<PAGE> 1
As filed with the Securities and Exchange Commission on February 27, 1997
REGISTRATION STATEMENT NO.333-
================================================================================
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.
EMPLOYEE STOCK PURCHASE 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 $.01 100,000 shares $22.75(2) $2,275,000 $690
per share
==================================================================================================================================
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
Trident International, Inc. Employee Stock Purchase 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 high and low sales prices on
the Nasdaq National Market of the Common Stock of Trident International,
Inc. on February 26, 1997 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 Annual Report on Form 10-K, containing audited financial
statements for the fiscal year ended September 30, 1996, filed with
the Securities and Exchange Commission pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on December 20, 1996;
(b) All other reports filed since September 30, 1996 pursuant to Section
13(a) or 15(d) of 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 Company
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
attorneys 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 of 1933, as amended (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. Employee Stock Purchase Plan and
Enrollment Form with respect thereto.
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
2
<PAGE> 4
(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 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 City of Brookfield, State of Connecticut, on February 26,
1997.
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.
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/S/ Elaine A. Pullen Director, President and February 26, 1997
- ------------------------------------ Chief Executive Officer
Elaine A. Pullen (Principal Executive Officer)
/S/ J. Leo Gagne Chief Financial Officer (Principal Financial February 26, 1997
- ------------------------------------ Officer and Principal Accounting Officer)
J. Leo Gagne
/S/ R. Hugh Van Brimer Chairman of the Board of Directors February 26, 1997
- ------------------------------------
R. Hugh Van Brimer
/S/ Robert S. Anderson Director February 26, 1997
- ------------------------------------
Robert S. Anderson
/S/ Russell J. Greenberg Director February 26, 1997
- ------------------------------------
Russell J. Greenberg
/S/ A. Bruce Johnston Director February 26, 1997
- ------------------------------------
A. Bruce Johnston
/S/ Norman L. Norris Director February 26, 1997
- ------------------------------------
Norman L. Norris
/S/ Michael K. Lorelli Director February 26, 1997
- ------------------------------------
Michael K. Lorelli
</TABLE>
4
<PAGE> 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Trident International, Inc. Employee Stock Purchase Plan and Enrollment
Form with respect thereto.
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.
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Trident International, Inc. Employee Stock Purchase Plan
("the Plan") is to provide eligible employees of Trident International, Inc.
(the "Company") and certain of its subsidiaries with opportunities to purchase
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). One Hundred Thousand (100,000) shares of Common Stock in the aggregate
have been approved and reserved for this purpose. The Plan is intended to
constitute an "employee stock purchase plan" within the meaning of Section
423(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall
be interpreted in accordance with that intent.
1. ADMINISTRATION. The Plan will be administered by the person or persons
(the "Administrator") appointed by the Company's Board of Directors (the
"Board") for such purpose. The Administrator has authority to make rules and
regulations for the administration of the Plan, and its interpretations and
decisions with regard thereto shall be final and conclusive. No member of the
Board or individual exercising administrative authority with respect to the Plan
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder.
2. OFFERINGS. The Company will make one or more offerings to eligible
employees to purchase Common Stock under the Plan ("Offerings"). Unless
otherwise determined by the Administrator, the initial Offering will begin on
October 1, 1996 and will end on February 28, 1997 (the "Initial Offering").
Thereafter, unless otherwise determined by the Administrator, an Offering will
begin on the first business day occurring on or after each March 1, June 1,
September 1 and December 1 and will end on the last business day occurring on or
before the following May 31, August 31, November 30 and February 28 or 29,
respectively. The Administrator may, in its discretion, designate a different
period for any Offering, provided that no Offering shall exceed six months in
duration or overlap any other Offering.
3. ELIGIBILITY. All employees of the Company (including employees who are
also directors of the Company) and all employees of each Designated Subsidiary
(as defined in Section 11) are eligible to participate in any one or more of the
Offerings under the Plan, provided that as of the first day of the applicable
Offering (the "Offering Date") they are customarily employed by the Company or a
Designated Subsidiary for more than twenty (20) hours a week and have completed
at least six (6) months of employment.
4. PARTICIPATION. An employee eligible on any Offering Date may participate
in such Offering by submitting an enrollment form to his or her appropriate
payroll location at least fifteen (15) business days before the Offering Date
(or by such other deadline as shall be established for the Offering). The form
will (a) state a whole percentage to be deducted from his or her Compensation
(as defined in Section 11) per pay period, (b) authorize the purchase of Common
Stock for him in each Offering in accordance with the terms of the Plan and (c)
specify the exact name or names in which shares of Common Stock purchased for
him are to be issued pursuant to Section 10. An employee who does not enroll in
accordance with these procedures will be deemed to have waived his or her right
to participate. Unless an employee files a new enrollment form or withdraws from
the Plan, his or her deductions and purchases will continue at the same
percentage of Compensation for future Offerings, provided he remains eligible.
Notwithstanding the foregoing, participation in the Plan will neither be
permitted nor be denied contrary to the requirements of the Code.
5. EMPLOYEE CONTRIBUTIONS. Each eligible employee may authorize payroll
deductions at a minimum of one percent (1%) up to a maximum of ten percent (10%)
of his or her Compensation for each pay period. The Company will maintain book
accounts showing the amount of payroll deductions made by each participating
employee for each Offering. No interest will accrue or be paid on payroll
deductions.
<PAGE> 2
6. DEDUCTION CHANGES. Except as may be determined by the Administrator in
advance of an Offering, an employee may not increase or decrease his or her
payroll deduction during any Offering, but may increase or decrease his or her
payroll deduction with respect to the next Offering (subject to the limitations
of Section 5) by filing a new enrollment form at least fifteen (15) business
days before the next Offering Date (or by such other deadline as shall be
established for the Offering). The Administrator may, in advance of any
Offering, establish rules permitting an employee to increase, decrease or
terminate his or her payroll deduction during an Offering.
7. WITHDRAWAL. An employee may withdraw from participation in the Plan by
delivering a written notice of withdrawal to his or her appropriate payroll
location. The employee's withdrawal will be effective as of the next business
day. Following an employee's withdrawal, the Company will refund to such
employee his or her entire account balance under the Plan as of the effective
date of withdrawal. Such refund will be paid not later than thirty (30) days
after (i) the last day of the Offering in which the employee's withdrawal
becomes effective or (ii) the employee's termination of employment, if sooner.
Partial withdrawals are not permitted. The employee may not begin participation
again during the remainder of the Offering, but may enroll in a subsequent
Offering in accordance with Section 4.
8. GRANT OF OPTIONS. On each Offering Date, the Company will grant to each
eligible employee who is then a participant in the Plan an option ("Option") to
purchase on the last day of such Offering (the "Exercise Date"), at the Option
Price hereinafter provided for, a maximum of Three Hundred (300) shares of
Common Stock reserved for the purposes of the Plan, or such other maximum number
of shares as shall have been established by the Administrator in advance of the
Offering. The purchase price for each share purchased under such Option (the
"Option Price") will be 85% of the Fair Market Value of the Common Stock on the
Offering Date or the Exercise Date, whichever is less.
Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would be
treated as owning stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 11). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in
determining the stock ownership of an employee, and all stock which the employee
has a contractual right to purchase shall be treated as stock owned by the
employee. In addition, no employee may be granted an Option which permits his or
her rights to purchase stock under the Plan, and any other employee stock
purchase plan of the Company and its Parents and Subsidiaries, to accrue at a
rate which exceeds $25,000 of the fair market value of such stock (determined on
the option grant date or dates) for each calendar year in which the Option is
outstanding at any time. The purpose of the limitation in the preceding sentence
is to comply with Section 423(b)(8) of the Code.
9. EXERCISE OF OPTION AND PURCHASE OF SHAREs. Each employee who continues
to be a participant in the Plan on the Exercise Date shall be deemed to have
exercised his or her Option on such date and shall acquire from the Company such
number of whole shares of Common Stock reserved for the purpose of the Plan as
his or her accumulated payroll deductions on such date will purchase at the
Option Price, subject to any other limitations contained in the Plan; provided
that, with respect to the Initial Offering, the exercise of each Option shall be
conditioned on the approval of the Plan by the stockholders of the Company as
described in Section 25. Any amount remaining in an employee's account at the
end of an Offering solely by reason of the inability to purchase a fractional
share will be carried forward to the next Offering; any other balance remaining
in an employee's account at the end of an Offering will be refunded to the
employee promptly.
10. ISSUANCE OF CERTIFICATES. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or in the name of a broker authorized by the
employee to be his, her or their, nominee for such purpose.
11. Definitions.
-----------
The term "Compensation" means the amount of total cash compensation,
prior to salary reduction pursuant to either Section 125 or 401(k) of the Code,
including base pay, overtime, commissions, and incentive or
2
<PAGE> 3
bonus awards, but excluding allowances and reimbursements for expenses such as
relocation allowances or travel expenses, income or gains on the exercise of
Company stock options, and similar items.
The term "Designated Subsidiary" means any present or future Subsidiary (as
defined below) that has been designated by the Board to participate in the Plan.
The Board may so designate any Subsidiary, or revoke any such designation, at
any time and from time to time, either before or after the Plan is approved by
the stockholders.
The term "Fair Market Value of the Common Stock" means (i) if the Common
Stock is admitted to trading on a national securities exchange or the NASDAQ
National Market, 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 next preceding date for which a sale was reported, or (ii) if clause (i)
does not apply but the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the highest bid and lowest asked prices reported for the Common Stock
on NASDAQ for such date or, if no bid and asked prices were reported for such
date, for the next preceding date for which such prices were reported.
The term "Parent" means a "parent corporation" with respect to the Company,
as defined in Section 424(e) of the Code.
The term "Subsidiary" means a "subsidiary corporation" with respect to the
Company, as defined in Section 424(f) of the Code.
12. RIGHTS ON TERMINATION OF EMPLOYMENT. If a participating employee's
employment terminates for any reason before the Exercise Date for any Offering,
no payroll deduction will be taken from any pay due and owing to the employee
and the balance in his or her account will be paid to him or, in the case of his
or her death, to his or her designated beneficiary as if he had withdrawn from
the Plan under Section 7. An employee will be deemed to have terminated
employment, for this purpose, if the corporation that employs him, having been a
Designated Subsidiary, ceases to be a Subsidiary, or if the employee is
transferred to any corporation other than the Company or a Designated
Subsidiary.
13. SPECIAL RULES. Notwithstanding anything herein to the contrary, the
Administrator may adopt special rules applicable to the employees of a
particular Designated Subsidiary, whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in a
jurisdiction where such Designated Subsidiary has employees; provided that such
rules are consistent with the requirements of Section 423(b) of the Code. Such
special rules may include (by way of example, but not by way of limitation) the
establishment of a method for employees of a given Designated Subsidiary to fund
the purchase of shares other than by payroll deduction, if the payroll deduction
method is prohibited by local law or is otherwise impracticable. Any special
rules established pursuant to this Section 13 shall, to the extent possible,
result in the employees subject to such rules having substantially the same
rights as other participants in the Plan.
14. OPTIONEES NOT STOCKHOLDERS. Neither the granting of an Option to an
employee nor the deductions from his or her pay shall constitute such employee a
holder of the shares of Common Stock covered by an Option under the Plan until
such shares have been purchased by and issued to him.
15. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by
a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.
16. APPLICATION OF FUNDS. All funds received or held by the Company under
the Plan may be combined with other corporate funds and may be used for any
corporate purpose.
17. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event of a
subdivision of outstanding shares of Common Stock, or the payment of a dividend
in Common Stock, the number of shares approved for the Plan, and the share
limitation set forth in Section 8, shall be increased proportionately, and such
other adjustment shall be made as may be deemed equitable by the Administrator.
In the event of any other
<PAGE> 4
change affecting the Common Stock, such adjustment shall be made as may be
deemed equitable by the Administrator to give proper effect to such event.
18. AMENDMENT OF THE PLAN. The Board may at any time, and from time to
time, amend the Plan in any respect, except that without the approval, within
twelve (12) months of such Board action, by the holders of a majority of the
shares of stock of the Company present or represented and entitled to vote at a
meeting of stockholders, no amendment shall be made increasing the number of
shares approved for the Plan or making any other change that would require
stockholder approval in order for the Plan, as amended, to qualify as an
"employee stock purchase plan" under Section 423(b) of the Code.
19. INSUFFICIENT SHARES. If the total number of shares of Common Stock that
would otherwise be purchased on any Exercise Date plus the number of shares
purchased under previous Offerings under the Plan exceeds the maximum number of
shares issuable under the Plan, the shares then available shall be apportioned
among participants in proportion to the amount of payroll deductions accumulated
on behalf of each participant that would otherwise be used to purchase Common
Stock on such Exercise Date.
20. TERMINATION OF THE PLAN. The Plan may be terminated at any time by the
Board. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be promptly refunded.
21. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and deliver
Common Stock under the Plan is subject to obtaining all governmental approvals
required in connection with the authorization, issuance, or sale of such stock.
The Plan shall be governed by Delaware law except to the extent that such
law is preempted by federal law.
22. ISSUANCE OF SHARES. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.
23. TAX WITHHOLDING. Participation in the Plan is subject to any required
tax withholding on income of the participant in connection with the Plan. Each
employee agrees, by entering the Plan, that the Company and its Subsidiaries
shall have the right to deduct any such taxes from any payment of any kind
otherwise due to the employee, including shares issuable under the Plan.
24. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by entering the
Plan, to give the Company prompt notice of any disposition of shares purchased
under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased.
25. EFFECTIVE DATE AND APPROVAL OF SHAREHOLDERS. The Plan shall take effect
on the date it is adopted by the Board, subject to approval by the holders of a
majority of the shares of stock of the Company present or represented and
entitled to vote at a meeting of stockholders, which approval must occur not
later than February 28, 1997.
<PAGE> 5
TRIDENT INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
ENROLLMENT FORM
PLEASE PRINT/TYPE
- -----------------
- ---------------------------------
Name
- --------------------------------- ----------------- -------------------
Address Employee No. Division
- ---------------------------------
PARTICIPANT CONTRIBUTIONS
- -------------------------
Contribution Rate % Indicate the percentage of total cash compensation you
--- want deducted by regular payroll deductions (1% - 10%,
whole percentages only).
AUTHORIZATION
- -------------
[ ] I hereby acknowledge receipt of a copy of the Plan's Summary Plan
Description and authorize the Company to ENROLL me in the Trident
International, Inc. Employee Stock Purchase Plan. I further acknowledge
that I must notify the Company if I sell the Shares purchased under the
Plan within the two-year holding period. I hereby authorize the Company and
its subsidiaries to withhold any taxes required to be withheld in
connection with the Plan from any payment otherwise due to me.
[ ] I hereby authorize Shares purchased under the Trident International, Inc.
Employee Stock Purchase Plan to be issued in my name and that of
___________________________ as joint tenants with rights of survivorship.*
(name of another individual)
[ ] I hereby designate the following as my beneficiary under the Trident
International, Inc. Employee Stock Purchase Plan:
---------------------------- ----------------------------
Name Relationship
----------------------------
Address
----------------------------
- --------------------------------- ----------------------------
Employee Signature Date
================================================================================
INTERNAL OFFICE USE ONLY
- ------------------------
Participant contribution % of Plan Compensation (Effective Date)
---- ------------
- --------------------------------- ----------------------------
Date received Processed by
*If this provision is not completed, the shares will be issued in your name
only.
<PAGE> 1
EXHIBIT 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
February 27, 1997
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 100,000 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. Employee
Stock Purchase 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ GOODWIN, PROCTER & HOAR LLP
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 October 25,
1996, included in Trident International Inc.'s previously filed Annual Report
on Form 10-K for the fiscal year ended September 30, 1996.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 27, 1997
