Registration No.
Filed with the Securities and Exchange Commission
on May 31, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TALLEY INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 86-0180396
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2702 North 44th Street, Phoenix, Arizona 85008
(Address of Principal Executive Offices) (Zip Code)
1990 STOCK OPTION PLAN
OF TALLEY INDUSTRIES, INC.
(Full title of the plan)
MARK S. DICKERSON, Esq. Copies to:
Vice President, General Catherine R. Hardwick, Esq.
Counsel and Secretary Meyer, Hendricks, Victor,
Talley Industries, Inc. Osborn & Maledon, P.C.
2702 North 44th Street 2929 North Central Avenue
Phoenix, Arizona 85008 Phoenix, Arizona 85012
(602) 957-7711 (602) 640-9323
FAX (602) 852-6972 FAX (602) 640-9050
(Name, address and telephone number, including area code, of agent
for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered Registered per share offering price fee
<S> <C> <C> <C> <C>
Common Stock 100,000 $5.375(1) $537,500(1) $185.34
($1.00 par value)
Common Stock 5,000 $6.50(2) $ 32,500(2) $ 11.21
($1.00 par value)
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee based on the price at which the shares being registered herein
may be purchased pursuant to options granted under the 1990 Stock Option Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee based on the average of the high and low prices for the Common
Stock on the New York Stock Exchange on May 25, 1994.
<PAGE>
_________________________________________________________________
This Registration Statement is filed to register an
additional 105,000 shares of Common Stock of Talley Industries,
Inc. (the "Registrant") to be issued pursuant to the 1990 Stock
Option Plan of the Registrant (the "Plan"). A Registration
Statement on Form S-8 was filed by the Registrant with respect to
other securities offered pursuant to the Plan on April 12, 1993
(File No. 33-60922) and Post-Effective Amendment No. 1 thereto
was filed on December 16, 1993. The contents of such earlier
Registration Statement and Post-Effective Amendment thereto are
hereby incorporated by reference and made a part hereof.
_________________________________________________________________
PART II
Item 8: Exhibits.
The Exhibits listed in the Exhibit Index on the pages
preceding the exhibits of this Registration Statement are filed
as part of this Registration Statement.
<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 Phoenix, State of Arizona, on May 31, 1994.
TALLEY INDUSTRIES, INC.
By: WILLIAM H. MALLENDER
William H. Mallender
Chairman of the Board,
Principal Executive Officer
and Director
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints William H.
Mallender and Mark S. Dickerson, and each one of them
individually, 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 to file the same with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any 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,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
WILLIAM H. MALLENDER Chairman of the Board, May 31, 1994
William H. Mallender Principal Executive Officer
and Director
JACK C. CRIM Director, President and May 31, 1994
Jack C. Crim Chief Operating Officer
KENNETH MAY Vice President and Controller May 31, 1994
Kenneth May Principal Accounting Officer
Signature Title Date
DANIEL R. MULLEN Vice President and Treasurer May 31, 1994
Daniel R. Mullen Principal Financial Officer
Director May 31, 1994
Neil W. Benson
PAUL L. FOSTER Director May 31, 1994
Paul L. Foster
TOWNSEND W. HOOPES Director May 31, 1994
Townsend W. Hoopes
FRED ISRAEL Director May 31, 1994
Fred Israel
JOHN D. MACNAUGHTON, JR. Director May 31, 1994
John D. MacNaughton, Jr.
EMIEL T. NIELSEN, JR. Director May 31, 1994
Emiel T. Nielsen, Jr.
JOSEPH A. ORLANDO Director May 31, 1994
Joseph A. Orlando
ALEX STAMATAKIS Director May 31, 1994
Alex Stamatakis
JOHN W. STODDER Director May 31, 1994
John W. Stodder
DONALD J. ULRICH Director May 31, 1994
Donald J. Ulrich
DAVID VICTOR Director May 31, 1994
David Victor
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EXHIBIT INDEX
5* Opinion of Meyer, Hendricks, Victor, Osborn & Maledon,
P.A.
23.1* Consent of the Registrant's Independent Public
Accountants to the incorporation by reference of the
report on its audits of the consolidated financial
statements and schedules of Talley Industries, Inc.
23.2* Consent of Meyer, Hendricks, Victor, Osborn & Maledon,
P.A. (included in Exhibit 5).
________________________
* Filed herewith.
1990-SOP.MAY
EXHIBIT 23.1
May 31, 1994
Talley Industries, Inc.
2702 North 44th Street
Phoenix, Arizona 85008
Re: Registration Statement on From S-8/1990 Stock Option Plan
Ladies and Gentlemen:
We have represented Talley Industries, Inc. (the "Company")
in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on May 31, 1994 with respect to 105,000
shares of Common Stock, $1.00 par value, of the Company (the
"Shares") issuable upon exercise of options granted pursuant to
the 1990 Stock Option Plan of the Company (the "Plan"). We have
reviewed such records and documents as we considered necessary or
appropriate for purposes of this opinion, and we have reviewed
with various officers of the Company certain information relevant
for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the
Shares to be issued upon exercise of options granted pursuant to
the Plan and to be registered pursuant to the Registration
Statement, when originally issued in accordance with the Plan and
the terms of such options, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Meyer, Hendricks, Victor, Osborn &
Maledon, a Professional Association
By: WILLIAM M. HARDIN
William M. Hardin
EXHIBIT 5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated February 22, 1994 appearing on page
F-48 of Talley Industries, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1993.
PRICE WATERHOUSE
Phoenix, Arizona
May 27, 1994
EXHIBIT 23.1
