<PAGE>
As filed with the Securities and Exchange Commission on January 17, 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
1995 OUTSIDE DIRECTORS 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, 125,000 shares $18.88 $2,360,000 $814
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 1995 Outside Directors 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 1995 Outside Directors 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
(1995 Outside Directors 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 17, 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 17, 1997
- --------------------------- Officer and Director
John H. Mathias (principal executive officer)
/s/ James P. Mathias President and Director January 17, 1997
- ---------------------------
James P. Mathias
/s/ William D. Baker Chief Financial Officer and January 17, 1997
- --------------------------- Treasurer
William D. Baker (principal financial and
accounting officer)
/s/ Janet B. Mathias Secretary and Director January 17, 1997
- ---------------------------
Janet B. Mathias
/s/ Steven M. Brody Director January 17, 1997
- ---------------------------
Steven M. Brody
/s/ Bruce M. Eckert Director January 17, 1997
- ---------------------------
Bruce M. Eckert
/s/ Wayne A. Bromfield Director January 17, 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 1995 Outside Directors 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>
1995 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS OF
THE JPM COMPANY
----------------------
This Outside Directors Stock Option Plan is intended to provide a means for
the granting of awards of stock options to selected non-employee outside
directors of The JPM Company as shall be designated by members of the Board of
Directors. This Plan sets forth the terms on which nonqualified stock options
are granted to outside directors and will be submitted for the approval of the
Company's shareholders. This Plan will become effective subject to obtaining
such approval. The Company expects that by providing such Awards it will
benefit from the added interest such outside director will have in the success
of the Company.
1. DEFINITIONS
(a) GENERAL. Whenever the following terms are used in this Plan they
shall have the meanings specified below unless the context clearly indicates to
the contrary.
(b) COMPANY. "Company" shall mean The JPM Company, a Pennsylvania
corporation.
(c) AFFILIATE. "Affiliate" shall mean any corporation in which the Company
owns, directly or indirectly, twenty-five percent or more of the voting stock,
except that solely for purposes of Section 1(q) hereof, Affiliate shall have the
same meaning as set forth in Rule 405 promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.
(d) BOARD. "Board" shall mean the Board of Directors of the Company or the
Executive Committee thereof.
(e) COMMITTEE. "Committee" shall mean the committee which has been
appointed to administer the Plan under the provisions of Section 2 hereof. This
Committee may also be referred to as the Outside Director Options Committee.
(f) DIRECTOR. "Director" shall mean a member of the Board.
(g) OPTION. "Option" shall mean an option granted under the provisions of
Section 4 hereof to purchase common stock, par value $.000067 per share, of the
Company.
(h) OPTIONEE. "Optionee" shall mean an Outside Director to whom an Option
is granted.
(i) FAIR MARKET VALUE. "Fair Market Value" shall mean the closing price of
the Company's common stock as quoted by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") System for the date in question. If no
closing price is quoted by NASDAQ for such date, the next preceding date for
which such closing price is quoted shall be used. If the shares were not so
traded on the NASDAQ System, Fair Market Value shall be determined by the
Committee pursuant to a valuation performed by an appraiser approved by the
<PAGE>
Board.
(j) OUTSIDE DIRECTOR. "Outside Director" shall mean a Director who is not
also an employee or officer or 10% shareholder of the Company or any Affiliate.
(k) CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code shall include such section, any
valid regulation promulgated thereunder and any comparable provision of any
future legislation amending, supplementing or superseding such section.
(l) TOTAL DISABILITY. "Total Disability" shall mean a permanent and total
disability as determined in accordance with Section 72(m)(7) of the Code.
(m) SECRETARY. "Secretary" shall mean the Corporate Secretary or an
Assistant Secretary of the Company.
(n) PLAN. "Plan" shall mean this 1995 Outside Directors Stock Option Plan.
(o) SUBSIDIARY. "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain then owns stock possessing
fifty percent or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain within the meaning of Section
424(f) of the Code.
(p) TERMINATION OF SERVICE. "Termination of Service" shall mean a
cessation of an Outside Director's service as a member of the Board whether as a
result of resignation, failure to be reelected or any other reason.
(q) CHANGE IN CONTROL. "Change in Control" shall mean any business
combination transaction involving the sale of all or substantially all of the
assets of the Company to, or the acquisition of shares of the Company's common
stock representing more than 50% of the votes which all shareholders of the
Company are entitled to cast by, any person not presently an Affiliate of the
Company, directly or indirectly, through one or more Affiliates or any other
transaction or series of transactions having a similar effect. The date of a
Change in Control shall be the date on which the transaction constituting the
Change in Control is consummated.
2. ADMINISTRATION
(a) APPOINTMENT OF COMMITTEE. The Committee shall consist of at least one
Director, appointed by and holding office at the pleasure of the Board.
(b) DUTY AND POWER OF COMMITTEE. It shall be the duty of the Committee to
conduct the general administration of the Plan in accordance with its
provisions. The Committee shall have the power to interpret the Plan, the
Options and to adopt rules for the
2
<PAGE>
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. The Committee shall
not have any discretion to determine who will be granted Options, or to
determine the number of shares subject to any Option granted to any Outside
Director or the purchase price thereunder. Moreover, the Committee shall not
have the authority to take any action or make any determination that would
materially increase the benefits accruing to Optionees under the Plan. The
Secretary shall be authorized to implement the Plan in accordance with its terms
and to take such actions of ministerial nature as shall be necessary to
effectuate the intent and purposes thereof.
(c) COMMITTEE ACTIONS. The Committee may act either by vote of a majority
of its members at a meeting or by a memorandum or other written instrument
signed by all members of the Committee.
(d) COMPENSATION; PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS. Members of
the Committee shall not receive any compensation for their services as members,
but all expenses and liabilities they incur in connection with the
administration of the Plan shall be borne by the Company. The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants, or
other persons. The Committee, the Company, and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all Optionees, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan and all members of the Committee shall be fully
protected and indemnified by the Company in respect to any such action,
determination or interpretation.
3. SHARES SUBJECT TO PLAN
(a) LIMITATIONS. The shares of stock issuable pursuant to Options shall be
shares of the Company's $.000067 par value common stock. The total number of
such shares which may be subjected to Options granted under the Plan shall not
exceed 125,000 in the aggregate. The shares of stock deliverable upon the
exercise of Options may be made available from authorized but unissued shares or
shares reacquired by the Company, including shares purchased in the open market
or in private transactions.
(b) EFFECT OF UNEXERCISED OR CANCELLED OPTIONS. If an Option expires or is
cancelled for any reason without having been fully exercised or vested, the
number of shares subject to such Option which were not purchased or did not vest
prior to such expiration or cancellation may again be made subject to an Option
granted hereunder (to the same Optionee or to a different Optionee).
(c) CHANGES IN COMPANY'S SHARES. In the event that the outstanding shares
of common stock of the Company are hereafter increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Company, or of
3
<PAGE>
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, stock dividend (either in
shares of the Company's common stock or of another class of the Company's
stock), spin-off or combination of shares, appropriate adjustments shall be made
by the Committee in the aggregate number and kind of shares which may be issued
on exercise of Options.
(d) CORPORATE TRANSACTIONS. New options may be substituted for the Options
granted under this Plan, or the Company's obligations as to Options outstanding
under this Plan may be assumed by a corporation other than the Company, or by a
parent or subsidiary of such corporation, as defined in Section 424 of the Code,
in connection with any merger, consolidation, acquisition, separation,
reorganization, liquidation or like occurrence in which the Company is involved.
Notwithstanding the foregoing, if such corporation, or parent or subsidiary of
such corporation, does not substitute new and substantially equivalent options
for the Options granted hereunder or assume the Options granted hereunder, the
Options granted hereunder shall terminate (A) upon dissolution or liquidation of
the Company, or similar occurrence, or (B) upon any merger, consolidation,
acquisition, separation, or similar occurrence, where the Company will not be a
surviving corporation; provided, however, that each Optionee shall be mailed
notice at least thirty-five (35) days prior to such dissolution, liquidation,
merger, consolidation, acquisition, separation, or similar occurrence, and shall
have at least thirty (30) days after the mailing of such notice to exercise his
or her Option in whole or in part, without regard to whether the Option is then
immediately exercisable.
4. STOCK OPTIONS
(a) GRANTING OF OPTIONS.
(1) ELIGIBILITY. Each Outside Director shall be eligible to be
granted Options.
(2) GRANTING OF OPTIONS. Each Outside Director on December 1, 1995
shall on such date automatically be granted an Option for 5,000 shares and shall
be granted an Option for an additional 2,000 shares for each anniversary of the
1995 grant date if such Outside Director has served as a member of the Board
continuously during the preceding year. Thereafter, each new Outside Director
shall be granted an Option for 5,000 shares.
(b) TERMS OF OPTIONS.
(1) OPTION AGREEMENT. Each Option shall be evidenced by a written
stock option agreement which shall be executed by the Optionee and the
Company and which shall contain such terms and conditions as the Committee
determines are required by the Plan.
(2) OPTION PRICE. The price of the shares subject to each Option
shall be
4
<PAGE>
100% of the Fair Market Value for such shares on the date the Option is
granted, as determined by the Committee.
(3) DATE OF GRANT. The date on which an option shall be granted shall
be the date determined in accordance with Section 4(a)(2).
(4) COMMENCEMENT OF EXERCISABILITY.
(A) Except as otherwise provided in Sections 4(b)(4)(C) hereof,
each Option granted pursuant to Sections 4(a)(2) hereof will become
exercisable on the sixty-day anniversary of the date of grant.
(B) In the event of Termination of Service by reason of death or
Total Disability any Option which had not yet become exercisable with
respect to all shares covered by the Option under (A) above shall
thereupon become immediately exercisable as to all such shares.
(C) Notwithstanding any other provisions of this Section 4(b)(4)
hereof to the contrary, all shares covered by the Option which had not
yet become exercisable shall thereupon become immediately exercisable
as to all such shares on the date of a Change in Control.
(5) EXPIRATION OF OPTIONS.
(A) Except as otherwise provided in Section 4(b)(5)(B) hereof,
each Option shall terminate on the expiration of ten years from the
date the Option was granted.
(B) Each Option, or portion thereof, which has become
exercisable may be exercised until the first to occur of the following
events:
(i) except as provided in (iii), below, the expiration of
three months from the date of the Optionee's Termination of
Service unless such Termination of Service results from the
Optionee's death or Total Disability or such Termination occurs
prior to the vesting date of Section 4(a) in which case the
option shall immediately terminate; or
(ii) except as provided in (iii), below, the expiration of
three years from the date of the Optionee's Termination of
Service by reason of Total Disability; or
(iii) the expiration of one year from the date of the
Optionee's death, if such death occurs while the Optionee is an
Outside Director or within the three-month period referred to in
(i), above, or the three-year
5
<PAGE>
period referred to in (ii), above, whichever is applicable.
(6) ADJUSTMENT IN OUTSTANDING OPTIONS. In the event that the
outstanding shares of the stock subject to Options are increased or
decreased or changed into or exchanged for a different number or kind of
shares of the Company, or other securities of the Company, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, stock dividend (either in
shares of the company's common stock or of another class of the Company's
stock), spin-off or combination of shares, the Committee shall make an
appropriate and equitable adjustment in the number and kind of shares as to
which all outstanding Options, or portions thereof then unexercised, shall
be exercisable, to the end that after such event the Optionee's
proportionate interest shall be maintained as before the occurrence of such
event. Such adjustment in an outstanding Option shall be made without
change in the total price applicable to the Option or the unexercised
portion of the Option (except for any change in the aggregate price
resulting from rounding off of share quantities or prices) and with any
necessary corresponding adjustment in Option Price per share. Any such
adjustment made by the Committee shall be final and binding upon all
Optionees, the Company and all other interested persons.
(c) EXERCISE OF OPTIONS.
(1) PERSON ELIGIBLE TO EXERCISE. During the lifetime of the Optionee,
only he or she may exercise an Option granted to him or her or any portion
thereof. After the death of the Optionee, the exercisable portion of an
Option may be exercised by his or her personal representative or by any
person empowered to do so under the deceased Optionee's will or under the
then applicable laws of descent and distribution. The Company may require
appropriate proof from any such other person of his or her right or power
to exercise the Option or any portion thereof.
(2) FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares on exercise of an Option.
(3) MANNER OF EXERCISE. An exercisable Option, or any exercisable
portion thereof, may be exercised solely by delivery to the Secretary or
his or her office of all of the following:
(A) Notice in writing signed by the Optionee or other person
then entitled to exercise such Option or portion thereof, stating that
such option or portion is exercised, such notice complying with all
applicable rules established by the Committee;
(B) Full cash payment for the shares with respect to which such
Option or portion is thereby exercised and which are to be delivered
to him or her pursuant to such exercise; and
6
<PAGE>
(C) Such representations and documents as the Committee, in its
absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act of 1933, as
amended, and any other federal or state securities laws or
regulations. The Committee may, in its absolute discretion, also take
whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer orders to transfer agents and
registrars.
(4) CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The Company shall
not be required to issue or deliver any certificate or certificates for
shares of common stock purchased upon the exercise of any Option or portion
thereof prior to fulfillment of all of the following conditions:
(A) The admission of such shares to listing on all stock
exchanges, including the NASDAQ National Market System, on which such
class of stock is then listed;
(B) The completion of any registration or other qualification of
such shares under any state or federal law under the rulings or
regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Company shall, in its absolute
discretion, deem necessary or advisable;
(C) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Company shall, in its
absolute discretion, determine to be necessary or advisable;
(D) The provision for any income tax withholding which the
Company shall, in its absolute discretion, determine to necessary or
advisable; and
(E) The lapse of such reasonable period of time following the
exercise of the Option as the Company may determine, in its absolute
discretion, from time to time to be necessary or advisable for reasons
of administrative convenience.
(5) RIGHTS OF SHAREHOLDERS. An Optionee shall not be, nor shall an
Optionee have any of the rights of, a shareholder of the Company in respect
to any shares which may be purchased upon the exercise of any Option or
portion thereof unless and until certificates representing such shares have
been issued by the Company to such Optionee.
5. MISCELLANEOUS PROVISIONS
(a) OPTIONS NOT TRANSFERABLE. No Option or interest or right therein or
part thereof shall be liable for the debts, contracts, or engagements of the
Optionee or his or her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge,
7
<PAGE>
encumbrance, assignment or any other means, whether such disposition is
voluntary or involuntary or by operation of law, by judgment, levy, attachment,
garnishment, or any other legal or equitable proceedings (including bankruptcy)
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that nothing in this Section 5(a) shall prevent transfers by
will or by the applicable laws of descent and distribution.
(b) AMENDMENT, SUSPENSION, OR TERMINATION OF THIS PLAN. The Plan may be
wholly or partially amended or otherwise modified, suspended, or terminated at
any time or from time to time by the Board, provided, however, that the
provisions of Section 4 hereof may not be amended more than once every six
months except as is required to comply with changes in the Code or the Employee
Retirement Income Security Act or the rules and regulations promulgated
thereunder. However, without approval of the Company's shareholders given
within 12 months before or after the action by the Board, no action of the Board
may, except as provided in Section 3(c) hereof, modify the requirements as to
eligibility for participation in this Plan, increase the limits imposed in
Section 3(a) hereof on the maximum number of shares which may be the subject of
Options granted under the Plan, amend Section 4 (b)(5)(A) or (B) hereof to
permit the exercise of an Option after expiration of 10 years from the date the
Option was granted or otherwise materially increase the benefits accruing to
participants under the Plan. Neither the amendment, suspension, nor termination
of the Plan shall, without the consent of the Optionee, alter or impair any
rights or obligations under any Option theretofore granted. No Option may be
granted during any period of suspension or after termination of the Plan.
(c) LIMITATION OF RIGHTS. Neither the Plan nor the granting of an Option
nor any other action taken pursuant to the Plan shall constitute or be evidence
of any agreement or understanding, express or implied, that an Outside Director
has a right to continue.as a member of the Board for any period of time.
(d) EFFECTIVE DATE, SHAREHOLDERS' APPROVAL AND DURATION. The Plan shall
become effective upon its approval by a vote of the holders of a majority of the
shares of the Company's common stock present and entitled to vote at the annual
meeting of shareholders. If the shareholders do not approve the Plan, this Plan
shall not be effective. The period during which Options may be granted shall
terminate on the day following the annual meeting of shareholders in the year
2005 (unless the plan is extended or terminated at an earlier date by the
shareholders), but such termination shall not affect the terms of any then
outstanding Options.
(e) RESTRICTIVE STOCK AGREEMENT. All Directors receiving shares hereunder
shall execute the Restrictive Stock Agreement attached as Exhibit A.
(f) TITLES. Titles are provided herein for convenience of reference only
and are not to serve as a basis for interpretation or construction of the Plan.
8
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EXHIBIT (5)
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[LETTERHEAD OF DUANE, MORRIS & HECKSCHER ATTORNEYS AT LAW APPEARS HERE]
January 17, 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 125,000 shares (the "Shares") of Common Stock, $.000067 par
value, of the Company, pursuant to the Company's 1995 Outside Directors 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
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SRE:mem A Partner
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EXHIBIT (23)(B)
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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 16, 1997
