<PAGE>
As filed with the Securities and Exchange Commission on January __, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
THE JPM COMPANY
---------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702908
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Route 15 North
Lewisburg, Pennsylvania 17837
- ---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
____________________
THE JPM COMPANY
1993 STOCK OPTION PLAN
----------------------------------------------
(Full title of plan)
____________________
John H. Mathias, Chairman of the Board and Chief Executive Officer
The JPM Company
Route 15 North
Lewisburg, Pennsylvania 17837
-------------------------------------
(Name and address of agent for service)
(717) 524-8200
----------------------------------
(Telephone number, including area code,
of agent for service)
____________________
Copy to:
Shaun R. Eisenhauer, Esquire
Duane, Morris & Heckscher
P.O. Box 1003
305 North Front Street
Harrisburg, Pennsylvania 17108-1003
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $18.88 $5,664,000 $1,954
par value $.000067
=====================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the 1993 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low prices of the Common Stock of the Company
on The Nasdaq Stock Market's National Market on January 13, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-K of The JPM Company (the "Company")
for the year ended September 30, 1996 as filed by the Company with the
Securities and Exchange Commission (the "Commission") on December 13, 1996.
(b) The Company's Proxy Statement on Schedule 14A for the Annual
Meeting of the Company to be held on January 28, 1997 as filed by the Company
with the Commission on December 19, 1996.
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, as amended, on February 9, 1996 under the captions
"Description of Capital Stock" and "Dividend Policy."
All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, 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 reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's Amended Articles and Bylaws limit the liability of its
directors to the maximum extent permitted by Pennsylvania law. Thus, the
directors of the Company are not personally liable for monetary damages for any
action taken, or any failure to take any action, unless the director has
breached or failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness. Such
limitation does not apply to any responsibility or liability pursuant to
criminal statute or liability for the payment of taxes pursuant to local, state
or federal law.
The Company's Amended Bylaws require the Company to indemnify its
directors and officers against expenses and certain other liabilities arising
out of their conduct on behalf of the Company to the maximum extent and under
all circumstances provided by law. In addition, the Bylaws authorize the Company
to maintain liability insurance for its directors and officers.
The Company provides liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of the Company up to an aggregate
of $1,000,000 inclusive of defense costs, expenses and charges.
At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee or agent where indemnification will be required or
permitted under the Company's Amended Articles and Bylaws.
Item 7. Exemption from Registration Claimed.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
(4) The JPM Company 1993 Stock Option Plan.
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included in their opinion filed
as Exhibit 5).
(23)(B) Consent of Price Waterhouse LLP.
(24) Power of Attorney (see page II-4 of this Registration Statement).
Item 9. Undertakings.
The registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(b) that for purposes of determining any liability under the 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 offer thereof; and
II-2
<PAGE>
(c) 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.
The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
(1993 Stock Option Plan)
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 Lewisburg, Pennsylvania on January 16, 1997.
THE JPM COMPANY
By: /s/ John H. Mathias
-------------------------------------
John H. Mathias, Chairman of
the Board and Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints John H. Mathias and William D. Baker, and each or
either of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution, for such person, and in such person's name,
place and stead, in any and all capacities to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ John H. Mathias Chairman, Chief Executive January 16, 1997
- --------------------------- Officer and
John H. Mathias Director (principal executive
officer)
/s/ James P. Mathias President and Director January 16, 1997
- ---------------------------
James P. Mathias
/s/ William D. Baker Chief Financial Officer and January 16, 1997
- --------------------------- Treasurer
William D. Baker (principal financial and
accounting officer)
/s/ Janet B. Mathias Secretary and Director January 16, 1997
- ---------------------------
Janet B. Mathias
/s/ Steven M. Brody Director January 16, 1997
- ---------------------------
Steven M. Brody
/s/ Bruce M. Eckert Director January 16, 1997
- ---------------------------
Bruce M. Eckert
/s/ Wayne A. Bromfield Director January 16, 1997
- ---------------------------
Wayne A. Bromfield
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit Page
(4) The JPM Company 1993 Stock Option Plan.
(5) Opinion of Duane, Morris & Heckscher.
(23)(A) Consent of Duane, Morris & Heckscher (included
in their opinion filed as Exhibit 5).
(23)(B) Consent of Price Waterhouse LLP.
(24) Power of Attorney (included on signature
page II-4).
<PAGE>
EXHIBIT (4)
<PAGE>
THE JPM COMPANY
Stock Option Plan of 1993
SECTION I
---------
PURPOSE
-------
This Plan (the "Plan") is intended to provide a means for the granting of
awards (each such award, the "Award") of stock options and stock appreciation
rights to selected key employees of The JPM Company (the "Company") and such of
its domestic or foreign, present or future, affiliated companies as shall be
designated from time to time by the Company's Board of Directors (the "Board")
(each such employee, upon receipt of an Award, a "Participant"). This Plan is
designed to: (a) provide incentives and rewards to those employees who are in a
position to contribute to the long-term growth and profitability of the Company;
(b) assist the Company and such affiliated companies (the "Affiliates") to
attract, retain and motivate personnel with experience and ability; and (c) make
the Company's compensation program more competitive with those of other major
employers. The Company expects that by providing such Awards it will benefit
from the added interest which such personnel will have in the success of the
Company and/or the Affiliates as a result of their proprietary interest.
For purposes of this Plan, an Affiliate shall mean any corporation defined
as a subsidiary corporation under Section 424(f) of the Internal Revenue Code
(the "Code").
SECTION II
----------
ADMINISTRATION
--------------
2.1 This Plan shall be administered by a committee composed of at least
three members of the Board (the "Committee") who shall be appointed by the
Chairman of the Board. Members of the Committee shall not be eligible to
receive Awards under this Plan and no individual may participate as a member of
the Committee in the administration of this Plan if he shall have been granted
or awarded Awards or any other stock options of the Company or any of its
Affiliates under this plan or any other plan of the Company or its Affiliates at
any time within one year prior to serving on the Committee. Subject to the
express provisions of this Plan and to such orders or resolutions not
inconsistent with the provisions of this Plan as may be issued or adopted from
time to time by the Board, the Committee shall have full power and authority, in
its discretion, to grant Awards; to determine to whom and the time when Awards
will be granted; to designate Awards as incentive stock options or nonqualified
stock options or stock appreciation rights; to determine the purchase price of
the common stock covered by each option and the term of each option; to
determine the terms and provisions of the option price of the common stock
covered by each option and the term of each option; to determine the terms and
provisions of the option agreements (which need not be identical ) entered into
in connection with Awards under this Plan; to interpret this Plan; to supervise
the administration of this Plan; to prescribe, amend and rescind rules and
regulations relating to this Plan; and to make all other determinations and take
any other action deemed necessary or desirable to the proper operation
<PAGE>
or administration of this Plan. The Committee may authorize such of the
Company's officers or other persons to perform such functions with respect to
the execution and administration of this Plan (other than the interpretation of
this Plan and the adoption of rules governing its execution and administration)
as the Committee shall determine from time to time.
2.2 All decisions made by the Committee pursuant to the powers vested in
it by this Plan document and related orders or resolutions of the Board shall be
final and binding on all persons (including Participants, the Company and any
stockholder and/or employee of the Company or an Affiliate). No member of the
Committee shall be liable for any action or determination made in good faith
with respect to this Plan or any Award granted under it.
2.3 Neither the Committee, the Board, the Company nor any officers or
employees of the Company shall have any duty to advise Participants of any
rules, interpretations or determinations by the Committee, and each Participant
shall be bound by such rules, interpretations or determinations upon
communication thereof to such Participant, effective as of such date (prior to,
subsequent to or concurrent with such communication) that each such rule,
interpretation or determination shall have been intended to be effective by the
Committee.
SECTION III
-----------
SCOPE AND DURATION
------------------
3.1 Awards under this Plan may be granted in the form of incentive stock
options (the "ISOs") as provided in Section 422 of the Code or in the form of
nonqualified stock options (the "NQSOs"). Options (unless otherwise indicated,
references in this Plan to "Options" include ISOs and NQSOs) may, at the option
of the Committee, be accompanied by stock appreciation rights (the "SARs"). As
used in the preceding sentence, the term "stock appreciation rights" means
rights to receive the payment provided for in Section 7, upon the surrender of
an unexercised related Option.
3.2 The total number of shares of common stock of the Company (the
"Stock") as to which Options or SARs may be granted under this Plan during the
period ending April 30, 2003 shall be 300,000 shares of Stock or from shares
reacquired by the Company (including shares purchased in the open market).
3.3 As provided in Section 13, this Plan shall terminate on June 30, 2003.
SECTION IV
----------
ELIGIBLE EMPLOYEES
------------------
The persons who shall be eligible to receive Awards under this Plan shall
be such key executive employees (including officers and directors who are
employees) of the Company or an Affiliate, without limitation as to length of
service, who are from time to time serving in a managerial, administrative or
professional position which is recommended to, and authorized by, the Committee
for Awards under this Plan. The term "key executive employees" shall mean any
-2-
<PAGE>
salaried or supervisory employee of the Company or any subsidiary who is deemed
by the Committee to be performing services of importance to management,
operation or development of the Company. The directors of the Company shall not
be eligible to participate in the Plan as directors, but directors otherwise
qualified shall be eligible to participate. An employee who has been granted an
Option hereunder may be granted an additional option or options, if the
Committee shall so determine.
SECTION V
---------
GRANTING AWARDS
---------------
5.1 Subject to the limitations of this Plan, the Committee, at any time
and from time to time, and after such consultation with and consideration of the
recommendations of management as the Committee deems desirable, shall select
from eligible employees those persons to be granted Awards and determine that
time when each Award shall be granted, the number of shares of Stock to be
subject to an Option and the terms and conditions, consistent with this Plan,
upon which Options are to be awarded. The Committee shall make Awards to the
key employees so selected for the number of Options and upon the terms and
conditions so determined. No Options and underlying shares of Stock shall be
issued or distributed under this Plan unless and until all legal requirements
applicable to the issuance or transfer of such Options and/or Stock have been
complied with to the satisfaction of the Committee and the Company.
5.2 No Option shall be granted hereunder to any employee who, at the time
such Option is to be granted, owns stock of the Company or of any of its
Affiliates possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any such Affiliate. For purposes of the
preceding sentence, the attribution rules of stock ownership set forth in
Section 424(d) of the Code shall apply.
5.3 No Awards shall be granted under this Plan after its termination on
June 30, 2003, but Awards prior to such termination date may extend beyond that
date, and the terms of this Plan shall continue to apply to such Awards.
SECTION VI
----------
TERMS AND CONDITIONS OF OPTION
------------------------------
6.1 General. Each Option granted pursuant to this Plan shall be subject
to all of the terms and conditions hereinafter provided in this Section VI, all
other terms and conditions as may be provided in any other Section of this Plan,
and such other terms and conditions ("Discretionary Conditions") as may be
specified by the Committee with respect to the Option and the Stock covered
thereby at the time of the making of the Award or as may be specified thereafter
by the Committee in the exercise of its powers under this Plan. Without
limiting the foregoing, it is understood that the Committee may, at any time and
from time to time after the granting of an Award under this Plan, specify such
additional terms and conditions with respect to such Award as may be deemed
necessary or appropriate to ensure compliance with any and all applicable laws
and regulations, including, but not limited to, terms and conditions for
-3-
<PAGE>
compliance with Federal and state securities laws, methods of withholding or
providing for the payment of required taxes, and approvals by any governmental
agencies or national securities exchanges as may be required. The terms and
conditions with respect to any Award, or with respect to any Award to any
Participant, need not be identical with the terms and conditions with respect to
any Award to any other Participant.
6.2 Option Agreement. Receipt of an Option shall be subject to execution
of a written agreement (the "Option Agreement") between the Company and the
Participant, in a form approved by the Committee, which shall set forth the
number of Options Awarded, the number of shares of Stock that may be purchased
pursuant to such Options, the applicable Option Price (as defined herein) and
such other terms and conditions provided in this Plan as may be deemed
appropriate by the Committee, including, but not limited to, any such
Discretionary Conditions. The Option Agreement shall be subject to, and shall
be deemed amended to include, such additional Discretionary Conditions as the
Committee may thereafter specify in the exercise of its powers under this Plan.
A fully executed original counterpart of the Agreement shall be provided to the
Company and the Participant.
6.3 Option Price. The purchase price of the Stock covered by each Option
shall be determined by the Committee, but in no event shall the Option Price of
ISOs be less than 100% of the Fair Market Value of such Stock on the date the
Option is granted, nor the Option Price of NQSOs be less than 85% of the Fair
Market Value of such Stock on the date the Option is granted. As used in this
Plan, "Fair Market Value" of a share shall be the closing selling price on the
applicable date (the "Valuation Date") if the shares were traded on a stock
exchange on the Valuation Date; if the shares were not so traded, Fair Market
Value shall be the mean of closing bid and asked prices on the Valuation Date.
If there were no sales or reported bid and asked prices on the Valuation Date,
the Committee shall determine the Fair Market Value.
6.4 Term of Option. The duration of each Option granted under this Plan
shall be not more than 10 years from the date of grant, as the Committee shall
determine, subject to earlier termination as provided in Sections 9, 10 and 11.
6.5 A. No Option shall be exercisable during the year ending on the first
anniversary date of the granting of the Option. Thereafter, subject to the
provisions of this Plan and unless otherwise provided in the Option Agreement,
an Option may be exercised, at any time or from time to time (subject, in the
case of ISOs, to such restrictions as may be imposed from time to time by the
Code), as to any and all full shares of Stock subject to the Option by giving
written notice to the Company of the exercise of the Option. Except as provided
in Sections 9 and 10, no Option may be exercised at any time unless the
Participant is then a regular full-time employee of the Company or an Affiliate.
B. The Option Price for the shares as to which an Option is exercised
shall be paid to the Company in full on or within 10 days after the date of
exercise. At the election of the Participant, such payment may be (i) in cash,
(ii) in shares of Stock owned by the Participant prior to exercising the Option
and having a Fair Market Value on date of payment
-4-
<PAGE>
equal to the Option Price for the shares of Stock being purchased and satisfying
such other requirements as may be imposed by the Committee, or (iii) partly in
cash and partly in such shares of Stock. In addition, prior to delivery of the
shares of Stock, any amount necessary to satisfy applicable Federal, state or
local tax requirements shall be paid promptly upon notification of the amount
due. Stock acquired by the Participant which is identified as having been
obtained through an ISO under this Plan and still subject to ISO holding
requirements as defined in the Code, may note be tendered in payment of the
Option Price.
6.6 Rights as a Stockholder. No Participant shall have any rights to
dividends or other rights of a stockholder with respect to shares of Stock
subject to an Option until the Participant has given written notice of exercise
of the Option, has paid in full the Option Price for such shares of Stock and
has otherwise complied with this Plan, the Option Agreement and such rules and
regulations as may be established by the Committee.
6.7 Limitations of ISOs.
A. The aggregate Fair Market Value (determined as of the time of
grant) of the Stock or any other stock for which an employee may be granted ISOs
in any calendar year (under this plan and any other plan of the Company, any
Affiliate or any predecessor of any such corporation) shall not exceed $100,000,
as set forth in Section 422(d) of the Code.
B. ISOs shall also comply with any other restrictions and limitations
imposed by Section 422 of the Code not otherwise provided in the Plan.
C. In the event of amendments to the Code or applicable rules or
regulations relating to ISOs awarded subsequent to the date hereof, the Company
may amend the provisions of this Plan and the Company and the Participants
holding ISOs may agree to amend outstanding Option Agreements to conform to such
amendments.
6.8 Investment Purpose.
A. Each Option under this Plan shall be granted on the condition that
the purchases of shares of Stock hereunder shall be for investment purposes, and
not with a view to resale or distribution, except that in the event that Stock
subject to such Option is registered under the Securities Act of 1933, as
amended, or in the event of a resale of such Stock without registration
thereunder would otherwise be permissible, such condition shall be inoperative
if in the opinion of counsel for the Company such condition is not required
under the Securities Act of 1933 or any other applicable law, regulation or rule
of any governmental agency.
B. The Committee may require each person purchasing shares of Stock
pursuant to exercise of an Option to represent to and agree with the Company in
writing that such shares are being acquired for investment and without a view to
distribution thereof. The certificates for shares of Stock so purchased may
include any legend which the Committee deems
-5-
<PAGE>
appropriate to reflect any restriction on transfer. The Committee also may
impose, in its discretion, as a condition of any Option, any restrictions on the
transferability of shares of Stock acquired through the exercise of such Option
as it may deem fit. Without limiting the generality of the foregoing, the
Committee may impose conditions restricting absolutely the transferability of
shares of Stock acquired through the exercise of Options for such periods as the
Committee may determine and, further, in the event a Participant's employment by
the Company or an Affiliate terminates during the period in which such shares of
Stock are nontransferable, the Participant may be required, if required by the
related Option Agreement, to sell such Stock back to the Company at such price
and on such other terms as the Committee may have specified in the Option
Agreement.
C. A Participant shall give prompt notice to the Company of any
disposition of shares of Stock acquired upon exercise of an ISO if such
disposition occurs within either two (2) years after grant or one (1) year after
receipt of such shares by the Participant.
SECTION VII
-----------
NONTRANSFERABILITY OF OPTIONS
-----------------------------
Options granted under this Plan shall not be transferable by the
Participant other than by will or by the laws of descent and distribution.
During the lifetime of a Participant, Options may be exercised only by the
Participant. Options exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the
Participant.
SECTION VIII
------------
TERMINATION OF EMPLOYMENT
-------------------------
If, prior to the expiration of the Option Period, a Participant shall cease
to be employed by the Company or an Affiliate (other than be reason of death or
disability of the Participant), each Option shall remain exercisable for a
period of three (3) months from the date of cessation of employment (but not
later than the end of the Option Period) to the extent it was exercisable at the
time of cessation of employment, and thereafter all such Options shall
terminate.
SECTION IX
----------
DEATH OR DISABILITY OF PARTICIPANT
----------------------------------
If, prior to the end of the Option Period, the Participant shall cease to
be employed by the Company or an Affiliate by reason of death or disability,
each Option shall remain exercisable for a period of one year from the date of
cessation of employment (but no later than the end of the Option Period) to the
extent that it was exercisable at the time of cessation of employment. As used
in this Section X and elsewhere in this Plan, the term "disability" means a
physical or mental impairment sufficient to make the individual eligible for
benefits under the Long-Term Disability Plan of The JPM Company or an Affiliate
(whether or not a participant in such plan), so long as such impairment also
constitutes a disability within the meaning of Section 22(e)(3) of the Code.
-6-
<PAGE>
SECTION X
---------
FORFEITURE UPON OCCURRENCE OF CERTAIN ACTS
------------------------------------------
Notwithstanding any other provision of this Plan, no payment of any Award
shall be made and all rights of the Participant who received such Award (or his
designated beneficiary or legal representatives) to the payment thereof under
this Plan shall be forfeited if, prior to the time of such payment, the
Participant (i) shall be employed without the Company's of Affiliate's consent
by a competitor of, or shall be engaged in any activity in competition with, the
Company or an Affiliate; (ii) divulges without the consent of the Company any
secret or confidential information belonging to the Company or an Affiliate; or
(iii) has been dishonest or fraudulent in any matter affecting the Company. The
Company shall give a Participant written notice of the occurrence of any such
event prior to making any such forfeiture. The determination of the Committee
as to the occurrence of any of the events specified in the foregoing clauses
(i), (ii), and (iii) of this Section X shall be conclusive and binding upon all
persons for all purposes. Any Award shall be subject to forfeiture for the
reasons provided in this Section in such manner as shall be provided by the
Committee.
SECTION XI
----------
STOCK ADJUSTMENTS
-----------------
11.1 In the event that the shares of Stock shall be changed into or
exchanged for a different number or kind of shares of stock of the Company or of
another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, stock split, combination of shares or
otherwise), or if the number of such shares of Stock shall be increased through
the payment of a stock dividend, then there shall be substituted for or added to
each share of Stock subject to, or which may become subject to, and Option under
this Plan, the number and kind of shares into which each outstanding share of
Stock shall be exchanged, or to which each such share shall be entitled, as the
case may be. Outstanding Options shall also be appropriately amended as to
Option Price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind of
outstanding shares of the Stock, or of any shares into which such shares shall
have been changed, or for which the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in any Option
theretofore granted or which may be granted under this Plan, such adjustments
shall be made in accordance with such determination.
11.2 Fractional shares resulting from any adjustment in Options pursuant
to this Section XI may be settled in cash or otherwise as the Committee shall
determine. Notice of any adjustment shall be given by the Company to each
holder of an Option which shall have been so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of this Plan.
11.3 The Committee shall have the power, in the event of any merger or
consolidation of the Company with or into any other corporation, or the merger
or consolidation of any other corporation with or into the Company, or the sale
of all or substantially all of the assets of the
-7-
<PAGE>
Company, or an offer to purchase made by a party other than the Company to all
stockholders of the Company for all or any substantial portion of the
outstanding Stock, to amend all outstanding Options to permit the exercise of
all such Options prior to the effectiveness of any such merger, consolidation or
sale of the expiration of any such offer to purchase and to terminate such
Options as of such effectiveness or expiration.
11.4 In making the adjustments provided for by this Section XI,
consideration shall be given to applicable tax laws in order to avoid a
premature lapse or disqualifying disposition of an Option due solely to such
adjustment.
SECTION XII
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EFFECTIVE DATE, TERMINATION AND AMENDMENT OF THE PLAN
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12.1 This Plan shall become effective on July 1, 1993, having been
approved by the Company's stockholders at the April 30, 1993 Meeting of
Stockholders. This Plan shall terminate on June 30, 2003.
12.2 The Board may, insofar as permitted by law, from time to time and at
any time, with respect to any shares at the time not subject to Options,
terminate, suspend, alter, amend or discontinue this Plan, in whole or in part,
except that no such modification, alteration, amendment or discontinuation
shall, without the Participant's consent, impair the rights of any Participant
under any Option granted to such Participant, except in accordance with the
provisions of this Plan and/or the Option Agreement applicable to any such
Award, and except, further, that no modification, alteration or amendment shall,
without the approval by the holders of a majority of the then-outstanding voting
stock of the Company represented and entitled to vote at a stockholders'
meeting:
(i) Increase the total number of shares reserved for the purposes
of this Plan, except as provided in Section XII of this Plan;
(ii) Decrease the Option Price of any ISO to less than 100% of Fair
Market Value on the date of grant of any Option;
(iii) Decrease the Option Price of any NQSO to less than 85% of Fair
Market Value on the date of grant of any Option;
(iv) Materially increase the benefits accruing to Participants under
this Plan.
SECTION XIII
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MISCELLANEOUS
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13.1 No Rights to Continued Employment or Award. This Plan does not,
directly or indirectly, create any right for the benefit of any employee or
class of employees to receive any Awards under this Plan, or create in any
employee or class of employees any right with respect
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<PAGE>
to continuation of employment by the Company or an Affiliate, and it shall not
be deemed to interfere in any way with the Company's or an Affiliate's right to
terminate or otherwise modify an employee's employment at any time.
13.2 Failure to Comply With Terms and Conditions. Notwithstanding any
other provision of this Plan, no payment or delivery with respect to any Award
shall be made, and all rights of this Participant who receives such Award (or
his designated beneficiary or legal representative) to such payment or delivery
under this Plan shall be forfeited, at the discretion of the Committee, if,
prior to the time of such payment or delivery, the Participant breaches a
restriction or any of the terms, restrictions and/or conditions of this Plan
and/or the Agreement.
13.3 Parties in Interest. The provisions of this Plan and the terms and
conditions of any Award shall, in accordance with their terms, be binding upon,
and inure to the benefit of, all successors of each Participant, including,
without limitation, such Participant's estate and the executors, administrators
or trustees thereof, heirs and legatees and any receiver.
13.4 Indemnification. No member of the Committee shall be personally
liable by reason of any contract or other instrument executed by him or on his
behalf in his capacity as a member of the Committee, nor for any mistake or
judgment made in good faith, and the Company shall indemnify and hold harmless
each member of the Committee and each other officer, employee or director of the
Company to whom any duty or power relating to the administration or
interpretation of his Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with this Plan, unless arising out of such
person's own fraud or bad faith.
13.5 Designation of Beneficiary. Each Participant may designate a
beneficiary or beneficiaries (on a form supplied by the Committee) to exercise
his Awards in the event of his death, and may change such designation from time
to time and at any time prior to the death of such Participant.
13.6 Governing Law. All questions pertaining to construction, validity and
effect of the provisions of this Plan and the rights of all persons hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania.
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<PAGE>
EXHIBIT (5)
<PAGE>
[LETTERHEAD OF DUANE, MORRIS & HECKSCHER APPEARS HERE]
January __, 1997
The Board of Directors of
The JPM Company
Route 15 North
Lewisburg, PA 19837
Gentlemen:
We have acted as counsel to The JPM Company (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, of a registration statement on
Form S-8 (the "Registration Statement") relating to the offer and sale by the
Company of up to 300,000 shares (the "Shares") of Common Stock, $.000067 par
value, of the Company, pursuant to the Company's 1993 Stock Option Plan (the
"Plan").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
issued in accordance with the terms and conditions of the Plan, will be duly
authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the use of this opinion in the Registration Statement.
Sincerely,
DUANE, MORRIS & HECKSCHER
By:/s/ Duane, Morris & Heckscher
-----------------------------
SRE:mem A Partner
<PAGE>
EXHIBIT (23)(B)
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 14, 1996, appearing on page
10 of The JPM Company's Annual Report on Form 10-K for the year ended September
30, 1996.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
January 15, 1997
