<PAGE> 1
As filed with the Securities and Exchange Commission on August 23, 1996
REGISTRATION STATEMENT NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
TRIDENT INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 06-6403301
(State of Incorporation) (I.R.S. Employer Identification Number)
1114 FEDERAL ROAD
BROOKFIELD, CONNECTICUT 06804
(203) 740-9333
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
(Full Title of the Plan)
------------------------------------
ELAINE A. PULLEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRIDENT INTERNATIONAL, INC.
1114 FEDERAL ROAD
BROOKFIELD, CONNECTICUT 06804
(203) 740-9333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
With a copy to:
John J. Egan III, Esq.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================================
Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1) Price Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,000,000 shares $19.875(2) $19,875,000 $6,854
per share
================================================================================================================================
<FN>
(1) Plus such additional number of shares as may be required pursuant to the Trident International, Inc. Amended and
Restated 1994 Stock Option and Grant Plan in the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.
(2) This estimate is based on the average of the bid and asked prices on the Nasdaq National Market of the Common
Stock of Trident International, Inc. on August 20, 1996 pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, solely for purposes of determining the registration fee.
</TABLE>
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Trident International, Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission.
(a) The Company's prospectus, containing audited financial statements
for the fiscal year ended September 30, 1995, filed with the
Securities and Exchange Commission pursuant to Rule 424(b)
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), on February 28, 1996;
(b) All other reports filed since September 30, 1995 pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and
(c) The description of the Company's common stock contained in its
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on January 30, 1996, as amended, under
Section 12 of the Exchange Act and any amendments or reports
filed for the purpose of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
In accordance with Section 145 of the General Corporation Law of the
State of Delaware, Article VII of the Company's Third Amended and Restated
Certificate of Incorporation (the "Certificate") provides that no director of
the Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the General Corporation
Law of the State of Delaware is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended.
Article V of the Company's Amended and Restated By-laws provides for
indemnification by the Company of its directors, officers and certain
non-officer employees under certain circumstances against expenses (including
attorney's fees, judgments, fines, taxes, penalties and amounts paid in
settlement) reasonably incurred in connection with the defense or settlement of
any threatened, pending or completed legal proceeding in which any such person
is involved by reason of the fact that such person is or was a director, officer
or employee of the Company if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to criminal actions or proceedings, if such person
had no reasonable cause to believe his or her conduct was unlawful.
<PAGE> 3
The Registration Rights Agreement, filed as Exhibit 10.13 to the
Company's registration statement on Form S-1 (File No. 33-80549) filed with the
Securities and Exchange Commission on December 18, 1995, as amended (the "Form
S-1"), provides for indemnification (subject to certain limitations) of the
Company, its officers and directors and persons who control the Company within
the meaning of the Securities Act or the Exchange Act, by certain stockholders
of the Company against certain liabilities arising under the securities laws in
connection with a public offering of the Company's securities conducted pursuant
to such agreement.
Under Section 8 of the Underwriting Agreement filed as Exhibit 1.1 to
the Form S-1, the underwriters of the Company's initial public offering have
agreed to indemnify, under certain conditions, the Company, its directors,
certain of its officers and persons who control the Company within the meaning
of the Securities Act or the Exchange Act against certain liabilities.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
- --------
4.1 Trident International, Inc. Amended and Restated 1994 Stock
Option and Grant Plan.
4.2 Forms of Option Agreements.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (to be included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration
statement).
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(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; 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;
(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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned 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
2
<PAGE> 4
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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Brookfield, State of Connecticut, on August 22, 1996.
TRIDENT INTERNATIONAL, INC.
By: /s/ Elaine A. Pullen
---------------------------------------
Elaine A. Pullen
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Trident International, Inc. hereby severally constitute Elaine A.
Pullen and J. Leo Gagne, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Trident International, Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Elaine A. Pullen Director, President and Chief August 22, 1996
- ------------------------------------ Chief Executive Officer
Elaine A. Pullen (Principal Executive Officer)
/s/ J. Leo Gagne Chief Financial Officer (Principal Financial August 22, 1996
- ------------------------------------ Officer and Principal Accounting Officer)
J. Leo Gagne
/s/ R. Hugh Van Brimer Chairman of the Board of Directors August 22, 1996
- ------------------------------------
R. Hugh Van Brimer
/s/ Robert S. Anderson Director August 22, 1996
- ------------------------------------
Robert S. Anderson
/s/ Russell J. Greenberg Director August 22, 1996
- ------------------------------------
Russell J. Greenberg
/s/ A. Bruce Johnston Director August 22, 1996
- ------------------------------------
A. Bruce Johnston
/s/ Norman L. Norris Director August 22, 1996
- ------------------------------------
Norman L. Norris
/s/ Michael K. Lorelli Director August 22, 1996
- ------------------------------------
Michael K. Lorelli
</TABLE>
4
<PAGE> 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4.1 Trident International, Inc. Amended and Restated 1994 Stock Option
and Grant Plan.
4.2 Forms of Option Agreements.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (to be included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 4 of this registration statement).
</TABLE>
5
<PAGE> 1
EXHIBIT 4.1
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
-----------------------------------------------------
1. PURPOSE
-------
This Amended and Restated 1994 Stock Option and Grant Plan (the
"Plan"), which was first adopted as the 1994 Stock Option and Grant Plan
effective as of October 27, 1994, is intended as a performance incentive for
officers, employees, consultants, directors and other key persons of Trident
International, Inc. (formerly, Trident Holding Corp.) (the "Company") or its
Subsidiaries (as hereinafter defined) to enable the persons to whom options are
granted (the "Optionees") to acquire or increase a proprietary interest in the
success of the Company. The Company intends that this purpose will be effected
by the granting of incentive stock options ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options ("Nonqualified Options"). The term "Subsidiaries"
includes any corporations in which stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock is owned directly or
indirectly by the Company.
2. OPTIONS TO BE GRANTED; ADMINISTRATION OF THE PLAN
-------------------------------------------------
(a) Options granted under the Plan may be either
Incentive Options or Nonqualified Options, and shall be designated as
such at the time of grant. To the extent that any option intended to be
an Incentive Option shall fail to qualify as an Incentive Option under
the Code, such option shall be deemed to be a Nonqualified Option. Each
option granted hereunder shall be embodied in a written agreement, as
described in Section 4 hereof, that is signed by the Optionee and an
authorized officer of the Company.
(b) The Plan shall be administered by a committee (the
"Option Committee") of not fewer than two directors of the Company
appointed by the Board of Directors of the Company (the "Board of
Directors"). None of the members of the Option Committee shall be an
officer or other full-time employee of the Company. It is the intention
of the Company that each member of the Option Committee shall be a
"disinterested person" as that term is defined and interpreted pursuant
to Rule 16b-3(c)(2) or any successor rule thereto promulgated under the
Securities Exchange Act of 1934, as amended (the "Act") and an "outside
director" as that term is defined and interpreted pursuant to Section
162(m) of the Code and the regulations promulgated thereunder. Subject
to the foregoing requirements of Section 2(b), the Compensation
Committee of the Board of Directors may serve as the Option Committee.
Action by the Option Committee shall require the affirmative vote of a
majority of all its members.
(c) Subject to the terms and conditions of the Plan, the
Option Committee shall have the power:
<PAGE> 2
(i) To determine from time to time the options to
be granted to eligible persons under the Plan and to prescribe
the terms and provisions (which need not be identical) of
options (including, without limitation, the number of shares
subject to each such option, the effects upon such options of
any change in control of the Company and any vesting
provisions with respect to such options) granted under the
Plan to such persons;
(ii) To construe and interpret the Plan and grants
thereunder and to establish, amend, and revoke rules and
regulations for administration of the Plan (including to
correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, in any option agreement, or in any
related agreements, in the manner and to the extent the Option
Committee shall deem necessary or expedient to make the Plan
fully effective);
(iii) To amend from time to time, as the Option
Committee may determine is in the best interests of the
Company, the terms of any outstanding options, including
without limitation, to modify the vesting schedule, exercise
price or expiration date thereof in a manner not inconsistent
with the terms of the Plan; and
(iv) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to
promote the best interests of the Company with respect to the
Plan.
All decisions and determinations by the Option Committee in the
exercise of these powers shall be final and binding upon the Company
and the Optionees.
3. STOCK SUBJECT TO THE OPTIONS
----------------------------
The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued Common
Stock, par value $.01 per share (the "Common Stock"), which may either be
authorized but unissued shares or treasury shares or shares previously reserved
for issuance upon exercise of options under the Plan, and allocable to one or
more options (or portions of options) which have expired or been canceled or
terminated (other than by exercise). The total number of shares that may be
issued under the Plan shall not exceed an aggregate of 1,000,000 shares of
Common Stock. Options with respect to no more than 250,000 shares of Common
Stock may be granted to any one individual during any one calendar year period.
Such number of shares shall be subject to adjustment as provided in Section 7
hereof.
2
<PAGE> 3
4. ELIGIBILITY
-----------
(a) Incentive Options may be granted only to employees of
the Company or its Subsidiaries, including members of the Board of
Directors who are also employees of the Company or its Subsidiaries,
who are eligible to receive an Incentive Option under the Code.
Nonqualified Options may be granted to officers, other employees and
directors of the Company or its Subsidiaries, and to consultants and
other key persons who provide services to the Company or its
Subsidiaries (regardless of whether they are also employees) and to
such other persons as the Option Committee may select from time to
time, provided, however, that no Nonqualified Options may be granted
under the Plan to any non-employee Directors of the Company except as
provided in Section 4(d) hereof.
(b) No person shall be eligible to receive any Incentive
Option under the Plan if, at the date of grant, such person
beneficially owns stock representing in excess of ten percent of the
voting power of all outstanding capital stock of the Company, unless
notwithstanding anything in this Plan to the contrary (i) the purchase
price for Common Stock subject to such option is at least 110% of the
fair market value of such Common Stock at the time of the grant and
(ii) the option by its terms is not exercisable more than five years
from the date of grant thereof.
(c) Notwithstanding any other provision of the Plan, the
aggregate fair market value (determined as of the time the option is
granted) of the Common Stock with respect to which Incentive Options
are exercisable for the first time by any individual during any
calendar year (under all plans of the Company) shall not exceed
$100,000. Any option granted under the Plan in excess of the foregoing
limitations shall be deemed to be a Nonqualified Option.
(d) Each person who first becomes a non-employee member
of the Board of Directors of the Company on or after December 1, 1995
shall automatically be granted on the date such person first becomes a
director a Nonqualified Option to purchase up to 5,000 shares of Common
Stock, which option shall become exercisable on the first anniversary
of the date of grant so long as such person continues to serve as a
director of the Company on such anniversary date. Commencing after
September 30, 1996, each non-employee member of the Board of Directors
shall receive, on the date of each annual meeting of stockholders
following such person's election as a Director, an option to purchase
up to 5,000 shares of Common Stock, which option shall become
exercisable ratably in four equal annual installments commencing on the
first anniversary of such grant date and continuing for each of the
next three anniversaries thereafter so long as such person continues to
be a director of the Company on each such anniversary date, PROVIDED,
that no such grant shall be made to any person first
3
<PAGE> 4
elected or appointed to the Board of Directors of the Company within
six months prior to any such annual meeting of stockholders.
(i) The purchase price per share of Common Stock of
each Nonqualified Option granted to a non-employee member of
the Board of Directors pursuant to this Section 4(d) shall be
the fair market value of the Common Stock on the date the
option is granted.
(ii) Options granted under this Section 4(d) shall
expire no later than the tenth anniversary of the grant date.
(iii) The provisions of this Section 4(d) shall not
be amended more than once in any six-month period, other than
to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules
thereunder. The provisions of this Section 4(d) shall apply
only to automatic grants of Nonqualified Options to
non-employee directors, and shall not be deemed to modify,
limit or otherwise apply to any other provisions of the Plan
or to any option granted thereunder to any other person.
5. TERMS OF THE OPTION AGREEMENTS
------------------------------
Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Option Committee shall from time to time
deem appropriate. Option agreements need not be identical, but each option
agreement by appropriate language shall include the substance of all of the
following provisions:
(a) EXPIRATION; TERMINATION OF EMPLOYMENT.
Notwithstanding any other provision of the Plan or of any option
agreement, each option shall expire on the date specified in the option
agreement, which date in the case of any Incentive Option shall not be
later than the tenth anniversary of the date on which the option was
granted. If an Optionee's employment with the Company terminates for
any reason, the Option Committee may in its discretion provide, at any
time, that any outstanding option granted to such Optionee under the
Plan shall be exercisable for such period following termination of
employment as may be specified by the Option Committee, subject to the
expiration date of such option; provided that no Incentive Options
shall be exercisable more than 90 days after the termination of the
applicable Optionee's employment with the Company and its Subsidiaries.
(b) EXERCISE. Each option shall be exercisable in such
installments (which need not be equal) and at such times as may be
designated by the Option Committee. To the extent not exercised,
installments shall accumulate and be
4
<PAGE> 5
exercisable, in whole or in part, at any time after becoming
exercisable, but not later than the date the option expires.
(c) PURCHASE PRICE. The purchase price per share of
Common Stock subject to each option shall be determined by the Option
Committee; provided, however, that the purchase price per share of
Common Stock subject to each Incentive Option shall be not less than
the fair market value of the Common Stock on the date such Incentive
Option is granted. For the purposes of the Plan, the fair market value
of the Common Stock shall be determined in good faith by the Option
Committee; provided, however, that (i) if the Common Stock is admitted
to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") Small-Cap Market on the date the
option is granted, the fair market value shall not be less than the
average of the highest bid and lowest asked prices of the Common Stock
on NASDAQ reported for such date or, if no prices were reported for
such date, for the last date preceding such date for which prices were
reported, (ii) if the Common Stock is admitted to trading on a national
securities exchange or the NASDAQ National Market on the date the
option is granted, the fair market value shall not be less than the
closing price reported for the Common Stock on such exchange or system
for such date or, if no sales were reported for such date, for the last
date preceding such date for which a sale was reported, and (iii) the
fair market value of the Common Stock on the effective date of the
registration statement for the Company's initial public offering shall
be the initial offering price.
(d) RIGHTS OF OPTIONEES. No Optionee shall be deemed for
any purpose to be the owner of any shares of Common Stock subject to
any option unless and until (i) the option shall have been exercised
pursuant to the terms thereof, (ii) all requirements under applicable
law and regulations shall have been complied with to the satisfaction
of the Company, (iii) the Company shall have issued and delivered the
shares to the Optionee, and (iv) the Optionee's name shall have been
entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting, dividend and other
ownership rights with respect to such shares of Common Stock.
(e) TRANSFER. No option granted hereunder shall be
transferable by the Optionee other than by will or by the laws of
descent and distribution, and such option may be exercised during the
Optionee's lifetime only by the Optionee, or his or her guardian or
legal representative.
(f) MINIMUM SHARES EXERCISABLE. Option agreements may in
the discretion of the Option Committee set forth a minimum number of
shares with respect to which an option may be exercised at any one
time.
5
<PAGE> 6
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
---------------------------------------------
(a) Any option granted under the Plan may be exercised by
the Optionee in whole or in part by delivering to the Company on any
business day a written notice specifying the number of shares of Common
Stock the Optionee then desires to purchase (the "Notice").
(b) Payment for the shares of Common Stock purchased
pursuant to the exercise of an option shall be made either: (i) in
cash, or by certified or bank check or other payment acceptable to the
Company, equal to the option exercise price for the number of shares
specified in the Notice (the "Total Option Price"); (ii) if authorized
by the applicable option agreement and if permitted by law, by delivery
of shares of Common Stock that the optionee may freely transfer having
a fair market value, determined by reference to the provisions of
Section 5(c) hereof, equal to or less than the Total Option Price, plus
cash in an amount equal to the excess, if any, of the Total Option
Price over the fair market value of such shares of Common Stock; or
(iii) by the Optionee delivering the Notice to the Company together
with irrevocable instructions to a broker to promptly deliver the Total
Option Price to the Company in cash or by other method of payment
acceptable to the Company; provided, however, that the Optionee and the
broker shall comply with such procedures and enter into such agreements
of indemnity or other agreements as the Company shall prescribe as a
condition of payment under this clause (iii).
(c) The delivery of certificates representing shares of
Common Stock to be purchased pursuant to the exercise of an option will
be contingent upon the Company's receipt of the Total Option Price and
of any written representations from the Optionee required by the Option
Committee, and the fulfillment of any other requirements contained in
the option agreement or applicable provisions of law (including payment
of any amount required to be withheld by the Company pursuant to
applicable law).
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
-----------------------------------------
(a) If the shares of the Company's Common Stock as a
whole are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of the Company,
whether through reorganization, recapitalization, reclassification,
stock dividend, stock split, combination of shares, exchange of shares,
change in corporate structure or the like, an appropriate and
proportionate adjustment shall be made in the number and kind of shares
subject to the Plan, and in the number, kind, and per share exercise
price of shares subject to unexercised options or portions thereof
granted prior to any such change. In the event of any such adjustment
in an outstanding option, the Optionee thereafter shall
6
<PAGE> 7
have the right to purchase the number of shares under such option at
the per share price, as so adjusted, which the Optionee could purchase
at the total purchase price applicable to the option immediately prior
to such adjustment.
(b) Adjustments under this Section 7 shall be determined
by the Option Committee and such determinations shall be conclusive.
The Option Committee shall have the discretion and power in any such
event to determine and to make effective provision for acceleration of
the time or times at which any option or portion thereof shall become
exercisable. No fractional shares of Common Stock shall be issued under
the Plan on account of any adjustment specified above.
8. EFFECT OF CERTAIN TRANSACTIONS
------------------------------
In the case of (i) the dissolution or liquidation of the Company, (ii)
a reorganization, merger, consolidation or other business combination in which
the Company is acquired by another entity (other than a holding company formed
by the Company) or in which the Company is not the surviving entity, or (iii)
the sale of all or substantially all of the assets of the Company to another
entity, the Plan and the options issued hereunder shall terminate upon the
effectiveness of any such transaction or event, unless provision is made in
connection with such transaction for the assumption of options theretofore
granted, or the substitution for such options of new options of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind
of shares and the per share exercise prices, as provided in Section 7. In the
event of such termination, all outstanding options shall be exercisable in full
for at least fifteen days prior to the date of such termination whether or not
otherwise exercisable during such period.
9. TAX WITHHOLDING
---------------
(a) PAYMENT BY OPTIONEE. Each Optionee shall, no later
than the date as of which the value of any option granted hereunder or
of any Common Stock issued upon the exercise of such option first
becomes includible in the gross income of the Optionee for federal
income tax purposes (the "Tax Date"), pay to the Company, or make
arrangements satisfactory to the Company regarding payment of any
federal, state, or local taxes of any kind required by law to be
withheld with respect to such income. In the event that an Optionee has
not made the arrangements described in this Section 9(a) and has not
made an election under Section 9(b) on or before the Tax Date, the
Company is hereby authorized to withhold the amount of any federal,
state or local taxes of any kind required by law with respect to such
income from any payment otherwise due to the Optionee.
(b) PAYMENT IN SHARES. An Optionee may elect to have
such tax withholding obligation satisfied, in whole or in part, by (i)
authorizing the
7
<PAGE> 8
Company to withhold from shares of Common Stock to be issued pursuant
to an option exercise a number of shares with an aggregate fair market
value (determined by the Option Committee in accordance with Section
5(c) as of the date the withholding is effected) that would satisfy the
withholding amount due, or (ii) transferring to the Company shares of
Common Stock owned by the Optionee with an aggregate fair market value
(determined by the Option Committee in accordance with Section 5(c) as
of the date the withholding is effected) that would satisfy the
withholding amount due. With respect to any Optionee who is subject to
Section 16(b) of the Act, the following additional restrictions shall
apply:
(i) the election to satisfy tax withholding
obligations in the manner permitted by this Section 9(b) shall
be made (1) at least six months prior to the Tax Date, or (2)
after the Company has been subject to the reporting
requirements of Section 13(a) of the Act for at least one
year, during the period beginning on the third business day
following the date of release of quarterly or annual summary
statements of sales and earnings of the Company and ending on
the twelfth business day following such date;
(ii) such election shall be irrevocable;
(iii) such election shall be subject to the consent
or disapproval of the Option Committee; and
(iv) the shares withheld to satisfy tax withholding
must pertain to an option which has been held by the optionee
for at least six months from the date of grant.
10. AMENDMENT OF THE PLAN
---------------------
The Board of Directors may discontinue the Plan or amend the Plan at
any time, and from time to time, subject to any required regulatory approval,
provided that any such amendment is also approved by the stockholders of the
Company if it would materially increase the benefits accruing to Optionees under
the Plan, or to the extent required by the Code to ensure that Incentive Options
granted under the Plan are qualified under Section 422 of the Code or if
determined by the Option Committee to be necessary or advisable for purposes of
the Act or otherwise. An amendment shall be binding upon options previously
granted under the Plan unless the amendment adversely effects the rights of an
Optionee, in which event the consent of the Optionee shall be required with
respect to any portion of such amendment having such effect.
8
<PAGE> 9
11. NONEXCLUSIVITY OF THE PLAN
--------------------------
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any employee any right to continued employment with the
Company.
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
-----------------------------------------------
(a) The obligation of the Company to sell and deliver
shares of Common Stock with respect to options granted under the Plan
shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Option Committee.
(b) The Plan shall be governed by Delaware law, except to
the extent that such law is preempted by federal law.
13. EFFECTIVE DATE OF THE PLAN; STOCKHOLDER APPROVAL
------------------------------------------------
The Plan shall become effective upon the date that it is approved by
the Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations within twelve months of such effective date. No
options granted under the Plan prior to such stockholder approval may be
exercised until such approval has been obtained. No options may be granted under
the Plan after the tenth anniversary of the effective date of the Plan.
* * *
APPROVED BY BOARD OF DIRECTORS: DECEMBER 12, 1995
APPROVED BY STOCKHOLDERS: JANUARY 15, 1996
9
<PAGE> 1
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT 4.2
Variable 1 Shares Variable 2
Pursuant to its Amended and Restated 1994 Stock Option and Grant Plan
(the "1994 Plan"), Trident International, Inc. (the "Company") hereby grants to
Variable 3 (the "Optionee") an Option to purchase on or prior to Variable 4 (the
"Expiration Date") all or any part of Variable 1 shares of Common Stock of the
Company, par value $0.01 per share ("Option Shares") at a price of $Variable 5
per share in accordance with the schedule set forth in SECTION 1 hereof and
subject to the terms and conditions set forth hereinafter and in the 1994 Plan.
This Option shall be construed in a manner to qualify it as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and shall be governed by the laws of Delaware.
<TABLE>
1. VESTING SCHEDULE. Subject to the provisions of SECTION 4 hereof
and SECTION 4 of the 1994 Plan, this Option shall become vested and exercisable
with respect to the following whole number of Option Shares according to the
timetable set forth below:
<CAPTION>
Percentage of Cumulative
Number of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
------------------- ---------------------- ---------
<S> <C> <C>
Less than 1 year 0% 0%
At least 1 year 25% 25%
At least 2 years 25% 50%
At least 3 years 25% 75%
At least 4 years 25% 100%
</TABLE>
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in
the following manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee") of his election to purchase some or all of the
vested Option Shares purchasable at the time of such notice. This notice shall
specify the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one
or more of the following methods: (a) in cash, by certified or bank check or
other instrument acceptable to the Committee; (b) in the form of shares of
Common Stock, par value $0.01 per share, of the Company ("Common Stock") that
are not then subject to restrictions under any Company plan and that have been
held by the Optionee for at least six (6) months; (c) by the Optionee
<PAGE> 2
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure; or (d) a
combination of (a), (b) and (c) above. Payment instruments will be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the 1994
Plan and any subsequent resale of the shares will be in compliance with
applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 1994 Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the
Company or any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interests possessing 50% or more of
the economic interest or the total combined voting power of all classes of stock
or other interests in one of the other corporations or entities in the chain (a
"Subsidiary") is terminated, the extent to which and the period within which the
Option may be exercised shall be as set forth below.
(a) TERMINATION DUE TO DEATH. If the Optionee's employment
terminates by reason of death, any Option held by the Optionee
may be exercised, to the extent exercisable at the date of death,
by the Optionee's legal representative or legatee for a period of
one (1) year from the date of death or until the Expiration Date,
if earlier.
2
<PAGE> 3
(b) TERMINATION DUE TO DISABILITY. If the Optionee's employment
terminates by reason of Disability (as defined in Section
22(e)(3) of the Code), any Option held by the Optionee may be
exercised, to the extent exercisable on the date of termination,
for a period of one (1) year from the date of termination or
until the Expiration Date, if earlier. The death of the Optionee
during the twelve (12) month period provided in this Section 4(b)
shall extend such period for six (6) months from the date of
death or until the Expiration Date, if earlier.
(c) TERMINATION FOR CAUSE. If the Optionee's employment
terminates for Cause (defined as a vote of the Board of Directors
of the Company resolving that the Optionee should be dismissed as
a result of (i) any material breach by the Optionee of any
agreement to which the Optionee and the Company are parties, (ii)
any act (other than retirement) or omission to act by the
Optionee which may have a material and adverse effect on the
business of the Company or any Subsidiary or on the Optionee's
ability to perform services for the Company or any Subsidiary,
including, without limitation, the commission of any crime (other
than ordinary traffic violations), or (iii) any material
misconduct or neglect of duties by the Optionee in connection
with the business or affairs of the Company or any Subsidiary),
any Option held by the Optionee shall immediately terminate and
be of no further force and effect.
(d) OTHER TERMINATION. If the Optionee's employment terminates
for any reason other than death, Disability or Cause, any Option
held by the Optionee may be exercised, to the extent exercisable
on the date of termination, for a period of three (3) months from
the date of termination or until the Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. OPTION SHARES. The Option Shares are shares of Common Stock as
constituted on the date of this Option, subject to adjustment as provided in
SECTION 7 of the 1994 Plan.
6. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer upon
the Optionee any right with respect to continuance of employment by the Company
or a Subsidiary, nor will it interfere in any way with any right of the
Optionee's employer to terminate the Optionee's employment at any time.
7. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the 1994 Plan, no
3
<PAGE> 4
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such share certificate is issued.
8. QUALIFICATION UNDER SECTION 422. It is understood and intended
that the Option granted hereunder shall qualify as an "incentive stock option"
as defined in Section 422 of the Code. Accordingly, the Employee understands
that in order to obtain the benefits of an incentive stock option under Section
422 of the Code, no sale or other disposition may be made of any Option Shares
acquired upon exercise of the Option within the one-year period beginning on the
day after the day of the transfer of such Option Shares to him or her, nor
within the two-year period beginning on the day after the grant of the Option.
If the Employee intends to dispose or does dispose (whether by sale, gift,
transfer or otherwise) of any such Option Shares within these periods, he or she
will notify the Company within thirty (30) days after such disposition.
Share Options which become exercisable for the first time by the
Optionee during any calendar year will only qualify as incentive stock options
under Section 422 of the Code to the extent that the aggregate fair market value
of the Option Shares underlying such Share Options as of the date of grant does
not exceed $100,000. Any such Share Options relating to Option Shares in excess
of $100,000 will be treated as nonqualified stock options under the Code.
9. TAX WITHHOLDING. No later than the date as of which part or all
of the value of any shares of Common Stock received under the 1994 Plan first
becomes includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with SECTION 9
of the 1994 Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income.
10. THE 1994 PLAN. In the event of any discrepancy or inconsistency
between this Agreement and the 1994 Plan, the terms and conditions of the 1994
Plan shall control.
11. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
TRIDENT INTERNATIONAL, INC.
By
-------------------------------------
Name
4
<PAGE> 5
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
----------------------------------------
Variable 3, Optionee
Date:
-----------------------------
<PAGE> 6
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
For Employees
Variable 1 Shares Variable 2
Pursuant to its Amended and Restated 1994 Stock Option Plan (the "1994
Plan"), Trident International, Inc. (the "Company") hereby grants to Variable 3
(the "Optionee") an Option to purchase on or prior to Variable 4 (the
"Expiration Date") all or any part of Variable 1 shares of Common Stock of the
Company, par value $0.01 per share ("Option Shares") at a price of $Variable 5
per share in accordance with the schedule set forth in SECTION 1 hereof and
subject to the terms and conditions set forth hereinafter and in the 1994 Plan.
This Option does not qualify as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and consequently
shall be treated as a non-qualified stock option for tax purposes. This Option
shall be governed by the laws of Delaware.
<TABLE>
1. VESTING SCHEDULE. Subject to the provisions of SECTION 4 hereof
and SECTION 4 of the 1994 Plan, this Option shall become vested and exercisable
with respect to the following whole number of Option Shares according to the
timetable set forth below:
<CAPTION>
Percentage of Cumulative
Number of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
------------------- ---------------------- ---------
<S> <C> <C>
Less than 1 year 0% 0%
At least 1 year 20% 20%
At least 2 years 20% 40%
At least 3 years 20% 60%
At least 4 years 20% 80%
At least 5 years 20% 100%
</TABLE>
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in
the following manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee") of his election to purchase some or all of the
vested Option Shares purchasable at the time of such notice. This notice shall
specify the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one
or more of the following methods: (a) in cash, by certified or bank check or
other instrument acceptable
<PAGE> 7
to the Committee; (b) in the form of shares of Common Stock, par value $0.01 per
share, of the Company ("Common Stock") that are not then subject to restrictions
under any Company plan and that have been held by the Optionee for at least six
(6) months; (c) by the Optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to
pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure; or (d) a combination of (a), (b) and (c) above. Payment
instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the 1994
Plan and any subsequent resale of the shares will be in compliance with
applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 1994 Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. TERMINATION OF EMPLOYMENT. If the Optionee's employment by the
Company or any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interests possessing 50% or more of
the economic interest or the total combined voting power of all classes of stock
or other interests in one of the other corporations or entities in the chain (a
"Subsidiary") is terminated, the extent to which and the period within which the
Option may be exercised shall be as set forth below.
(a) TERMINATION DUE TO DEATH. If the Optionee's employment
terminates by reason of death, any Option held by the Optionee
may be exercised, to the extent exercisable at the date of death,
by the Optionee's legal representative or
2
<PAGE> 8
legatee for a period of one (1) year from the date of death or
until the Expiration Date, if earlier.
(b) TERMINATION DUE TO DISABILITY. If the Optionee's employment
terminates by reason of Disability (as defined in Section
22(e)(3) of the Code), any Option held by the Optionee may be
exercised, to the extent exercisable on the date of termination,
for a period of twelve (12) months from the date of termination
or until the Expiration Date, if earlier. The death of the
Optionee during the twelve (12) month period provided in this
Section 4(b) shall extend such period for six (6) months from the
date of death or until the Expiration Date, if earlier.
(c) TERMINATION FOR CAUSE. If the Optionee's employment
terminates for Cause (defined as a vote of the Board of Directors
of the Company resolving that the Optionee should be dismissed as
a result of (i) any material breach by the Optionee of any
agreement to which the Optionee and the Company are parties, (ii)
any act (other than retirement) or omission to act by the
Optionee which may have a material and adverse effect on the
business of the Company or any Subsidiary or on the Optionee's
ability to perform services for the Company or any Subsidiary,
including, without limitation, the commission of any crime (other
than ordinary traffic violations), or (iii) any material
misconduct or neglect of duties by the Optionee in connection
with the business or affairs of the Company or any Subsidiary),
any Option held by the Optionee shall immediately terminate and
be of no further force and effect.
(d) OTHER TERMINATION. If the Optionee's employment terminates
for any reason other than death, Disability or Cause, any Option
held by the Optionee may be exercised, to the extent exercisable
on the date of termination, for a period of three (3) months from
the date of termination or until the Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. OPTION SHARES. The Option Shares are shares of Common Stock as
constituted on the date of this Option, subject to adjustment as provided in
SECTION 7 of the 1994 Plan.
6. NO SPECIAL EMPLOYMENT RIGHTS. This Option will not confer upon
the Optionee any right with respect to continuance of employment by the Company
or a Subsidiary, nor will it interfere in any way with any right of the
Optionee's employer to terminate the Optionee's employment at any time.
3
<PAGE> 9
7. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the 1994 Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such share certificate is issued.
8. TAX WITHHOLDING. No later than the date as of which part or all
of the value of any shares of Common Stock received under the 1994 Plan first
becomes includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with SECTION 9
of the 1994 Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income.
9. THE 1994 PLAN. In the event of any discrepancy or inconsistency
between this Agreement and the 1994 Plan, the terms and conditions of the 1994
Plan shall control.
10. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionees at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
TRIDENT INTERNATIONAL, INC.
By
--------------------------------------
Title
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
Variable 3, Optionee
Date:
-----------------------------
<PAGE> 10
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
For Independent Directors
Upon Grant on Date of Annual Meeting
Variable 1 Shares Variable 2
Pursuant to its Amended and Restated 1994 Stock Option and Grant Plan
(the "1994 Plan"), Trident International, Inc. (the "Company") hereby grants to
Variable 3 (the "Optionee") an Option to purchase on or prior to Variable 4 (the
"Expiration Date") all or any part of Variable 1 shares of Common Stock of the
Company, par value $0.01 per share ("Option Shares") at a price of $Variable 5
per share in accordance with SECTION 1 hereof and subject to the terms and
conditions set forth hereinafter and in the 1994 Plan. This Option does not
qualify as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and consequently shall be treated as a
non-qualified stock option for tax purposes. This Option shall be governed by
the laws of Delaware.
1. VESTING SCHEDULE. Subject to the provisions of SECTION 4 hereof
and SECTION 4 of the 1994 Plan, this Option shall become 100% vested on a pro
rata basis over a four-year term, with twenty-five percent (25%) of the Option
Shares becoming vested on each of the first four anniversaries of the grant
hereof so long as such person continues to be a director of the Company on each
such anniversary date. If the Optionee ceases to serve as a Director because of
Disability (as defined in Section 22(e)(3) of the Code), or death, this Option
shall become vested and fully exercisable as of the date of cessation
notwithstanding the foregoing vesting schedule.
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in
the following manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee"), of his election to purchase some or all of the
vested Option Shares purchasable at the time of such notice. This notice shall
specify the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one
or more of the following methods: (a) in cash, by certified or bank check or
other instrument acceptable to the Committee; (b) in the form of shares of
Common Stock, par value $0.01 per share, of the Company ("Common Stock") that
are not then subject to restrictions under any Company plan and that have been
held by the Optionee for at least six (6) months; (c) by the Optionee delivering
to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided
that in the event the
<PAGE> 11
Optionee chooses to pay the option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure; or (d) a combination of (a), (b) and (c)
above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the 1994
Plan and any subsequent resale of the shares will be in compliance with
applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 1994 Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. TERMINATION AS DIRECTOR. If the Optionee ceases to be a Director
of the Company, the extent to which and the period within which the Option may
be exercised shall be as set forth below.
(a) TERMINATION FOR CAUSE. If the Optionee ceases to be a
Director for Cause (defined as a vote of two-thirds of the total
votes which would be eligible to be cast by stockholders in the
election of such Optionee resolving that the Optionee should be
dismissed as a result of (i) conviction of a felony, (ii)
declaration of unsound mind by order of court, (iii) gross
dereliction of duty, (iv) commission of any action involving
moral turpitude, or (v) commission of an action which constitutes
intentional misconduct or a knowing violation of law if such
action in either event results both an improper substantial
personal benefit and a material injury to the Company), any
Option held by the Optionee shall immediately terminate and be of
no further force and effect.
(b) OTHER TERMINATION. If the Optionee ceases to be a Director
for any reason other than for Cause, any Option held by the
Optionee may be exercised,
2
<PAGE> 12
to the extent exercisable on the date of termination, for a
period of one (1) year from the date of termination or until the
Expiration Date, if earlier.
5. OPTION SHARES. The Option Shares are Common Stock as constituted
on the date of this Option, subject to adjustment as provided in SECTION 7 of
the 1994 Plan.
6. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Common Stock that may be purchased by exercise
of this Option unless and until a certificate or certificates representing such
shares are duly issued and delivered to the Optionee. Except as otherwise
expressly provided in the 1994 Plan, no adjustment shall be made for dividends
or other rights for which the record date is prior to the date such share
certificate is issued.
7. THE 1994 PLAN. In the event of any discrepancy or inconsistency
between this Agreement and the 1994 Plan, the terms and conditions of the 1994
Plan shall control.
8. MISCELLANEOUS. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
TRIDENT INTERNATIONAL, INC.
By
--------------------------------------
Title
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
----------------------------------------
Variable 3, Optionee
Date:
-----------------------------
3
<PAGE> 1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
EXHIBIT 5.1
August 23, 1996
Trident International, Inc.
1114 Federal Road
Brookfield, Connecticut 06804
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 1,000,000
shares of common stock, par value $.01 per share (the "Shares"), of Trident
International, Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the Third
Amended and Restated Certificate of Incorporation and the Amended and Restated
Bylaws of the Company; such records of the corporate proceedings of the Company
as we deemed material; a registration statement on Form S-8 under the Securities
Act relating to the Shares (the "Registration Statement") and the prospectus
contained therein (the "Prospectus"); the Trident International, Inc. Amended
and Restated 1994 Stock Option and Grant Plan; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Prospectus,
the Shares will be legally issued, fully paid and nonassessable shares of common
stock, par value $.01 per share, of the Company.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
<PAGE> 2
GOODWIN, PROCTER & HOAR LLP
Trident International, Inc.
August 23, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 5, 1995
(except with respect to the matters discussed in Note 15 as to which the date
is December 18, 1995) included in Trident International Inc.'s previously filed
Registration Statement File No. 33-80549.
ARTHUR ANDERSEN LLP
Hartford, Connecticut
August 23, 1996
