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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996
REGISTRATION NO.333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1547355
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
9753 PINE LAKE DRIVE
HOUSTON, TEXAS 77055
(Address of Principal Executive Offices)
ASSUMED OPTIONS GRANTED
BY BETTIS CORPORATION
Pursuant to its 1994 Stock Incentive Plan and
1994 Non-Employee Director Stock Option Plan
(Full title of the plan)
JAMES M. TIDWELL
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
DANIEL INDUSTRIES, INC.
9753 PINE LAKE DRIVE
HOUSTON, TEXAS 77055
(Name and address of agent for service)
(713) 467-6000
(Telephone number, including area code, of agent for service)
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With Copy to:
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010-3095
(713) 651-5151
Attention: Katie-Pat Vletas
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit (1) price (1) registration fee
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Common Stock $1.25
par value 452,980 shares (2) $12.94 $5,861,562 $1,777
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(1) Estimated, pursuant to Rule 457(h), solely for the purpose of
calculating the registration fee and based upon the average of the
high and low sale prices of a share of Common Stock as reported by the
New York Stock Exchange on December 20, 1996.
(2) Also registered hereby is (i) an indeterminable number of shares of
Common Stock issuable as a result of the anti-dilution provisions of
the 1994 Stock Incentive Plan or 1994 Non-Employee Director Stock
Option Plan and (ii) the Common Stock purchase rights associated with
the shares of Common Stock being registered (the "Rights").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents previously filed by Daniel Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
(b) Current Report on Form 8-K dated December 12, 1996;
(c) The description of the Company's Common Stock
contained in its Registration of Securities of
Certain Successor Issuers on Form 8-B dated May 5,
1988; and
(d) The description of the Company's Preferred Share
Purchase Rights contained in its Registration
Statement on Form 8-A filed June 5, 1990.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of the filing of this Registration Statement and before the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities 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 Legal Counsel
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Registrant by Thomas L. Sivak, General Counsel to
the Company. Mr. Sivak owns 3,042 shares of Common Stock and holds options to
purchase 24,500 shares of Common Stock of which 11,167 options are currently
exercisable.
ITEM 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation contains a provision that
eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except liability (i) for any breach of the duty of loyalty to the
Company 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
payment of an improper dividend or improper repurchase of the Company's stock
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Except as set forth above, if a director were to breach his fiduciary duty in
performing his duties as a director, neither the Company nor its stockholders
could recover monetary damages from the director, and the only course of action
available to the Company's stockholders would be equitable remedies, such as an
action to
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enjoin or rescind a transaction involving a breach of fiduciary duty. To the
extent certain claims against directors are limited to equitable remedies, the
provision in the Company's Certificate of Incorporation may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy may be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors. The Company's
Certificate of Incorporation further provides that, if the Delaware General
Corporation Law is amended to allow the further elimination or limitation of
the liability of directors, then the liability of the Company's directors shall
be limited or eliminated to the fullest extent permitted by the amended
Delaware General Corporation Law.
Article IX of the Company's By-laws provides that each person who is
or was a director or officer of the Company, or who serves or served any other
enterprise or organization as such at the request of the Company, shall be
indemnified by the Company to the fullest extent permitted by the Delaware
General Corporation Law.
Delaware corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy, which provides coverage in the amount of $10,000,000, subject to a
maximum deductible of $200,000, per loss and excludes coverage for dishonest,
fraudulent or criminal acts and situations where the officer or director gained
a personal advantage or profit.
Item 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 Note Purchase Agreement dated as of December 5, 1988, between the
Company and The Variable Annuity Life Insurance Company, The Mutual
Benefit Life Insurance Company, MONY Life Insurance Company of America
and MONY Legacy Life Insurance Company (including the form of the
Company's Senior Notes in the aggregate in the principal amount of
$20,000,000) (filed as Exhibit 4.3 to the Company's Annual Report on
Form 10-K for the year ended September 30, 1988, and hereby
incorporated by reference herein).
4.2 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Registration of Securities of Certain Successor Issuers
on Form 8-B dated May 5, 1988, and hereby incorporated by reference
herein).
4.3 Amendment to Certificate of Incorporation of the Company (filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K dated December
12, 1996, and hereby incorporated by reference herein).
4.4 By-laws of the Company, as amended through February 1, 1996, (filed as
Exhibit 3.2 to the Company's Registration Statement on Form S-4 (Reg.
No. 333-14635), and hereby incorporated by reference herein).
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4.5 Certificate of Designation, Powers, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's
Form 8 amending its Annual Report on Form 10-K for the year ended
September 30, 1990, and hereby incorporated by reference herein).
4.6 Rights Agreement dated as of May 31, 1990, between the Company and
Wachovia Bank and Trust Company, N.A., as Rights Agent (filed as
Exhibit 1 to the Company's Registration of Certain Classes of
Securities on Form 8-A filed June 5, 1990, and hereby incorporated by
reference herein).
4.7 Bettis Corporation 1994 Stock Incentive Plan (including form of
Nonstatutory Stock Option Agreement used in connection therewith).
4.8 Bettis Corporation 1994 Nonemployee Directors' Stock Option Plan
(including form of Nonemployee Director's Stock Option Agreement
included therewith).
4.9 Forms of Stock Option Assumption.
5.1 Opinion of Thomas L. Sivak, regarding legality of securities.
23.1 Consent of Thomas L. Sivak (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (contained on page II-6 and II-7 hereof).
ITEM 22. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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;
(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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the
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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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
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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 Houston, Texas, on the 12th day of December, 1996.
DANIEL INDUSTRIES, INC.
By /s/ W. A. GRIFFIN, III
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W. A. Griffin, III
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOWALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James M. Tidwell and Michael R. Yellin
his true and lawful attorney-in-fact and agent, 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 and all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/s/ W. A. GRIFFIN, III President, Chief Executive Officer and December 12, 1996
- ------------------------------------- Director (Principal Executive Officer)
W. A. Griffin, III
/s/ JAMES M. TIDWELL Vice President, Finance and Chief December 12, 1996
- ------------------------------------- Financial Officer (Principal Financial
James M. Tidwell Officer)
/s/ MARY R. BESHEARS Controller (Principal Accounting December 12, 1996
- ------------------------------------- Officer)
Mary R. Beshears
/s/ NATHAN M. AVERY Director December 12, 1996
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Nathan M. Avery
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Director December __, 1996
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Ralph F. Cox
/s/ GIBSON GAYLE, JR. Director December 12, 1996
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Gibson Gayle, Jr.
/s/ W. A. GRIFFIN Chairman Emeritus and a Director December 12, 1996
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W. A. Griffin
/s/ RONALD C. LASSITER Chairman of the Board December 12, 1996
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Ronald C. Lassiter
/s/ THOMAS J. KEEFE Director December 12, 1996
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Thomas J. Keefe
/s/ LEO E. LINBECK, JR. Director December 12, 1996
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Leo E. Linbeck, Jr.
/s/ BRIAN E. O'NEILL Director December 12, 1996
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Brian E. O'Neill
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Exhibit Index
Ex.
No. Description
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4.1 Note Purchase Agreement dated as of December 5, 1988, between the Company
and The Variable Annuity Life Insurance Company, The Mutual Benefit Life
Insurance Company, MONY Life Insurance Company of America and MONY Legacy
Life Insurance Company (including the form of the Company's Senior Notes in
the aggregate in the principal amount of $20,000,000) (filed as Exhibit 4.3
to the Company's Annual Report on Form 10-K for the year ended September
30, 1988, and hereby incorporated by reference herein).
4.2 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the
Company's Registration of Securities of Certain Successor Issuers on Form
8-B dated May 5, 1988, and hereby incorporated by reference herein).
4.3 Amendment to Certificate of Incorporation of the Company (filed as Exhibit
4.1 to the Company's Current Report on Form 8-K dated December 12, 1996,
and hereby incorporated by reference herein).
4.4 By-laws of the Company, as amended through February 1, 1996, (filed as
Exhibit 3.2 to the Company's Registration Statement on Form S-4 (Reg. No.
333-14635), and hereby incorporated by reference herein).
4.5 Certificate of Designation, Powers, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's Form
8 amending its Annual Report on Form 10-K for the year ended September 30,
1990, and hereby incorporated by reference herein).
4.6 Rights Agreement dated as of May 31, 1990, between the Company and Wachovia
Bank and Trust Company, N.A., as Rights Agent (filed as Exhibit 1 to the
Company's Registration of Certain Classes of Securities on Form 8-A filed
June 5, 1990, and hereby incorporated by reference herein).
4.7 Bettis Corporation 1994 Stock Incentive Plan (including form of
Nonstatutory Stock Option Agreement used in connection therewith).
4.8 Bettis Corporation 1994 Nonemployee Directors' Stock Option Plan (including
form of Nonemployee Director's Stock Option Agreement included therewith).
4.9 Forms of Stock Option Assumption.
5.1 Opinion of Thomas L. Sivak, regarding legality of securities.
23.1 Consent of Thomas L. Sivak (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (contained on page II-6 and II-7 hereof).