AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1994.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TECH-SYM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 74-1509818
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
J. RANKIN TIPPINS
10500 WESTOFFICE DRIVE, SUITE 200 10500 WESTOFFICE DRIVE, SUITE 200
HOUSTON, TEXAS 77042-5391 HOUSTON, TEXAS 77042-5391
(713) 785-7790 (713) 785-7790
(ADDRESS, INCLUDING ZIP CODE, AND (NAME, ADDRESS, INCLUDING ZIP CODE,
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AND TELEPHONE NUMBER, INCLUDING
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
THOMAS P. MASON
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price per offering registration
to be registered registered unit* price fee
- -------------------- ---------- --------- --------- ------------
Common Stock, par 40,000 shares $24.19 $967,600 $334
value $.10 per share
* Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and
low prices as reported by the New York Stock Exchange on November 18, 1994.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 18, 1994
PROSPECTUS
40,000 SHARES
TECH-SYM CORPORATION
COMMON STOCK
All of the shares of Common Stock offered hereby are being sold by
certain stockholders (the "Selling Stockholders") of the Company. See
"Selling Stockholders." The Company will not receive any proceeds from the
sale of shares of Common Stock by the Selling Stockholders.
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "TSY." On November 17, 1994, the closing price for the
Common Stock as reported by the NYSE was $24.125 per share. The shares of
Common Stock offered hereby may be sold from time to time in ordinary
brokerage transactions on the NYSE or in privately negotiated transactions,
through agents or directly to one or more purchasers, at the prevailing
market price, at prices related to such prevailing market prices, at fixed
prices which may be changed or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the shares of Common
Stock offered hereby to or through agents, underwriters or broker-dealers,
and such persons may require compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the
purchaser of such shares of Common Stock. See "Plan of Distribution."
All expenses of registration incurred in connection with the shares
of Common Stock offered hereby will be paid by the Company. All selling and
other expenses incurred by the Selling Stockholders will be paid by the
Selling Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 18, 1994.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN OFFER TO OR A SOLICITATION OF ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Registration
Statement", which term encompasses all amendments, exhibits, annexes and
schedules thereto) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement, to
which reference is hereby made. Statements made in this Prospectus as to
the contents of any contract, agreement or other document referred to are
not necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement and the
exhibits thereto, reference is hereby made to the exhibit for a more
complete description of the matter involved, and each statement made herein
shall be deemed qualified in its entirety by such reference. See "Documents
Incorporated by Reference."
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files periodic reports, proxy and information statements and
other information with the Commission. The Registration Statement filed by
the Company with the Commission, as well as such reports, proxy and
information statements and other information filed by the Company with the
Commission, may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, Suite 1300, New York, New York
10048, and the Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material, when filed, may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common
Stock is traded on the New York Stock Exchange and such reports, proxy and
information statements and other information concerning the Company are
available at the offices of the New York Stock Exchange located at 20 Broad
Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents or portions thereof filed by the Company with
the Commission are hereby incorporated by reference in this Prospectus:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 (the "1994 First Quarter Form 10-Q");
(iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 (the "1994 Second Quarter Form 10-Q");
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 (the "1994 Third Quarter Form 10-Q"); and
(v) the Company's Proxy Statement dated March 30, 1994, relating to
the solicitation of proxies in connection with the Company's
1994 Annual Meeting of Stockholders.
In addition, all reports and definitive proxy statements filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of
the offering of Common Stock made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the foregoing documents incorporated hereby by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into documents that this Prospectus
incorporates). Written or telephone requests should be directed to the
Secretary of the Company at Tech-Sym Corporation, 10500 Westoffice Drive,
Suite 200, Houston, Texas 77042-5391, telephone (713) 785-7790.
THE COMPANY
Tech-Sym Corporation is a diversified electronics manufacturing
company primarily involved in the design, development and manufacture of
products used in defense, petroleum exploration, radio broadcasting,
meteorology, environmental instrumentation, radio and telephone
communication, air traffic control and space. The Company operates through
seven principal subsidiaries from its headquarters in Houston, Texas.
Products are marketed independently through each of the Company's operating
subsidiaries.
Syntron, Inc., located in Houston, Texas, with subsidiaries in
England and Singapore, designs, manufactures and repairs data acquisition
and control systems used in the exploration and production of oil and gas.
It also makes products which control the depth and measure the direction
and location of each segment of seismic towed arrays. Syntron's primary
customers are companies throughout the world which are engaged in the
offshore exploration for hydrocarbons, including independent oil companies,
national oil companies and service companies.
Metric Systems Corporation in Fort Walton Beach, Florida, and Sumter,
South Carolina, designs and manufactures a variety of electronic systems
for industrial customers and for domestic and foreign government agencies.
Metric Systems' products include systems for training military pilots and
crews; cargo handling and aerial delivery systems; and electronic control,
monitoring and power distribution systems for naval applications.
Continental Electronics Corporation in Dallas, Texas, designs and
manufactures high power radio frequency energy sources used for radio
broadcasts, communications, radar systems and special applications.
Continental's customers include the commercial radio broadcast industry,
private and governmental agencies that operate radio stations, governmental
agencies that engage in scientific research, industrial organizations whose
applications include radio frequency heating and government defense
agencies. Continental owns a majority equity interest in Continental -
Lensa S.A. in Santiago, Chile, which designs, manufactures and sells solid
state AM broadcast transmitters.
TRAK Microwave Corporation in Tampa, Florida, with a subsidiary in
Scotland, is an established supplier of active and passive electronic
microwave components, microwave subsystems and precision timing equipment.
TRAK's principal customers are domestic and foreign manufacturers of
communications systems, defense electronics products, aircraft, missiles,
satellites and navigation systems.
Enterprise Electronics Corporation ("EEC") in Enterprise, Alabama, is
a worldwide leader in weather radar technology. The meteorological systems
it designs and manufactures detect, analyze and display information on
weather patterns and events through the use of sophisticated Doppler radars
and computer processing. These systems are a major element of population
safety programs when dealing with natural disasters such as hurricanes,
tornadoes and other severe weather events. They are also utilized
extensively for airport weather safety analysis such as wind shear warning,
agricultural weather prediction, hydrology and flood warning efforts. EEC's
customers include meteorology departments of universities and governmental
agencies, military organizations, television stations and other commercial
organizations which sell weather data.
Tecom Industries, Incorporated, in Chatsworth, California, designs
and manufactures antennas and computer-controlled electromechanical
positioners for wireless communication, navigation, surveillance and
command control applications. Its customers are original equipment
manufacturers and end users in both foreign and domestic markets.
Anarad, Inc., in Santa Barbara, California, designs, manufactures and
sells electronic equipment and computer software used by utilities,
incinerators, and industrial plants to monitor emissions and to analyze and
control industrial processes.
The Company's corporate headquarters are located at 10500 Westoffice
Drive, Suite 200, Houston, Texas 77042-5391, and its telephone number is
(713) 785-7790.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from
the sale of the shares of Common Stock offered hereby. The Company will not
receive any of the proceeds from the sale of the Common Stock offered
hereby.
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to the periodic offer and sale of up to 40,000
shares of Common Stock by the Selling Stockholders listed below. The
following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock beneficially owned by each of them as of
October __, 1994, and the number of shares covered by this Prospectus.
<TABLE>
<CAPTION>
Amount to be Beneficially
Owned After Offering<F2>
Number of Shares ----------------------------------
of Common Stock Number of Shares of
Beneficially Owned Common Stock Covered Number of Shares
Selling Stockholders Before Offering by this Prospectus <F1> of Common Stock Percentage
- -------------------- ------------------ ----------------------- ---------------- ----------
<S> <C> <C> <C> <C>
Estate of Keith R. Beeman 10,000 9,000 10,000 *
A. A. Gallotta, Jr.<F3> -- 5,000 -- *
Christopher C. Kraft, Jr.<F3> 500 6,000 500 *
Walter B. Putnam 100 10,000 100 *
Joal A. Teresko<F3> 1,500 10,000 1,500 *
<FN>
* less than one percent (1%).
<F1> All of such shares are shares to be received upon the exercise of
stock options previously granted by the Company except for 600 shares
held by Mr. Teresko that were received upon a previous exercise of
stock options.
<F2> Assumes all shares covered by this Prospectus are sold.
<F3> Current director of the Company.
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time
in ordinary brokerage transactions on the NYSE or in privately negotiated
transactions, through agents or directly to one or more purchasers, at the
prevailing market price, at prices related to such prevailing market
prices, at fixed prices which may be changed or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the shares of
Common Stock offered hereby to or through agents, underwriters or broker-
dealers, and such persons may require compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
the purchaser of such shares of Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by its General Counsel and Secretary,
J. Rankin Tippins.
EXPERTS
The financial statements and schedules incorporated by reference
herein, to the extent and for the periods indicated in their reports, have
been audited by Price Waterhouse LLP, independent public accountants, and are
incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee $ 334
*Printing and engraving fees $ 500
*Accounting fees $ 500
*Legal fees $ 3,000
*Blue Sky fees and expenses $ --
*Miscellaneous $ 166
---------
**TOTAL $ 4,500
=========
* Estimated.
** All of the above expenses are to be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Business Corporation Act
provides that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he 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 expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Further, such Act provides that
a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he 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
expenses, including amounts paid in settlement and attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests
of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Article VIII of the Company's Bylaws provides, in
general, that the Company shall indemnify its officers and directors to the
fullest extent permissible under Nevada law.
The Company provides liability insurance for each director or officer
for certain losses arising from claims or charges made against them while
acting in their capacities as directors or officers of the Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following documents are included as Exhibits to this
Registration Statement. An asterisk (*) before an Exhibit number denotes that
such Exhibit has been incorporated by reference to the registration statement
or report specified in the brackets thereafter.
*3(a) Articles of Incorporation of Registrant, as amended
[Registrant's 10-K (1989), SEC File No. 1-4371, Exhibit
3(a)]
*3(b) By-Laws of Registrant, as amended [Registrant's 10-K
(1993), SEC File No. 1-4371, Exhibit 3(b)]
*4(a) Amended and Restated Rights Agreement dated as of June
1, 1988, between the Registrant and Continental Stock
Transfer and Trust Company, as rights agent, relating
to Common Stock Purchase Rights [Registrant's 10-K
(1993), SEC File No. 1-4371, Exhibit 4(a)]
*4(b) Note Agreement dated as of March 1, 1989, between the
Registrant and Principal Mutual Life Insurance Company
et al with respect to $20,000,000 principal amount of
10.28% Senior Notes due March 1, 2001 (excluding
attachments) [Registrant's 10-K (1988), SEC File
No. 1-4371, Exhibit 4(b)]
*4(c) 10.28% Note dated March 14, 1989, of Registrant due
March 1, 2001 in the principal amount of $12 million and
issued to Principal Mutual Life Insurance Company
[Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit
4(c)]
*4(d) 10.28% Note dated March 14, 1989, of Registrant due
March 1, 2001 in the principal amount of $5 million and
issued to Crown Life Insurance Company [Registrant's
10-K (1988), SEC File No. 1-4371, Exhibit 4(d)]
*4(e) 10.28% Note dated March 14, 1989, of Registrant due
March 1, 2001 in the principal amount of $2 million and
issued to Guarantee Mutual Life Company ]Registrant's
10-K (1988), SEC File No. 1-4371, Exhibit 4(e)]
*4(f) 10.28% Note dated March 14, 1989, of Registrant due
March 1, 2001 in the principal amount of $1,000,000 and
issued to Security Mutual Life Insurance Company
[Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit
4(f)]
5(a) Opinion of J. Rankin Tippins, General Counsel and
Secretary, as to the validity of the shares of Common Stock.
*10(a) 1980 Stock Option Plan of Registrant [Registration
Statement No. 2-68084, Exhibit 1.1]
*10(b) First Amendment to 1980 Stock Option Plan of Registrant
dated February 23, 1982 [Registration Statement No.
2-77742, Exhibit 10(b)]
*10(c) Second Amendment to 1980 Stock Option Plan of
Registrant dated February 17, 1983 [Registration
Statement No. 2-87064, Exhibit 10(c)]
*10(d) 1990 Stock Option Plan of Registrant [Registration
Statement No. 33-38208, Exhibit 28.1]
*10(e) 1990 Stock Option Plan, as amended, effective February
21, 1991 [Registrant's 10-K (1991) SEC File No. 1-4371,
Exhibit 10(e)]
*10(f) Written description of incentive bonus compensation
plan effective February 20, 1992 [Registrant's 10-K
(1991) SEC File No. 1-4371, Exhibit 10(f)]
*10(g) Deferred Compensation Agreement dated January 1, 1978,
between the Registrant and Robert E. Moore with
attached Amendments through January 1, 1991
[Registrant's 10-K (1990) SEC File No. 1-4371, Exhibit
10(g)]
*10(h) Consulting Agreement dated January 1, 1981, between
TRAK Microwave Corporation and Rollin J. Sloan
[Registration Statement No. 2-87064, Exhibit 10(p)]
*10(i) First Amendment to Consulting Agreement dated January
1, 1984, between TRAK Microwave Corporation and Rollin
J. Sloan [Registrant's 10-K (1983), SEC File No.
1-4371, Exhibit 10(t)]
*10(j) Second Amendment to Consulting Agreement dated January
1, 1986, between TRAK Microwave Corporation and Rollin
J. Sloan [Registrant's 10-K (1985), SEC File No.
1-4371, Exhibit 10(cc)]
*10(k) Third Amendment to Consulting Agreement dated December
10, 1987, between Registrant and Rollin J. Sloan
[Registrant's 10-K (1987), SEC File No. 1-4371, Exhibit
10(cc)]
*10(l) Consulting Agreement dated January 1, 1988, between
Registrant and Robert E. Moore [Registrant's 10-K
(1987), SEC File No. 1-4371, Exhibit 1-0(dd)]
*10(m) Form of Director's Stock Option Agreement dated
February 20, 1986, entered into between Registrant and
Keith R. Beeman (4,000 shares), Christopher C. Kraft,
Jr. (1,000 shares), Walter B. Putnam (10,000 shares),
and Joal A. Teresko (5,000 shares) [Registrant's 10-K
(1986), SEC File No. 1-4371, Exhibit 10(kk)]
*10(n) Form of Director's Stock Option Agreement dated as of
December 10, 1987, entered into between Registrant and
Keith R. Beeman (5,000 shares), A. A. Gallotta, Jr.
(5,000 shares), Christopher C. Kraft, Jr. (5,000
shares), and Joal A. Teresko (5,000 shares)
[Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit
10(ii)]
*10(o) Termination Agreement dated May 1, 1991, between the
Registrant and Wendell W. Gamel [Registrant's 10-K
(1991) SEC File No. 1-4371, Exhibit 10(p)]
*10(p) Termination Agreement dated May 1, 1991, between the
Registrant and Coy J. Scribner [Registrant's 10- K
(1991) SEC File No. 1-4371, Exhibit 10(q)]
*10(q) Termination Agreement dated May 1, 1991, between the
Registrant and Ray F. Thompson [Registrant's 10- K
(1991) SEC File No. 1-4371, Exhibit 10(r)]
* 10(r) Termination Agreement dated May 1, 1991, between the
Registrant and Richard F. Miles [Registrant's 10-K
(1991) SEC File No. 1-4371, Exhibit 10(s)]
10(s) First Amendment to Termination Agreement dated April 26,
1994 between the Registrant and Richard F. Miles.
*10(t) Termination Agreement dated May 1, 1991, between the
Registrant and J. Rankin Tippins [Registrant's 10-K
(1991) SEC File No. 1-4371, Exhibit 10(t)]
*10(u) Termination Agreement dated May 1, 1991, between the
Registrant and O. Dale Burris [Registrant's 10- K
(1991) SEC File No. 1-4371, Exhibit 10(u)]
*10(v) Termination Agreement dated May 1, 1991, between the
Registrant and Robert M. McDonald [Registrant's 10-K
(1991) SEC File No. 1-4371, Exhibit 10(v)]
*10(w) Trust Agreement dated June 11, 1991 between the
Registrant and Texas Commerce Bank National Association
[Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit
10(w)]
*10(x) First Amendment dated June 1, 1992, to Trust Agreement
dated June 11, 1991, between the Registrant and Texas
Commerce Bank National Association [Registrant's 10-K
(1992) SEC File No. 1- 4371, Exhibit 10(x)]
*10(y) Nonemployee Director Retirement Plan of the Registrant
effective January 1, 1992 [Registrant's 10-K (1991) SEC
File No. 1-4371, Exhibit 10(x)]
*10(z) Executive Retirement Agreement dated May 1, 1991,
between the Registrant and Wendell W. Gamel
[Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit
10(y)]
*10(aa) Executive Retirement Agreement dated May 1, 1991,
between the Registrant and Coy J. Scribner
[Registrant's 10-K (1991) SEC File No. 1- 4371, Exhibit
10(z)]
*10(bb) Executive Retirement Agreement dated May 1, 1991,
between the Registrant and Ray F. Thompson
[Registrant's 10-K (1991) SEC File No. 1- 4371, Exhibit
10(aa)]
*10(cc) Executive Retirement Agreement dated May 1, 1991,
between the Registrant and O. Dale Burris [Registrant's
10-K (1991) SEC File No. 1-4371, Exhibit 10(bb)]
*10(dd) Executive Retirement Agreement dated July 1, 1991,
between the Registrant and J. Rankin Tippins
[Registrant's 10-K (1991) SEC File No. 1- 4371, Exhibit
10(cc)]
10(ee) Executive Retirement Agreement dated April 26, 1994,
between the Registrant and Richard F. Miles.
23(a) Consent of J. Rankin Tippins, General Counsel and Secretary
(included in Exhibit 5(a)).
23(b) Consent of Price Waterhouse LLP, independent accountants,
to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of
their report dated February 24, 1994, appearing on Page
36 of the 1993 Annual Report to Shareholders which is
incorporated in the Annual Report on Form 10-K for the
year ended December 31, 1993, and of their report dated
February 24, 1994, on the Financial Statement Schedules
appearing on Page S-2 of such Annual Report on Form
10-K
24(a) Powers of Attorney (included on page II of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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; and
(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 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 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) 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the such Act, and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person thereof
in connection with the securities being registered (and the Securities and
Exchange Commission is still of the same opinion), the Company 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 such 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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on November 18, 1994.
Tech-Sym Corporation
By: /s/ WENDELL W. GAMEL
Wendell W. Gamel
Chairman of the Board,
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, THAT EACH OF THE UNDERSIGNED
OFFICERS AND DIRECTORS OF TECH-SYM CORPORATION (THE "COMPANY") HEREBY
CONSTITUTES AND APPOINTS WENDELL W. GAMEL AND J. RANKIN TIPPINS, OR ANY OF THEM
(WITH FULL POWER TO EACH OF THEM TO ACT ALONE), HIS TRUE AND LAWFUL ATTORNEY-IN-
FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION, FOR HIM AND ON HIS BEHALF AND
IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN, EXECUTE AND
FILE THIS REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY OR ALL AMENDMENTS (INCLUDING, WITHOUT LIMITATION, POST-EFFECTIVE
AMENDMENTS), WITH ALL EXHIBITS AND ANY AND ALL DOCUMENTS REQUIRED TO BE FILED
WITH RESPECT THERETO, WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY
REGULATORY AUTHORITY, GRANTING UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH
OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES IN ORDER TO
EFFECTUATE THE SAME, AS FULLY TO ALL INTENTS AND PURPOSES AS HE HIMSELF MIGHT OR
COULD DO IF PERSONALLY PRESENT, HEREBY RATIFYING AND CONFIRMING ALL THAT SUCH
ATTORNEYS-IN-FACT AND AGENTS, OR ANY OF THEM, OR THEIR SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities on November 18, 1994.
Signature Title
/s/ WENDELL W. GAMEL Chairman of the Board,
Wendell W. Gamel President and Chief Executive Officer
(Principal Executive Officer)
/s/ RAY F. THOMPSON Vice President, Treasurer
Ray F. Thompson and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ W. L. CREECH Director
W. L. Creech
/s/ A. A. GALLOTTA, JR. Director
A. A. Gallotta, Jr.
/s/ CHRISTOPHER C. KRAFT, JR. Director
Christopher C. Kraft, Jr.
/s/ ROBERT E. MOORE Director
Robert E. Moore
/s/ COY J. SCRIBNER Director
Coy J. Scribner
/s/ ROLLIN J. SLOAN Director
Rollin J. Sloan
/s/ JOAL A. TERESKO Director
Joal A. Teresko
/s/ CHARLES K. WATT Director
Charles K. Watt
EXHIBIT 5(a)
November 18, 1994
Board of Directors
Tech-Sym Corporation
10500 Westoffice Drive
Houston, Texas 77042
Gentlemen:
As General Counsel and Secretary to Tech-Sym Corporation, a Nevada
corporation (the "Company"), I am familiar with the action taken in
connection with the Company's Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of 40,000 shares of common stock, $0.10 par value
(the "Common Stock"), of the Company owned by, or issuable to, the Selling
Stockholders (as defined in the Registration Statement).
In such capacity, I have examined such corporate records and documents,
certificates of corporate and public officials and such other instruments
as I have deemed necessary for the purposes of the opinions contained
herein. I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
original of all documents submitted to me as copies.
Based on the foregoing and having due regard to such legal considerations
as I deem relevant, I am of the opinion that the shares of Common Stock
covered by the Registration Statement have been duly authorized, and that
(i) the 600 shares of Common Stock previously issued by the Company to one
of the Selling Stockholders pursuant to the exercise of stock options have
been validly issued, fully paid and nonassessable and (ii) the remaining
39,400 shares of Common Stock issuable to the Selling Stockholders upon the
exercise of stock options, when issued in accordance with the terms of the
stock option agreements relating thereto and the payment of the
consideration specified therein, will be validly issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
J. Rankin Tippins
General Counsel and Secretary
EXHIBIT 10 (s)
FIRST AMENDMENT
TO
TERMINATION AGREEMENT
WHEREAS, TECH-SYM CORPORATION, a Nevada corporation (the
"Company"), and RICHARD F. MILES (the "Employee") previously entered into a
Termination Agreement dated as of May 1, 1991; and
WHEREAS, the Company and Employee have entered into an Executive
Retirement Agreement as of the date hereof and as a consequence desire to
amend the Termination Agreement;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and Employee
hereby agree that effective as of April 26, 1994, Section 4(iii)(A) of the
Termination Agreement is hereby amended and restated in its entirety to
read as follows:
"(A) beginning with the first of the month coincident with
or next following the Date of Termination and continuing for each
month (or part thereof) during the Termination Period or until
Employee's death, if earlier, (the "Employment Period") an
amount equal to 1/12th of Employee's Base Salary, reduced by the
amount(s), if any, of (a) monthly base salary paid to Employee
by another employer for that month or net earnings from
self-employment received by Employee that month and (b) monthly
retirement benefit, if any, paid to Employee by the Company for
that month pursuant to the Executive Retirement Agreement
entered into by and between the Company and Employee and dated
as of April 26, 1994." All terms used herein that are defined in
the Termination Agreement shall have the same meanings given to
such terms in the Termination Agreement, except as otherwise
expressly provided herein. As amended hereby, the Termination
Agreement shall continue in full force and effect without
interruption.
This amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of such counterparts and the
Termination Agreement shall constitute but one and the same instrument.
IN WITNESS WHEREOF the Company has caused this Amendment to be
executed by its duly authorized officer, and the Executive has executed
this Amendment effective for all purposes as of the date first written
above.
TECH-SYM CORPORATION
DATED: BY: /s/ WENDELL W. GAMEL
TITLE: PRESIDENT
/s/ RICHARD F. MILES
EXECUTIVE
DATED:
[INSERT EXHIBIT 10.S HERE]
EXHIBIT 10(ee)
EXECUTIVE RETIREMENT AGREEMENT
THIS AGREEMENT made and entered into as of April 26, 1994,
between TECH-SYM CORPORATION (the "Company") and RICHARD F. MILES (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Executive has rendered outstanding service to the
Company over a period of years and the Executive's experience and knowledge
of the affairs of the Company and his reputation and contacts are extremely
valuable to the Company; and
WHEREAS, in recognition of the Executive's service to the
Company and to encourage the Executive's continued service, the Company is
desirous of offering him, in addition to his regular compensation and
termination benefits, certain retirement benefits;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and the
Executive hereby agree as follows:
1. BENEFITS
1.1 QUALIFICATIONS FOR RETIREMENT BENEFITS. The Executive (or his
surviving spouse, as the case may be) shall be entitled to receive the
retirement (or death) benefits provided by this Agreement following his
termination of employment with the Company unless his employment with the
Company is terminated (i) voluntarily by the Executive prior to his
attaining age 62, other than due to a Total Disability (as defined below),
(ii) by the Company for Cause (as defined below) or (iii) by the Company
for any other reason (other than due to a Total Disability) prior to both a
Change in Control (as defined in the Termination Agreement described in
Section 1.2(b) below) and the 10th anniversary of the Executive's
employment commencement date with the Company ("Employment Date");
provided, however, if the Executive's employment is terminated by the
Company (other than for Cause or Total Disability) prior to a Change in
Control and on or after the 10th anniversary, but before the 15th
anniversary, of his Employment Date, the Executive (or his surviving
spouse, as the case may be) shall be entitled to receive only a percentage
("Vested Percentage") of the retirement (or death) benefits otherwise
provided under this Agreement, based on the following schedule:
<PAGE>
Executive's Whole Years of TERMINATION DATE
Continuous Employment at PERCENTAGE
10, but less than 11 50%
11, but less than 12 60%
12, but less than 13 70%
13, but less than 14 80%
14, but less than 15 90%
15 or more 100%
A termination of employment that would entitle the Executive (or his
spouse) to receive retirement (or death) benefits as provided hereunder is
hereafter referred to as a "Qualified Termination."
For the purposes of this Agreement, the Company shall have "Cause" to
terminate the Executive's employment hereunder only upon (i) the willful
and continued failure by the Executive to perform substantially the
Executive's duties with the Company, other than any such failure resulting
from the Executive's incapacity due to physical or mental illness, after a
demand for substantial performance is delivered to the Executive by the
Board of Directors of the Company (the "Board") that specifically
identifies the manner in which the Board believes that the Executive has
not substantially performed the Executive's duties or (ii) the willful
engaging by the Executive in gross misconduct materially and demonstrably
injurious to the Company. For purposes of this paragraph, an act or failure
to act on the Executive's part shall be considered "willful" if done or
omitted to be done by the Executive otherwise than in good faith and
without reasonable belief that the Executive's action or omission was in
the best interest of the Company.
1.2 AMOUNT OF RETIREMENT BENEFITS. Following a Qualified Termination
the Executive shall receive, beginning with the later of the date of such
Qualified Termination or the Executive's 62nd birthday (the "Commencement
Date"), an annual retirement benefit equal to 65% of the highest rate of
annual base salary in effect for the Executive with the Company at any time
prior to the Executive's 61st birthday (the "Base Salary") with such
benefit payable on each January 1 on or after the Commencement Date on
which he is living; provided, however, that if the Executive's Commencement
Date is other than on January 1, the Executive shall receive a partial
annual retirement benefit for the remainder of the year in which such
Commencement Date occurs in an amount equal to the full annual benefit that
will commence on the next January 1 but reduced by a fraction, the
numerator of which is the number of calendar months during such year that
have elapsed prior to the Commencement Date (with any partial month rounded
up to a complete month), and the denominator of which is 12 and such
partial benefit shall be paid to the Executive on the first day of the
month coinciding with or next following the Commencement Date; provided
further, however, that if on the Commencement Date:
(a) the Executive has not attained the age of 65, the amount of the
annual retirement benefit (and partial benefit, if any) shall be
reduced by 1.39% for each full calendar month by which his
Commencement Date precedes his 65th birthday unless the Board,
in its sole discretion, elects to waive all of part of this
reduction; and
(b) the Executive is also entitled to receive benefits under a
separate Termination Agreement with the Company dated effective
as of May 1, 1991 (as the same may be amended from time to
time), then for purposes of subparagraph (a) above the
Executive's age as of the Commencement Date shall be increased
by (but not beyond age 65) the length of the Termination Period
(as defined in the Termination Agreement) remaining as of the
date of the Qualified Termination; and
(c) the Executive is under a Total Disability and entitled (or
thereafter becomes entitled) to receive benefits under a group
long-term disability plan of the Company, the amount of any such
annual disability payments payable under such group plan for
such year shall reduce the amount of the annual retirement
benefit otherwise payable hereunder for such year and
notwithstanding anything in this Section 1.2 to the contrary, if
the Executive's employment terminates due to a Total Disability
prior to his reaching age 62, (i) his retirement benefits shall
not commence hereunder until the Executive reaches age 62 and
(ii) the reduction under paragraph (a) above for the early
commencement of benefits shall be based on the Executive's age
as of the date benefits commence hereunder and not on his age as
of the date the Executive becomes totally disabled; and
(d) the Executive's Qualified Termination is due to Section
1.1(iii), Executive (or his surviving spouse, as the case may
be) shall be entitled to receive only the Vested Percentage of
the retirement (or death) benefits otherwise provided above.
For purposes of this Agreement, the term "Total Disability" means
that, in the opinion of the Executive's physician, the Executive has
suffered a mental or physical disability that is expected to be permanent
or of long continued duration and which prevents the Executive from
continuing full-term his duties with the Company or Subsidiary.
1.3 DEATH BENEFITS. If the Executive is married on his date of death
and such death occurs while he is an employee of the Company or on or after
a Qualified Termination, including one due to Total Disability, his
surviving spouse ("Spouse") shall receive an annual survivor's benefit
hereunder in an amount equal to 37 1/2% of the Executive's Base Salary. The
Spouse's benefit shall commence on the first day of the month coinciding
with or next following the Executive's date of death. Subsequent payment(s)
of the Spouse's benefit shall be made on each anniversary of the date such
survivor payments first began, provided that the Spouse is alive on such
anniversary date, and shall cease when either a total of 10 annual survivor
benefit payments have been paid to the Spouse hereunder or the Spouse dies,
whichever occurs first.
1.4 LUMP SUMS. Notwithstanding Section 1.2 or Section 1.3 hereof to
the contrary, the Board, in its sole discretion, may at any time direct
that the actuarial present value of any retirement (or death) benefits
accrued under this Agreement, as determined in accordance with the
actuarial factors and rates then in effect for a lump sum payment (for an
immediate or deferred annuity, as the case may be) upon a qualified plan's
termination under Pension Benefit Guaranty Corporation regulations, be
immediately paid to the Executive (or his spouse, as the case may be) in a
lump sum in cash (by check).
1.5 CONTINUED HEALTH BENEFITS. On and after a Qualified
Termination, the Executive shall be entitled to continue, for as long as he
lives, his participation and that of his qualified dependents, if any, in
the Company's group health plan for active employees in which the Executive
participated immediately prior to such Qualified Termination provided that
the Executive continues to pay the regular active employee premium, if any,
required by such plan; however, in the event that continued participation
by the Executive in such plan after the date of his Qualified Termination
is not permitted by the plan or such plan is terminated or benefits under
such plan would be taxable to the Executive, the Company shall either
obtain comparable coverage under another group health plan of the Company
(and under which benefits to the Executive would not be taxable) or, if
there is none, an individual insurance policy providing comparable benefits
with the Executive paying an amount of the premium therefor that is not
greater than that which he would have been required to pay from time to
time under the Company's group health plan for active employees had his
participation continued in such plan and the Company paying the balance of
such cost and any taxes on any income the Executive would have as a result
of such Company-provided coverage.
2. TERMINATION AND AMENDMENT
2.1 TERMINATION OR AMENDMENT. The Company, by action of the Board,
reserves the right to amend or terminate this Agreement for whatever
reasons it may deem appropriate as of the first day of the month following
the delivery to the Executive of written notice of such amendment or
termination; however, no such amendment shall impair, reduce or void the
Executive's (or his Spouse's) rights with respect to the continued health
benefits provided by Section 1.5 or the retirement (or death) benefits
(whether or not in pay status) accrued under this Agreement as of the date
of such amendment and further, any termination of this Agreement by the
Company shall, notwithstanding anything herein to the contrary, entitle the
Executive (or his Spouse, as the case may be) to immediately receive from
the Company the lump sum present value of the accrued retirement (or death)
benefits as calculated in accordance with Section 1.4.
3. ADMINISTRATION
3.1 BOARD DECISION. The Board's decision whether or not to waive the
reduction in the amount of benefits payable in the event of the Executive's
Qualified Termination prior to reaching age 65, as provided in Section
1.2(a), shall be totally discretionary with the Board and need not be based
upon any standard nor be consistent with any past practices and shall be
conclusive on all parties.
3.2 BENEFITS UNFUNDED. This Agreement is completely separate from and
is not a part of any other plan, qualified or nonqualified, of the Company
and its subsidiaries. The benefits payable hereunder, if any, are in
addition to those that may be provided to the Executive under any other
plan, arrangement or agreement. Further, the benefits payable hereunder are
completely unfunded and shall be payable by the Company solely out of its
general assets and the Executive and his spouse shall be unsecured, general
creditors of the Company with respect to such benefits; provided, however,
the Company, in its discretion, may establish a grantor or "rabbi" trust to
pay all or part of the benefits it may be required to pay under this
Agreement, in which event this Agreement shall be deemed to be a part of
such trust agreement and the Executive hereby waives, with respect to the
assets of such rabbi trust, any preference he may have under state law with
respect to such assets and acknowledges that he shall be a general,
unsecured creditor of the Company with respect to the same.
4. MISCELLANEOUS
4.1 NO EMPLOYMENT RIGHTS. Nothing contained in this Agreement shall
be construed as a contract of employment between the Company and the
Executive, or as a right of the Executive to be continued in the employment
of the Company or as a limitation of the right of the Company to discharge
the Executive at any time, with or without Cause.
4.2 ASSIGNMENT. The benefits payable under this Agreement may not be
assigned, alienated, pledged, transferred, sold, encumbered or hypothecated
in any manner by the Executive or his spouse. Any attempted sale,
conveyance, transfer, assignment, pledge or encumbrance of this Agreement
or of such rights, interest and benefits or the levy of any attachment or
similar process thereupon shall be null and void and without effect.
4.3 BINDING EFFECT. The Company will require any successor, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all
or substantially all of the business and/or assets of the Company, by
agreement in form and substance reasonably satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner
and to the same extent as the Company would have been required if no such
succession had taken place. Notwithstanding anything herein to the
contrary, failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall constitute a termination of this
Agreement pursuant to Section 2.1 and entitle the Executive (or Spouse) as
the case may be, to immediate payment thereunder. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid that executes and
delivers the agreement provided for in this Section 4.3 or which otherwise
becomes bound by all the terms and provisions of this Agreement by
operation of law.
4.4 MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and by the President or
other authorized officer of the Company. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provision or
conditions at the same or at any prior or subsequent time.
4.5 PAYMENTS. The Company may make any payments required by this
Agreement, when in the judgment of the Company the recipient is
incapacitated by reasons of physical or mental illness or infirmity, to the
recipient directly, or to the legal guardian of the recipient.
4.6 TAXES. The Company shall have the right to deduct from all
payments made under this Agreement, any federal, state or local income
taxes required by law to be withheld with respect to such payments.
4.7 VALIDITY. The interpretation, construction and performance of
this Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas without regard to the
principle of conflicts of laws. The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, each of which
shall remain in full force and effect.
4.8 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
4.9 EMPLOYMENT WITH SUBSIDIARIES. Employment with the Company for
purposes of this Agreement includes employment with any corporation in
which the Company has a direct or indirect ownership interest of 50% or
more of the total combined voting power of all classes of stock.
4.10 ARBITRATION. Any dispute or controversy arising out of or in
connection with this Agreement as to whether the Executive (or his spouse)
is entitled to a retirement (or survivor's) benefit, the amount thereof or
other matter shall be submitted to arbitration pursuant to the following
procedure:
(a) Either party may demand such arbitration in writing after the
controversy arises, which demand shall include the name of the
arbitrator appointed by the party demanding arbitration, together
with a statement of the matter in controversy.
(b) Within 15 days after such demand, the other party shall name an
arbitrator, or in default thereof, such arbitrator shall be named
by the Arbitration Committee of the American Arbitration
Association, and the two arbitrators so selected shall name a
third arbitrator within 15 days or, in lieu of such agreement on
a third arbitrator by the two arbitrators so appointed a third
arbitrator shall be appointed by the Arbitration Committee of the
American Arbitration Association.
(c) The Company shall bear all arbitration costs and expenses,
including without limitation any legal fees and expenses incurred
by the Executive (or his spouse) in connection with such
arbitration procedure.
(d) The arbitration hearing shall be held at a site in Houston,
Texas, to be agreed to by a majority of the arbitrators on ten
days' written notice to the parties.
(e) The arbitration hearing shall be concluded within ten days unless
otherwise ordered by a majority of the arbitrators, and the award
thereon shall be made within ten days after the close of the
submission of evidence. An award rendered by a majority of the
arbitrators appointed pursuant to this Agreement shall be final
and binding on all parties to the proceeding, and judgment on
such award may be entered by either party in the highest court,
state or federal, having jurisdiction.
The parties stipulate that the provisions hereof shall be a complete
defense to any suit, action, or proceeding instituted in any federal,
state, or local court or before any administrative tribunal with respect to
any controversy or dispute arising under this Agreement, and which is
arbitrable as herein set forth. The arbitration provisions hereof shall,
with respect to such controversy or dispute, survive the termination of
this Agreement.
IN WITNESS WHEREOF the Company has caused this Agreement to be
executed by its duly authorized officer, and the Executive has executed
this Agreement effective for all purposes as of the date first written
above.
TECH-SYM CORPORATION
DATED: BY: /s/ WENDELL W. GAMEL
TITLE: PRESIDENT
/s/ RICHARD F. MILES
EXECUTIVE
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Tech-Sym
Corporation of our report dated February 24, 1994, appearing on page 36 of
the Annual Report to Shareholders which is incorporated by reference in
Tech-Sym Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page S-2 of
such Annual Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Houston, Texas
November 18, 1994
