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.
1993 NONOFFICER EMPLOYEE STOCK OPTION
PLAN
(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............. 246,900 $ 22.53 $ 5,562,657.00 $ 1,685.65
- --------------------------- ---------------------- ------------------ ---------------------- ------------------
</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 April 27, 1998, 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,
1998, Current Report on Form 8-K filed October 3, 1997, Current Report on Form
8-K filed February 17, 1998, the description of the 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.
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, 1998, have been audited by Arthur
Andersen LLP, independent accountants, as indicated in their report dated April
13, 1998 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 33,018 shares of Common Stock, including 31,900 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. 1993 Nonofficer
Employee Stock Option Plan (incorporated by reference
to Exhibit 4.1 to Registration Statement on Form S-8
filed on July 1, 1993 under commission file no. 33-65404).
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 30th day of
April, 1998.
STEWART & STEVENSON SERVICES, INC.
/s/ Robert L. Hargrave
By:___________________________________
Robert L. Hargrave
Chief Executive Officer, Chief Financial Officer
and Treasurer
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 April, 1998.
/s/ Robert L. Hargrave /s/ J. Carsey Manning
______________________________ ________________________________
Robert L. Hargrave J. Carsey Manning
Director and Chief Executive Officer Director
/s/ C. Jim Stewart II
______________________________ ________________________________
C. Jim Stewart II Jack T. Currie
Director Director
/s/ Donald E. Stevenson /s/ Orson C Clay
______________________________ ________________________________
Donald E. Stevenson Orson C Clay
Director Director
/s/ Robert H. Parsley /s/ Brian H. Rowe
______________________________ ________________________________
Robert H. Parsley Brian H. Rowe
Director Director
/s/ Jack W. Lander, Jr. /s/ Robert S. Sullivan
______________________________ ________________________________
Jack W. Lander, Jr. Robert S. Sullivan
Director Director
EXHIBIT INDEX
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 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. 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 246,900 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
April 30, 1998
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 April 30, 1998, of our report dated April 13, 1998 included in
Stewart & Stevenson Services, Inc.'s Form 10-K for the year ended
January 31, 1998 and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
April 30, 1998
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 246,900 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. 1993 Nonofficer Stock Option Plan.
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Vice President & General Counsel
April 30, 1998
