proposed
of Securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per share offering price (1) registration fee
(1)
- --------------------------- ---------------------- ------------------ ----------------------- -----------------
<S> <C> <C> <C> <C>
- --------------------------- ---------------------- ------------------ ----------------------- -----------------
Common Stock,
without par value
per share............. 1,500,000 $ 26.00 $ 39,000,000.00 $ 11,818.18
- --------------------------- ---------------------- ------------------ ----------------------- -----------------
</TABLE>
(1) 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 September 11, 1997, for
purposes of calculating the registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-K for the year ended January 31,
1997, Quarterly Report on Form 10-Q for the quarter ended April 30, 1997,
Quarterly Report on Form 10-Q for the quarter ended July 31, 1997, Current
Report on Form 8-K filed November 15, 1995, the description of Company's
Common Stock included in its registration statement on Form 8-A filed May 31,
1977, pursuant to Section 12(g) of the Securities Exchange Act of 1934 and the
description of the Rights to Purchase Shares of Common Stock, without par value,
included in the registration statement on Form 8-A filed March 15, 1995,
pursuant to Section 12(b) of the Securities Exchange Act of 1934 are
incorporated herein by reference. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. The Company's
Quarterly Reports on Form 10-Q for the quarters ended April 30, 1997 and
July 31, 1997, which are incorporated herein by reference, should be read
in conjunction with the audited financial statements incorporated herein by
reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Company incorporated by
reference in this Registration Statement from the Company's Annual Report on
Form 10-K for the year ended January 31, 1997, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report dated
March 20, 1997 and are incorporated herein in reliance upon the authority of
said firm as experts in accounting and auditing. The validity of the issuance of
the shares of Common Stock registered hereby will be passed upon by Lawrence E.
Wilson, Vice President and General Counsel of the Company. Mr. Wilson
beneficially owns 23,218 shares of Common Stock, including 22,100 shares which
Mr. Wilson has the right to acquire within 60 days.
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides that:
1) A corporation may indemnify any officer or director from and
against any judgments, penalties, fines, settlements and
reasonable expenses actually incurred by him in connection
with a threatened, pending or completed action, suit,
investigation or other proceeding to which he is, was or is
threatened to be a party; provided that it is determined by
the Board of Directors, a committee thereof, special legal
counsel or a majority of the stockholders that such officer or
director: (a) acted in good faith; (b) reasonably believed
that his conduct was in the best interest of the corporation
or was, in some circumstances, at least not opposed to the
corporation's interest and (c) in a criminal case, had no
reasonable cause to believe his conduct was unlawful. Such
indemnity is limited to the reasonable expenses actually
incurred in matters as to which the officer or director is
found liable to the corporation or is found liable on the
basis that a personal benefit was improperly received by him.
No indemnification is permitted with respect to any proceeding
in which the officer or director is found liable for willful
or intentional misconduct in the performance of his duty to
the corporation.
2) A corporation shall indemnify a director against reasonable
expenses incurred by him in connection with a threatened,
pending or completed action, suit, investigation or other
proceeding to which he is, was or was threatened to be a party
if he has been wholly successful in its defense.
3) A corporation may advance an officer or director the
reasonable costs of defending an action, suit, investigation
or other proceeding in certain cases.
4) A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
The bylaws of the Company provide in relevant part:
"Section 6.9. Indemnification of Officers and Directors. The
Corporation shall indemnify any person against any judgment, penalty, fine,
settlement and reasonable expenses incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is or is threatened to be made a party because he is or was serving as an
officer or director of the Corporation or at the request of the Corporation as
an officer, director, partner, venturer, proprietor, trustee, employee, agent or
other functionary of another entity and (i) such person is wholly successful in
the defense thereof, or (ii) it is determined in the manner required by law that
such person conducted himself in good faith, reasonably believed that his
conduct was in the best interest of the Corporation and had no reasonable cause
to believe that his conduct was unlawful; provided, however, that no person
shall be indemnified with respect to any matter as to which such person is found
liable to the Corporation. Any such indemnification shall be reported in writing
to the stockholders of the Corporation on or before the notice or waiver of
notice of the next stockholders' meeting and in any event within twelve (12)
months of the indemnification. The right of indemnification under this Section
6.9 shall be in addition to any other rights to which such persons may be
entitled."
The Company has entered into indemnification agreements with each
officer and director under which the Company has agreed to indemnify such
persons to the fullest extent permitted by applicable laws and the bylaws of the
Company. The Company has also purchased a directors and officers liability and
corporation reimbursement policy in the amount of $30,000,000, which, subject to
certain exceptions, protects the officers and directors of the Company against
liabilities arising from any claim for breach of duty, neglect, error,
misstatement, misleading statement, omission or other act attempted, committed
or allegedly committed by reason of the director or officer acting in such
capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this Registration
Statement pursuant to Item 601 of Regulation S-K.
4.1 Stewart & Stevenson Services, Inc. 1988 Nonstatutory Stock
Option Plan (as amended and restated effective as of
June 10, 1997).
5.1 Opinion of Lawrence E. Wilson, Vice President and General
Counsel of the Company.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Lawrence E. Wilson, Vice President and General
Counsel of the Company.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date 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 paragraph (1)(i) and (1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 15th day of
September, 1997.
STEWART & STEVENSON SERVICES, INC.
/s/ Robert L. Hargrave
By: ___________________________________
Robert L. Hargrave
Chief Executive Officer
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 15th day of September, 1997.
/s/ Robert L. Hargrave
- ------------------------------ --------------------------------
Robert L. Hargrave Bob H. O'Neal
Director and Chief Executive Officer Director
/s/ C. Jim Stewart II /s/ J. Carsey Manning
- ------------------------------ --------------------------------
C. Jim Stewart II J. Carsey Manning
Director Director
/s/ Donald E. Stevenson /s/ Jack T. Currie
- ------------------------------ --------------------------------
Donald E. Stevenson Jack T. Currie
Director Director
/s/ Robert H. Parsley /s/ Richard R. Stewart
- ------------------------------ --------------------------------
Robert H. Parsley Richard R. Stewart
Director Director
/s/ Jack W. Lander, Jr. /s/ Orson C Clay
- ------------------------------ --------------------------------
Jack W. Lander, Jr. Orson C Clay
Director Director
/s/ Robert S. Sullivan /s/ Brian H. Rowe
- ------------------------------ --------------------------------
Robert S. Sullivan Brian H. Rowe
Director Director
EXHIBIT INDEX
4.1 Stewart & Stevenson Services, Inc. 1988 Nonstatutory Stock
Option Plan (as amended and restated effective as of June 10, 1997)
5.1 Opinion of Lawrence E. Wilson, Vice President and General Counsel
of the Company
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Lawrence E. Wilson
EXHIBIT 4.1
STEWART & STEVENSON SERVICES, INC.
1988 NONSTATUTORY STOCK OPTION PLAN
(as amended and restated effective as of June 10, 1997)
(the "Plan")
1. Purpose of the Plan. The purpose of this Plan is to provide a means
whereby Stewart & Stevenson Services, Inc., a Texas corporation (the "Company")
may, through the grant of nonstatutory stock options to Employees, (as defined
below) attract and retain persons of ability as employees and motivate such
employees to exert their best efforts on behalf of the Company. The term
"Employees" means employees (including officers and directors who are also
employees) of the Company or any of its subsidiaries. The term "option" as used
herein means the right to purchase Common Stock, without par value, of the
Company (the "Stock") under this Plan. The Plan as set forth herein constitutes
an amendment and restatement of the Plan as previously adopted by the Company,
and shall supersede and replace in its entirety such previously adopted plan.
This amendment and restatement of the Plan shall be effective as of June 10,
1997, provided this amendment and restatement of the Plan is approved by the
stockholders of the Company on such date at the Company's 1997 Annual Meeting of
Stockholders. If this amendment and restatement of the Plan is not so approved
by the stockholders, then no options shall be granted under the Plan on or after
June 10, 1997.
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
1,500,000 shares of Stock, and such amounts of shares shall be reserved for
options granted under the Plan, subject to adjustment as provided in subsection
5(i). 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.
Except as set forth in subsection 5(h), should any option expire or be canceled
prior to its exercise in full, the shares subject to such option may again be
made subject to an option under the Plan.
3. Administration of the Plan. The Plan shall be administered by a
committee (the "Committee") of, and appointed by, the Board of Directors of the
Company (the "Board"). The Committee shall be comprised solely of two or more
directors who are (a) outside directors (within the meaning of section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code") and applicable
interpretive authority thereunder), and (b) nonemployee directors (within the
meaning of Rule 16b-3, as currently in effect or as hereinafter modified or
amended ("Rule 16b-3"), promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")). Any vacancy occurring in the membership of the
Committee shall be filled by appointment of 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, and take such other action as it deems necessary or advisable, except as
otherwise expressly reserved to the Board or the stockholders 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 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.
4. Grant of Options. Subject to the provisions of the Plan, the
Committee shall (a) determine and designate from time to time those Employees to
whom options are to be granted and the number of shares of Stock to be optioned
to each Employee, taking into account the nature of the services rendered by
such Employees, their present and potential contributions to the Company's
success and such other factors as the Committee in its discretion shall deem
relevant; (b) determine the option price for each option, not to be less than
fair market value on the date it is granted; (c) determine the number of shares
subject to each option; and (d) determine the time or times when and the manner
in which each option shall be exercisable and the duration of the exercise
period. Notwithstanding any provision in the Plan to the contrary, the maximum
number of shares of Stock that may be subject to options granted under the Plan
to an Employee during any calendar year may not exceed 200,000, subject to
adjustment as provided in subsection 5(i). The limitation set forth in the
preceding sentence shall be applied in a manner which will permit compensation
generated under the Plan to constitute "performance-based" compensation for
purposes of section 162(m) of the Code, including, without limitation, counting
against such maximum number of shares, to the extent required under section
162(m) of the Code and applicable interpretive authority thereunder, any shares
subject to options that are canceled or repriced. The Committee shall grant
options in accordance with the determinations specified in this section as
evidenced by a written option agreement. For all purposes under the Plan, the
fair market value of a share of Stock on a particular date shall be equal to the
closing sales price of the Stock (i) reported by the National Market System of
NASDAQ on that date or (ii) if the Stock is listed on a national stock exchange,
reported on the stock exchange composite tape on that date, or, in either case,
if no prices are reported on that date, on the last preceding date on which such
prices of the Stock are so reported. If the Stock is traded over the counter at
the time a determination of its fair market value is required to be made
hereunder, its fair market value shall be deemed to be equal to the average
between the reported high and low or closing bid and asked prices of Stock on
the most recent date on which Stock was publicly traded. In the event Stock is
not publicly traded at the time a determination of its value is required to be
made hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate.
5. Terms and Conditions. Each option granted under the Plan shall be
evidenced by an 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. Option Period. Each option agreement shall specify the period
for which the option thereunder is granted and shall provide that the option
shall expire at the end of such period.
b. Option Price. The purchase price of each share of Stock subject
to each option granted pursuant to the Plan shall be determined in accordance
with section 4.
c. Exercise Period. The Committee may provide in the option
agreement that an option may be exercised in whole immediately or is to be
exercisable in increments, immediately or after a designated holding period.
d. Payment of Purchase Price upon Exercise. Each option shall provide
that the purchase price of the shares of Stock as to which an option shall be
exercised shall be paid to the Company at the time of exercise either in cash or
in Stock already 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 purchase price, or a combination of cash and previously owned Stock
having a total fair market value, as so determined, equal to the purchase price.
e. 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 an Employee's employment with the
Company.
i. If an Employee's employment with the Company shall be
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.
ii. 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 the
Employee's estate, subject to the terms of clause iv. below) 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 term
"disability" as used in this subsection means total and permanent disability.
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.
iii. Upon the event of the Employee being 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 by written notice to the Employee
specifying the event relied upon for such termination, due to the Employee's
misconduct with respect to duties 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.
iv. No transfer of an option by an Employee by will or by the
laws of descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice of the same and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance of
the transferee or transferees of the terms and conditions of such option.
g. Extraordinary Corporate Transactions. Notwithstanding any other
limitation or restriction in the Plan, each outstanding 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 (i)
the Board or the stockholders of the Company approve (a) 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, (b) any sale, lease,
exchange or other transfer of all, or substantially all, of the assets of the
Company or (c) the adoption of any plan or proposal for the liquidation or
dissolution of the Company; or (ii) any person acquired 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. Any of the transactions in clause (i) which has been approved by the
stockholders of the Company is hereinafter called an Approved Transaction, and
any tender offer or exchange offer satisfying the conditions of clause (ii) is
hereinafter called an Offer.
h. Limited Stock Appreciation Rights. The Committee may, but is not
required to, grant limited stock appreciation rights ("Limited SARs'") to the
holder of any option granted under the Plan (a "Related Option") with respect to
all of the shares subject to the Related Option. Limited SARs may only be
granted concurrently with the grant of a Related Option. Limited SARs may not be
exercised within a period of six (6) months after the date of grant. Limited
SARs will be exercisable only when the fair market value, determined as of the
date of exercise of the Limited SARs, of each share of Stock with respect to
which such Limited SARs are to be exercised exceeds the option price per share
of Stock subject to the Related Option. Upon exercise of Limited SARs, the
Related Option shall be canceled. Shares covered by a canceled Related Option
shall be charged against the shares reserved for the Plan as if exercised and
shall not be available for future option grants under the Plan. Limited SARs
will not be exercisable unless at the time of the exercise the holder of the
Related Option is then, directly or indirectly, subject to Section 16(b) of the
Exchange Act.
Limited SARs may be exercised only in the event an Approved
Transaction, which is accounted for as a purchase, or Offer occurs and then only
during the 30-day period following either the expiration of the Offer or the
approval by the Company's stockholders of an Approved Transaction.
Upon the exercise of Limited SARs, the holder thereof will receive for
each share of Stock for which the Limited SARs are exercised an amount in cash
equal to the excess of (a) the highest price per share paid or to be paid in any
Approved Transaction or Offer that is in effect at any time during the sixty
(60) days preceding the exercise of the Limited SARs or, if higher, the highest
reported closing sales price of a share of Stock at any time during the sixty
(60) days preceding the exercise of the Limited SARs over (b) the option price
per share of Stock subject to the Related Option.
i. 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. Provided,
however, that 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.
j. Assignability. Options and Limited SARs shall not be assignable or
otherwise transferable except by will or by the laws of descent and distribution
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, or with the consent of the Board and no right or interest in
this Plan or in options or Limited SARs shall be subject to pledge,
hypothecation, encumbrance, garnishment, attachment, execution or levy of any
kind.
k. Investment Representation. Each option agreement shall contain an
agreement that, upon demand by the Committee for such representation, the
Employee, or any person acting under subsection 5(e) shall deliver to the
Committee at the time of any exercise of an option a written representation that
the shares to be acquired upon such exercise are to be acquired for investment
and not for resale or with a view to the distribution thereof. Upon such demand,
delivery of such representation prior to the delivery of any shares issued upon
exercise of an option and prior to the expiration of the option period shall be
a condition precedent to the right of the Employee or such other person to
purchase any shares.
6. 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 or Limited SARs. In order to provide for the necessary
withholding part of his compensation under this Plan, the Company will deduct
the additional amount of withholding required from the Employee's salary unless
the Employee makes other provision in accordance with this Plan. The Employee
shall be entitled to provide the Company with the necessary funds for this
purpose or accept a reduction in the amount of Stock with a value equal to the
amount of withholding required.
The Company will advise the Employee the appropriate time when the
additional withholding funds are required so that the Employee can provide for
the necessary funds or advise the Company that he will accept a reduction in the
amount of Stock due.
If a reduction in Stock is requested, the Company may deliver only the
number of whole shares remaining after the withholding has been accomplished.
7. Compliance with Other Laws and Regulations. The Plan, the grant and
exercise of options and Limited SARs thereunder, the obligation of the Company
to sell and deliver shares under such options, and the obligation of the Company
pursuant to the Limited SARs 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 on any stock exchange on which the Stock may then be listed and (b) the
completion of any registration or qualification of such shares 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.
8. Amendment 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 or Limited SARs theretofore
granted without his consent.
9. 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.
10. Effective Date of the Plan. The Plan originally became
effective on April 12, 1988. This amendment and restatement of the Plan
shall be effective as provided in section 1.
11. Plan Name. The Plan shall be known as the "Stewart & Stevenson
Services, Inc. 1988 Nonstatutory Stock Option Plan (as amended and restated
effective as of June 10, 1997).
EXHIBIT 5.1
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. 1988 Nonstatutory Stock Option Plan (as
amended and restated effective as of June 10, 1997) (the "Plan") and the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to 1,500,000 shares (the "Shares") of Common Stock,
without par value, of the Company to be offered to employees (including officers
and directors who are also 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
September 15, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8, to be filed on or around
September 11, 1997, of our report dated March 20, 1997 included in Stewart &
Stevenson Services, Inc.'s Form 10-K for the year ended January 31, 1997 and to
all references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
September 11, 1997
EXHIBIT 23.2
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 the legality of 1,500,000 shares
of Stewart & Stevenson Services, Inc. Common Stock, without par value, to be
issued upon the exercise of options granted pursuant to the Stewart & Stevenson
Services, Inc. 1988 Nonstatutory Stock Option Plan (as amended and restated
effective as of June 10, 1997).
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
September 15, 1997
