<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
1995 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, 475,000 shares $18.88 $8,965,625.00 $3,092.00
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 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 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 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 14, 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 Officer and January 14, 1997
- ------------------------ Director (principal executive officer)
John H. Mathias
/s/ James P. Mathias President and Director January 14, 1997
- ------------------------
James P. Mathias
/s/ William D. Baker Chief Financial Officer and Treasurer January 14, 1997
- ------------------------ (principal financial and
William D. Baker accounting officer)
/s/ Janet H. Mathias Secretary and Director January 14, 1997
- ------------------------
Janet H. Mathias
/s/ Steven M. Brody Director January 14, 1997
- ------------------------
Steven M. Brody
/s/ Bruce M. Eckert Director January 14, 1997
- ------------------------
Bruce M. Eckert
/s/ Wayne A. Bromfield Director January 14, 1997
- ------------------------
Wayne A. Bromfield
</TABLE>
<PAGE>
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<S> <C> <C>
(4) The JPM Company 1995 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).
</TABLE>
<PAGE>
EXHIBIT (4)
<PAGE>
THE JPM COMPANY
Stock Option Plan of 1995
SECTION I
---------
PURPOSE
-------
This Stock Option Plan (the "Plan") is intended to provide a means for the
granting of awards (each such award, the "Award") of stock options to selected
employees of and consultants to 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 or consultant 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 of
1986, as amended (the "Code").
SECTION II
----------
ADMINISTRATION
--------------
2.1 This Plan shall be administered by the Compensation Committee (the
"Committee") of the Board. The Committee shall consist of no less than two
directors. No individual shall be eligible to serve or continue to serve as a
member of the Committee unless such individual is a "disinterested person"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and an "outside director" within the meaning of
Section 162(m) of the Code. Members of the Committee shall not be eligible to
receive Awards under this Plan while members of 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, 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 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 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
shareholder 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.
<PAGE>
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").
3.2 The total number of shares of common stock of the Company (the
"Stock") as to which Options may be granted under this Plan shall be 475,000,
subject to adjustment as provided in Section XII hereof. The total number of
shares of Stock which may be awarded under the Plan to any Participant in any
one year shall not exceed twenty-five percent (25%) of the total shares of Stock
allotted to the Plan. Issuance of Stock upon exercise of an Option shall reduce
the total number of shares of Stock available under this Plan. There shall not
be counted against this total any shares of Stock covered by an Option that has
lapsed unexercised or has been forfeited as hereinafter provided.
3.3 Subject to adjustments provided for in Section XI hereof, shares of
Stock as to which Options under this Plan may be granted may be made available
by the Company from authorized but unissued shares of Stock or from shares
reacquired by the Company (including shares purchased in the open market).
SECTION IV
----------
ELIGIBLE EMPLOYEES
------------------
The persons who shall be eligible to receive Awards under this Plan shall
be limited to such employees or consultants (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 recommended to, and authorized by,
the Committee for Awards under this Plan. 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 the eligible employees those persons to be granted Awards and determine the
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
employees so selected for the number of Options and upon the terms and
conditions so determined. No Options and
2
<PAGE>
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 elibible 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
November 21, 2005, but Awards granted prior to such termination 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
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 that Participant or 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 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 such Option Agreement shall be provided to the
Company and the Participant. Each Option Agreement shall identify the Options
represented thereby as ISOs or NQSOs.
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 shall the Option Price of NQSOs be less than 85% of the
Fair Market Value of such Stock on the date the Option is granted. For this
purpose, "Fair Market Value" of a share shall be the
3
<PAGE>
closing selling price as reported in the Wall Street Journal (or if not so
reported, as otherwise reported by the National Association of Securities
Dealers Automated Quotation (NASDAQ) system), 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 as of the last trading day preceding the
Valuation Date for which there was a sale or reported bid and asked prices or if
no such prices are available, then such other appropriate method for determining
fair market value.
6.4 Term of Option.
--------------
A. The duration of each Option granted under this Plan shall be for
not more than 10 years from the date of grant, as the Committee shall determine,
subject to earlier termination as provided in Sections VIII, IX and X hereof.
The Committee may, in its discretion, extend the period within which any
particular Option may be exercised beyond the expiration date originally
provided in said Option even if any such extension may cause an ISO to become
treated as a NQSO. However, no Option shall, in any event, be exercised after
the expiration of the full term of the Option as may be specified in the Option.
B. Subject to the provisions of this Plan, 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 and when
determined by the Committee by giving written notice to the Company of the
exercise of the Option. Except as provided in Sections VIII and IX hereof, no
Option may be exercised at any time unless the Participant is then a consultant
to or a regular full-time employee of the Company or an Affiliate. To the
extent an Option is not exercised within its term, the Option shall
automatically terminate at the end of such term. Notwithstanding the foregoing
provisions, failure to exercise an ISO within the periods of time prescribed
under Sections 421 and 422 of the Code shall cause an ISO to cease to be treated
as an "Incentive Stock Option" for purposes of Section 422 of the Code. In the
Option Agreement or after an Option is granted the Committee may, on such terms
and conditions as it may determine to be appropriate and notwithstanding the
provisions of this paragraph 6.4B, accelerate or extend the time at which the
Option or any portion thereof may be exercised.
C. The Option Price for the shares as to which an Option is
exercised shall be paid to the Company in full on the date of exercise. A
Participant shall pay for such shares of Stock (i) in cash, (ii) by certified or
cashier's check payable to the order of the Company, or (iii) by such other mode
of payment as the Committee may approve, including payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board. Furthermore, the Committee may provide in an Option Agreement that
payment may be made in whole or in part in shares of Stock held by the
Participant, unless otherwise provided in the Option Agreement, for more than
six months (or such shorter period of time as shall not, in the Committee's sole
discretion, have an adverse effect on the Company's financial statements),
provided, however, that the Option Price may not be paid for with shares of
Stock if such method of payment would result in liability under Section 16(b) of
the Exchange Act to the Participant. If payment is made in whole or in part in
shares of Stock, then the Participant shall deliver to the Company certificates
registered in the name of such Participant representing the shares of Stock
owned by such Participant, free of all liens, claims and encumbrances of every
kind and have an aggregate Fair Market Value on the date of delivery that is at
least as great as the Option Price of the shares of Stock (or relevant portion
thereof) with respect to which such Option is to be exercised by payment in
shares of Stock, endorsed in blank or accompanied by stock powers duly endorsed
in blank by the Participant. In the event that certificates for shares of Stock
delivered to the Company represent a number of shares of Stock in excess of the
number of shares of Stock required to make payment for the Option Price of the
shares of Stock (or relevant portion thereof) with respect to which such Option
is to be exercised by payment in shares of Stock, the stock certificate issued
to the Participant shall represent (i) the shares of Stock in respect of which
payment is made, and (ii) such excess number of shares
4
<PAGE>
of Stock. Notwithstanding the foregoing, the Committee may impose from time to
time such limitations and prohibitions on the use of shares of Stock to exercise
an Option as it deems appropriate. 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 Section 422 of the Code, may
not be tendered in payment of the Option Price.
6.5 Date of Grant. The date on which an Award shall be deemed to have
-------------
been granted under this Plan shall be the date of the Committee's authorization
of the Award or such later date as may be determined by the Committee at the
time the Award is authorized. Notice of the determination shall be given to
each Participant to whom an Award is so granted within a reasonable time after
the date of such grant.
6.6 Rights as a Shareholder. No Participant shall have any rights to
-----------------------
dividends or other rights of a shareholder 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 Incentive Stock Options.
-----------------------
A. In the case of an ISO, each Option Agreement shall contain such
other terms, conditions and provisions as the Committee determines necessary or
desirable in order to qualify such Option as a tax favored option (within the
meaning of Section 422 of the Code or any amendment or substitute thereto or
regulation thereunder) including without limitation, each of the following,
except that any of these provisions may be omitted or modified if it is no
longer required in order to have an option qualify as a tax-favored option
within the meaning of Section 422 of the Code or any substitute therefor:
(i) The Option must be expressly designated as an ISO by the Committee
and in the Option Agreement; and
(ii) The aggregate fair market value (determined as of the date the
Option is granted) of the shares of Stock with respect to which ISOs are
first exercisable under the terms of the Option Agreement by any
Participant during any calendar year (under all plans of the Company) shall
not exceed $100,000.
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 Substitute Options. Options may be granted under the Plan from time
------------------
to time in substitution for stock options held by employees of other
corporations who are about to become and who do concurrently with the grant of
such Options become employees of the Company or a subsidiary as a result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary, or the acquisition by the Company or a subsidiary of the assets of
the employing corporation, or the acquisition by the Company, or a subsidiary of
stock of the subsidiary. The terms and conditions of the substitute Options so
granted may vary from the terms and conditions set forth in this Section VI of
the Plan to such extent as the Committee at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted.
5
<PAGE>
6.9 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 toward 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 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.
6.10 Replacement Options. The Committee, in its absolute discretion, may
-------------------
grant to holders of outstanding Options, in exchange for the surrender and
cancellation of such Options, new Options having Option Prices lower (or higher)
than the Option Price provided in the Options so surrendered and cancelled and
containing such other terms and conditions as the Committee may deem
appropriate.
SECTION VII
-----------
NONTRANSFERABILITY OF AWARDS; GOVERNMENT REGULATIONS
----------------------------------------------------
7.1 Awards not Transferable. Options granted under this Plan shall not be
-----------------------
assignable or 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.
7.2 Government Regulations. This Plan, the granting of Awards under this
----------------------
Plan and the issuance or transfer of shares of Stock (and/or the payment of
money) pursuant thereto are subject to all applicable Federal and state laws,
rules and regulations (including without limitation the laws, rules and
regulations of the Exchange Act) and to such approvals by any regulatory or
governmental agency (including without limitation "no action" positions
6
<PAGE>
of the Securities and Exchange Commission) which may, in the opinion of counsel
for the Company, be necessary or advisable in connection therewith. Without
limiting the generality of the foregoing, no Awards may be granted under this
Plan, and no shares of Stock shall be issued by the Company, nor cash payments
made by the Company, pursuant to or in connection with any such Award, unless
and until, in each such case, all legal requirements applicable to the issuance
or payment have, in the opinion of counsel to the Company, been complied with.
In connection with any Stock issuance or transfer, the person acquiring the
Stock shall, if requested by the Company, give assurances satisfactory to
counsel to the Company in respect of such matters as the Company may deem
desirable to assure compliance with all applicable legal requirements. The
Company shall not be required to deliver any shares of Stock under the Plan
prior to:
(i) The admission of such shares to listing or for quotation on any
stock exchange or automated quotation system on which shares of Stock may
then be listed or quoted; and
(ii) The completion and effectiveness of such registration or other
qualification of such shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
SECTION VIII
------------
RIGHTS UPON TERMINATION OF EMPLOYMENT
-------------------------------------
In the event that a Participant ceases to be an employee of the Company or
any subsidiary for any reason other than death or disability (within the meaning
of Section 22(e)(3) of the Code or any substitute therefore), the Participant
shall have the right to exercise the Option during its term or within such other
period, and subject to such terms and conditions, as may be specified by the
Committee.
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 to the extent that it was exercisable at the time of
cessation of employment, or within such other period, and subject to such terms
and conditions, as may be specified by the Committee. As used in this Section
IX and elsewhere in this Plan, the term "disability" mans 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.
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
7
<PAGE>
without the Company's or 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 any subsidiary; (iii) has engaged in
fraud, embezzlement, theft, commission of a felony or other dishonest conduct in
the course of his employment with the Company or any subsidiary; or (iv) has
committed any act which, in the sole judgment of the Committee, has been
substantially detrimental to the interests of the Company or any subsidiary.
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), (iii) and (iv) 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 UPON CHANGES
------------------------------
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
shares 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, an 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.
Subject to any required action by the shareholders of the Company, the
number of shares of Stock covered by each outstanding Option and the number of
shares of Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Stock covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Stock, or any other increase or decrease in the number
of issued shares of Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to the
number or price of shares of Stock subject to an Option.
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.
8
<PAGE>
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 Company, or an offer to
purchase made by a party other than the Company to all shareholders 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 or 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
-----------
EFFECTIVE DATE, TERMINATION AND AMENDMENT OF THE PLAN
-----------------------------------------------------
12.1 This Plan shall become effective on November 21, 1995, provided that
the Company's shareholders shall have adopted the Plan at the Company's 1995
Annual Meeting of Shareholders or at a prior meeting. Once effective, this Plan
shall terminate on November 21, 2005, but Awards theretofore granted may extend
beyond that date in accordance with their terms. No Option granted pursuant to
this Plan may be exercised before the Plan is approved by the shareholders of
the Company.
12.2 The Board may, insofar as permitted by law, from time to time and at
any time, with respect to any shares of Stock 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 Award 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 shareholders'
meeting:
(i) Increase the total number of shares of Stock reserved for the
purposes of this Plan, except as provided in Section XI 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.
9
<PAGE>
SECTION XIII
------------
MISCELLANEOUS
-------------
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 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 the 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 No Prohibition on Corporate Action. No provision of this Plan shall
----------------------------------
be construed to prevent the Company or any officer or director thereof from
taking any corporate action deemed by the Company or such officer or director to
be appropriate or in the Company's best interest, whether or not such action
could have an adverse effect on the Plan or any Options granted hereunder, and
no Participant or Participant's estate, personal representative or beneficiary
shall have any claim against the Company or any officer or director thereof as a
result of the taking of such action.
13.4 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.
13.5 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 Non-Uniform Determination. The Committee's determinations under the
-------------------------
Plan (including without limitation determinations of the persons to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards, and the agreements evidencing same) need not be uniform and may be
made selectively among persons who receive, or are eligible to receive, Awards
under the Plan whether or not such persons are similarly situated.
13.7 Use of Proceeds. The proceeds received by the Company from the
---------------
exercise of any Option issued pursuant to the Plan or from the grant of any
other Award under the Plan shall be used for the general corporate purposes.
13.8 Governing Law. All questions pertaining to construction, validity and
-------------
effect of the provisions of
10
<PAGE>
this Plan and the rights of all persons hereunder shall be governed by the
internal laws of the Commonwealth of Pennsylvania without consideration of
conflict of laws principles.
13.9 Other Provisions.
----------------
A. No Participant or other person shall have any right with respect
to the Plan, the Stock reserved for issuance under the Plan or in any Award,
contingent or otherwise, until written evidence of the Award shall have been
delivered to the recipient and all the terms, conditions and provisions of the
Plan and the Award applicable to such recipient (and each person claiming under
or through him) have been met.
B. To the extent that Rule 16b-3 under the Exchange Act applies to
Awards granted under this Plan, it is the intent of the Company that the Plan
comply in all respects with the requirements of Rule 16b-3, that any ambiguities
or inconsistencies in construction of the Plan be interpreted to give effect to
such intention and that if any provision of the Plan is found not to be in
compliance with Rule 16b-3, such provision shall be deemed null and void to the
extent required to permit the Plan to comply with Rule 16b-3.
C. The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan, and rights to the
payment of Awards shall be no greater than the rights of the Company's general
creditors.
D. By accepting any Award or other benefit under the Plan, each
Participant and each person claiming under or through him shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken under the Plan by the Company, the Board or the Committee or its
delegates.
E. The adoption of the Plan shall not affect any other stock option,
compensation or incentive plans in effect for the Company or any Affiliate and
the Plan shall not preclude the Board from establishing any other forms of
incentive or compensation for employees of the Company or any Affiliate.
F. The masculine pronoun shall include the feminine and neuter, and
the singular shall include the plural, where the context so indicates.
SECTION XIV
-----------
INDEMNIFICATION
---------------
With respect to the administration of the Plan, the Company shall indemnify
each present and future member of the Committee and the Board against, and each
member of the Committee and the Board shall be entitled without further act on
his part to indemnification from the Company for all expenses (including the
amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by him in connection with or arising out of, any
action, suit or proceeding in which he may be involved by reason of his being or
having been a member of the Committee and the Board, whether or not he continues
to be such member of the Committee and the Board at the time of incurring such
expenses; provided, however, that such indemnity shall not include any expenses
incurred by any such member of the Committee and the Board (i) in respect of
matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Committee and the Board; or (ii)
in respect of any matter in which any settlement is effected
11
<PAGE>
for an amount in excess of the amount approved by the Company on the advice of
its legal counsel; and provided further that no right of indemnification under
the provisions set forth herein shall be available to or enforceable by any such
member of the Committee and the Board unless within 60 days after institution of
any such action, suit or proceeding, he shall have offered the Company in
writing the opportunity to handle and defend same at its own expense. The
foregoing right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such member of the Committee and the Board
and shall be in addition to all other rights to which such member of the
Committee and the Board may be entitled as a matter of law, contract or
otherwise.
SECTION XV
----------
TAX WITHHOLDING
---------------
The Company shall have the right to withhold from amounts due Participants
or to collect from Participants directly, the amount which the Company deems
necessary to satisfy any taxes required by law to be withheld at any time by
reason of participation in the Plan and the obligations of the Company under the
Plan shall be conditional on payment of such taxes. The Participant may, prior
to the due date of any taxes, pay such amounts to the Company in cash or, with
the consent of the Committee, in shares of Stock (which shall be valued at their
Fair Market Value on the date of payment). There is no obligation under this
Plan that any Participant be advised of the existence of the tax or the amount
required to be withheld. Without limiting the generality of the foregoing, in
any case where the Company determines that a tax is or will be required to be
withheld in connection with the issuance or transfer of shares of Stock under
this Plan, the Company may, pursuant to such rules as the Committee may
establish, reduce the number of such shares of Stock so issued or transferred by
such number of shares as the Company may deem appropriate, in its sole
discretion, to accomplish such withholding or make such other arrangements as it
deems satisfactory. Notwithstanding any other provision of this Plan, the
Committee may impose such conditions on the payment of any withholding
obligation as may be required to satisfy applicable regulatory requirements,
including, without limitation,Rule 16b-3 (or successor provision) under the
Exchange Act.
TO RECORD the adoption of this Plan, the Board has caused this instrument
to be executed on this 21st day of November, 1995.
THE JPM COMPANY
By: /s/ John H. Mathias
------------------------
Chairman
12
<PAGE>
EXHIBIT (5)
<PAGE>
[LETTERHEAD OF DUANE, MORRIS & HECKSCHER]
January 13, 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 475,000 shares (the "Shares") of Common Stock, $.000067 par
value, of the Company, pursuant to the Company's 1995 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>
INDEPENDENT AUDITORS' CONSENT
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
- ------------------------
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
January 13, 1997
