<PAGE>
Registration No. 333-
==================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PCD Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2604950
(State or other (I.R.S. Employer
jurisdiction Identification No)
of incorporation
or organization)
2 Technology Drive
Centennial Park
Peabody, MA 01960-7977
(Address of principal executive offices)
PCD 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Mary L. Mandarino
Vice President, Finance and Administration
PCD Inc.
2 Technology Drive
Centennial Park
Peabody, MA 01960-7977
(Name and Address of Agent for Service)
(978) 532-8800
(Telephone Number, Including Area Code, of Agent for Service)
Copies of all communications to:
Thomas C. Chase, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
==================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Offering
Per Share* Price*
- --------------------------------------------------------------------------
Common Stock 80,000 $17.25 $1,380,000 $407.10
($.01 par value)
</TABLE>
* Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457 upon the basis of the average of the high and low
prices of the registrant's Common Stock as reported in the
consolidated reporting system of the Nasdaq National Market
System on June 19, 1998.
If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered
on this registration statement changes, the provisions of Rule
416 shall apply to this registration statement and this
registration statement shall be deemed to cover the additional
securities resulting from the split of, or the dividend on, the
securities covered by this registration statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference
herein: (a) the Annual Report on Form 10-K of PCD Inc. (the
"Company") for the fiscal year ended December 31, 1997, as
amended, including portions of the Company's definitive Proxy
Statement dated May 4, 1998 filed in connection with the
Company's 1998 Annual Meeting of Stockholders; (b) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March
28, 1998; (c) the Company's Current Report on Form 8-K, filed on
January 9, 1998 and amended on April 29, 1998; and (d) the
<PAGE>
description of the Company's capital stock contained in its
Registration Statement under Section 12(g) of the Securities
Exchange Act of 1934 on Form 8-A, filed on February 12, 1996,
including any amendment or report filed for the purpose of
updating such description. All reports and other documents filed
by the Company after the date hereof pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of the filing of such report or document
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Massachusetts Business Corporation Law,
the Company's Articles of Organization include provisions
eliminating the personal liability of the Company's directors for
monetary damages resulting from certain breaches in their
fiduciary duty. These provisions do not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for certain
distributions in violation of the Company's Articles of
Organization, or authorized when the Company is insolvent or is
rendered insolvent by the making of such distribution, (iv) for
certain loans to any officer or director of the Company which are
<PAGE>
not repaid and which were not approved or ratified by a majority
of disinterested directors, (v) for any transaction from which the
director derived an improper personal benefit and (vi) for duties and
obligations imposed on the Company's directors by federal
securities laws. Additionally, the Company's Articles of
Organization provide that the Company shall indemnify each person
who is or was a director, officer, employee or other agent of the
Company, and each person who is or was serving at the request of
the Company as a director, trustee, officer, employee or other
agent of another organization in which it directly or indirectly
owns shares or of which it is directly or indirectly a creditor,
against all liabilities, costs and expenses reasonably incurred by
any such person in connection with the defense or disposition of
or otherwise in connection with or resulting from any action, suit
or other proceeding in which they may be involved by reason of
being or having been such a director, officer, employee, agent or
trustee, or by reason of any action taken or not taken in such
capacity, except with respect to any matter as to which such
person shall have been finally adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable
belief that his or her action was in the best interest of the
Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
<PAGE>
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Boston, Commonwealth of Massachusetts on June 26, 1998.
PCD INC.
By: /s/ Mary L. Mandarino
---------------------------
Mary L. Mandarino
Vice President, Finance
and Administration,
Chief Financial Officer,
and Treasurer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and
appoints John L. Dwight, Jr., Mary L. Mandarino and Thomas
C. Chase, and each of them singly, as his lawful attorneys
with full power to them and each of them singly to sign for
him in his name in the capacity indicated below this
registration statement on Form S-8 (and any and all
amendments thereto), hereby ratifying and confirming his
signature as it may be signed by his said attorneys to this
registration statement (and any and all amendments hereto).
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.
<PAGE>
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ John L. Dwight, Jr. Chairman of the Board, June 26, 1998
- ----------------------- Chief Executive Officer,
John L. Dwight, Jr. President and Director
(Principal Executive
Officer)
/s/ Mary L. Mandarino Vice President, Finance June 26, 1998
- ---------------------- and Administration,
Mary L. Mandarino Chief Financial Officer
and Treasurer(Principal
Financial and Accounting
Officer)
/s/ Harold F. Faught Director June 26, 1998
- ---------------------
Harold F. Faught
/s/ C. Wayne Griffith Director June 26, 1998
- ----------------------
C. Wayne Griffith
/s/ John E. Stuart Director June 26, 1998
- ----------------------
John E. Stuart
/s/ Theodore C. York Director June 26, 1998
- - --------------------
Theodore C. York
</TABLE>
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an
asterisk) are filed herewith. The remainder of the exhibits
have heretofore been filed with the Commission and are
incorporated herein by reference. Inapplicable items have
been omitted.
<TABLE>
<S> <C>
Exhibit Title
- -------- -----
4.1 Restated Articles of Organization of the Company, as
amended (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1,
File No. 333-1266, filed February 12, 1996).
4.2 By-Laws of the Company, as amended (incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-1, File No. 333-1266, filed February
12, 1996).
5.1 * Opinion of Hill & Barlow, a Professional Corporation.
23.1 * Consent of Hill & Barlow, a Professional Corporation
(included in Exhibit 5.1).
23.2 * Consent of Coopers & Lybrand L.L.P., independent
accountants
23.3 * Consent of KPMG Peat Marwick L.L.P., independent
accountants
24.1 * Power of Attorney (included above).
99.1 * PCD 1998 Employee Stock Purchase Plan
</TABLE>
<EXHIBIT> EXHIBIT NO. 5.1
HILL & BARLOW
One International Place
Boston, Massachusetts 02110
Telephone (617) 428-3000 -- Facsimile (617) 428-3500
THOMAS C. CHASE
Direct Line: 617-428-3536
[email protected]
June 26, 1998
PCD Inc.
2 Technology Drive
Centennial Park
Peabody, Massachusetts 01960-7977
Ladies and Gentlemen:
We have acted as counsel for PCD Inc., a Massachusetts
corporation (the "Company"), with respect to a proposed
offering (the "Offering") of a maximum of 80,000 shares (the
"Shares") of the Company's common stock, $0.01 par value per share
(the "Common Stock"), to eligible employees of the Company
pursuant to the PCD 1998 Employee Stock Purchase Plan (the "Plan")
which was adopted by the Board of Directors of the Company on
April 24, 1998. We have assisted you in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement")
with respect to the Offering.
We have made such examination of law and have examined
originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records and such other
documents, including the Plan, as we have considered relevant
and necessary for the opinions hereinafter set forth. We have
assumed that you will take all the steps necessary to comply with
the Securities Act of 1933 and applicable state securities laws in
connection with the offering and sale of the Shares.
Based on the foregoing, we express the following opinions:
1. The Common Stock has been duly authorized by all
necessary corporate action of the Company.
2. The Plan has been duly adopted by the Company.
3. The Shares, upon issuance and delivery against payment
as provided in the Plan, will be validly issued, fully paid and
non-assessable under the Massachusetts Business Corporation Law
as in effect on this date.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
HILL & BARLOW,
A Professional Corporation
By: /s/ Thomas C. Chase
-------------------
Thomas C. Chase,
a member of the firm
<EXHIBIT> EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 11, 1998, except
information included under the caption Litigation in Note 11,
Commitment and Contingencies, as to which the date is April 13, 1998
on our audits of the financial statements of PCD Inc. for the years
ended December 31, 1997 and 1996 and for the three years ended
December 31, 1997 which report is included in the Company's Form 10-K/A.
/s/ Coopers and Lybrand
Boston, Massachusetts
June 26, 1998
<EXHIBIT> EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in the Registration
Statements of PCD Inc. on Form S-8 of our report dated February
4, 1998, except for note 11, which is as of March 9, 1998,
relating to the consolidated balance sheets of Wells Electronics,
Inc. and subsidiaries as of December 26, 1997 the related
consolidated statements of income, shareholder's equity, and cash
flows for the 34 weeks ended December 26, 1997, and to our report
dated January 15, 1998, relating to the consolidated balance
sheets of Wells Electronics, Inc. and subsidiaries as of May 3,
1997 and April 27, 1996 and the related consolidated statements of
income, shareholder's equity, and cash flows for the 53 weeks ended
May 3, 1997, the 48 weeks ended April 27, 1996 and the 52 weeks
ended June 3, 1995, which reports are included in the Annual
Report on Form 10-K.
/s/ KPMG Peat Marwick
Chicago, Illinois
June 25, 1998
<EXHIBIT> EXHIBIT 99.1
PCD 1998 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1998 Employee
Stock Purchase Plan of PCD Inc.
1. PURPOSE. The purpose of the Plan is to provide employees
of the Company and its Subsidiaries with an opportunity to
purchase Common Stock of the Company. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Code. The provisions of the Plan
shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of
that section of the Code.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the
Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986,
as amended.
(c) "COMMON STOCK" shall mean the Common Stock, $0.01 par
value, of the Company.
(d) "COMPANY" shall mean PCD Inc., a Massachusetts
corporation.
(e) "COMPENSATION" shall mean all base pay, salary,
bonuses and commissions, including payments for overtime and
sales commissions.
(f) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the
absence of any interruption or termination of service as an
Employee. Continuous Status as an Employee shall not be
considered interrupted in the case of (i) a leave of absence
either (I) agreed to in writing by the Company, provided that
such leave is for a period of not more than 90 days, or (II) if
reemployment upon the expiration of such leave is guaranteed by
contract or statute and provided further that the Employee
returns to service upon the expiration of such leave; or (ii) a
single interruption in service for any other reason of up to 30
days.
(g) "CONTRIBUTIONS" shall mean all amounts credited to the
account of a participant pursuant to the Plan.
(h) "EMPLOYEE" shall mean any person, including an
officer, who is an employee of the Company or one of its
Subsidiaries, as determined pursuant to Treasury Regulation
Section 1.421-7(h) or any successor thereto.
(i) "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended.
(j) "EXERCISE DATE" shall mean the last business day of
each Offering Period of the Plan.
(k) "OFFERING DATE" shall mean the first business day of
each Offering Period of the Plan.
(l) "OFFERING PERIOD" shall mean a period of six (6)
months.
(m) "PLAN" shall mean this Employee Stock Purchase Plan.
(n) "SUBSIDIARY" shall mean a corporation, domestic or
foreign, defined as such in Section 424(f) of the Code, whether
or not such corporation now exists or is hereafter organized or
acquired by the Company or a Subsidiary.
A-1
<PAGE>
3. ELIGIBILITY.
(a) SERVICE REQUIREMENT. Any Employee who (i) customarily
works more than twenty (20) hours per week for the Company and
(ii) has had Continuous Status as an Employee for at least twelve
(12) months as of the Offering Date of a given Offering Period
shall be eligible to participate in such Offering Period under
the Plan, subject to the requirements of Section 5(a) and the
limitations imposed by Section 423(b) of the Code.
(b) RESTRICTIONS ON ELIGIBILITY. Any provisions of the
Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the
Code) would own stock and/or hold outstanding options to purchase
stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or
of any subsidiary of the Company, or (ii) if such option would
permit his or her rights to purchase stock under all employee
stock purchase plans (described in Section 423 of the Code) of
the Company and its Subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market
value of such stock (determined at the time such option is
granted) for each calendar year in which such option is
outstanding at any time.
4. OFFERING PERIODS. The Plan shall be implemented by a
series of Offering Periods, with new Offering Periods commencing
on or about January 1 and July 1 of each year (or at such other
time or times as may be determined by the Board). The first
Offering Period shall commence July 1, 1998 or on such other date
the Board shall determine. The Plan shall continue until
terminated in accordance with Section 19 hereof. The Board shall
have the power to change the duration and/or the frequency of
Offering Periods with respect to future offerings without
stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first
Offering Period to be affected.
5. PARTICIPATION.
(a) SUBSCRIPTION AGREEMENTS; RANGE OF CONTRIBUTIONS. An
eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the
Company and filing it with the Company's Human Resources
Department prior to the applicable Offering Date, unless a later
time for filing the subscription agreement is set by the Board
for all eligible Employees with respect to a given offering. The
subscription agreement shall set forth the percentage of the
participant's Compensation (which shall be not less than the
percentage that will result in a minimum Contribution of 150.00
per Offering Period and not more than 10% of the Employee's
Compensation) to be paid as Contributions pursuant to the Plan.
(b) ENTRY DATE; TERMINATION. Payroll deductions shall
commence on the first payroll on or following the Offering Date
and shall end on the last payroll paid on or prior to the
Exercise Date of the offering to which the subscription agreement
is applicable, unless sooner terminated by the participant as
provided in Section 10.
6. METHOD OF PAYMENT OF CONTRIBUTIONS.
(a) PAYROLL DEDUCTIONS. Subject to the limitations of
Section 423(b) of the Code and Section 3(b) herein and subject to
the terms and conditions of the subscription agreement referred
to in Section 5(a) above, the participant shall elect to have
payroll deductions made on each payday during the Offering Period
in any amount permitted pursuant to the Subscription Agreement.
All payroll deductions made by a participant shall be credited to
his or her account under the Plan. A participant may not make
any additional payments into such account.
(b) CHANGES IN CONTRIBUTION RATE. A participant may
discontinue his or her participation in the Plan as provided in
Section 10, or, on one occasion only during the Offering Period,
may increase or decrease the rate of his or her Contributions
A-2
<PAGE>
during the Offering Period by completing and filing with the
Company a new subscription agreement. The change in rate shall
be effective as of the beginning of the calendar quarter
following the date of filing of the new subscription agreement.
(c) APPLICATION OF $25,000 ANNUAL LIMIT. Notwithstanding
the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions shall be decreased to 0% at such time during
any Offering Period which is scheduled to end during the current
calendar year that the aggregate of all payroll deductions
accumulated with respect to such Offering Period and any other
Offering Period ending within the same calendar year equal
$25,000. Payroll deductions shall re-commence at the rate
provided in such participant's subscription agreement at the
beginning of the first Offering Period which is scheduled to end
in the following calendar year, unless terminated by the
participant as provided in Section 10.
7. GRANT OF OPTION; OPTION PRICE.
(a) GRANT OF OPTION; NUMBER OF OPTION SHARES. On the
Offering Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option
to purchase on the Exercise Date a number of shares which shall
be determined by dividing such Employee's Contributions
accumulated prior to such Exercise Date and retained in the
participant's account as of the Exercise Date by the option price
per share of the shares of Common Stock offered in the Offering
Period, determined as provided in Section 7(b); provided however,
that such purchase shall be subject to the limitations set forth
in Sections 3(b) and 12. The fair market value of a share of the
Company's Common Stock shall be determined as provided in
Section 7(b).
(b) DETERMINATION OF OPTION PRICE; FAIR MARKET VALUE.
The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market
value of a share of the Common Stock of the Company on the
Offering Date; or (ii) 85% of the fair market value of a share of
the Common Stock of the Company on the Exercise Date. The fair
market value of the Company's Common Stock on a given date shall
be determined by the Board based on (i) the average of the high
and low prices of the Common Stock on such date on the principal
national securities exchange on which the Common Stock is traded,
if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price of the Common
Stock on the Nasdaq National Market System on such date, if the
Common Stock is not then traded on a national securities
exchange; or (iii) the closing bid price or the average of bid
prices last quoted on such date by an established quotation
service for over-the-counter securities, if the Common Stock is
not reported on the Nasdaq National Market System or on a
national securities exchange. If the Common Stock is not
publicly traded at the time a right is granted under this Plan,
"fair market value" shall mean the fair market value of the
Common Stock as determined by the Board in its discretion after
taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of
the Common Stock in private transactions negotiated at arm's
length.
8. EXERCISE OF OPTION. Unless a participant withdraws from
the Plan as provided in Section 10, his or her option for the
purchase of shares will be exercised automatically on the
Exercise Date of the Offering Period, and the number of full
shares subject to option (but in no event more than the maximum
amount permitted pursuant to Section 7(a) and the other
provisions of the Plan, subject to adjustment as provided in
Section 18(a) hereof) will be purchased at the applicable option
price with the accumulated Contributions in the participant's
account. The shares purchased upon exercise of an option
hereunder shall be deemed to be transferred to the participant on
the Exercise Date. During his or her lifetime, a participant's
option to purchase shares hereunder is exercisable only by him or
her.
9. DELIVERY. As promptly as practicable after the Exercise
Date of each Offering Period, the Company shall arrange the
delivery to each participant, as appropriate, of a certificate
representing the shares purchased upon exercise of his or her
A-3
<PAGE>
option. Any cash remaining to the credit of a participant's
account under the Plan after a purchase by him or her of shares
at the termination of each Offering Period, or which is
insufficient to purchase a full share of Common Stock of the
Company, shall be returned to said participant, without interest.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) VOLUNTARY WITHDRAWAL. A participant may withdraw all
but not less than all the Contributions credited to his or her
account under the Plan at any time prior to the Exercise Date of
the Offering Period by giving written notice to the Company. All
of the participant's Contributions credited to his or her account
will be paid without interest to him or her promptly after
receipt of his or her notice of withdrawal and his or her option
for the current period will be automatically terminated, and no
further Contributions for the purchase of shares will be made
during the Offering Period.
(b) TERMINATION OF EMPLOYMENT. Upon termination of the
participant's Continuous Status as an Employee prior to the
Exercise Date of the Offering Period for any reason, including
retirement, disability or death, the participant's option shall
terminate and the Contributions credited to his or her account
will be returned without interest to him or her or, in the case
of his or her death, to his or her designated beneficiary
hereunder (or as otherwise provided in Section 14(b) herein).
(c) RESUMPTION OF PARTICIPATION IN SUBSEQUENT OFFERING
PERIODS. A participant's withdrawal from an offering will not
have any effect upon his or her eligibility to participate in a
succeeding offering or in any similar plan which may hereafter be
adopted by the Company except to the extent set forth in
Rule 16b-3 under the Exchange Act.
11. INTEREST. No interest shall accrue on the Contributions of
a participant in the Plan.
12. STOCK.
(a) AGGREGATE LIMITATION ON OPTIONS: PRO-RATA
ALLOCATIONS. The maximum number of shares of the Company's
Common Stock which shall be made available for sale under the
Plan shall be eighty thousand (80,000) shares, subject to
adjustment upon changes in capitalization of the Company as
provided in subsection 18(a) hereof. If the total number of
shares which would otherwise be subject to options granted
pursuant to Section 7(a) on the Offering Date of an Offering
Period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been
exercised or are then outstanding), the Company shall make a pro
rata allocation of the shares remaining available for option
grant in as uniform a manner as shall be practicable and as it
shall determine to be equitable and consistent with the
requirements of Section 423(b)(5) of the Code. In such event,
the Company shall give written notice of such reduction of the
number of shares subject to the option to each Employee affected
thereby and shall similarly reduce the rate of Contributions, if
necessary.
(b) STATUS OF OPTIONED SHARES. The participant will have
no interest or voting right in shares covered by his or her
option until such option has been exercised.
(c) REGISTRATION OF PURCHASED SHARES. Shares to be
delivered to a participant under the Plan will be registered in
the name of the participant or in the name of the participant and
his or her spouse, at the participant's election.
13. ADMINISTRATION. The Board, or a committee named by the
Board, shall supervise and administer the Plan and shall have
full power to adopt, amend and rescind any rules deemed desirable
and appropriate for the administration of the Plan and not
inconsistent with the Plan, to construe and interpret the Plan,
and to make all other determinations necessary or advisable for
the administration of the Plan. The composition of any such
committee shall be in accordance with the requirements to obtain
or retain any available exemption from the operation of Section
16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated
thereunder.
A-4
<PAGE>
14. DESIGNATION OF BENEFICIARY.
(a) MANNER AND EFFECT OF DESIGNATION. A participant may
file a written designation of a beneficiary who is to receive any
shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to the
end of the Offering Period but prior to delivery to him or her of
such shares and cash.
(b) CHANGES IN BENEFICIARIES; EFFECT OF NO BENEFICIARY.
Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or
to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then
to such other person as the Company may designate. To the extent
of any such delivery of shares and/or cash hereunder, the
Company's obligation under the Plan with respect to the
participant shall be discharged.
15. TRANSFERABILITY. Neither Contributions credited to a
participant's account nor any rights with regard to the exercise
of an option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution, or as
provided in Section 14) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an
election to withdraw funds in accordance with Section 10.
16. USE OF FUNDS. All Contributions received or held by the
Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to
segregate such Contributions.
17. REPORTS. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to
participating Employees promptly following the Exercise Date,
which statements will set forth the amounts of Contributions, the
per share purchase price, the number of shares purchased and the
remaining cash balance, if any.
18. ADJUSTMENTS.
(a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The
number of shares of Common Stock covered by each option under the
Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under the
Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company. Such
adjustment shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issue 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 Common Stock subject to an option.
(b) EFFECT OF DISSOLUTION, LIQUIDATION, SALE OF ASSETS OR
MERGER OF THE COMPANY. In the event of the proposed dissolution
or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action,
the options granted during such Offering Period shall terminate
and each participant's contributions shall be returned, unless
otherwise provided by the Board. In the event of a proposed sale
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of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each
option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion and in lieu of
such assumption or substitution, to shorten the Offering Period
then in progress by setting a new Exercise Date (the "New
Exercise Date"). If the Board shortens the Offering Period then
in progress in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify each
participant in writing, at least ten (10) days prior to the New
Exercise Date, that the Exercise Date for his or her option has
been changed to the New Exercise Date and that his or her option
will be exercised automatically on the New Exercise Date, unless
prior to such date he or she has withdrawn from the Offering
Period as provided in Section 10. For purposes of this
paragraph, an option granted under the Plan shall be deemed to be
assumed if, following the sale of assets or merger, the option
confers the right to purchase, for each share of option stock
subject to the option immediately prior to the sale of assets or
merger, the consideration (whether stock, cash or other
securities or property) received in the sale of assets or merger
by holders of Common Stock for each share of Common Stock held on
the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if such consideration
received in the sale of assets or merger was not solely common
stock of the successor corporation or its parent (as defined in
Section 424(e) of the Code), the Board may, with the consent of
the successor corporation, provide for the consideration to be
received upon exercise of the option to be solely common stock of
the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of
Common Stock in the sale of assets or merger.
(c) OTHER ADJUSTMENTS. The Board may, if it so determines
in the exercise of its sole discretion but subject to the
requirements of Section 423 of the Code, also make provision for
adjusting the Reserves, as well as the price per share of Common
Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of
its outstanding Common Stock not covered by subsection (a)
hereof, and in the event of the Company being consolidated with
or merged into any other corporation.
19. AMENDMENT OR TERMINATION.
(a) RIGHT OF COMPANY TO AMEND OR TERMINATE PLAN;
LIMITATIONS. The Board may at any time terminate or amend the
Plan. Except as provided in Section 18, no such termination may
affect options previously granted, nor may an amendment make any
change in any option theretofore granted which adversely affects
the rights of any participant without the written consent of such
participant. In addition, to the extent necessary to comply with
Rule 16b-3 under the Exchange Act or Section 423 of the Code (or
any successor rules or provisions or any other applicable laws or
regulations), the Company shall obtain stockholder approval in
such a manner and to such a degree as so required.
(b) ADDITIONAL RIGHTS OF THE COMPANY. Without stockholder
consent and without regard to whether any participant rights may
be considered to have been adversely affected, the Board (or its
committee) shall be entitled to change the duration of future
Offering Periods (subject to Section 4 hereof), limit the
frequency and/or number of changes in the amount withheld during
an Offering Period, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays
or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld
from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent
with the Plan.
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<PAGE>
20. NOTICES. All notices or other communications by a
participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
21. CONDITIONS UPON ISSUANCE OF SHARES.
(a) COMPLIANCE WITH LAW. Shares shall not be issued with
respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with
respect to such compliance.
(b) INVESTMENT REPRESENTATIONS. As a condition to the
exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of
any such exercise that the shares are being purchased only for
investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the
Company, such a representation is required by any of the
aforementioned applicable provisions of law.
22. TERM OF PLAN; EFFECTIVE DATE. The Plan shall become
effective upon the earlier to occur of its adoption by the Board
or its approval by the stockholders of the Company. It shall
continue in effect for a term of ten (10) years unless sooner
terminated under Section 19.
23. ADDITIONAL RESTRICTIONS OF RULE 16B-3. The terms and
conditions of options granted hereunder to, and the purchase of
shares by, persons subject to Section 16 of the Exchange Act
shall comply with the applicable provisions of Rule 16b-3. This
Plan shall be deemed to contain, and such options shall contain,
and the shares issued upon exercise thereof shall be subject to,
such additional conditions and restrictions as may be required by
Rule 16b-3 to qualify for the maximum exemption from Section 16
of the Exchange Act with respect to Plan transactions.
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<PAGE>
New Election ______
Change of Election ______
PCD Inc.
1998 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
________________________, hereby elect to participate in the
PCD Inc. 1998 Employee Stock Purchase Plan (the "Plan") for the
Offering Period ________________, ______ to ______________,
________ and for all subsequent Offering Periods under the Plan,
and subscribe to purchase shares of the Company's Common Stock in
accordance with this Subscription Agreement and the Plan.
2. I elect to have Contributions in the amount of ___% of my
Compensation, as those terms are defined in the Plan, applied to
this purchase. I understand that this amount must be not less
than the percentage that will result in Contributions of at least
$150.00 per Offering Period and not more than 10% of my
Compensation during the Offering Period.
3. I hereby authorize payroll deductions from each paycheck
during the Offering Period at the rate stated in Section 2 of
this Subscription Agreement. I understand that all payroll
deductions made by me shall be credited to my account under the
Plan and that I may not make any additional payments into such
account. I understand that all payments made by me shall be
accumulated for the purchase of shares of Common Stock at the
applicable purchase price determined in accordance with the Plan.
I understand that, except as otherwise set forth in the Plan,
shares will be purchased for me automatically on the Exercise
Date of the Offering Period unless I withdraw from the Plan by
giving written notice to the Company for such purpose.
4. I understand that I may discontinue at any time prior to the
Exercise Date my participation in the Plan as provided in
Section 10 of the Plan. I also understand that on one occasion
only during the Offering Period I may increase or decrease the
rate of my Contributions during the Offering Period by completing
and filing with the Company a new Subscription Agreement. The
change in rate shall be effective as of the beginning of the
calendar quarter following the date of filing of the new
Subscription Agreement.
5. I have received a copy of the Company's most recent
description of the Plan and a copy of the complete Plan document.
I understand that my participation in the Plan is in all respects
subject to the terms of the Plan.
6. Shares purchased for me under the Plan should be issued in
the name(s) of (name of employee or employee and spouse only):
__________________________________
__________________________________
7. In the event of my death, I hereby designate the following
as my beneficiary(ies) to receive all payments and shares due to
me under the Plan:
NAME: (Please print) __________________________________
(First) (Middle) (Last)
___________________________ __________________________________
(Relationship) (Address)
__________________________________
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8. I understand that if I dispose of any shares received by me
pursuant to the Plan within 2 years after the Offering Date (the
first day of the Offering Period during which I purchased such
shares) or within 1 year after the last day of the Offering
Period, I will be treated for federal income tax purposes as
having received ordinary compensation income at the time of such
disposition in an amount equal to the excess of the fair market
value of the shares at the time such shares were transferred to
me over the price which I paid for the shares, regardless of
whether I disposed of the shares at a price less than their fair
market value at transfer. The remainder of the gain or loss, if
any, recognized on such disposition will be treated as capital
gain or loss.
I hereby agree to notify the Company in writing within 30
days after the date of any such disposition, and I will make
adequate provision for federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the
Common Stock. The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any
applicable withholding obligation including any withholding
necessary to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Common
Stock by me.
9. If I dispose of such shares at any time after expiration of
the 2-year and 1-year holding periods, I understand that I will
be treated for federal income tax purposes as having received
compensation income only to the extent of an amount equal to the
lesser of (a) the excess, if any, of the fair market value of the
shares at the time of such disposition over the purchase price
which I paid for the shares under the option, or (b) the
difference between the fair market value of the shares on the
Offering Date and the Option Price on the Offering Date. The
remainder of the gain or loss, if any, recognized on such
disposition will be treated as capital gain or loss.
I understand that this tax summary is only a summary and is
subject to change.
10. I hereby agree to be bound by the terms of the Plan. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Plan.
SIGNATURE:_______________________
SOCIAL SECURITY #:_______________ DATE:______________________
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<PAGE>
PCD Inc.
1998 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
I, __________________, hereby elect to withdraw my
participation in the PCD Inc. 1998 Employee Stock Purchase Plan
(the "Stock Purchase Plan") for the Offering Period ending
_________________. The withdrawal covers all Contributions
credited to my account and is effective on the date designated
below.
I understand that all Contributions credited to my account
will be paid to me without interest within ten (10)business days
of receipt by the Company of this Notice of Withdrawal and that
my option for the current period will automatically terminate,
and that no further Contributions for the purchase of shares can
be made by me during the Offering Period.
I understand that my withdrawal from this Offering will not
affect my eligibility to participate in a succeeding Offering
Period or in any similar plan that may hereafter be adopted by
the Company. I understand and agree, however, that I will be
eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.
Dated:___________________ __________________________________
Signature of Employee
__________________________________
Social Security Number
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