<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California 95-2920557
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 East Bonita Avenue 91767
Pomona, California (Zip code)
(Address of principal executive offices)
-------------------
1996 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
-------------------
JAMES C. LOCKWOOD
Vice President - General Counsel
Keystone Automotive Industries, Inc.
700 East Bonita Avenue
Pomona, California 91767
(Name and address of agent for service)
(909) 624-8041
(Telephone number, including area code, of agent for service)
Copy to:
PAUL H. IRVING, ESQ.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered (1) per share (2) offering price fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 370,000 $25.125 $9,296,250 $2,742.39
==========================================================================================
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares of Common
Stock as may be issued upon exercise of options and the grant of certain
other awards under the 1996 Employee Stock Incentive Plan as a result of
the adjustment provisions thereof.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(h) and Rule 457(c), based upon the average of the
high and low prices of the Common Stock as reported on the Nasdaq National
Market System on June 19, 1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.
Item 1. Plan Information.
----------------
a. Prospectus for the 1996 Employee Stock Incentive Plan
b. 1996 Employee Stock Incentive Plan
c. Amendment No. 1 to 1996 Employee Stock Incentive Plan
d. Form of Incentive Stock Option Agreement
e. Form of Non-Qualified Stock Option Agreement
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referred to in Item 1 above.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Keystone Automotive Industries, Inc. (the "Registrant") hereby files
this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the "Commission") to register 370,000 shares (the "Shares") of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1996
Employee Stock Incentive Plan, as amended (the "Plan"), and such indeterminate
number of shares as may become available under the Plan as a result of the
adjustment provisions thereof. The Shares are in addition to 730,000 shares of
the Registrant's Common Stock registered on a Registration Statement on Form S-8
filed with and declared effective by the Securities and Exchange Commission on
March 27, 1997. The Plan covers an aggregate of 1,100,000 shares of the
Registrant's Common Stock.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
March 27, 1998, filed with the Securities and Exchange Commission on
June 25, 1998;
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
document referred to in (a) above; and
(c) The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A, as declared
effective by the Commission on June 20, 1996, including any amendment
or report filed for the purpose of updating such information.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the
II-1
<PAGE>
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.
Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.
Article Seven of the Amended and Restated Articles of Incorporation of
the Registrant provides as follows:
Seven: The liability of the directors of this corporation for
-----
monetary damages shall be eliminated to the fullest extent permissible
under California law. This corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the California
Law) through bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California
Law, subject only to the applicable limits set forth in Section 204 of
the California Law with respect to actions for breach of duty to the
corporation and its shareholders. This corporation is authorized to
purchase and maintain insurance on behalf of its agents against any
liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such from a company, the
shares of which are owned in whole or in part by this corporation,
provided that any policy issued by such company is limited to the
extent required by applicable law. Any repeal or modification of the
foregoing provisions of this Article Seven by the shareholders of this
corporation shall not adversely affect any right or protection of an
agent of this corporation existing at the time of that repeal or
modification.
Section 3.16 of the Amended and Restated Bylaws of the Registrant
provides as follows:
Section 3.16 Indemnification of Directors, Officers, Employees, and
------------------------------------------------------
Other Agents.
- ------------
(a) The corporation shall, to the maximum extent and in the manner
permitted by the California Corporations Code ("Code"), indemnify each
of its directors against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding (as defined in
Section 317(a) of the Code), arising by reason of the fact that such
person is or was an agent of the corporation. For purposes of this
Section 3.16, a "director" of the corporation includes any person (i)
who is or was a director of the corporation, (ii) who is or was
serving at the request of the corporation as a director of another
corporation, partnership, joint venture, trust or other enterprise, or
(iii) who was a director of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request
of such predecessor corporation.
(b) The corporation shall have the power, to the extent and in the
manner permitted by the Code, to indemnify each of its officers,
employees and agents against expenses (as defined in Section 317(a) of
the Code), judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any proceeding (as defined
in Section 317(a) of the Code), arising by reason of the fact that
such person is or was an officer, employee or agent of the
corporation. For purposes of this Section 3.16, an "officer,"
"employee" or "agent" of the corporation includes any person (i) who
is or was an officer, employee or agent of
II-2
<PAGE>
the corporation, (ii) who is or was serving at the request of the
corporation as an officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who
was an officer, employee or agent of the corporation which was a
predecessor corporation of the corporation or of another enterprise at
the request of such predecessor corporation.
(c) Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section
3.16(a) shall be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of the indemnified party to repay such
amount if it shall ultimately be determined that the indemnified party
is not entitled to be indemnified as authorized in this Section 3.16.
Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is permitted pursuant to Section
3.16(b) may be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of the indemnified party to repay such
amount if it shall ultimately be determined that the indemnified party
is not entitled to be indemnified as authorized in this Section 3.16.
(d) The indemnification provided by this Section 3.16 shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in an official capacity and as to action in another capacity
while holding such office, to the extent that such additional rights
to indemnification are authorized in the Articles of Incorporation.
(e) The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an agent of the
corporation against any liability asserted against or incurred by such
person in such capacity or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this Section 3.16.
(f) No indemnification or advance shall be made under this Section
3.16, except where such indemnification or advance is mandated by law
or the order, judgment or decree of any court of competent
jurisdiction, in any circumstance where it appears:
(1) That it would be inconsistent with a provision of the
Articles of Incorporation, these Bylaws, a resolution of the
shareholders or an agreement in effect at the time of the accrual of
the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(2) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
The Registrant has entered into indemnification agreements with
certain of its directors and executive officers which require the Registrant to
indemnify such persons to the fullest extent permitted by applicable law.
The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result
II-3
<PAGE>
of such claims, actions, suits or proceedings, which may be brought against them
by reason of their being or having been such directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<C> <S>
3.1(1) Amended and Restated Articles of Incorporation of the Registrant,
as amended.
3.2(2) Amended and Restated Bylaws of the Registrant, as amended.
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).
23.2 Consent of Independent Auditors (Ernst & Young LLP).
24.1 Power of Attorney (See page II-6).
99.1(3) 1996 Employee Stock Incentive Plan.
99.2(4) Amendment No. 1 to 1996 Employee Stock Incentive Plan.
99.3 Form of Incentive Stock Option Agreement.
99.4 Form of Non-Qualified Stock Option Agreement.
</TABLE>
(1) Filed as an exhibit to Amendment No. 2 to the Registration Statement on
Form S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and
as an exhibit to the Registrant's Annual Report on Form 10-K filed with the
Commission on June 25, 1998, and incorporated herein by reference.
(2) Filed as an exhibit to Amendment No. 2 to the Registration Statement on
Form S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and
as an exhibit to the Registration Statement on Form S-1 filed with the
Commission on June 6, 1997 (File No. 333-28709), and incorporated herein by
reference.
(3) Filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed with
the Commission on April 18, 1996 (File No. 333-3994), and incorporated
herein by reference.
(4) Filed as Exhibit 10.15 to the Registrant's Registration Statement on Form
S-4 filed with the Commission on May 18, 1998 (File No. 333-52969), and
incorporated herein by reference.
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 this 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 this Registration
Statement. Notwithstanding the foregoing,
II-4
<PAGE>
any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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 or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-5
<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 Pomona, State of California, on this 25th day of
June, 1998.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By /s/ Charles J. Hogarty
---------------------------------
Charles J. Hogarty, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles J. Hogarty and John M.
Palumbo his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with 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 he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute, 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 by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles J. Hogarty President, Chief Executive Officer June 25, 1998
- ------------------------ and Director (Principal Executive Officer)
Charles J. Hogarty
/s/ Al A. Ronco Executive Vice President, June 25, 1998
- ------------------------ Secretary and Director
Al A. Ronco
/s/ John M. Palumbo Vice President, Treasurer and Chief Financial June 25, 1998
- ------------------------ Officer (Principal Financial and Accounting Officer)
John M. Palumbo
/s/ Timothy C. McQuay Director June 25, 1998
- ------------------------
Timothy C. McQuay
/s/ George E. Seebart Director June 25, 1998
- ------------------------
George E. Seebart
/s/ Ronald G. Brown Director June 25, 1998
- ------------------------
Ronald G. Brown
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Sequential
Number Description Page Number
------ ----------- -----------
<C> <S> <C>
3.1(1) Amended and Restated Articles of Incorporation of the Registrant,
as amended.
3.2(2) Amended and Restated Bylaws of the Registrant, as amended.
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).
23.2 Consent of Independent Auditors (Ernst & Young LLP).
24.1 Power of Attorney (See page II-6).
99.1(3) 1996 Employee Stock Incentive Plan.
99.2(4) Amendment No. 1 to 1996 Employee Stock Incentive Plan.
99.3 Form of Incentive Stock Option Agreement.
99.4 Form of Non-Qualified Stock Option Agreement.
</TABLE>
(1) Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and as an
exhibit to the Registrant's Annual Report on Form 10-K filed with the
Commission on June 25, 1998, and incorporated herein by reference.
(2) Filed as an exhibit to Amendment No. 2 to the Registration Statement on Form
S-1 filed with the Commission on June 17, 1996 (File No. 333-3994) and as an
exhibit to the Registration Statement on Form S-1 filed with the Commission
on June 6, 1997 (File No. 333-28709), and incorporated herein by reference.
(3) Filed as Exhibit 10.10 to the Registration Statement on Form S-1 filed with
the Commission on April 18, 1996 (File No. 333-3994), and incorporated
herein by reference.
(4) Filed as Exhibit 10.15 to the Registrant's Registration Statement on Form
S-4 filed with the Commission on May 18, 1998 (File No. 333-52969), and
incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MANATT, PHELPS & PHILLIPS, LLP]
June 26, 1998
Keystone Automotive Industries, Inc.
700 East Bonita Avenue
Pomona, California 91767
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by Keystone Automotive
Industries, Inc., a California corporation (the "Company"), with the Securities
and Exchange Commission (the "SEC") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of 370,000 shares
of the Company's common stock (the "Common Stock"), that may be issued in the
aggregate pursuant to awards granted under the Company's 1996 Employee Stock
Incentive Plan, as amended (the "Plan").
In rendering this opinion, we have examined only the following
documents, together with the certificates of officers and governmental
authorities referenced in this letter:
1. The Amended and Restated Articles of Incorporation of the Company,
as certified by the California Secretary of State as of June 23,
1998;
2. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company as of June 26, 1998;
3. The Plan;
4. The forms of Incentive Stock Option Agreement and Non-Qualified
Stock Option Agreement (collectively, the "Agreements") to be used
in connection with the Plan;
5. Resolutions adopted by the Company's Board of Directors as of
April 17, 1996, on May 20, 1997 and June 25, 1998 and at meetings
of the shareholders of the Company on April 17, 1996 and August
26, 1997 pertaining to the adoption of the Plan, the Agreements
and the Registration Statement; and
6. The Registration Statement.
With respect to the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced copies. We also have obtained from the officers of the
Company certificates as to factual matters and, insofar as this opinion is based
on such matters of fact, we have relied on such certificates without independent
investigation.
Based solely upon the foregoing and assuming, without further inquiry,
that (i) all awards granted under the Plan to date have been, and all awards to
be granted under the Plan will be, duly and validly granted in accordance with
the terms of the Plan, (ii) the consideration for the shares of Common Stock to
be issued pursuant to such awards
<PAGE>
[SECOND PAGE LETTERHEAD OF MANATT, PHELPS & PHILLIPS, LLP]
Keystone Automotive Industries, Inc.
June 26, 1998
Page 2
will be received prior to the issuance thereof, (iii) the shares of Common Stock
to be issued pursuant to such awards will be issued in accordance with the terms
of the Plan and the applicable Agreements, (iv) the Registration Statement will
become effective under the Securities Act prior to the issuance of any shares of
Common Stock under the Plan and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or be pending before the SEC, (v)
prospectuses will be updated and delivered to participants in the Plan as
required by the Securities Act and the rules and regulations promulgated by the
SEC thereunder and (vi) the grant of awards under the Plan and the issuance of
shares of Common Stock pursuant to such awards will comply with the securities
laws of each state or jurisdiction applicable thereto (other than the Securities
Act), upon which assumptions the following opinion is expressly conditioned, it
is the opinion of the undersigned that the 370,000 shares of Common Stock
issuable by the Company pursuant to awards granted pursuant to the Plan will be,
when issued and delivered against payment therefor in accordance with the Plan,
the applicable Agreements and the Registration Statement, duly authorized,
validly issued, fully paid and non-assessable.
This opinion is limited to the current laws of the State of California
and the Securities Act and the rules and regulations promulgated by the SEC
thereunder, to present judicial interpretations thereof and to facts as they
presently exist. In rendering this opinion, we have no obligation to revise or
supplement it should the current laws of the State of California or the
Securities Act or such rules and regulations be changed by legislative action,
judicial decision or otherwise.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related document, nor is it to be filed
with or furnished to any government agency or other person, without the prior
written consent of the undersigned in each instance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
2
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Keystone Automotive Industries,
Inc. 1996 Employee Stock Incentive Plan of our report dated June 1, 1998
with respect to the consolidated financial statements and schedule of
Keystone Automotive Industries, Inc. included in the Annual Report (Form
10-K) for the year ended March 27, 1998.
/s/ ERNST & YOUNG LLP
Los Angeles, California
June 23, 1998
<PAGE>
EXHIBIT 99.3
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
1996 EMPLOYEE STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
This Stock Option Agreement ("Agreement") is made and entered into as
of the Date of Grant indicated below by and between Keystone Automotive
Industries, Inc., a California corporation (the "Company"), and the person named
below ("Employee").
WHEREAS, Employee is an employee of the Company or one or more of its
subsidiaries; and
WHEREAS, pursuant to the Company's 1996 Employee Stock Incentive Plan
(the "Plan"), the committee of the Board of Directors of the Company
administering the Plan (the "Committee") has approved the grant to Employee of
an option to purchase shares of the common stock of the Company (the "Common
Stock"), on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant Of Option; Certain Terms and Conditions. The Company
---------------------------------------------
hereby grants to Employee, and Employee hereby accepts, as of the Date of Grant,
an option to purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below, which option
shall expire at 5:00 p.m., California time, on the Expiration Date indicated
below and shall be subject to all of the terms and conditions set forth in this
Agreement (the "Option"). On each anniversary of the Date of Grant, the Option
shall become exercisable to purchase, and shall vest with respect to, that
number of Option Shares (rounded to the nearest whole share) equal to the total
number of Option Shares multiplied by the Annual Vesting Rate indicated below.
Employee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
Expiration Date:
Annual Vesting Rate:
1
<PAGE>
The Option is intended to qualify as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (an "Incentive Stock Option"),
and consequently:
(i) the Expiration Date shall not be more than ten years after the
Date of Grant and the Exercise Price per share shall not be less than the Fair
Market Value (as defined in the Plan) per share on the Date of Grant; provided,
however, that if, on the Date of Grant, Employee owns (after application of the
family and other attribution rules of Section 425(d) of the Internal Revenue
Code of 1986, as amended) more than 10% of the total combined voting power of
all classes of stock of the Company or of its parent or subsidiary corporations,
then the Expiration Date shall not be more than five years after the Date of
Grant and the Exercise Price per share shall not be less than 110% of the Fair
Market Value per share on the Date of Grant; and
(ii) the aggregate Fair Market Value (determined as of the date
such options are granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by Employee during
any calendar year (under the Plan and all other stock option plans of the
Company and its parent and subsidiary corporations) shall not exceed $100,000.
2. Acceleration and Termination of Option.
--------------------------------------
(a) Termination of Employment.
(i) Termination Within One Year After Change of Control. In the
---------------------------------------------------
event that Employee shall cease to be an employee or independent contractor of
the Company or any of its subsidiaries (such event shall be referred to herein
as the "Termination" of Employee's "Employment") for any reason, or for no
reason, within one year after a Change of Control (as hereinafter defined), then
(A) the portion of the Option that has not vested on or prior to the date of
such Termination of Employment shall fully vest on such date and (B) the Option
shall terminate upon the earlier of the Expiration Date or the first anniversary
of the date of such Termination of Employment. "Change of Control" shall mean
the first to occur of the following events:
(A) any date upon which the directors of the Company who were
last nominated by the Board of Directors (the "Board") for election as
directors cease to constitute a majority of the directors of the
Company;
(B) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
such person or entity, shall have become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power
of the Company (a "25% Stockholder"); provided, however, that the
-------- -------
terms "person" and "entity," as used in this
2
<PAGE>
clause (B), shall not include (1) the Company or any of its
subsidiaries, (2) any employee benefit plan of the Company or any of
its subsidiaries, (3) any entity holding voting securities of the
Company for or pursuant to the terms of any such plan, (4) any person
or entity if the transaction that resulted in such person or entity
becoming a 25% Stockholder was approved in advance by the Board or (5)
any person or entity who was a 25% Stockholder on the date of adoption
of the Plan by the Board; or
(C) a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole purpose
of which is to change the Company's domicile solely within the United
States) the consummation of which results in the outstanding
securities of any class then subject to the Option being exchanged for
or converted into cash, property or a different kind of securities;
provided, however, that a Change of Control shall not be deemed to
-------- -------
occur if, as a result of such reorganization, merger or consolidation
of the Company, the securities of any class then subject to the Option
(the "Option Securities") are exchanged for or converted into
securities that represent the same beneficial ownership of the Company
and possess the same voting, liquidation and other rights to which the
Option Securities were entitled immediately prior to such
reorganization, merger or consolidation.
(ii) Retirement. If Employee's Employment is Terminated by reason of
-----------
Employee's retirement in accordance with the Company's then current retirement
policy ("Retirement"), and a Change of Control shall not have occurred within
one year prior thereto, then (A) the portion of the Option that has not vested
on or prior to the date of such Retirement shall terminate on such date and (B)
the remaining vested portion of the Option shall terminate on the date three (3)
months after the date of such Termination of Employment.
(iii) Death or Permanent Disability. If Employee's Employment is
------------------------------
Terminated by reason of the death or Permanent Disability (as hereinafter
defined) of Employee, and a Change of Control shall not have occurred within one
year prior thereto, then (A) the portion of the Option that has not vested on or
prior to the date of such Termination of Employment shall terminate on such date
and (B) the remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the date of such
Termination of Employment. "Permanent Disability" shall mean the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
not less than 12 months. Employee shall not be deemed to have a Permanent
Disability until proof of the existence thereof shall have been furnished to the
Board in such form and manner, and at such times, as the Board may require. Any
determination by the Board that Employee does or does not have a Permanent
Disability shall be final and binding upon the Company and Employee.
3
<PAGE>
(iv) Other Termination. If Employee's Employment is Terminated for
------------------
no reason, or for any reason other than Retirement, death or Permanent
Disability, and a Change of Control shall not have occurred within one year
prior thereto, then the Option shall terminate upon the date of such Termination
of Employment.
(b) Death Following Termination of Employment. Notwithstanding
-----------------------------------------
anything to the contrary contained in this Agreement, if Employee shall die at
any time after the Termination of his or her Employment and prior to the
Expiration Date, then (i) the portion of the Option that has not vested on or
prior to the date of such death shall terminate on such date and (ii) the
remaining vested portion of the Option shall terminate on the earlier of the
Expiration Date or the first anniversary of the date of such death.
(c) Other Events Causing Acceleration of Option. The Committee, in
-------------------------------------------
its sole discretion, may accelerate the exercisability of the Option at any time
and for any reason.
(d) Other Events Causing Termination of Option. Notwithstanding
------------------------------------------
anything to the contrary contained in this Agreement, the Option shall terminate
upon the consummation of any of the following events, or, if later, the
thirtieth day following the first date upon which such event shall have been
approved by both the Board and the shareholders of the Company:
(i) the dissolution or liquidation of the Company; or
(ii) a sale of substantially all of the property and assets
of the Company, unless the terms of such sale shall provide
otherwise.
3. Adjustments. In the event that the outstanding securities of the
-----------
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then, unless such event shall cause the Option to
terminate pursuant to Section 2(d) hereof, the Committee shall make appropriate
and proportionate adjustments in the number and type of shares or other
securities or cash or other property that may thereafter be acquired upon the
exercise of the Option; provided, however, that any such adjustments in the
-------- -------
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
4. Exercise.
--------
(a) The Option shall be exercisable during Employee's lifetime
only by Employee or by his or her guardian or legal representative, and after
Employee's death only by the person or entity entitled to do so under Employee's
last will and testament or applicable intestate law. The Option may only be
exercised by the delivery to the Company of a written notice of such exercise,
which notice shall specify the number of Option Shares to be purchased
4
<PAGE>
(the "Purchased Shares") and the aggregate Exercise Price for such shares (the
"Exercise Notice"), together with payment in full of such aggregate Exercise
Price in cash or by check payable to the Company; provided, however, that
-------- -------
payment of such aggregate Exercise Price may instead be made, in whole or in
part, by the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by a duly
executed stock powers, which delivery effectively transfers to the Company good
and valid title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) thereof on the date of such
exercise), provided that the Company is not then prohibited from purchasing or
acquiring such shares of Common Stock.
5. Payment of Withholding Taxes. If the Company becomes obligated
----------------------------
to withhold an amount on account of any tax imposed as a result of the exercise
of the Option, including, without limitation, any federal, state, local or other
income tax, or any F.I.C.A., state disability insurance tax or other employment
tax, then Employee shall, on the first day upon which the Company becomes
obligated to pay such amount to the appropriate taxing authority, pay such
amount to the Company in cash or by check payable to the Company.
6. Notices. All notices and other communications required or
-------
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
700 East Bonita Avenue, Pomona, California 91767, Attention: Al A. Ronco, or to
Employee at the address set forth beneath his or her signature on the signature
page hereto, or at such other addresses as they may designate by written notice
in the manner aforesaid.
7. Stock Exchange Requirements; Applicable Laws. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (i) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange upon which
shares of that class are then listed or (ii) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
8. Nontransferability. Neither the Option nor any interest therein
------------------
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
9. Plan. The Option is granted pursuant to the Plan, as in effect
----
on the Date of Grant, and is subject to all the terms and conditions of the
Plan, as the same may be amended from time to time; provided, however, that no
-------- -------
such amendment shall deprive Employee, without his or her consent, of the Option
or of any of Employee's rights under this Agreement. The interpretation and
construction by the Committee of the Plan, this Agreement, the Option and such
5
<PAGE>
rules and regulations as may be adopted by the Committee for the purpose of
administering the Plan shall be final and binding upon Employee. Until the
Option shall expire, terminate or be exercised in full, the Company shall, upon
written request therefor, send a copy of the Plan, in its then-current form, to
Employee or any other person or entity then entitled to exercise the Option.
10. Shareholder Rights. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
11. Employment or Contract Rights. No provision of this Agreement or
-----------------------------
of the Option granted hereunder shall (i) confer upon Employee any right to
continue in the employ of or contract with the Company or any of its
subsidiaries, (ii) affect the right of the Company and each of its subsidiaries
to terminate the employment of Employee, with or without cause, or (iii) confer
upon Employee any right to participate in any employee welfare or benefit plan
or other program of the Company or any of its subsidiaries other than the Plan.
EMPLOYEE HEREBY ACKNOWLEDGES AND AGREES THAT THE COMPANY AND EACH OF ITS
SUBSIDIARIES MAY TERMINATE THE EMPLOYMENT OF EMPLOYEE AT ANY TIME AND FOR ANY
REASON, OR FOR NO REASON, UNLESS EMPLOYEE AND THE COMPANY OR SUCH SUBSIDIARY ARE
PARTIES TO A WRITTEN EMPLOYMENT AGREEMENT THAT EXPRESSLY PROVIDES OTHERWISE.
12. Governing Law. This Agreement and the Option granted hereunder
-------------
shall be governed by and construed and enforced in accordance with the laws of
the State of California without reference to choice or conflict of law
principles.
IN WITNESS WHEREOF, the Company and Employee have duly executed this
Agreement as of the Date of Grant.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By____________________________
Authorized Representative
EMPLOYEE
______________________________
Signature
6
<PAGE>
------------------------------
Printed Name
------------------------------
Street Address
------------------------------
City, State and Zip Code
------------------------------
Social Security Number
7
<PAGE>
EXHIBIT 99.4
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
1996 EMPLOYEE STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
This Stock Option Agreement ("Agreement") is made and entered into as
of the Date of Grant indicated below by and between Keystone Automotive
Industries, Inc., a California corporation (the "Company"), and the person named
below ("Participant").
WHEREAS, Participant is an employee or independent contractor of the
Company or one or more of its subsidiaries; and
WHEREAS, pursuant to the Company's 1996 Employee Stock Incentive Plan
(the "Plan"), the Committee of the Board of Directors of the Company
administering the Plan (the "Committee") has approved the grant to Participant
of an option to purchase shares of the common stock of the Company (the "Common
Stock"), on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. Grant Of Option; Certain Terms and Conditions. The Company
---------------------------------------------
hereby grants to Participant, and Participant hereby accepts, as of the Date of
Grant, an option to purchase the number of shares of Common Stock indicated
below (the "Option Shares") at the Exercise Price per share indicated below,
which option shall expire at 5:00 p.m., California time, on the Expiration Date
indicated below and shall be subject to all of the terms and conditions set
forth in this Agreement (the "Option"). On each anniversary of the Date of
Grant, the option shall become exercisable to purchase, and shall vest with
respect to, that number of Option Shares (rounded to the nearest whole share)
equal to the total number of Option Shares multiplied by the Annual Vesting Rate
indicated below.
Participant:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
Expiration Date:
Annual Vesting Rate:
1
<PAGE>
The Option is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.
2. Acceleration and Termination of Option.
--------------------------------------
(a) Termination of Employment.
(i) Termination Within One Year After Change of Control. In the
---------------------------------------------------
event that Participant shall cease to be an employee or independent contractor
of the Company or any of its subsidiaries (such event shall be referred to
herein as the "Termination" of Participant's "Employment") for any reason, or
for no reason, within one year after a Change of Control (as hereinafter
defined), then (A) the portion of the Option that has not vested on or prior to
the date of such Termination of Employment shall fully vest on such date and (B)
the Option shall terminate upon the earlier of the Expiration Date or the first
anniversary of the date of such Termination of Employment. "Change of Control"
shall mean the first to occur of the following events:
(A) any date upon which the directors of the Company who
were last nominated by the Board of Directors (the "Board") for
election as directors cease to constitute a majority of the directors
of the Company;
(B) the date of the first public announcement that any
person or entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
such person or entity, shall have become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of voting
securities of the Company representing 25% or more of the voting power
of the Company (a "25% Stockholder"); provided, however, that the
-------- -------
terms "person" and "entity," as used in this clause (B), shall not
include (1) the Company or any of its subsidiaries, (2) any employee
benefit plan of the Company or any of its subsidiaries, (3) any entity
holding voting securities of the Company for or pursuant to the terms
of any such plan, (4) any person or entity if the transaction that
resulted in such person or entity becoming a 25% Stockholder was
approved in advance by the Board or (5) any person or entity who was a
25% Stockholder on the date of adoption of the Plan by the Board; or
(C) a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole purpose
of which is to change the Company's domicile solely within the United
States) the consummation of which results in the outstanding
securities of any class then subject to the Option being exchanged for
or converted into cash, property or a different kind of securities;
provided, however, that a Change of Control shall not be deemed to
-------- -------
occur if, as a result of such
2
<PAGE>
reorganization, merger or consolidation of the Company, the securities
of any class then subject to the Option (the "Option Securities") are
exchanged for or converted into securities that represent the same
beneficial ownership of the Company and possess the same voting,
liquidation and other rights to which the Option Securities were
entitled immediately prior to such reorganization, merger or
consolidation.
(ii) Retirement. If Participant's Employment is Terminated by
-----------
reason of Participant's retirement in accordance with the Company's then current
retirement policy ("Retirement"), and a Change of Control shall not have
occurred within one year prior thereto, then (A) the portion of the Option that
has not vested on or prior to the date of such Retirement shall terminate on
such date and (B) the remaining vested portion of the Option shall terminate on
the date three (3) months after the date of such Termination of Employment.
(iii) Death or Permanent Disability. If Participant's Employment
------------------------------
is Terminated by reason of the death or Permanent Disability (as hereinafter
defined) of Participant, and a Change of Control shall not have occurred within
one year prior thereto, then (A) the portion of the Option that has not vested
on or prior to the date of such Termination of Employment shall terminate on
such date and (B) the remaining vested portion of the Option shall terminate
upon the earlier of the Expiration Date or the first anniversary of the date of
such Termination of Employment. "Permanent Disability" shall mean the inability
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
not less than 12 months. Participant shall not be deemed to have a Permanent
Disability until proof of the existence thereof shall have been furnished to the
Board in such form and manner, and at such times, as the Board may require. Any
determination by the Board that Participant does or does not have a Permanent
Disability shall be final and binding upon the Company and Participant.
(iv) Other Termination. If Participant's Employment or the
------------------
independent contractor's contract with the company is Terminated for no reason,
or for any reason other than Retirement, death or Permanent Disability, and a
Change of Control shall not have occurred within one year prior thereto, then
the Option shall terminate upon the date of such Termination of Employment.
(b) Death Following Termination of Employment. Notwithstanding
-----------------------------------------
anything to the contrary contained in this Agreement, if Participant shall die
at any time after the Termination of his or her Employment and prior to the
Expiration Date, then (i) the portion of the Option that has not vested on or
prior to the date of such death shall terminate on such date and (ii) the
remaining vested portion of the Option shall terminate on the earlier of the
Expiration Date or the first anniversary of the date of such death.
(c) Other Events Causing Acceleration of Option. The Committee, in
-------------------------------------------
its sole discretion, may accelerate the exercisability of the Option at any time
and for any reason.
3
<PAGE>
(d) Other Events Causing Termination of Option. Notwithstanding
------------------------------------------
anything to the contrary contained in this Agreement, the Option shall terminate
upon the consummation of any of the following events, or, if later, the
thirtieth day following the first date upon which such event shall have been
approved by both the Board and the shareholders of the Company:
(i) the dissolution or liquidation of the Company; or
(ii) a sale of substantially all of the property and assets of
the Company, unless the terms of such sale shall provide otherwise.
3. Adjustments. In the event that the outstanding securities of the
-----------
class then subject to the Option are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of securities, or
cash, property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, dividend (other than a
regular cash dividend) or other distribution, stock split, reverse stock split
or the like, or in the event that substantially all of the property and assets
of the Company are sold, then, unless such event shall cause the Option to
terminate pursuant to Section 2(d) hereof, the Committee shall make appropriate
and proportionate adjustments in the number and type of shares or other
securities or cash or other property that may thereafter be acquired upon the
exercise of the Option; provided, however, that any such adjustments in the
-------- -------
Option shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.
4. Exercise.
--------
(a) The Option shall be exercisable during Participant's
lifetime only by Participant or by his or her guardian or legal representative,
and after Participant's death only by the person or entity entitled to do so
under Participant's last will and testament or applicable intestate law. The
Option may only be exercised by the delivery to the Company of a written notice
of such exercise, which notice shall specify the number of Option Shares to be
purchased (the "Purchased Shares") and the aggregate Exercise Price for such
shares (the "Exercise Notice"), together with payment in full of such aggregate
Exercise Price in cash or by check payable to the Company; provided, however,
-------- -------
that payment of such aggregate Exercise Price may instead be made, in whole or
in part, by the delivery to the Company of a certificate or certificates
representing shares of Common Stock, duly endorsed or accompanied by a duly
executed stock powers, which delivery effectively transfers to the Company good
and valid title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) thereof on the date of such
exercise), provided that the Company is not then prohibited from purchasing or
acquiring such shares of Common Stock.
5. Payment of Withholding Taxes. If the Company becomes obligated
----------------------------
to withhold an amount on account of any tax imposed as a result of the exercise
of the Option, including, without limitation, any federal, state, local or other
income tax, or any F.I.C.A., state disability insurance tax or other employment
tax, then Participant shall, on the first day upon
4
<PAGE>
which the Company becomes obligated to pay such amount to the appropriate taxing
authority, pay such amount to the Company in cash or by check payable to the
Company.
6. Notices. All notices and other communications required or
-------
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed given if delivered personally or five days after mailing by certified
or registered mail, postage prepaid, return receipt requested, to the Company at
700 East Bonita Avenue, Pomona, California 91767, Attention: Al A. Ronco, or to
Participant at the address set forth beneath his or her signature on the
signature page hereto, or at such other addresses as they may designate by
written notice in the manner aforesaid.
7. Stock Exchange Requirements; Applicable Laws. Notwithstanding
--------------------------------------------
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (i) such shares have not been admitted
to listing upon official notice of issuance on each stock exchange or other
market upon which shares of that class are then listed or (ii) in the opinion
of counsel to the Company, such issuance or delivery would cause the Company to
be in violation of or to incur liability under any federal, state or other
securities law, or any requirement of any stock exchange or other market listing
agreement to which the Company is a party, or any other requirement of law or of
any administrative or regulatory body having jurisdiction over the Company.
8. Nontransferability. Neither the Option nor any interest therein
------------------
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
9. Plan. The Option is granted pursuant to the Plan, as in effect
----
on the Date of Grant, and is subject to all the terms and conditions of the
Plan, as the same may be amended from time to time; provided, however, that no
-------- -------
such amendment shall deprive Participant, without his or her consent, of the
Option or of any of Participant's rights under this Agreement. The
interpretation and construction by the Committee of the Plan, this Agreement,
the Option and such rules and regulations as may be adopted by the Committee for
the purpose of administering the Plan shall be final and binding upon
Participant. Until the Option shall expire, terminate or be exercised in full,
the Company shall, upon written request therefor, send a copy of the Plan, in
its then-current form, to Participant or any other person or entity then
entitled to exercise the Option.
10. Shareholder Rights. No person or entity shall be entitled to
------------------
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
11. Employment or Contract Rights. No provision of this Agreement or
-----------------------------
of the Option granted hereunder shall (i) confer upon Participant any right to
continue in the employ of or contract with the Company or any of its
subsidiaries, (ii) affect the right of the Company and
5
<PAGE>
each of its subsidiaries to terminate the employment or contract of Participant,
with or without cause, or (iii) confer upon Participant any right to participate
in any employee welfare or benefit plan or other program of the Company or any
of its subsidiaries other than the Plan. PARTICIPANT HEREBY ACKNOWLEDGES AND
AGREES THAT THE COMPANY AND EACH OF ITS SUBSIDIARIES MAY TERMINATE THE
EMPLOYMENT OR CONTRACT OF PARTICIPANT AT ANY TIME AND FOR ANY REASON, OR FOR NO
REASON, UNLESS PARTICIPANT AND THE COMPANY OR SUCH SUBSIDIARY ARE PARTIES TO A
WRITTEN EMPLOYMENT AGREEMENT OR INDEPENDENT CONTRACTOR THAT EXPRESSLY PROVIDES
OTHERWISE.
12. Governing Law. This Agreement and the Option granted hereunder
-------------
shall be governed by and construed and enforced in accordance with the laws of
the State of California without reference to choice or conflict of law
principles.
IN WITNESS WHEREOF, the Company and Participant have duly executed
this Agreement effective as of the Date of Grant.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By_____________________________
Authorized Representative
PARTICIPANT
______________________________
Signature
______________________________
Printed Name
______________________________
Street Address
______________________________
City, State and Zip Code
______________________________
Social Security Number
6
