-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HG+7BmNiODylP/tG/O78QhbC2P4DbM84+7MdY3F/heLSk8xRwI7EqOHIFnxKUnTr GuJCWJQPgNUj+LuP7gbr5w== 0000813621-98-000010.txt : 19980605 0000813621-98-000010.hdr.sgml : 19980605 ACCESSION NUMBER: 0000813621-98-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980604 EFFECTIVENESS DATE: 19980604 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56017 FILM NUMBER: 98642368 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR SUITE 500 STREET 2: ONE NORTH ARLINGTON CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 7083924600 MAIL ADDRESS: STREET 1: ONE N ARLINGTON STREET 2: 1500 W SHURE DR SUITE 500 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 4, 1998 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMCOL INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 36-0724340 (State of Incorporation) (I.R.S. Employer Identification Number) One North Arlington, 1500 West Shure Drive, Suite 500 Arlington Heights, Illinois 60004-7803 (Address, including Zip Code, of Registrant's Principal Executive Offices) AMCOL International Corporation 1998 Long-Term Incentive Plan (Full Title of the Plan) Paul G. Shelton Chief Financial Officer AMCOL International Corporation One North Arlington 1500 West Shure Drive, Suite 500 Arlington Heights, Illinois 60004-7803 (847) 394-8730 (Name, Address, and Telephone Number of Agent For Service) Copies to: Clarence O. Redman, Esq. Lord, Bissell & Brook 115 South LaSalle Street Chicago, Illinois 60603 (312) 443-0700 CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered (1)(2) offering price per share aggregate offering price registration fee Common Stock 1,900,000 $13.44(3) $25,543,700(3) $7,535(3) (1) Represents the maximum number of shares of Common Stock of the Company that may be issued hereunder. (2) Together with an indeterminant number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Company. (3) Estimated pursuant to Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee and based on an exercise price of $14.06 with respect to 20,000 shares and the average of the high and low prices of the Common Stock as reported by the Nasdaq National Market on June 1, 1998 with respect to the remaining 1,880,000 shares.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant hereby incorporates by reference into this Registration Statement the documents listed below which have been filed with the Securities and Exchange Commission (the "Commission"): 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; and 3. The description of the shares of the Registrant's Common Stock, $0.01 par value per share, contained in the Registrant's Form 10 filed with the Securities and Exchange Commission on July 27, 1987. In addition, each document or report subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document or report incorporated into this Registration Statement by reference shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any subsequently furnished appendix to this Registration Statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Clarence O. Redman, a Director and Secretary of the Company, is of counsel to Lord, Bissell & Brook, the law firm that serves as corporate counsel to the Company. As of June 4, 1998, Mr. Redman beneficially owned 68,138 shares of Common Stock. Item 6. Indemnification of Directors and Officers. The Registrant's Restated Certificate of Incorporation and By-Laws provide that the Registrant shall, subject to certain limitations, indemnify its directors and officers against expenses (including attorneys' fees, judgments, fines and certain settlements) actually and reasonably incurred by them in connection with any suit or proceeding to which they are a party so long as they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to a criminal action or proceeding, so long as they had no reasonable cause to believe their conduct was unlawful. Section 102 of the Delaware General Corporation Law permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director's liability to a corporation or its stockholders for monetary damages for breaches of fiduciary duty. The enabling statute provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner. The Registrant's Restated Certificate of Incorporation includes a provision which eliminates to the fullest extent permitted, director liability for monetary damages for breaches of fiduciary duty. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See the Index to Exhibits immediately following the signature page. Item 9. 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 (1)(i) and (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. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant, 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. 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 Village of Arlington Heights, State of Illinois, on June 4, 1998. AMCOL INTERNATIONAL CORPORATION By: /s/ John Hughes Name: John Hughes Its: President; Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul G. Shelton and Clarence O. Redman or either of them with power to act without the other, as 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 or all subsequent amendments and supplements to this Registration Statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power 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 any 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. NAME AND CAPACITY DATE /s/ John Hughes June 4, 1998 John Hughes President, Chief Executive Officer and Director /s/ Lawrence E. Washow June 4, 1998 Lawrence E. Washow Executive Vice President, Chief Operating Officer and Director /s/ Paul G. Shelton June 4, 1998 Paul G. Shelton Senior Vice President, Chief Financial Officer; Treasurer and Director /s/ C. Eugene Ray June 4, 1998 C. Eugene Ray Chairman of the Board and Director /s/ Jay D. Proops June 4, 1998 Jay D. Proops Director /s/ James A. McClung June 4, 1998 James A. McClung Director /s/ Robert E. Driscoll, III June 4, 1998 Robert E. Driscoll, III Director /s/ Raymond A. Foos June 4, 1998 Raymond A. Foos Director /s/ Clarence O. Redman June 4, 1998 Clarence O. Redman Director /s/ Arthur Brown June 4, 1998 Arthur Brown Director /s/ Dale E. Stahl June 4, 1998 Dale E. Stahl Director /s/ Audrey L. Weaver June 4, 1998 Audrey L. Weaver Director /s/ Paul C. Weaver June 4, 1998 Paul C. Weaver Director INDEX TO EXHIBITS
Exhibit No. Description 4.1 Article Four of the Company's Restated Certificate of Incorporation (1) 4.2 AMCOL International Corporation 1998 Long-Term Incentive Plan (filed herewith) 5 Opinion of Lord, Bissell & Brook (filed herewith) 23.1 Consent of KPMG Peat Marwick LLP (filed herewith) 23.2 Consent of Lord, Bissell & Brook (included in Exhibit 5 above) 24 Power of Attorney of certain officers and directors of the Company (included on the signature page) ______________ (1) Exhibit is incorporated by reference to the Registrant's Form S-3 filed with the Securities and Exchange Commission on September 15, 1993.
EX-4.2 2 1998 LONG-TERM INCENTIVE PLAN EXHIBIT 4.2 AMCOL INTERNATIONAL CORPORATION 1998 LONG-TERM INCENTIVE PLAN 1. Preamble. AMCOL International Corporation, a Delaware corporation (the "Company"), hereby establishes the AMCOL International Corporation 1998 Long-Term Incentive Plan (the "Plan") as a means whereby the Company may, through awards of (i) incentive stock options ("ISOs") within the meaning of Section 422 of the Code, (ii) non-qualified stock options ("NSOs"), (iii) stock appreciation rights ("SARs"), and (iv) restricted stock ("Restricted Stock"): (a) provide officers, directors and employees who have substantial responsibility for the direction and management of the Company with additional incentive to promote the success of the Company's business; (b) encourage such persons to remain in the service of the Company; and (c) enable such persons to acquire proprietary interests in the Company. The provisions of this Plan do not apply to or affect any option, stock, stock appreciation right, restricted stock or phantom stock heretofore or hereafter granted under any other stock plan of the Company, and all such options, stock, stock appreciation rights, restricted stock or phantom stock shall be governed by and subject to the applicable provisions of the plan under which they were or will be granted. 2. Definitions and Rules of Construction. 2.01 "Award" means the grant of Options, SARs and/or Restricted Stock to a Participant. 2.02 "Award Date" means the date upon which an Option, SAR or Restricted Stock is awarded to a Participant under the Plan. 2.03 "Board" or "Board of Directors" means the board of directors of the Company. 2.04 "Code" means the Internal Revenue Code of 1986, as amended from time to time or any successor thereto. 2.05 "Committee" means two (2) or more directors elected by the Board of Directors from time to time; provided, however, that in the absence of an election by the Board, the Committee shall mean the Compensation Committee of the Board of Directors. 2.06 "Common Stock" means common sock of the Company, par value $.01 per share. 2.07 "Company" means AMCOL International Corporation, a Delaware corporation, and any successor thereto. 2.08 "Exchange Act" shall mean the Securities Exchange Act of 1934, as it exists now or from time to time may hereafter be amended. 2.09 "Fair Market Value" as of any date means the closing sale price for the Common Stock as of the close of business on that day (as reported by the Nasdaq Stock Market System or any securities exchange or automated quotation system of a registered securities association on which the Common Stock is then traded or quoted). 2.10 "ISO" means an incentive stock option within the meaning of Section 422 of the Code. 2.11 "NSO" means a non-qualified stock option, which is not intended to qualify under Section 422 of the Code. 2.12 "Option" means the right of a Participant, whether granted as an ISO or an NSO, to purchase a specified number of shares of Common Stock, subject to the terms and conditions of the Plan. 2.13 "Option Price" means the price per share of Common Stock at which an Option may be exercised. 2.14 "Participant" means an individual to whom an Award has been granted under the Plan. 2.15 "Plan" means the AMCOL International Corporation 1998 Long-Term Incentive Plan, as set forth herein and from time to time amended. 2.16 "Restricted Stock" means the Common Stock awarded to a Participant pursuant to Section 8 of this Plan. 2.17 "SAR" means a stock appreciation right issued to a Participant pursuant to Section 9 of this Plan. 2.18 "Subsidiary" means any entity of which the Company owns or controls more than 50 percent of (i) the outstanding capital stock, or (ii) the combined voting power of all classes of stock. 2.19 Rules of Construction: 2.19.1 Governing Law. The construction and operation of this Plan are governed by the laws of the State of Illinois. 2.19.2 Undefined Terms. Unless the context requires another meaning, any term not specifically defined in this Plan is used in the sense given to it by the Code. 2.19.3 Headings. All headings in this Plan are for reference only and are not to be utilized in construing the Plan. 2.19.4 Conformity with Section 422. Any ISOs issued under this Plan are intended to qualify as incentive stock options described in Section 422 of the Code, and all provisions of the Plan relating to ISOs shall be construed in conformity with this intention. Any NSOs issued under this Plan are not intended to qualify as incentive stock options described in Section 422 of the Code, and all provisions of the Plan relating to NSOs shall be construed in conformity with this intention. 2.19.5 Gender. Unless clearly inappropriate, all nouns of whatever gender refer indifferently to persons or objects of any gender. 2.19.6 Singular and Plural. Unless clearly inappropriate, singular terms refer also to the plural and vice versa. 2.19.7 Severability. If any provision of this Plan is determined to be illegal or invalid for any reason, the remaining provisions are to continue in full force and effect and to be construed and enforced as if the illegal or invalid provision did not exist, unless the continuance of the Plan in such circumstances is not consistent with its purposes. 3. Stock Subject to the Plan. Except as otherwise provided in Section 12, the aggregate number of shares of Common Stock with respect to which Awards may be granted through this Plan may not exceed 1,900,000 shares. If any Awards shall terminate or expire as to any number of shares, new Awards may thereafter be awarded with respect to such shares. The aggregate number of shares of Common Stock with respect to which Awards may be granted to any Participant in any calendar year may not exceed 100,000 shares. 4. Administration. The Committee shall administer the Plan. All determinations of the Committee are made by a majority vote of its members. The Committee's determinations are final and binding on all Participants. In addition to any other powers set forth in this Plan, the Committee has the following powers: (a) to construe and interpret the Plan; (b) to establish, amend and rescind appropriate rules and regulations relating to the Plan; (c) subject to the terms of the Plan, to select the individuals who will receive Awards, the times when they will receive them, the number of Options, Restricted Stock and/or SARs to be subject to each Award, the Option Price, the vesting schedule (including any performance targets to be achieved in connection with the vesting of any Award), the expiration date applicable to each Award and other terms and provisions and restrictions of the Awards (which need not be identical) and to amend or modify any of the terms of outstanding Awards; (d) to contest on behalf of the Company or Participants, at the expense of the Company, any ruling or decision on any matter relating to the Plan or to any Awards; (e) generally, to administer the Plan, and to take all such steps and make all such determinations in connection with the Plan and the Awards granted thereunder as it may deem necessary or advisable; and (f) to determine the form in which tax withholding under Section 15 of this Plan will be made (i.e., cash, Common Stock or a combination thereof). 5. Eligible Participants. Present and future directors, officers and employees of the Company shall be eligible to participate in the Plan. The Committee from time to time shall select those officers, directors and employees of the Company and any Subsidiary or affiliate of the Company who shall be designated as Participants and shall designate in accordance with the terms of the Plan the number, if any, of ISOs, NSOs, SARs and shares of Restricted Stock or any combination thereof, to be awarded to each Participant. 6. Terms and Conditions of Non-Qualified Stock Options. Subject to the terms of the Plan, the Committee, in its discretion, may award an NSO to any Participant. Each NSO shall be evidenced by an agreement, in such form as is approved by the Committee, and except as otherwise provided by the Committee in such agreement, each NSO shall be subject to the following express terms and conditions, and to such other terms and conditions, not inconsistent with the Plan, as the Committee may deem appropriate: 6.01 Option Period. Each NSO will expire as of the earliest of: (i) the date on which it is forfeited under the provisions of Section 11.1; (ii) ten (10) years from the Award Date; (iii)three (3) months after the Participant's termination of employment with the Company and its parent and Subsidiaries or service on the Board for any reason other than for cause, death, total and permanent disability or retirement; (iv) immediately upon the Participant's termination of employment with the Company and its parent and Subsidiaries or service on the Board for cause; (v) twelve (12) months after the Participant's death or total and permanent disability; (vi) sixty (60) months after the Participant's termination of employment with the Company and its parent and Subsidiaries or service on the Board on account of retirement on or after age sixty-five (65); or (vii)any other date specified by the Committee when the NSO is granted. 6.02 Option Price. At the time granted, the Committee shall determine the Option Price of any NSO, which shall not be less than eighty-five percent (85%) of the Fair Market Value of the Common Stock subject to the NSO on the Award Date and in the absence of such determination, the Option Price shall be one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the NSO on the Award Date. 6.03 Vesting. Unless otherwise determined by the Committee and set forth in the Award agreement, NSO Awards shall vest in accordance with Section 11.1; provided, that in no event shall an NSO granted to a Participant who is subject to Section 16 of the Exchange Act be exercisable earlier than six (6) months from the Award Date. 6.04 Other Option Provisions. The form of NSO authorized by the Plan may contain such other provisions as the Committee may from time to time determine. 7. Terms and Conditions of Incentive Stock Options Subject to the terms of the Plan, the Committee, in its discretion, may award an ISO to any employee Participant. The aggregate fair market value of the Common Stock covered by ISOs granted under the Plan or any other stock option plan of the Company or any subsidiary or parent of the Company that become exercisable for the first time by any employee in any calendar year shall not exceed $100,000. The aggregate fair market value will be determined at the Award Date. Each ISO shall be evidenced by an agreement, in such form as is approved by the Committee, and except as otherwise provided by the Committee, each ISO shall be subject to the following express terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as the Committee may deem appropriate: 7.01 Option Period. Each ISO will expire as of the earliest of: (i) the date on which it is forfeited under the provisions of Section 11.1; (ii) ten (10) years from the Award Date, except as set forth in Section 7.02 below; (iii)immediately upon the Participant's termination of employment with the Company and any parent and Subsidiary of the Company for cause; (iv) three (3) months after the Participant's termination of employment with the Company and any parent and Subsidiary of the Company for any reason other than for cause or death or total and permanent disability; (v) twelve (12) months after the Participant's death or total and permanent disability; or (vi) any other date (within the limits of the Code) specified by the Committee when the ISO is granted. Notwithstanding the foregoing provisions granting discretion to the Committee to determine the terms and conditions of ISOs, such terms and conditions shall meet the requirements set forth in Section 422 of the Code or any successor thereto. 7.02 Option Price and Expiration. The Option Price of any ISO shall be determined by the Committee at the time an ISO is granted, and shall be no less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the ISO on the Award Date; provided, however, that if an ISO is granted to a Participant who, immediately before the grant of the ISO, beneficially owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporations, the Option Price shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock subject to the ISO on the Award Date and in such cases, the exercise period specified in the Option agreement shall not exceed five (5) years from the Award Date. 7.03 Vesting. Unless otherwise determined by the Committee and set forth in the Award agreement, ISO Awards shall vest in accordance with Section 11.1; provided that in no event shall an ISO granted to a Participant who is subject to Section 16 of the Exchange Act be exercisable earlier than six (6) months from the Award Date. 7.04 Other Option Provisions. The form of ISO authorized by the Plan may contain such other provisions as the Committee may, from time to time, determine; provided, however, that such other provisions may not be inconsistent with any requirements imposed on incentive stock options under Code Section 422 and related Treasury regulations. 8. Terms and Conditions of Restricted Stock Awards. Subject to the terms of the Plan, the Committee, in its discretion, may award Restricted Stock to any Participant at no additional cost to the Participant. Each Restricted Stock Award shall be evidenced by an agreement, in such form as is approved by the Committee, and all shares of Common Stock awarded to Participants under the Plan as Restricted Stock shall be subject to the following express terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as the Committee shall deem appropriate: (a) Restricted Period. Shares of Restricted Stock awarded under this Section 8 may not be sold, assigned, transferred, pledged or otherwise encumbered before they vest. (b) Vesting. Restricted Stock Awards under this Section 8 shall vest in accordance with Section 11.2. (c) Certificate Legend. Each certificate issued in respect of shares of Restricted Stock awarded under this Section 8 shall be registered in the name of the Participant and shall bear the following (or a similar) legend until such shares have vested: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) relating to Restricted Stock contained in Section 8 of the AMCOL International Corporation 1998 Long-Term Incentive Plan and an Agreement entered into between the registered owner and AMCOL International Corporation. Copies of such Plan and Agreement are on file at the principal office of AMCOL International Corporation." 9. Terms and Conditions of Stock Appreciation Rights. The Committee may, in its discretion, grant a SAR to any Participant under the Plan. Each SAR shall be evidenced by an agreement between the Company and the Participant, and may relate to and be associated with all or any part of a specific ISO or NSO. A SAR shall entitle the Participant to whom it is granted the right, so long as such SAR is exercisable and subject to such limitations as the Committee shall have imposed, to surrender any then exercisable portion of his SAR and, if applicable, the related ISO or NSO, in whole or in part, and receive from the Company in exchange, without any payment of cash (except for applicable employee withholding taxes), that number of shares of Common Stock having an aggregate Fair Market Value on the date of surrender equal to the product of (i) the excess of the Fair Market Value of a share of Common Stock on the date of surrender over the Fair Market Value of the Common Stock on the date the SARs were issued, or, if the SARs are related to an ISO or an NSO, the per share Option Price under such ISO or NSO on the Award Date, and (ii) the number of shares of Common Stock subject to such SAR, and, if applicable, the related ISO or NSO or portion thereof which is surrendered. A SAR granted in conjunction with an ISO or NSO shall terminate on the same date as the related ISO or NSO and shall be exercisable only if the Fair Market Value of a share of Common Stock exceeds the Option Price for the related ISO or NSO, and then shall be exercisable to the extent, and only to the extent, that the related ISO or NSO is exercisable. The Committee may at the time of granting any SAR add such additional conditions and limitations to the SAR as it shall deem advisable, including, but not limited to, limitations on the period or periods within which the SAR shall be exercisable and the maximum amount of appreciation to be recognized with regard to such SAR. If a Participant is subject to Section 16(a) and Section 16(b) of the Exchange Act, the Committee may at any time add such additional conditions and limitations to such SAR which, in its discretion, the Committee deems necessary or desirable to comply with such Section 16(a) or Section 16(b) and the rules and regulations issued thereunder, or to obtain any exemption therefrom. Any ISO or NSO or portion thereof which is surrendered with an SAR shall no longer be exercisable. An SAR that is not granted in conjunction with an ISO or NSO shall terminate on such date as is specified by the Committee in the SAR agreement and shall vest in accordance with Section 11.2. The Committee, in its sole discretion, may allow the Company to settle all or part of the Company's obligation arising out of the exercise of an SAR by the payment of cash equal to the aggregate Fair Market Value of the shares of Common Stock which the Company would otherwise be obligated to deliver. 10. Manner of Exercise of Options. To exercise an Option in whole or in part, a Participant (or, after his death, his executor or administrator) must give written notice to the Committee, stating the number of shares with respect to which he intends to exercise the Option. The Company will issue the shares with respect to which the Option is exercised upon payment in full of the Option Price. The Committee may permit the Option Price to be paid in cash or shares of Common Stock held by the Participant having an aggregate Fair Market Value, as determined on the date of delivery, equal to the Option Price. The Committee may permit a Participant to elect to pay the Option Price upon the exercise of an Option by authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding resulting from such exercise. The Committee may also permit the Option Price to be paid by any other method permitted by law, including by delivery to the Committee from the Participant of an election directing the Company to withhold the number of shares of Common Stock from the Common Stock otherwise due upon exercise of the Option having an aggregate Fair Market Value on that date equal to the Option Price. If a Participant pays the Option Price with shares of Common Stock which were received by the Participant upon exercise of one or more ISOs, and such Common Stock has not been held by the Participant for at least the greater of: (a) two (2) years from the date the ISOs were granted; or (b) one (1) year after the transfer of the shares of Common Stock to the Participant; the use of the shares shall constitute a disqualifying disposition and the ISO underlying the shares used to pay the Option Price shall no longer satisfy all of the requirements of Code Section 422. 11. Vesting. 11.1 Options. A Participant may not exercise an Option until it has become vested. The portion of an Award of Options that is vested depends upon the period that has elapsed since the Award Date. The following schedule applies to any Award of Options under this Plan unless the Committee establishes a different vesting schedule on the Award Date: Number of Years Since Award Date Vested Percentage Fewer than two None Two but fewer than three 40% Three but fewer than four 60% Four but fewer than five 80% Five or more 100% Notwithstanding anything herein to the contrary, however, all Awards will become vested and exercisable upon the effective date of a "change in control" and will remain exercisable during the 30 days following the effective date of the change in control. As used in this paragraph, the term "change in control" means the change in the legal or beneficial ownership of 51% of the outstanding shares of Common Stock of the Company within a six-month period, other than by death or operation of law, or the sale of 90% or more of the assets of the Company within the six-month period. If a Participant's employment with the Company or service on the Board is terminated due to: (i) retirement on or after his sixty-fifth (65th) birthday; (ii) retirement on or after his fifty-fifth (55th) birthday with consent of the Company; (iii) total and permanent disability as determined by the Company; (iv) death; or (v) a change in control of the Company (as determined by the Committee), the Committee may, in its discretion, accelerate vesting. Unless the Committee otherwise provides in the Award agreement, if a Participant's employment with or service to the Company terminates for any other reason, any Awards that are not yet vested are forfeited. A transfer from the Company to a Subsidiary or affiliate, or vice versa, is not a termination of employment for purposes of this Plan. The Committee shall be entitled to make such rules, regulations and determinations as it deems appropriate in respect of any leave of absence taken by a Participant. Without limiting the generality of the foregoing, the Committee shall be entitled to determine (i) whether or not a Participant's leave of absence shall constitute a termination of employment within the meaning of the Plan and (ii) the impact, if any, of any such leave of absence on Awards granted to such Participant. Unless otherwise determined by the Committee in its sole discretion, a Participant shall be considered to have terminated employment if his or her employer ceases to be an affiliate of the Company, even if he or she continues to be employed by such employer. 11.2 Restricted Stock and SARs. The Committee shall establish the vesting schedule to apply to any Award of Restricted Stock or SAR that is not associated with an ISO or NSO granted under the Plan to a Participant, and in the absence of such a vesting schedule, such Award shall vest according to the vesting schedule set forth in Section 11.1. In no event, however, will a SAR or Restricted Stock Award granted to a Participant who is subject to Section 16 of the Exchange Act be exercisable until at least six (6) months from its Award Date. If a Participant's employment with the Company or service on the Board is terminated due to: (i) retirement on or after his sixty-fifth (65th) birthday; (ii) retirement on or after his fifty-fifth (55th) birthday with consent of the Company; (iii) total and permanent disability as determined by the Company; (iv) death; or (v) a change in control of the Company (as determined by the Committee), the Committee may, in its discretion, accelerate vesting. Unless the Committee otherwise provides in the Award agreement, if a Participant's employment with or service to the Company is terminated for any other reason, any Awards that are not yet vested are forfeited. A transfer from the Company to a Subsidiary or affiliate, or vice versa, is not a termination of employment for purposes of this Plan. 12. Adjustments to Reflect Changes in Capital Structure. If there is any change in the corporate structure or shares of the Company, the Committee may make any adjustments necessary to prevent accretion, or to protect against dilution, in the number and kind of shares authorized by the Plan and, with respect to outstanding Awards, in the number and kind of shares covered thereby and in the applicable Option Price. For the purpose of this Section 12, a change in the corporate structure or shares of the Company includes, without limitation, any change resulting from a recapitalization, stock split, stock dividend, consolidation, rights offering, separation, reorganization, or liquidation and any transaction in which shares of Common Stock are changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or another corporation. 13. Nontransferability of Awards. ISOs are not transferable, voluntarily or involuntarily, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code. During a Participant's lifetime, his ISOs may be exercised only by him. All other Awards granted pursuant to this Plan are transferable by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, or in the Committee's discretion after vesting. 14. Rights as Shareholder. No Common Stock may be delivered upon the exercise of any Option until full payment has been made. A Participant has no rights whatsoever as a shareholder with respect to any shares covered by an Option until the date of the issuance of a stock certificate for the shares. 15. Withholding Tax. The Committee may, in its discretion and subject to such rules as it may adopt, permit or require a Participant to pay all or a portion of the federal, state and local taxes, including FICA and Medicare withholding tax, arising in connection with any Awards by (i) having the Company withhold shares of Common Stock, (ii) tendering back shares of Common Stock received in connection with such Award or (iii) delivering other previously acquired shares of Common Stock having a Fair Market Value approximately equal to the amount to be withheld. 16. No Right to Employment. Participation in the Plan will not give any Participant a right to be retained as an employee or director of the Company or its parent or Subsidiaries, or any right or claim to any benefit under the Plan, unless the right or claim has specifically accrued under the Plan. Nothing contained in the Plan, or in any Award granted pursuant to the Plan, nor in any Agreement made pursuant to the Plan, shall interfere in any way with the right of the Company or its parent or Subsidiaries to terminate the Participant's employment at will or change the Participant's compensation at any time. 17. Amendment of the Plan. The Board of Directors may from time to time amend or revise the terms of this Plan in whole or in part and may, without limitation, adopt any amendment deemed necessary; provided, however, that no change in any Award previously granted to a Participant may be made that would impair the rights of the Participant without the Participant's consent. 18. Shareholder Approval. Operation of the Plan shall be subject to approval by the shareholders of the Company within twelve months before or after the date the Plan is adopted by the Board of Directors. If such shareholder approval is obtained at a duly held shareholders' meeting, it may be obtained by the affirmative vote of the holders of a majority of the shares of the Company present at the meeting or represented and entitled to vote thereon. The approval of such shareholders of the Company shall be solicited substantially in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. 19. Conditions Upon Issuance of Shares. An Option shall not be exercisable and a share of Common Stock shall not be issued pursuant to the exercise of an Option, and Restricted Stock shall not be awarded until such time as the Plan has been approved by the shareholders of the Company and unless the award of Restricted Stock, exercise of such Option and the issuance and delivery of such share pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or national securities association upon which the shares of Common Stock may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 20. Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under the Plan in substitution of such other company's award, or (b) assuming such award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such substitution or assumption shall be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under the Plan if the other company had applied the rules of the Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award shall remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Award rather than assuming an existing option, such new Award may be granted with a similarly adjusted exercise price. 21. Effective Date and Termination of Plan. 21.01Effective Date. This Plan is effective as of the date of its adoption by the Board of Directors; provided, however, that the Plan and any Awards granted hereunder shall be null and void if shareholder approval is not obtained within twelve months of the date of such adoption. 21.02Termination of the Plan. The Plan will terminate ten (10) years after the date it is approved by the Board of Directors; provided, however, that the Board of Directors may terminate the Plan at any time prior thereto with respect to any shares that are not then subject to Awards. Termination of the Plan will not affect the rights and obligations of any Participant with respect to Awards granted before termination. EX-5 3 OPINION LETTER FROM CORPORATE COUNSEL [LORD, BISSELL & BROOK LETTERHEAD] EXHIBIT 5 June 3, 1998 AMCOL International Corporation 1500 West Shure Drive Arlington Heights, IL 60004 Ladies and Gentlemen: We are acting as counsel to AMCOL International Corporation, a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), covering 1,900,000 shares of Common Stock of the Company, $.01 par value per share (the "Shares") to be issued pursuant to the AMCOL International Corporation 1998 Long-Term Incentive Plan (the "Plan"). In connection with the offering of the Shares, we have examined: (i) the Registration Statement including the exhibits thereto; (ii) the Plan; (iii)certain resolutions adopted by the Board of Directors of the Company relating to the authorization, issuance and sale of the Shares pursuant to the Plan; and (iv) such other documents as we deem necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of the Company. Our opinion assumes that the pertinent provisions of such blue sky and state securities laws as may be applicable have been complied with and that the Shares are issued in accordance with the terms of the Plan. AMCOL International Corporation June 3, 1998 Page 2 Based and relying solely upon the foregoing, we advise you that, in our opinion, the Shares, or any portion thereof, to the extent such Shares represent original issuances by the Company when issued pursuant to the Plan after the Registration Statement has become effective under the Act, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, Lord, Bissell & Brook /s/ James W. Ashley, Jr. By: James W. Ashley, Jr. Opinion.doc EX-23.1 4 LETTER FROM KPMG PEAT MARWICK CONSENT OF KPMG PEAT MARWICK LLP The Board of Directors AMCOL International Corporation We consent to the use of our report dated March 20, 1998, incorporated herein by reference, with respect to the consolidated financial statements of AMCOL International Corporation and subsidiaries as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997, and the financial statement schedule for the three-year period ended December 31, 1997, which report appears in the December 31, 1997 annual report on Form 10-K of AMCOL International Corporation. /s/ KPMG Peat Marwick LLP - ------------------------- Chicago, Illinois June 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----