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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 24, 1998
T.J.T., Inc.
(Exact Name of Registrant as Specified in its Charter)
WASHINGTON
(State or Other Jurisdiction 33-98404 82-0333246
of Incorporation or (Commission File (I.R.S. Employer
Organization) Number) Identification Number)
843 NORTH WASHINGTON
POST OFFICE BOX 278
EMMETT, IDAHO 83617
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (208) 365-5321
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ITEM 5. OTHER EVENTS
Effective February 24, 1998, T.J.T., Inc. elected Scott M. Hayes to the Board of
Directors. Hayes is currently a self-employed private investor and consultant.
He previously served as the Executive Vice President and Chief Financial Officer
of U.S. Bancorp (formerly, West One Bancorp) from 1987 to 1996.
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Ulysses B. Mori, was elected to the Board of Directors. Mori joined T.J.T.,
Inc. as the Senior Vice President and Manager of the Leg-it Division of T.J.T.,
Inc., following T.J.T., Inc.'s acquisition of Leg-it Tire Company, Inc. Mori
had previously served as the President of Leg-it Tire Company, Inc. since 1980.
B. Kelly Bradley was also elected to the Board of Directors. Bradley joined
T.J.T., Inc. as the Manager of the Centralia facility of T.J.T., Inc.'s
Western Division in November 1996. Bradley had been the Manager of Bradley
Enterprises, Inc. since 1989.
Douglas A. Strunk and Arthur J. Berry were also re-elected to the Board of
Directors.
On November 18, 1997, T.J.T., Inc.'s Board of Directors adopted the 1997
Directors Stock Option Plan and Arthur J. Berry and Scott M. Hayes were each
granted the option to purchase 5,000 shares of common stock, subject to
shareholder approval.
On February 24, 1998, the stockholders approved the 1997 Directors Stock Option
Plan, which authorizes 50,000 shares of common stock to be issued to
non-employee persons serving on the Board of Directors. Berry and Hayes were
each granted 5,000 shares from the 1997 Director Stock Option Plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
1997 Directors Stock Option Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Dated as of March 16, 1998
T.J.T., Inc.
By
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Terrence J. Sheldon
President and Chief Executive Officer
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T.J.T., INC.
1997 DIRECTORS STOCK OPTION PLAN
ADOPTED ON NOVEMBER 18, 1997
ARTICLE 1: ESTABLISHMENT AND PURPOSE.
1.1 ESTABLISHMENT. T.J.T., Inc., a Washington corporation (the "Company")
hereby establishes the T.J.T., Inc. 1997 Stock Option Plan (the "Plan")
effective as of November 18, 1997.
1.2 PURPOSE. The purpose of the Plan is to provide a means by which each
director of the Company who is not otherwise employed on a full-time basis by
the Company or of any affiliate of the Company (each such person being
hereinafter referred to as a "Non-Employee Director") will be given an
opportunity to purchase stock of the Company.
1.2.1 The Plan is intended to strengthen the mutuality of
interests between the Non-Employee Directors and the Company's shareholders and
is designed to serve these purposes by offering stock options, thereby providing
a proprietary interest in pursuing the long-term growth, profitability and
financial success of the Company.
1.2.2 The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").
1.2.3 The Company, by means of the Plan, seeks to retain the
services of persons now serving as Non-Employee Directors of the Company, to
secure and retain the services of persons capable of serving in such capacity,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company.
ARTICLE 2: ADMINISTRATION.
2.1 The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee, as provided in subparagraph 2.2.
2.2 The Board may delegate administration of the Plan to a committee of
not fewer than two (2) members of the Board (the "Committee"). If
administration is delegated to a Committee, the Committee shall have full power
and authority to administer the Plan in its sole discretion. Decisions of the
Committee or any delegate as permitted by the Plan shall be final, conclusive,
and binding on all participants. The Board may abolish the Committee at any
time and revest in the Board the administration of the Plan. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan. The costs and expenses of administering the Plan
shall be borne by the Company.
1997 DIRECTORS STOCK OPTION PLAN - 1
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ARTICLE 3: SHARES SUBJECT TO THE PLAN.
The shares which may be made subject to awards under the Plan shall be
shares of common stock, which may be either authorized and unissued shares, or
reacquired shares. The shares that may be sold pursuant to options granted
under the Plan shall not exceed in the aggregate fifty thousand (50,000) shares
of the Company's common stock. If any option granted under the Plan shall for
any reason expire or otherwise terminate without having been exercised in full,
the stock not purchased under such option shall again become available for the
Plan.
ARTICLE 4: ELIGIBILITY.
Options shall be granted only to Non-Employee Directors of the Company.
ARTICLE 5: NON-DISCRETIONARY GRANTS.
5.1 On November 18, 1997, each person who is then a Non-Employee Director
or a Non-Employee Director nominee shall be granted an option to purchase five
thousand (5,000) shares of common stock of the Company on the terms and
conditions set forth herein.
5.2 Each person who is, after February 24, 1998, elected for the first
time to be a Non-Employee Director shall, upon the date of his initial election
to be a Non-Employee Director by the Board or stockholders of the Company, be
granted an option to purchase five thousand (5,000) shares of common stock of
the Company on the terms and conditions set forth herein.
ARTICLE 6: OPTIONS
Each option granted under the Plan shall be in the form of a non-qualified
option. Options shall be subject to the terms and conditions set forth in
Article 5 and this Article 6, and award agreements governing options shall
contain such additional terms and conditions, not inconsistent with the express
provisions of the Plan, as the Board or Committee shall deem desirable.
6.1 The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ("Expiration
Date") ten (10) years from the date of grant. If the optionee's service as a
Director or subsequent services as an employee of or consultant to the Company
terminates for any reason or for no reason, the option shall terminate on the
earlier of the Expiration Date or the date three (3) months following the date
of termination of service; PROVIDED, HOWEVER, that if such termination of
services is due to the optionee's death, the option shall terminate on the
earlier of the Expiration Date or eighteen (18) months following the date of
the optionee's death. In any and all circumstances, an option may be exercised
following termination of the optionee's service as a Director of the Company
only as to that number of shares as to which it was exercisable on the date of
termination of such service under the provisions of subparagraph 6.5.
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6.2 The exercise price of each option shall be 100 percent of the Fair
Market Value of the stock subject to such option on the date such option is
granted. "Fair Market Value" means, as of any date, the value of the common
stock of the Company determined as follows:
6.2.1 If the common stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a share of common
stock shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such system or exchange (or the exchange with
the greatest volume of trading in common stock) on the last market trading day
prior to the date of determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable;
6.2.2 If the common stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a share of common stock shall be the mean between the bid and asked price for
the common stock on the last market trading day prior to the date of
determination, as reported in the Wall Street Journal or such other source as
the Board deems reliable;
6.2.3 In the absence of an established market for the common
stock, the Fair Market Value shall be determined in good faith by the Board.
6.3 The optionee may elect to make payment of the exercise price under one
of the following alternatives:
6.3.1 Payment of the exercise price per share in cash at the time
of exercise;
6.3.2 Provided that at the time of the exercise the Company's
common stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of shares of common stock of the Company already owned by
the optionee, held for the period required to avoid a charge to the Company's
reported earnings, and owned free and clear of any liens, claims, encumbrances
or security interest, which common stock shall be valued at Fair Market Value on
the date preceding the date of exercise; or
6.3.3 Payment by a combination of the methods of payment specified
in subparagraphs 6.3.1 and 6.3.2 above.
Notwithstanding the foregoing, any option may be exercised pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board
which results in the receipt of cash (or check) by the Company prior to the
issuance of shares of the Company's common stock.
6.4 An option shall not be transferable except by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of the
person to whom the option is granted only by such person or by his guardian or
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legal representative. The person to whom the option is granted may, by
delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
optionee, shall thereafter be entitled to exercise the option.
6.5 20 percent of the shares subject to the options granted pursuant to
subparagraph 5.1 of this Plan shall become exercisable immediately. The
remaining 80 percent of the shares subject to such options shall become
exercisable in installments over a period of four (4) years from the date of
grant at the rate of 20 percent per year in four (4) equal installments
commencing on November 18, 1997, provided that the optionee has, during the
entire period prior to such vesting date, continuously served as a Non-Employee
Director or as an employee of or consultant to the Company or any Affiliate of
the Company, whereupon such option shall become fully exercisable in accordance
with its terms with respect to that portion of the shares represented by that
installment. Any option granted pursuant to subparagraph 5.2 of this Plan shall
have 20% of the shares become immediately exercisable, with the remaining 80% of
the shares becoming exercisable over a period of four (4) years from the date of
grant at the rate of 20 percent per year in four (4) equal installments
commencing on the first anniversary of the date of grant of the option, provided
that the optionee has, during the entire period prior to such vesting date,
continuously served as a Non-Employee Director or as an employee of or
consultant to the Company or any Affiliate of the Company, whereupon such option
shall become fully exercisable in accordance with its terms with respect to that
portion of the shares represented by that installment.
6.6 The Company may require any optionee, or any person to whom an option
is transferred under subparagraph 6.4, as a condition of exercising any such
option: (i) to give written assurances satisfactory to the Company as to the
optionee's knowledge and experience in financial and business matters; and (ii)
to give written assurances satisfactory to the Company stating that such person
is acquiring the stock subject to the option for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
These requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (i) the shares issued upon the exercise of the option
have been registered under a then-currently-effective registration statement of
the Company under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then-applicable securities laws.
6.7 Notwithstanding anything to the contrary contained herein, an option
may not be exercised unless the shares issuable upon exercise of such option are
then registered under the Securities Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act.
6.8 Each award agreement regarding options granted under this Plan shall
include a provision that as of a Change in Control Date an exercisable option
shall become fully and immediately vested. For purposes of this Plan, Change in
Control means:
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6.8.1 The acquisition by any person of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of 20 percent or more
of the combined voting power of the then outstanding shares that can be voted
("Voting Securities"); PROVIDED, HOWEVER, that for purposes of this paragraph
6.8.1 the following acquisitions of Voting Securities shall not constitute a
Change in Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (iv) any acquisition by any corporation pursuant
to a transaction that complies with clauses (i), (ii), and (iii) of paragraph
6.8.3 of this definition of Change of Control; or
6.8.2 During any period of twelve (12) consecutive calendar
months, individuals who at the beginning of such period constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual who becomes a director
during the period whose election, or nomination for election, by the Company's
shareholders was approved by a vote of at least a majority of the directors then
constituting the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
6.8.3 Consummation of a reorganization, merger, or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination") in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals or entities who
were the beneficial owners of the Voting Securities outstanding immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50 percent of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns Company or
all or substantially all of the Company's assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Voting Securities, (ii)
no Person (excluding any employee benefit plan, or related trust, of the Company
or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20 percent or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business
Combination; or
6.8.4 Approval by the shareholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company.
1997 DIRECTORS STOCK OPTION PLAN - 5
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6.9 For purposes of this Plan, Change in Control Date means the first date
following the grant date on which a change of control has occurred.
ARTICLE 7: COVENANTS OF THE COMPANY.
7.1 During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.
7.2 The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; PROVIDED, HOWEVER, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.
ARTICLE 8: USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted under the Plan
shall constitute general funds of the Company.
ARTICLE 9: MISCELLANEOUS.
9.1 Neither an optionee nor any person to whom an option is transferred
under subparagraph 6.4 shall be deemed to be the holder of, or to have any
rights of a holder with respect to, any shares subject to such options unless
and until such person has satisfied all requirements for exercise of the option
pursuant to its terms.
9.2 Throughout the term of any option granted pursuant to the Plan, the
Company shall make available to the holder of such option, not later than one
hundred twenty (120) days after the close of each of the Company's fiscal years
during the option term, upon request, such financial and other information
regarding the Company as comprises the annual report to the stockholders of the
Company provided for in the Bylaws of the Company and such other information
regarding the Company as the holder of such option may reasonably request.
9.3 Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any Non-Employee Director any right to continue in the service
of the Company or any Affiliate or shall affect any right of the Company, its
Board or stockholders or any Affiliate to terminate the service of any
Non-Employee Director with or without cause.
9.4 No Non-Employee Director, individually or as a member of a group, and
no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any option reserved for the purposes of the
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Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.
9.5 In connection with each option made pursuant to the Plan, it shall be
a condition precedent to the Company's obligation to issue or transfer shares to
a Non-Employee Director, or to evidence the removal of any restrictions on
transfer, that such Non-Employee Director make arrangements satisfactory to the
Company to insure that the amount of any federal or other withholding tax
required to be withheld with respect to such sale or transfer, or such removal
or lapse, is made available to the Company for timely payment of such tax.
ARTICLE 10: ADJUSTMENTS UPON CHANGES IN STOCK.
10.1 If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.
10.2 In the event of: (1) a merger or consolidation in which the Company is
not the surviving corporation; (2) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (3) any
other capital reorganization in which more than 50 percent of the shares of the
Company entitled to vote are exchanged, any surviving corporation, other than
the Company, shall assume any options outstanding under the Plan or shall
substitute similar options for those outstanding under the Plan or, if the
Company is the surviving corporation, such options shall continue in full force
and effect.
ARTICLE 11: AMENDMENT OF THE PLAN
11.1 The Board at any time, and from time-to-time, may amend the Plan,
PROVIDED, HOWEVER, that the Board shall not amend the plan more than once every
six (6) months, with respect to the provisions of the Plan which relate to the
amount, price and timing of grants, other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the rules thereunder.
Except as provided in paragraph 10 relating to adjustments upon changes in
stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:
11.1.1 Increase the number of shares which may be issued under the
Plan;
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11.1.2 Modify the requirement as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to comply with the requirements of Rule 16b-3); or
11.1.3 Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to comply with the
requirements of Rule 16b-3.
11.2 Rights and obligations under any option granted before any amendment
of the Plan shall not be altered or impaired by such amendment unless (i) the
Company requests the consent of the person to whom the option was granted and
(ii) such person consents in writing.
ARTICLE 12: TERMINATION OR SUSPENSION OF THE PLAN
12.1 The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on November 17, 2007, or 10 years
from the date the option is granted, whichever is later. No options may be
granted under the Plan while the Plan is suspended or after it is terminated.
12.2 Rights and obligations under any option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted.
12.3 The Plan shall terminate upon the occurrence of any of the events
described in Section 10.2 above.
ARTICLE 13: EFFECTIVE DATE OF PLAN; CONDITION OF EXERCISE
13.1 The Plan shall become effective upon adoption by the Board of
Directors, subject to the condition subsequent that the Plan is approved by the
stockholders of the Company.
13.2 No option granted under the Plan shall be exercised or exercisable
unless and until the condition of subparagraph 13.1 above has been met.
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