Registration No.
Filed with the Securities and Exchange Commission
on April 16, 1996
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)
1996 COMPREHENSIVE STOCK PLAN
OF TALLEY INDUSTRIES, INC.
(Full title of the plan)
MARK S. DICKERSON, Esq.
Vice President, General
Counsel and Secretary
Talley Industries, Inc.
2702 North 44th Street
Phoenix, Arizona 85008
(602) 957-7711
FAX (602) 852-6972
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered Registered per share(1) price(1) fee
- ---------------------------------------------------------------------
Common Stock 1,200,000 $6.94 $8,328,000 $2,872,000
($1.00 par
value)
(1)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
April 10, 1996.
<PAGE>
- ----------------------------------------------------------------------
This Registration Statement is filed to register 1,200,000 shares
of Common Stock of Talley Industries, Inc. (the "Registrant") which
may be issued pursuant to the 1996 Comprehensive Stock Plan of the
Registrant.
- ----------------------------------------------------------------------
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to participants in accordance with
Form S-8 and Securities Act Rule 428.
PART II
Item 3: Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by the Registrant are incorporated herein by reference as
of their respective dates and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995;
2. The Registrant's Current Report on Form 8-K dated February
2, 1996; and
3. The description of the Common Stock contained in the
registration statement of the Registrant on Form 10 filed under the
Securities Exchange Act of 1934, as amended, which became effective on
July 25, 1963 (File No. 1-4778), including any amendment or report
filed updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
date hereof and prior to the filing of a post-effective amendment
which indicates that all the shares have been sold or which
deregisters all the shares then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement 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.
Not applicable.
Item 6: Indemnification of Directors and Officers.
The certificate of incorporation and bylaws of the Registrant
provide that every person who is a party to or involved in a suit or
other proceeding by reason of his being, or by reason of a person for
whom he is the legal representative being, or having been, a director
or officer of the Registrant or the Registrant's representative in
some other enterprise, as the case may be, shall be indemnified and
held harmless to the fullest extent permitted by the General
Corporation Law of the State of Delaware ("DGCL") against expenses,
liability and loss incurred or suffered in connection therewith.
-3-
<PAGE>
The bylaws of the Registrant also provide that such corporation,
as permitted by Delaware law, may maintain insurance at such
corporation's own expense, to protect itself and any director,
officer, or representative against any such expense, liability or loss
whether or not the corporation would have the power to indemnify him
against such expense, liability or loss under the DGCL. The
Registrant maintains such a policy covering the officers and directors
of the Registrant and its subsidiaries for wrongful acts, as defined
in the policy, in their capacities as officers and directors.
The Registrant's certificate of incorporation provides that
directors shall not be liable to such corporation or its stockholders
for damages for breach of fiduciary duty as a director. However, this
provision does not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) for the payment of dividends in violation of Section 174 of the
DGCL or (iv) for any transaction from which the director derived any
improper personal benefit. These provisions do not affect any
liability of directors under the federal securities laws.
The directors of the Registrant have each entered into an
Indemnification Procedures Agreement with the Registrant pursuant to
which certain procedures have been established to implement the
indemnification provisions in its bylaws and certificate of
incorporation. In this regard, the Registrant is obligated to use its
best efforts to purchase directors and officers insurance and, in
certain circumstances, to obtain a Letter of Credit to secure its
indemnification obligations.
Item 7: Exemption from Registration Claimed.
Not Applicable.
Item 8: Exhibits.
The Exhibits listed in the Exhibit Index on the pages preceding
the exhibits of this Registration Statement are filed as a part of
this Registration Statement.
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;
-4-
<PAGE>
(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 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 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.
(b) 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 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.
(h) 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.
-5-
<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 April 9, 1996.
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, April 9, 1996
- ----------------------- Principal Executive Officer
William H. Mallender and Director
Jack C. Crim Director, President and April 9, 1996
- ----------------------- Chief Operating Officer
Jack C. Crim
-6-
<PAGE>
Signature Title Date
- --------- ----- ----
Kenneth May Vice President and Controller April 9, 1996
- ----------------------- Principal Accounting Officer
Kenneth May
Daniel R. Mullen Vice President and Treasurer April 9, 1996
- ----------------------- Principal Financial Officer
Daniel R. Mullen
Neil W. Benson Director April 9, 1996
- ------------------------
Neil W. Benson
Paul L. Foster Director April 9, 1996
- ------------------------
Paul L. Foster
Townsend W. Hoopes Director April 9, 1996
- ------------------------
Townsend W. Hoopes
Fred Israel Director April 9, 1996
- ------------------------
Fred Israel
John D. MacNaughton, Jr. Director April 9, 1996
- ------------------------
John D. MacNaughton, Jr.
Joseph A. Orlando Director April 9, 1996
- ------------------------
Joseph A. Orlando
Alex Stamatakis Director April 9, 1996
- ------------------------
Alex Stamatakis
John W. Stodder Director April 9, 1996
- ------------------------
John W. Stodder
Donald J. Ulrich, Jr. Director April 9, 1996
- ------------------------
Donald J. Ulrich, Jr.
David Victor Director April 9, 1996
- ------------------------
David Victor
-7-
<PAGE>
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation as presently in
effect, a copy of which was attached as Exhibit 2 to the
Registrant's current report on Form 8-K for the month of
July, 1976, incorporated herein by this reference.
4.2 Certificate of Amendment of Certificate of Incorporation
dated May 22, 1987, attached as Exhibit 3 to the
Registrant's Form 10-Q for the quarter ended March 31, 1988,
incorporated herein by this reference.
4.3 By-laws of the Registrant as amended March 9, 1993, attached
as Exhibit 3.3 to the Registrant's Form 10-K for the year
ended December 31, 1992, incorporated herein by this
reference.
4.4* 1996 Comprehensive Stock Plan of the Registrant.
4.5 Indenture Agreement between the Registrant and Bank One,
Columbus, N.A., a national banking association, as Trustee,
dated as of October 15, 1993 relating to the 12 1/4% Senior
Discount Debentures due 2005 issued by the Registrant and
the exhibits thereto, attached as Exhibit 4.1 to the
Registrant's Form 10-Q for the quarter ended September 30,
1993, incorporated herein by this reference.
4.6 Indenture Agreement among Talley Manufacturing and
Technology, Inc., the Subsidiary Guarantors (as defined),
the Registrant and Bank One, Columbus, N.A., a national
banking association, as Trustee, dated as of October 15,
1993 relating to the 10 3/4% Senior Notes due 2003 issued by
Talley Manufacturing and Technology, Inc. and the exhibits
thereto, attached as Exhibit 4.2 to the Registrant's Form
10-Q for the quarter ended September 30, 1993, incorporated
herein by this reference.
4.7 Amended and Restated Rights Agreement between the Registrant
and Chemical Mellon Shareholder Services, L.L.C., Successor
to Manufacturers Hanover Trust Company of California, as
Rights Agent, dated as of April 30, 1986, and amended as of
July 21, 1986 and further amended and restated as of
February 2, 1996, specifying the terms of the Rights (the
"Amended Rights Agreement"), attached as Exhibit 2.4 to the
Registrant's Form 8-A dated February 2, 1996, incorporated
herein by this reference.
4.8 Certificate of Designations for the Registrant's Series C
Junior Participating Preferred Stock (Exhibit A to the
Amended Rights Agreement), attached as Exhibit 2.5 to the
Registrant's Form 8-A dated February 2, 1996, incorporated
herein by this reference.
4.9 Form of Right Certificate (Exhibit B to the Amended Rights
Agreement), attached as Exhibit 1.1 to the Registrant's Form
8-A dated February 2, 1996, incorporated herein by this
reference.
<PAGE>
4.10 Report dated May 4, 1987 reporting the April 28, 1987 Board
of Directors' declaration of a five-for-four split of the
Registrant's Common Stock, filed on Form 8-K on May 4, 1987,
incorporated herein by this reference.
5* Opinion of Osborn Maledon, P.A.
23.1* Consent of the Registrant's Independent Public Accountants.
23.2* Consent of Osborn Maledon, P.A. (included in Exhibit 5).
99.1 Loan and Security Agreement among Talley Manufacturing and
Technology, Inc., the Lenders listed therein and
Transamerica Business Credit Corporation, as Agent dated
October 22, 1993, attached as Exhibit 99.1 to the
Registrant's 10-Q for the quarter ended September 30, 1993,
incorporated herein by this reference.
99.2 First Amendment to Loan and Security Agreement dated April
29, 1994, by and among Talley Manufacturing and Technology,
Inc. and Transamerica Business Credit Corporation, as agent,
attached as Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended June 30, 1994, incorporated herein by
reference.
99.3 Second Amendment to Loan and Security Agreement dated June
30, 1994, by and among Talley Manufacturing and Technology,
Inc. and Transamerica Business Credit Corporation, as agent,
attached as Exhibit 10.2 to the Company's Form 10-Q for the
quarter ended June 30, 1994, incorporated herein by
reference.
99.4 Third Amendment to Loan and Security Agreement dated
December 16, 1994, by and among Talley Manufacturing and
Technology, Inc. and Transamerica Business Credit
Corporation, as agent, attached as Exhibit 99.5 to the
Company's Form 10-K for the year ended December 31, 1994,
incorporated herein by reference.
99.5 Form of Subsidiary Loan Agreement dated as of October 22,
1993 between Talley Manufacturing and Technology, Inc. and
each of certain subsidiaries, attached as Exhibit 99.3 to
the Registrant's 10-Q for the quarter ended September 30,
1993, incorporated herein by this reference.
99.6 Subsidiary Loan and Security Agreement dated as of October
22, 1993 between Talley Manufacturing and Technology, Inc.
and Talley Technology, Inc., attached as Exhibit 99.4 to the
Registrant's 10-Q for the quarter ended September 30, 1993,
incorporated herein by this reference.
99.7 First Amendment to Subsidiary Loan and Security Agreement,
dated as of December 16, 1994 between Talley Manufacturing
and Technology, Inc. and each of certain subsidiaries,
attached as Exhibit 99.10 to the Company's Form 10-K for the
year ended December 31, 1994, incorporated herein by
reference.
________________________
* Filed herewith.
Exhibit 4.4
1996 COMPREHENSIVE STOCK PLAN
of TALLEY INDUSTRIES, INC.
Section 1. Purpose. The purpose of this 1996 Comprehensive Stock
Plan of Talley Industries, Inc. is to assist Talley Industries,
Inc. (the "Company") and its Subsidiaries in attracting, retaining
and rewarding employees, enable such employees to acquire or
increase a proprietary interest in the Company in order to promote
a closer identity of interests between such employees and the
Company's stockholders, and provide to such employees an increased
incentive to expend their maximum efforts for the success of the
Company's business. The Plan will replace the Company's 1983
Restricted Stock Plan, the 1983 Long-Term Incentive Plan (both of
which plans have terminated) and the 1978 and 1990 Stock Option
Plans. Upon approval of this Plan, no additional options will be
granted under either the 1978 or 1990 Stock Option Plan.
Section 2. Definitions. For purposes of the Plan, the following
terms shall be defined as set forth below:
(a) "Award" means any Option, SAR (including a Limited SAR),
Restricted Stock, Stock granted as a bonus or in lieu of other
awards, other Stock-Based Award, Tax Bonus or other cash payments
granted to a Participant under the Plan. An Award may be annual or
front-loaded.
(b) "Award Agreement" means any written agreement, contract,
or other instrument or document evidencing an Award.
(c) "Board" means the Board of Directors of the Company.
(d) "Change of Control" means and includes each of the
following: (i) the acquisition, in one or more transactions, of
beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) by any person or entity or any group of persons or
entities who constitute a group (within the meaning of Section
13(d)(3) of the Exchange Act) other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or a Subsidiary, of any securities of the Company such
that, as a result of such acquisition, such person, entity or group
either (A) beneficially owns (within the meaning of Rule 13d-3
under the Exchange Act), directly or indirectly, more than 20% of
the Company's outstanding voting securities entitled to vote on a
regular basis for a majority of the members of the Board or (B)
otherwise has the ability to elect, directly or indirectly, a
majority of the members of the Board; (ii) a change in the
composition of the Board such that a majority of the members of the
Board are not Continuing Directors; or (iii) the stockholders of
the Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding
<PAGE>
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) at least 80% of the total voting power
represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one or more transactions) all or
substantially all the Company's assets.
The foregoing events shall not be deemed to be a Change of
Control if the transaction or transactions causing such change
shall have been approved in advance by the affirmative vote of at
least a majority of the Continuing Directors.
(e) "Code" means the Internal Revenue Code of 1986, as
amended from time to time. References to any provision of the Code
shall be deemed to include successor provisions thereto and
regulations thereunder.
(f) "Committee" means the Executive Compensation Committee of
the Board, or such other Board committee as may be designated by
the Board to administer the Plan; provided, however, that the
Committee shall at all times consist of two or more directors, each
of whom is a "disinterested person" within the meaning of Rule 16b-
3 under the Exchange Act and an "outside director" within the
meaning of Section 162(m) of the Code and the regulations issued
thereunder.
(g) "Company" means Talley Industries, Inc., a corporation
organized under the laws of the State of Delaware, or any successor
corporation.
(h) A "Continuing Director" means, as of any date of
determination, any member of the Board who (i) was a member of such
Board on the effective date of the Plan or (ii) was nominated for
election or elected to such Board with the affirmative vote of a
majority of the Continuing Directors who were members of such Board
at the time of such nomination or election.
(i) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time. References to any provision of the
Exchange Act shall be deemed to include successor provisions
thereto and regulations thereunder.
(j) "Fair Market Value" means, with respect to Stock, Awards,
or other property, the fair market value of such Stock, Awards, or
other property determined by such methods or procedures as shall be
established from time to time by the Committee in good faith and in
accordance with applicable law. Unless otherwise determined by the
Committee, the Fair Market Value of Stock shall mean the mean of
the high and low sales prices of the Stock on the relevant date as
reported on the stock exchange or market on which the Stock is
primarily traded, or if no sale is made on such date, then the Fair
Market Value is the weighted average of the mean of the high and
<PAGE>
low sales prices of the Stock on the next preceding day and the
next succeeding day on which such sales were made as reported on
the stock exchange or market on which the Stock is primarily
traded.
(k) "ISO" means any Option designated as an incentive stock
option within the meaning of Section 422 of the Code.
(l) "Limited SAR" means an SAR exercisable only for cash upon
a Change of Control or other event, as specified by the Committee.
(m) "Option" means a right, granted to a Participant under
Section 6(b), to purchase Stock at a specified price during
specified time periods. An Option may be either an ISO or a
nonstatutory Option (an Option not designated as an ISO).
(n) "Participant" means a person who, as an employee of the
Company or a Subsidiary, has been granted an Award under the Plan.
(o) "Plan" means this 1996 Comprehensive Stock Plan of the
Company.
(p) "Restricted Stock" means Stock awarded to a Participant
under Section 6(d) that may be subject to certain restrictions and
to a risk of forfeiture.
(q) "Rule 16b-3" means Rule 16b-3, as from time to time in
effect and applicable to the Plan and Participants under Section 16
of the Exchange Act.
(r) "Stock" means the common stock of the Company and such
other securities as may be substituted for such common stock or
such other securities pursuant to Section 4.
(s) "Stock-Based Award" means a right that may be denominated
or payable in, or valued in whole or in part by reference to the
value of, Stock, including, but not limited to, any Option, SAR
(including a Limited SAR), Restricted Stock, Stock granted as a
bonus or Awards in lieu of cash obligations.
(t) "SAR" or "Stock Appreciation Right" means the right
granted to a Participant under Section 6(c) to be paid an amount
measured by the appreciation in the Fair Market Value of Stock from
the date of grant to the date of exercise of the right, with
payment to be made in cash, Stock, or as specified in the Award, as
determined by the Committee.
(u) "Subsidiary" means any corporation in which the Company
owns directly or indirectly at least 50% of the total combined
voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in
which the Company owns directly or indirectly at least 50% of the
voting power, capital or profits thereof.
<PAGE>
(v) "Tax Bonus" means a payment in cash in the year in which
an amount is included in the gross income of a Participant in
respect of an Award of an amount equal to the federal, foreign, if
any, and applicable state and local income and employment tax
liabilities payable by the Participant as a result of (i) the
amount included in gross income in respect of the Award and (ii)
the payment of the amount in clause (i) and the amount in this
clause (ii). For purposes of determining the amount to be paid to
the Participant pursuant to the preceding sentence, the Participant
shall be deemed to pay federal, foreign, if any, and state and
local income taxes at the highest marginal rate of tax imposed upon
ordinary income for the year in which an amount in respect of the
Award is included in gross income, after giving effect to any
deductions therefrom or credits available with respect to the
payment of any such taxes.
Section 3. Administration.
(a) Authority of the Committee. The Plan shall be
administered by the Committee. The Committee shall have full and
final authority to take the following actions, in each case subject
to and consistent with the provisions of the Plan:
(i) to select Participants to whom Awards may be
granted;
(ii) to determine the type or types of Awards to be
granted to each Participant, and denominate such Award (for
example, Restricted Stock or other Stock-Based Awards subject to
performance conditions may be denominated "performance shares" or
"performance units" if deemed appropriate by the Committee);
(iii) to determine the number of Awards to be
granted, the number of shares of Stock to which an Award will
relate, the terms and conditions of any Award granted under the
Plan (including, but not limited to, any exercise price, grant
price or purchase price, any restriction as to transferability or
forfeiture, exercisability, or settlement of an Award, and waivers
or accelerations thereof, and waivers of or modifications to
performance conditions relating to an Award, based in each case on
such considerations as the Committee shall determine), and all
other matters to be determined in connection with an Award;
(iv) to determine whether, to what extent, and under
what circumstances an Award may be settled, or the exercise price
of an Award may be paid, in cash, Stock, other Awards, or other
property, or an Award may be cancelled, forfeited, or surrendered;
(v) to determine whether, and to certify that,
performance goals to which the settlement of any Award is subject
are satisfied;
<PAGE>
(vi) to determine whether, to what extent, and
under what circumstances cash, Stock, other Awards, or other
property payable with respect to an Award will be deferred either
automatically, at the election of the Committee, or at the election
of the Participant;
(vii) to prescribe the form of each Award
Agreement, which need not be identical for each Participant;
(viii) to adopt, amend, suspend, waive, and rescind
such rules and appoint such agents as the Committee may deem
necessary or advisable to administer the Plan;
(ix) to correct any defect or supply any omission
or reconcile any inconsistency in the Plan and to construe and
interpret the Plan and any Award, rules, Award Agreement, or other
instrument hereunder; and
(x) to make all other decisions and determinations
as may be required under the terms of the Plan or as the Committee
may deem necessary or advisable for the administration of the Plan.
(b) Manner of Exercise of Committee Authority. Unless
authority is specifically reserved to the stockholders of the
Company or to the Board under the terms of the Plan, the Company's
Certificate of Incorporation or By-laws, or applicable law, the
Committee shall have sole discretion in exercising authority under
the Plan. Any action of the Committee with respect to the Plan
shall be final, conclusive, and binding on all persons, including
the Company, Subsidiaries, Participants, any person claiming any
rights under the Plan from or through any Participant, and
stockholders. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not
be construed as limiting any power or authority of the Committee.
The Committee may delegate to officers or managers of the Company
or any Subsidiary the authority, subject to such terms as the
Committee shall determine, to perform administrative functions and
to perform such other functions as the Committee may determine, to
the extent permitted under Rule 16b-3, Section 162(m) of the Code
and applicable law.
Section 4. Stock Subject to Plan.
(a) Subject to adjustment as hereinafter provided, the total
number of shares of Stock available for issuance under the Plan
shall be 1,200,000.
No Award may be granted if the number of shares to which such
Award relates, when added to the number of shares previously issued
under the Plan and the number of shares to which other then-
outstanding Awards relate, exceeds the number of shares available
for the Plan. If any shares subject to an Award are forfeited or
such Award is settled in cash or otherwise terminates for any
reason whatsoever without an actual distribution of shares to the
Participant, any shares counted against the number of shares
<PAGE>
available under the Plan with respect to such Award shall, to the
extent of any such forfeiture, settlement, or termination, again be
available for Awards under the Plan; provided, however, that the
Committee may adopt procedures for the counting of shares relating
to any Award to ensure appropriate counting, avoid double counting
(as, for example, in the case of tandem or substitute awards), and
provide for adjustments in any case in which the number of shares
actually distributed differs from the number of shares previously
counted in connection with such Award.
(b) Any shares of Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued shares or
treasury shares.
(c) In the event that the Committee shall determine that any
stock dividend, recapitalization, forward split or reverse split,
reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange, or other similar corporate
transaction or event, affects the Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall, in
such manner as it may deem equitable, adjust any or all of (i) the
number and kind of shares of Stock which may thereafter be issued
in connection with Awards, (ii) the number and kind of shares of
Stock issuable in respect of outstanding Awards, (iii) the
aggregate number and kind of shares of Stock available under the
Plan, and (iv) the exercise price, grant price, or purchase price
relating to any Award or, if deemed appropriate, make provision for
a cash payment with respect to any outstanding Award; provided,
however, in each case, that with respect to ISOs, no such
adjustment would cause the Plan to violate Section 422(b)(1) of the
Code. In addition, the Committee is authorized to make adjustments
in terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting
the Company or any Subsidiary, or in response to changes in
applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, no adjustment shall be made in any
outstanding Performance Awards, as such term is defined in
Section 7(h), to the extent that such adjustment would adversely
affect the status of that Performance Award as "performance-based
compensation" under Section 162(m) of the Code.
Section 5. Eligibility. All key employees of the Company and its
Subsidiaries are eligible to be granted Awards under the Plan.
Section 6. Specific Terms of Awards.
(a) General. Awards may be granted on the terms and
conditions set forth in this Section 6. In addition, the Committee
may impose on any Award or the exercise thereof, at the date of
grant or thereafter (subject to Section 8(e)), such additional
terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine, including terms requiring
<PAGE>
forfeiture of Awards in the event of termination of employment by
the Participant; provided, however, that the Committee shall
retain full power to accelerate or waive any such additional term
or condition as it may have previously imposed. Except as provided
in Sections 6(e), 7(a), or 7(b), only services may be required as
consideration for the grant (but not the exercise) of any Award.
All Awards shall be evidenced by an Award Agreement.
(b) Options. The Committee is authorized to grant Options to
Participants (including "reload" options automatically granted to
offset specified exercises of options) on the following terms and
conditions:
(i) Exercise Price; Limitations. The exercise
price per share of Stock purchasable under an Option shall be
determined by the Committee; provided, however, that, in the case
of an ISO granted at any time, such exercise price shall be not
less than the Fair Market Value of a share on the date of grant of
such Option and in the case of an Option other than an ISO granted
at any time, such exercise price shall be not less than 50% of the
Fair Market Value of a share on the date of grant of such Option.
(ii) Time and Method of Exercise. The Committee
shall determine the time or times at which an Option may be
exercised in whole or in part, the methods by which such exercise
price may be paid or deemed to be paid, the form of such payment,
including, without limitation, cash, Stock, other Awards or awards
issued under other Company plans, or other property (including
notes or other contractual obligations of Participants to make
payment on a deferred basis, or through "cashless exercise"
arrangements, to the extent permitted by applicable law), and the
methods by which Stock will be delivered or deemed to be delivered
to Participants.
(iii) Incentive Stock Options. The terms of any ISO
granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, including, but not limited
to, the requirement that no ISO shall be granted more than ten
years after the effective date of the Plan.
(c) Stock Appreciation Rights. The Committee is authorized
to grant SARs to Participants on the following terms and
conditions:
(i) Right to Payment. An SAR shall confer on the
Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one share of
Stock on the date of exercise over (B) the grant price of the SAR
as determined by the Committee as of the date of grant of the SAR,
which, except as provided in Section 7(a), shall not be less than
the Fair Market Value of one share of Stock on the date of grant.
<PAGE>
(ii) Other Terms. The Committee shall determine
the time or times at which an SAR may be exercised in whole or in
part, the method of exercise, method of settlement, form of
consideration payable in settlement, method by which Stock will be
delivered or deemed to be delivered to Participants, whether or not
an SAR shall be in tandem with any other Award, and any other terms
and conditions of any SAR. Limited SARs may be granted on such
terms, not inconsistent with this Section 6(c), as the Committee
may determine. Limited SARs may be either freestanding or in
tandem with other Awards.
(d) Restricted Stock. The Committee is authorized to grant
Restricted Stock to Participants on the following terms and
conditions:
(i) Issuance and Restrictions. Restricted Stock
shall be subject to such restrictions on transferability and other
restrictions, if any, as the Committee may impose, which
restrictions may lapse separately or in combination at such times,
under such circumstances, or otherwise, as the Committee may
determine.
(ii) Forfeiture. Except as otherwise determined by
the Committee, upon termination of employment during the applicable
restriction period, Restricted Stock that is at that time subject
to restrictions shall be forfeited and reacquired by the Company;
provided, however, that the Committee may provide, by rule or in
any Award Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted Stock
will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of Restricted Stock.
(iii) Certificates for Stock. Restricted Stock
granted under the Plan may be evidenced in such manner as the
Committee shall determine. If certificates representing Restricted
Stock are registered in the name of the Participant, such
certificates may bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock.
(iv) Dividends. Unless otherwise determined by the
Committee, Participants holding shares of Restricted Stock granted
hereunder shall be entitled to receive any dividend or other
distribution paid with respect to those shares while they are so
held. If any such dividends or distributions are paid in Stock,
the Stock shall be subject to restrictions and a risk of forfeiture
to the same extent as the Restricted Stock with respect to which
the Stock has been distributed.
(v) Voting Rights. Unless otherwise determined by
the Committee, Participants holding shares of Restricted Stock
granted hereunder may exercise full voting rights with respect to
those shares.
<PAGE>
(e) Bonus Stock and Awards in Lieu of Cash Obligations. The
Committee is authorized, to grant Stock as a bonus, or to grant
Stock or other Awards in lieu of Company or Subsidiary obligations
to pay cash or deliver other property under other plans or
compensatory arrangements, provided that, in the case of
Participants subject to Section 16 of the Exchange Act, such cash
amounts are determined under such other plans in a manner that
complies with applicable requirements of Rule 16b-3 so that the
acquisition of Stock or Awards hereunder shall be exempt from
Section 16(b) liability. Stock or Awards granted hereunder shall
be subject to such other terms as shall be determined by the
Committee.
(f) Other Stock-Based Awards. The Committee is authorized,
subject to limitations under applicable law, to grant to
Participants such other Stock-Based Awards in addition to those
provided in Sections 6(b) through (e) hereof, as deemed by the
Committee to be consistent with the purposes of the Plan. The
Committee shall determine the terms and conditions of such Awards.
Stock delivered pursuant to an Award in the nature of a purchase
right granted under this Section 6(f) shall be purchased for such
consideration and paid for at such times, by such methods, and in
such forms, including, without limitation, cash, Stock, other
Awards, or other property, as the Committee shall determine.
(g) Cash Payments. The Committee is authorized, subject to
limitations under applicable law, to grant to participants Tax
Bonuses and other cash payments, whether awarded separately or as
a supplement to any Stock-Based Award. The Committee shall
determine the terms and conditions of such Awards.
Section 7. Additional Provisions Applicable to Awards.
(a) Stand-Alone, Additional, Tandem, and Substitute Awards.
Awards granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem
with, or in substitution for, any other Award granted under the
Plan or any award granted under any other plan of the Company or
any Subsidiary, or any business entity acquired by the Company or
a Subsidiary, or any other right of a Participant to receive
payment from the Company or any Subsidiary. If an Award is granted
in substitution for another Award or award, the Committee shall
require the surrender of such other Award or award in consideration
for the grant of the new Award. Awards granted in addition to or
in tandem with other Awards or awards may be granted either as of
the same time as or a different time from the grant of such other
Awards or awards. The per share exercise price of any Option,
grant price of any SAR, or purchase price of any other Award
conferring a right to purchase Stock:
(i) granted in substitution for an outstanding
Award or award shall be not less than the lesser of the Fair Market
Value of a share of Stock at the date such substitute Award is
granted or such Fair Market Value at that date reduced to reflect
the Fair Market Value at that date of the Award or award required
<PAGE>
to be surrendered by the Participant as a condition to receipt of
the substitute Award; or
(ii) retroactively granted in tandem with an
outstanding Award or award shall not be less than the lesser of the
Fair Market Value of a share of Stock at the date of grant of the
later Award or at the date of grant of the earlier Award or award.
(b) Exchange and Buy Out Provisions. The Committee may at
any time offer to exchange or buy out any previously granted Award
for a payment in cash, Stock, other Awards (subject to Section
7(a)), or other property based on such terms and conditions as the
Committee shall determine and communicate to the Participant at the
time that such offer is made.
(c) Term of Awards. The term of each Award shall, except as
provided herein, be for such period as may be determined by the
Committee; provided, however, that in no event shall the term of
any ISO or any SAR granted in tandem therewith exceed a period of
ten years from the date of its grant (or such shorter period as may
be applicable under Section 422 of the Code).
(d) Form of Payment. Subject to the terms of the Plan and any
applicable Award Agreement, payments or transfers to be made by the
Company or a Subsidiary upon the grant or exercise of an Award may
be made in such forms as the Committee shall determine, including,
without limitation, cash, Stock, other Awards, or other property,
and may be made in a single payment or transfer, in installments,
or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee. Such
payments may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or
deferred payments. The Committee may also authorize payment in the
exercise of an Option by net issuance or other cashless exercise
methods.
(e) Rule 16b-3 Compliance.
(i) Nontransferability. Awards which constitute
derivative securities, and any right that comes within the general
definition of "derivative security" of Rule 16a-1(c) under the
Exchange Act, shall not be transferable by a Participant who is
subject to Section 16 of the Exchange Act except by will or the
laws of descent and distribution, and shall be exercisable during
the lifetime of such a Participant only by such Participant or his
guardian or legal representative.
(ii) Other Rule 16b-3 Compliance Provisions. It is
the intent of the Company that this Plan comply in all respects
with applicable provisions of Rule 16b-3 or Rule 16a-1(c)(3) under
the Exchange Act in connection with any grant of Awards to or other
transaction by a Participant who is subject to Section 16 of the
Exchange Act (except for transactions exempted under alternative
Exchange Act rules). Accordingly, if any provision of this Plan or
<PAGE>
any Award Agreement does not comply with the requirements of Rule
16b-3 or Rule 16a-1(c)(3) as then applicable to any such
transaction, such provision will be construed or deemed amended to
the extent necessary to conform to the applicable requirements of
Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant shall avoid
liability under Section 16(b). In addition, the per share exercise
price of any Option, grant price of any SAR, or purchase price of
any other Award conferring a right to purchase stock shall not be
less than the price required to comply with Rule 16b-3 at the time
of grant of such Award.
(f) Loan Provisions. With the consent of the Committee, and
subject at all times to laws and regulations and other binding
obligations or provisions applicable to the Company, the Company
may make, guarantee, or arrange for a loan or loans to a
Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a
Participant of any or all federal, state, or local income or other
taxes due in connection with any Award. Subject to such
limitations, the Committee shall have full authority to decide
whether to make a loan or loans hereunder and to determine the
amount, terms, and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or
loans, whether the loan or loans are to be with or without recourse
against the borrower, the terms on which the loan is to be repaid
and conditions, if any, under which the loan or loans may be
forgiven.
(g) Prior Plans. Upon effectiveness of the Plan, no further
grants of options or other awards will be made under the 1978 or
1990 Stock Option Plans, provided, however, that the authority to
grant further options and awards under these plans shall be
reinstated if stockholders do not approve the Plan in accordance
with Section 8(k).
(h) Awards to Comply with Section 162(m). The Committee may
(but is not required to) grant an Award pursuant to the Plan to a
Participant who, in the year of grant, may be a "covered employee,"
within the meaning of Section 162(m) of the Code, which is intended
to qualify as "performance-based compensation" under Section 162(m)
of the Code (a "Performance Award"). The right to receive a
Performance Award, other than Options and SARs granted at not less
than Fair Market Value, shall be conditional upon the achievement
of performance goals established by the Committee in writing at the
time such Performance Award is granted. Such performance goals,
which may vary from Participant to Participant and Performance
Award to Performance Award, shall be based upon (i) the attainment
of specific amounts of, or increases in, one or more of the
following, any of which may be measured either in absolute terms or
as compared to another company or companies: revenues, earnings,
cash flow, net worth, stockholders' equity, financial return
ratios, market performance or total stockholder return, and/or (ii)
the completion of certain business or capital transactions.
Before any such compensation is paid, the Committee shall certify
in writing that the performance goals applicable to the Performance
<PAGE>
Award were in fact satisfied. The maximum amount which may be
granted as Performance Awards to any Participant in any calendar
year shall not exceed (i) Stock-Based Awards for 100,000 shares of
Stock (whether payable in cash or stock), subject to adjustment as
provided in Section 4(c) hereof, (ii) a Tax Bonus payable with
respect to the Stock-Based Awards described in clause (i), and
(iii) cash payments (other than Tax Bonuses) of $250,000.
(i) Change of Control. In the event of a Change of
Control of the Company, all Awards granted under the Plan
(including Performance Awards) that are still outstanding and not
yet vested or exercisable or which are subject to restrictions,
shall become immediately 100% vested in each Participant or shall
be free of any restrictions, as of the first date that the
definition of Change of Control has been fulfilled, and shall be
exercisable for the remaining duration of the Award. All Awards
that are exercisable as of the effective date of the Change of
Control will remain exercisable for the remaining duration of the
Award.
Section 8. General Provisions.
(a) Compliance With Legal and Other Requirements. The Plan,
the granting and exercising of Awards thereunder, and the other
obligations of the Company under the Plan and any Award Agreement,
shall be subject to all applicable federal and state laws, rules,
and regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company may, in its
discretion, postpone the issuance or delivery of Stock under any
Award until completion of such registration or qualification of
such Stock or other required action under any federal or state law,
rule, or regulation, listing or other required action with respect
to any automated quotation system or stock exchange upon which the
Stock or other Company securities are designated or listed, or
compliance with any other contractual obligation of the Company, as
the Company may consider appropriate, and may require any
Participant to make such representations and furnish such
information as it may consider appropriate in connection with the
issuance or delivery of Stock in compliance with applicable laws,
rules, and regulations, designation or listing requirements, or
other contractual obligations.
(b) Limits on Encumbering Awards. In addition to the
restrictions on transferability set forth in Section 7(e)(i), no
right or interest of a Participant in any Award shall be pledged,
encumbered, or hypothecated to or in favor of any party other than
the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any party other
than the Company or a Subsidiary. Unless otherwise determined by
the Committee (subject to the requirements of Section 7(e)(i)), no
Award subject to any restriction shall be assignable or
transferable by a Participant otherwise than by will or the laws of
descent and distribution except to the Company or a Subsidiary
under the terms of the Plan. A guardian, legal representative, or
other person claiming any rights under the Plan from or through any
<PAGE>
Participant shall be subject to all terms and conditions of the
Plan and any Award Agreement applicable to such Participant, except
to the extent the Plan and such Award Agreement or agreement
otherwise provide with respect to such persons, and to any
additional restrictions deemed necessary or appropriate by the
Committee.
(c) No Right to Continued Employment. Neither the Plan nor
any action taken hereunder shall be construed as giving any
employee the right to be retained in the employ of the Company or
any of its Subsidiaries. Neither shall it interfere in any way
with the right of the Company or any of its Subsidiaries to
terminate any employee's employment at any time.
(d) Taxes. The Company or any Subsidiary is authorized to
withhold from any Award granted, any payment relating to an Award
under the Plan, including from a distribution of Stock, or any
payroll or other payment to a Participant, amounts of withholding
and other taxes due in connection with any transaction involving an
Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include
authority to withhold or receive Stock or other property and to
make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.
(e) Changes to the Plan and Awards. The Board may amend,
alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without the
consent of the Company's stockholders or Participants, except that
any such amendment, alteration, suspension, discontinuation, or
termination shall be subject to the approval of the Company's
stockholders within one year after such Board action if such
stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated
quotation system on which the Stock may then be listed or quoted,
and the Board may otherwise, in its discretion, determine to submit
other such changes to the Plan to the stockholders for approval;
provided, however, that without the consent of an affected
Participant, no amendment, alteration, suspension, discontinuation,
or termination of the Plan may materially and adversely affect the
rights of such Participant under any Award theretofore granted and
any Award Agreement relating thereto. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue,
or terminate, any Award theretofore granted and any Award Agreement
relating thereto; provided, however, that without the consent of
an affected Participant, no such amendment, alteration, suspension,
discontinuation, or termination of any Award may materially and
adversely affect the rights of such Participant under such Award.
The foregoing notwithstanding, any performance condition specified
in connection with an Award shall not be deemed a fixed contractual
term, but shall remain subject to adjustment by the Committee, in
its discretion, at any time in view of the Committee's assessment
of the Company's strategy, performance of comparable companies, and
<PAGE>
other circumstances, except to the extent that any such adjustment
to a performance condition would cause the compensation
attributable to the Award to fail to qualify as "performance-based
compensation" under Section 162(m) of the Code. Notwithstanding
the foregoing, unless approved by the stockholders of the Company,
no amendment will: (i) change the class of persons eligible to
receive Awards; (ii) materially increase the benefits accruing to
Participants under the Plan; or (iii) increase the number of shares
of Stock subject to the Plan.
(f) No Rights to Awards; No Stockholder Rights. No
Participant shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of
Participants. No Award shall confer on any Participant any of the
rights of a stockholder of the Company unless and until Stock is
duly issued or transferred to the Participant in accordance with
the terms of the Award.
(g) Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a
Participant or obligation to issue Stock pursuant to an Award,
nothing contained in the Plan or any Award shall give any such
Participant any rights that are greater than those of a general
creditor of the Company; provided, however, that the Committee may
authorize the creation of trusts or make other arrangements to meet
the Company's obligations under the Plan to deliver cash, Stock,
other Awards, or other property pursuant to any Award, which trusts
or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise determines with
the consent of each affected Participant.
(h) No Fractional Shares. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award.
The Committee shall determine whether cash, other Awards, or other
property shall be issued or paid in lieu of such fractional shares
or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.
(i) Severability. If any provisions of the Plan shall be
deemed to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions of the Plan,
but shall be fully severable and the Plan shall be construed and
enforced as if the illegal or invalid provision had never been
included herein.
(j) Governing Law. The validity, construction, and effect of
the Plan, any rules and regulations relating to the Plan, and any
Award Agreement shall be determined in accordance with the laws
(including those governing contracts) of the State of Delaware,
without giving effect to principles of conflicts of laws, and
applicable federal law.
<PAGE>
(k) Effective Date; Plan Termination. The Plan shall become
effective as of January 1, 1996; provided, however, that, within
one year after such date, the Plan shall have been approved by the
affirmative vote of the holders of a majority of the voting power
present in person or represented by proxy, and entitled to vote on
the Plan at a meeting of the Company's stockholders duly held in
accordance with the laws of the State of Delaware, or any
adjournment thereof; provided, however, that a quorum is present at
the meeting or any adjournment thereof. The Plan shall terminate
on the earlier of ten years after its approval by the stockholders
of the Company or at such time as no Stock remains available for
issuance pursuant to Section 4. The Plan shall continue in effect
with respect to Awards made before termination of the Plan until
such Awards have been settled, terminated or forfeited.
Exhibit 5
April 11, 1996
Talley Industries, Inc.
2702 North 44th Street
Phoenix, Arizona 85008
Re: Registration Statement on
Form S-8/1996 Comprehensive Stock 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 or about April 15, 1996 with respect to the registration
of 1,200,000 shares of Common Stock, $1 par value, of the company (the
"Shares") which may be issued pursuant to the 1996 Comprehensive Stock
Plan of the Company to certain key employees 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 when issued
pursuant to the Plan, the Shares 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.
OSBORN MALEDON, a Professional Association
By: William Hardin
---------------------
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Talley Industries, Inc. of our
report dated February 19, 1996 appearing on page F-48 of the Annual
Report on Form 10-K.
PRICE WATERHOUSE LLP
Phoenix, Arizona
April 12, 1996
