<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1996
Registration No. 333-______________
================================================================================
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ERGO SCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3271667
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CHARLESTOWN NAVY YARD
100 FIRST AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Address, including ZIP code, of registrant's
principal executive offices)
STOCK OPTION PLAN FOR NON-EMPLOYEE
(Full title of the plans)
MANUEL CINCOTTA, JR.
CHAIRMAN OF THE BOARD
ERGO SCIENCE CORPORATION
CHARLESTOWN NAVY YARD
100 FIRST AVENUE
CHARLESTOWN, MASSACHUSETTS 02129
(Name and address of agent for service)
617-241-6800
(Telephone number, including area code, of agent for service)
Copies to:
ROBERT L. KIMBALL
JAMES A. KRAUSE
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 200,000 Shares $21-1/8 $3,820,000 $1,317.24
=========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), using the exercise price with respect to
20,000 shares subject to options with set exercise prices and using the
average of the high and low prices on June 25, 1996, as reported on the
Nasdaq National Market, with respect to 180,000 shares.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are hereby incorporated by reference into this registration statement
on Form S-8 (this "Registration Statement").
(a) Annual Report on Form 10-K for the year ended December 31, 1995, filed
pursuant to Rule 13a-1 of the Rules and Regulations of the Commission
under the Securities Exchange Act of 1934 (the "Exchange Act"); and
(a) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1996, filed pursuant to Rule 13a-13 of the Rules and Regulations of the
Commission under the Exchange Act; and
(b) The description of the Company's common stock, par value $.01 per share
(the "Common Stock"), contained in Item 1 of the registration statement
on Form 8-A filed with the Commission on October 16, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
before the filing of a post-effective amendment to this Registration Statement
which indicates that all shares of Common Stock offered hereunder have been sold
or that deregisters all such shares then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Vinson & Elkins L.L.P., Dallas, Texas. Two partners of
Vinson & Elkins L.L.P. are partners of a partnership that owns 47,857 shares of
Common Stock, of which 14,725 shares are attributable to the interests of those
partners of Vinson & Elkins L.L.P. However, those partners do not possess
voting or disposition power with respect to those shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that no director of the Registrant will
be personally liable to the Registrant or any of its stockholders for monetary
damages arising from the director's breach of fiduciary duty as a director.
However, this does not apply with respect to any action in which the director
would be liable under Section 174 of Title 8 of the General Corporation Law of
Delaware nor does it apply with respect to any liability in which the director
(i) breached his duty of loyalty to the Registrant; (ii) did not act in good
faith or, in failing to act, did not act in good faith; (iii) acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional misconduct or a knowing
violation of law; or (iv) derived an improper personal benefit.
The Certificate of Incorporation provides that the Registrant will
indemnify its officers and directors and former officers and directors against
any expenses, judgments or settlement payments sustained or paid by such persons
as a result of having acted as an officer or director of the Registrant, or, at
the request of the Registrant, as an officer, director, agent or employee of
another business entity. The Certificate of Incorporation further provides
2
<PAGE>
that the Registrant may, by action of its Board of Directors, provide
indemnification to employees and agents of the Registrant, individually or as a
group, with the same scope and effect as the indemnification of directors and
officers.
The Registrant has entered into indemnification agreements with each of its
directors and executive officers providing for the indemnification of those
persons to the fullest extent permitted by law, together with the advancement of
expenses, in the event they become a party to or witness or other participant in
any threatened, pending or completed action, suit or proceeding (a "Claim") by
reason of any event or occurrence related to the fact that any such person is or
was a director, officer, employee, agent or fiduciary of the Registrant or a
subsidiary of the Registrant or another entity at the Registrant's request (an
"Indemnifiable Event"), unless a reviewing party (either a committee appointed
by the Board of Directors or outside counsel) shall have determined that such
person would not be entitled to indemnification under applicable law. In
addition, in the event of a Change in Control or a Potential Change in Control
of the Registrant (as defined in the indemnification agreements), the Registrant
will, upon the request of an indemnitee, establish a trust for the benefit of
the indemnitee and fund the trust in an amount sufficient to satisfy all
expenses reasonably anticipated at the time of the request to be incurred in
connection with any Claim relating to an Indemnifiable Event. The amount
deposited in the trust will be determined by the reviewing party. An
indemnitee's rights under the indemnification agreement are not exclusive of any
other rights under the Certificate of Incorporation, the Registrant's Third
Amended and Restated By-laws or applicable law.
Under Section 145 of the General Corporation Law of Delaware, every
Delaware corporation has the power to 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 (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or at the request of the
corporation, any corporation, partnership, joint venture, trust or other
enterprise, against any and all expenses, judgments, fines and amounts paid in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies only if the person acted in good
faith and in a manner the person reasonably believed to be in the best interest,
or not opposed to the best interest, of the corporation and with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification may be made
in the event of any adjudication of negligence or misconduct unless the court,
in its discretion, believes that in light of all the circumstances
indemnification should apply.
To the extent any person referred to in the two immediately preceding
paragraphs is successful in the defense of the actions referred to therein, that
person is entitled to indemnification under Section 145 of the General
Corporation Law of Delaware as previously described.
The Registrant is a party to registration rights agreements that provide
for indemnification of the Registrant and certain controlling persons under
certain circumstances, including indemnification for liabilities under the
Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation of Ergo Science
Corporation (incorporated by reference to Exhibit 3.1 of the Company's
registration statement on Form S-1, Commission File No. 33-98162).
4.2 Second Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 of the Company's registration statement on
Form S-1, Commission File No. 33-98162).
3
<PAGE>
5 Opinion of Vinson & Elkins L.L.P.
10.1 Stock Option Plan for Non-Employee.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5).
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under 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.
(c) 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 foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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
4
<PAGE>
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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlestown, State of Massachusetts, on June 25,
1996.
ERGO SCIENCE CORPORATION
(Registrant)
By: /s/ J. Warren Huff
-----------------------------------------
J. Warren Huff
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title
/s/ J. Warren Huff President, Chief Executive June 25, 1996
- ------------------------------ Officer and Director
J. Warren Huff (principal executive officer)
/s/ Alan T. Barber Vice President, Finance and June 25, 1996
- ------------------------------ Administration and Chief Financial
Alan T. Barber Officer (principal financial and
accounting officer)
/s/ Manuel Cincotta, Jr. Director June 25, 1996
- ------------------------------
Manuel Cincotta, Jr.
/s/ Anthony H. Cincotta, Ph.D. Director June 25, 1996
- ------------------------------
Anthony H. Cincotta, Ph.D.
Director June , 1996
- ------------------------------
Stephen A. Duzan
Director June , 1996
- ------------------------------
Ray L. Hunt
/s/ Thomas F. McWilliams Director June 25, 1996
- ------------------------------
Thomas F. McWilliams
/s/ Albert H. Meier, Ph.D. Director June 25, 1996
- ------------------------------
Albert H. Meier, Ph.D.
6
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBITS PAGE
------- ------------------------------------------------- ------------
4.1 -- Amended and Restated Certificate of Incorporation
of Ergo Science Corporation (incorporated by
reference to Exhibit 3.1 of the Company's
registration statement on Form S-1, Commission
File No. 33-98162).
4.2 -- Second Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.3 of the
Company's registration statement on Form S-1,
Commission File No. 33-98162).
5* -- Opinion of Vinson & Elkins L.L.P.
10.1* -- Stock Option Plan for Non-Employee Directors.
23.1* -- Consent of Coopers & Lybrand L.L.P.
23.2* -- Consent of Ernst & Young LLP.
23.3* -- Consent of Vinson & Elkins L.L.P. (included in
Exhibit 5).
_________________________
* Filed herewith.
7
<PAGE>
EXHIBIT 5
[LETTERHEAD OF VINSON & ELKINS APPEARS HERE]
June 26, 1996
Ergo Science Corporation
Charlestown Navy Yard
100 First Avenue
Charlestown, MA 02129
Dear Sirs:
We have acted as counsel to Ergo Science Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 (the "Securities Act") of the offer and sale of an aggregate of 200,000
shares (the "Shares") of common stock ("Common Stock"), par value $.01 per
share, of the Company, as that number may be adjusted from time to time pursuant
to the provisions of the Ergo Science Corporation Stock Option Plan for Non-
Employee Directors (including any agreement evidencing an award thereunder, the
"Plan"), that may be issued pursuant to the Plan. Unless otherwise defined
herein, terms having their initial letters capitalized have the meanings
ascribed to them in the Plan.
In reaching the opinion set forth herein, we have reviewed such agreements,
certificates of public officials and officers of the Company, records, documents
and matters of law that we deemed relevant.
Based upon and subject to the foregoing, and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, we express the
opinion that each Share, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and non-assessable.
The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that (i) all information contained in all
documents reviewed by us is true and correct, (ii) all signatures on all
documents reviewed by us are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, and (v) each natural
person signing any document reviewed by us had the legal capacity to do so.
<PAGE>
Ergo Science Corporation
June 26, 1996
Page 2
(b) We have also assumed that the Company will receive the full amount
and type of consideration (as specified in the Plan) for each of the Shares upon
issuance, that such consideration will be in cash, personal property, or
services already performed, that such consideration will equal or exceed the par
value per share of Common Stock, that appropriate certificates evidencing the
Shares will be properly executed upon such issuance, and that each grant of an
award pursuant to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of Texas,
the Delaware General Corporation Law, and the federal laws of the United States
of America.
This opinion may be filed as an exhibit to a registration statement filed
under the Securities Act. In giving this consent, we do not thereby admit that
we come into the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 10.1
ERGO SCIENCE CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Ergo Science Corporation, a Delaware corporation (the "Company") has
adopted this STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (the "Plan") to
promote the Company and its stockholders by helping to attract and retain
highly-qualified independent directors and by allowing them to develop a sense
of proprietorship and personal involvement in the development and financial
success of the Company. Accordingly, the Company shall grant to directors of
the Company who are not, and who have not been at any time since their most
recent election (or re-election) as directors, employees or paid consultants of
the Company or any of its subsidiaries ("Non-employee Directors") options (each,
an "Option") to purchase shares of the common stock, $.01 par value per share,
of the Company ("Common Stock"), as hereinafter set forth. Options granted
under this Plan shall be options that do not constitute incentive stock options
within the meaning of section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code").
1. Shares Subject to the Plan.
(a) Aggregate Shares. The aggregate number of shares of Common Stock
that may be issued pursuant to Options granted under this Plan shall not exceed
200,000 (subject to adjustment as provided in Section 7). The Company shall
reserve at all times a sufficient number of shares of unissued or treasury stock
to meet the requirements of this Plan. Any of such shares that remain unissued
and that are not subject to outstanding Options at the termination of this Plan
shall cease to be subject to this Plan.
(b) Termination and Expiration of Options. To the extent that shares
of Common Stock that are the subject of an Option granted hereunder are not
issued or cease to be issuable for any reason, including because an Option
expires or terminates prior to its exercise in full, such shares of Common Stock
shall again be available to be granted new option and for issuance thereunder.
Exercise of an Option in any manner shall result in a decrease in the number of
shares of Common Stock that may thereafter be available for purposes of the Plan
by the number of shares as to which the Option is exercised
2. Grant of Options. Options shall be granted under the Plan only to
individuals who are Non-employee Directors of the Company (the "Optionees").
All Options shall be evidenced by an option agreement dated as of the date of
grant and signed by the Optionee and on behalf of the Company by an authorized
officer. Options shall be granted as follows:
(a) Initial Option Grants. On the date each Non-employee Director is
first appointed or elected to serve as a director of the Company, the Company
will grant to that Non-employee Director an option to purchase 10,000 shares of
Common Stock; provided, however, that each Non-Employee director first appointed
or elected to serve as such prior to approval of this Plan by the stockholders
of the Company (the "Stockholder Approval Date") shall be granted under this
<PAGE>
Plan an option to purchase 10,000 shares of Common Stock, subject to stockholder
approval, with a deemed date of grant of May 15, 1996, for all purposes under
this Plan. Notwithstanding the prior sentence, no Option shall be granted under
this Section 2(a) to Stephen A. Duzan, who has previously been granted options
("Prior Options") pursuant to the Company's Amended and Restated 1995 Long Term
Incentive Plan (the "1995 LTIP") prior to the Stockholder Approval Date.
(b) Second Grants. On the second anniversary of the date that a Non-
employee Director is first granted (or deemed to have been granted) an Option
under Section 2(a), so long as that Non-employee director has remained a
director and has not been at any time since the date of such grant an employee
or paid consultant of the Company or any of its subsidiaries, the Company will
grant to that Non-employee Director an option to purchase 10,000 shares of
Common Stock. If Stephen A. Duzan remains a director from the Stockholder
Approval Date until October 6, 1999 (the date on which his Prior Options become
fully vested), and has not been at any time during that period an employee or
paid consultant of the Company or any of its subsidiaries, the Company will
grant to Stephen A. Duzan an option to purchase 10,000 shares of Common Stock on
October 6, 1999.
(c) Pro-Ration of Remaining Shares. If, as of any date that this Plan
is in effect, there are not sufficient shares of Common Stock available under
the Plan to allow for the grant to each Non-employee Director of an Option for
the number of shares provided herein, each such director shall receive his pro
rata share of Options for which shares of Common Stock are available for
issuance.
3. Exercise Price. The exercise price for a share of Common Stock issued
under each Option granted pursuant to this Plan shall be the fair market value
for the Common Stock at the time the Option is granted (or deemed to be
granted). For all purposes under the Plan, the fair market value of a share of
Common Stock on a particular date shall mean the reported closing price of the
Common Stock on the Nasdaq National Market on the last trading day immediately
prior to such date.
4. Exercise of Options. Each Option granted under this Plan shall be
exercisable for a period of ten years from its date of grant (the "Term"),
subject to the following:
(a) Vesting. Except as provided in subparagraphs (i), (ii) and (iii)
of this Section 4(a), each Option granted under the Plan shall vest over two
years from the date of grant, with half of the shares thereunder vesting on the
first anniversary of the date of grant and half of the shares thereunder vesting
on the second anniversary of the date of grant.
(i) Death and Disability. Upon the death or Disability of an
Optionee, each option granted to that Optionee shall become vested and
exercisable with respect to all shares of Common Stock thereunder for a period
of the lesser of (A) 180 days from the date of death or disability or (B) the
remainder of the Term of the Option. The term Disability shall mean a physical
or mental impairment of sufficient severity that the Optionee is unable, or is
not reasonably expected to be able, to perform the duties as a director that the
director performed immediately before such
2
<PAGE>
impairment, as determined in the sole discretion of the Company's board of
directors (the "Board") exercised in good faith, for a period of 180 days.
(ii) Other Termination. Upon an Optionee's no longer serving as a
director of the Company for any reason other than the Optionee's death or
permanent disability, the portion of all Options granted to that Optionee that
are not yet exercisable shall become null and void; provided, however, that the
portion, if any, of all Options granted to that Optionee that are then
exercisable shall be exercisable for a period of 180 days from the date of the
Optionee ceases to serve as a director.
(iii) Change in Control. Upon the occurrence of a change in
control of the Company, all Options granted under this Plan shall immediately
become fully vested and exercisable with respect to all shares of Common Stock
thereunder for the remainder of their Term (the total number of shares of Common
Stock as to which an Option is exercisable upon the occurrence of a change in
control is referred to herein as the "Total Shares"). If a change in control
involves the merger or consolidation of the Company with or into another entity
or the exchange of all of the shares of Common Stock for securities of another
entity (collectively, a "Restructuring"), then the Optionee shall be entitled to
purchase or receive (in lieu of the Total Shares that the Optionee would
otherwise be entitled to purchase) the number of securities, cash or property to
which that number of Total Shares would have been entitled in connection with
such Restructuring (and at an aggregate exercise price equal to the exercise
price that would have been payable if that number of Total Shares had been
purchased on the exercise of the Option immediately before the consummation of
the Restructuring). Nothing in this Section 4(a)(iii) shall impose on an
Optionee the obligation to exercise any Option immediately before or upon a
change in control, nor shall the Optionee forfeit the right to exercise an
Option during the remainder of its original term. A change in control shall have
the meaning ascribed to such term in the 1995 LTIP.
(b) Method of Payment. Each Option shall be exercisable by delivery to
the Company of (i) a notice setting forth the number of shares for which the
Option is being exercised and (ii) the exercise price with respect thereto.
Delivery shall be made in person or by certified mail to the President of the
Company. Payment of the exercise price shall be in cash (and may be made by the
Optionee's broker on behalf of the Optionee under an arrangement satisfactory to
the Company).
5. Non-Transferability of Options. Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution. The designation of a
beneficiary by an Optionee does not constitute a transfer.
6. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, the number of shares of Common Stock covered
by each Option to be granted under Section 2, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the
3
<PAGE>
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
7. Term of the Plan. This Plan shall be effective on approval by the
holders of the outstanding shares of Common Stock of the Company in the manner
required by Rule 16b-3 ("Rule 16b-3") of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and, except with respect to Options then
outstanding, shall terminate in accordance with Section 6 or Section 8 or when
there are no shares remaining available for grant hereunder.
8. Amendment and Termination of the Plan. The Board, in its discretion,
may terminate this Plan at any time with respect to any shares of Common Stock
for which Options have not theretofore been granted. The Board shall have the
right to alter or amend this Plan or any part hereof from time to time;
provided, however, that no change in any Option granted may be made that would
impair the rights of an Optionee without the consent of such Optionee.
Notwithstanding the prior sentence, unless Rule 16b-3, the Code or ERISA or the
rules and regulations thereunder are amended to not require stockholder approval
of such alterations or amendments of this Plan, this Plan shall not be amended
without the approval of the stockholders of the Company (i) more than once every
six months or other than to comport with changes in the Code, ERISA or the rules
thereunder or (ii) to materially increase the benefits accruing to participants
under this Plan, increase the aggregate number of shares that may be issued
pursuant to the provisions of this Plan, modify the requirements as to
eligibility for participation in the Plan or extend the terms of this Plan.
9. Compliance with Section 16. It is intended that this Plan and any
grant of an Option made to a person subject to Section 16 of the Exchange Act
meet all of the requirements of Rule 16b-3, as currently in effect or as
hereinafter modified or amended. If any provision of this Plan or any such
Option would disqualify this Plan or such Option under, or would otherwise not
comply with, Rule 16b-3, such provision or Option shall be construed or deemed
amended to conform to Rule 16b-3.
IN WITNESS WHEREOF, Ergo Science Corporation, acting by and through its
officers hereunto duly authorized, has executed this instrument and certifies
that its effective date is the 25th day of June, 1996.
ERGO SCIENCE CORPORATION
By: _________________________________________
J. Warren Huff
Chief Executive Officer
4
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Ergo Science Corporation to register 200,000 shares of common
stock of our report, dated March 1, 1996, on our audits of the consolidated
financial statements of Ergo Science Corporation as of December 31, 1995 and
1994, and for the two years then ended, which report is included in the
Company's 1995 Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 26, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Ergo Science Corporation of our report, dated April 26, 1994, on
our audits of the consolidated financial statements of operations and deficit
accumulated during the development stage, stockholders' deficit and cash flows
of Ergo Science Corporation for the year ended December 31, 1993, and for the
period from inception (January 23, 1990) to December 31, 1993, appearing in Ergo
Science Corporation's 1995 Annual Report on Form 10-K.
ERNST & YOUNG L.L.P.
Boston, Massachusetts
June 26, 1996
