As filed with the Securities and Exchange Commission on October 31, 1997.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVERSAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-0414210
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1501 North Hamilton Street, Richmond, Virginia 23230
(Address of Principal Executive Offices) (Zip Code)
------------------
UNIVERSAL CORPORATION
1997 EXECUTIVE STOCK PLAN
(Full Title of the Plan)
James M. White, III, Esquire
Secretary and General Counsel
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23230
(804) 359-9311
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
-----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================== =============== ====================== ====================== =================
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price per Aggregate Offering Registration
Title of Securities to be Registered Registered (1) Share (2) Price Fee
- ------------------------------------- --------------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,000,000 $36.8125 $73,625,000 $22,310.61
Rights to Purchase Series A Junior
Participating Preferred Stock (3) (3) (3) (3)
===================================== =============== ====================== ====================== =================
</TABLE>
(1) The amount of Common Stock registered hereunder shall be deemed to
include any additional shares issuable as a result of any stock split,
stock dividend or other change in the capitalization of the Registrant.
(2) Pursuant to Rule 457(h), the offering price is based on the average of
the high ($37.625) and low ($36.00) prices as reported on the composite
tape of New York Stock Exchange listed issues on October 28, 1997.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock
will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock. No
additional registration fee is required.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997, File No. 1-652, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(2) the Registrant's Current Reports on Form 8-K filed on July 17,
1997, July 17, 1997 and August 21, 1997, respectively; and
(3) the description of the Registrant's Common Stock and associated
preferred share purchase rights contained in the Registrant's
registration statement on Form 8-A, dated February 9, 1989 (the
"Form 8-A"); Amendment No. 1 to the Form 8-A, dated May 7, 1991;
Amendment No. 2 to the Form 8-A, dated July 17, 1992; and the
Registrant's Registration Statement on Form S-3, dated February
25, 1993.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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
filing of such documents. Any statement contained 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
also is or is deemed to be incorporated by reference herein modified or
supersedes such earlier 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
Williams, Mullen, Christian & Dobbins P.C., counsel to the Registrant,
has rendered its opinion that the shares of Common Stock that constitute
original issuance securities will, when issued pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and nonassessable.
Attorneys employed by the firm beneficially owned an aggregate of approximately
385,430 shares of the Registrant's Common Stock as of October 28, 1997, which
had an aggregate value of $14,501,803.75 based on the closing sales price of the
Registrant's Common Stock on such date.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes
II-1
<PAGE>
the corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses and
liabilities incurred in legal proceedings and authorizing the Board of Directors
to advance and reimburse expenses as permitted by law. The Articles of
Incorporation of the Registrant also eliminate the liability of directors and
officers to the Registrant or its shareholders for monetary damages in excess of
one dollar to the full extent permitted by the Code.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
File No. 1- 652).
4.3 Rights Agreement, dated February 2, 1989, between the Registrant
and Sovran Bank, N.A., as Rights Agent (incorporated herein by
reference to the Registrant's Form 8-A Registration Statement,
dated February 9, 1989, File No. 1-652).
4.4 Amendment to Rights Agreement, dated May 2, 1991, between the
Registrant and Sovran Bank, N.A., as Rights Agent (incorporated
herein by reference to the Registrant's Form 8 Amendment No. 1,
dated May 7, 1991, to Form 8-A Registration Statement, dated
February 9, 1989, File No. 1-652).
4.5 Amendment to Rights Agreement, dated July 17, 1992, between the
Registrant, NationsBank, N.A., as Rights Agent, and Wachovia Bank
of North Carolina, N.A., as Successor Rights Agent (incorporated
herein by reference to the Registrant's
II-2
<PAGE>
Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A
Registration Statement, dated February 9, 1989, File No. 1-652).
4.6 Specimen Common Stock Certificate (incorporated herein by reference
to the Registrant's Form S-3, dated February 25, 1993, File No.
1-652).
4.7 Universal Corporation 1997 Executive Stock Plan.*
5.1 Opinion of Williams, Mullen, Christian & Dobbins.*
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
--------------
*Filed herewith
Item 9. Undertakings
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; and
(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;
(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.
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 the
registration statement
II-3
<PAGE>
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Richmond, Commonwealth of Virginia, on this 28th
day of October, 1997.
UNIVERSAL CORPORATION
By: /s/ Henry H. Harrell
-----------------------------------------
Henry H. Harrell
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Henry H. Harrell and William L.
Taylor, either of whom may act individually, as attorneys-in-fact and agents for
the undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
exhibits thereto, and any other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of securities covered hereby,
with full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Henry H. Harrell Chairman and October 28, 1997
- ------------------------------------------- Chief Executive Officer
Henry H. Harrell (Principal Executive Officer)
/s/ Hartwell H. Roper Vice President and October 28, 1997
- ------------------------------------------- Chief Financial Officer
Hartwell H. Roper (Principal Financial Officer)
/s/ William J. Coronado Controller October 28, 1997
- ------------------------------------------- (Principal Accounting Officer)
William J. Coronado
<PAGE>
/s/ William W. Berry Director October 28, 1997
- -------------------------------------------
William W. Berry
- ------------------------------------------- Director October __, 1997
Ronald E. Carrier
- ------------------------------------------- Director October __, 1997
Lawrence S. Eagleburger
/s/ Joseph C. Farrell Director October 28, 1997
- -------------------------------------------
Joseph C. Farrell
- ------------------------------------------- Director October __, 1997
Charles H. Foster, Jr.
/s/ Richard G. Holder Director October 28, 1997
- -------------------------------------------
Richard G. Holder
/s/ Allen B. King Director October 28, 1997
- -------------------------------------------
Allen B. King
/s/ John D. Munford, II Director October 28, 1997
- -------------------------------------------
John D. Munford, II
/s/ Hubert R. Stallard Director October 28, 1997
- -------------------------------------------
Hubert R. Stallard
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4.1 Restated Articles of Incorporation (incorporated herein by
reference to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990, File No. 1-652).
4.2 Bylaws (incorporated herein by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, File No. 1- 652).
4.3 Rights Agreement, dated February 2, 1989, between the Registrant
and Sovran Bank, N.A., as Rights Agent (incorporated herein by
reference to the Registrant's Form 8-A Registration Statement,
dated February 9, 1989, File No. 1-652).
4.4 Amendment to Rights Agreement, dated May 2, 1991, between the
Registrant and Sovran Bank, N.A., as Rights Agent (incorporated
herein by reference to the Registrant's Form 8 Amendment No. 1,
dated May 7, 1991, to Form 8-A Registration Statement, dated
February 9, 1989, File No. 1-652).
4.5 Amendment to Rights Agreement, dated July 17, 1992, between the
Registrant, NationsBank, N.A., as Rights Agent, and Wachovia Bank
of North Carolina, N.A., as Successor Rights Agent (incorporated
herein by reference to the Registrant's Form 8 Amendment No. 2,
dated July 17, 1992, to Form 8-A Registration Statement, dated
February 9, 1989, File No. 1-652).
4.6 Specimen Common Stock Certificate (incorporated herein by
reference to the Registrant's Form S-3, dated February 25, 1993,
File No. 1-652).
4.7 Universal Corporation 1997 Executive Stock Plan.*
5.1 Opinion of Williams, Mullen, Christian & Dobbins.*
23.1 Consent of Williams, Mullen, Christian & Dobbins (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- --------------
*Filed herewith
Exhibit 4.7
UNIVERSAL CORPORATION
1997 EXECUTIVE STOCK PLAN
Article I
DEFINITIONS
1.1. Affiliate means any "subsidiary" or "parent corporation" (within
the meaning of Section 424 of the Code) of the Company.
1.2. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of a Grant or an Award issued to such Participant.
1.3. Award means an award of Common Stock and/or Restricted Stock.
1.4. Board means the Board of Directors of the Company.
1.5. Change of Control means and shall be deemed to have taken place
if: (i) any individual, entity or "group" (within the meaning of Sections
13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner of shares
of the Company having 20 percent or more of the total number of votes that may
be cast for the election of directors of the Company, other than (a) as a result
of any acquisition directly from the Company, or (b) as a result of any
acquisition by any employee benefit plans (or related trusts) sponsored or
maintained by the Company or its Subsidiaries; or (ii) there is a change in the
composition of the Board such that the individuals who, as of the date hereof,
constitute the Board (the Board as of the date hereof shall be hereinafter
referred to as the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, for purposes of this Section,
that any individual who becomes a member of the Board subsequent to the date
hereof whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the Incumbent Board (or deemed
to be such pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but, provided further, that any
such individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board shall not be so considered as a member of the Incumbent Board; or
(iii) if at any time, (w) the Company shall consolidate with, or merge with, any
other Person and the Company shall not be the continuing or surviving
corporation, (x) any Person shall consolidate with, or merge with, the Company,
and the Company shall be the continuing or surviving corporation and in
connection therewith, all or part of the outstanding Common Stock shall be
changed into or exchanged for stock or other securities of any other person or
cash or any other property, (y) the Company shall be a party to a statutory
share exchange with any other
<PAGE>
Person after which the Company is a Subsidiary of any other Person, or (z) the
Company shall sell or otherwise transfer 50% or more of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons.
1.6. Change of Control Date is the date on which an event described in
(i), (ii) or (iii) of Section 1.5 occurs.
1.7. Code means the Internal Revenue Code of 1986, as amended from
time to time. References to the Code shall include the valid and binding
governmental regulations, court decisions and other regulatory and judicial
authority issued or rendered thereunder.
1.8. Commission means the Securities and Exchange Commission or any
successor agency.
1.9. Committee means the Executive Compensation Committee of the
Board.
1.10. Common Stock means the Common Stock of the Company.
1.11. Company means Universal Corporation.
1.12. Disability, with respect to a Participant, means "disability" as
defined from time to time under any long-term disability plan of the Company or
Subsidiary with which the Participant is employed.
1.13. Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
1.14. Fair Market Value means, on any given date, the closing price of
a share of Common Stock as reported on the New York Stock Exchange composite
tape on such day or, if the Common Stock was not traded on the New York Stock
Exchange on such day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the Committee may
select.
1.15. Grant means the grant of an Option.
1.16. Incentive Stock Option means an Option that is intended to
qualify as an "incentive stock option" under Section 422 of the Code.
1.17. Non-Qualified Stock Option means an Option other than an
Incentive Stock Option.
1.18. Option means a stock option that entitles the holder to purchase
from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
-2-
<PAGE>
1.19. Option Price means the price per share for Common Stock purchased
on the exercise of an Option as provided in Article VI.
1.20. Participant means an officer, director or employee of the Company
or of a Subsidiary who satisfies the requirements of Article IV and is selected
by the Committee to receive a Grant or an Award.
1.21. Plan means the Universal Corporation 1997 Executive Stock Plan.
1.22. Prior Plan means the Universal Corporation 1989 Executive Stock
Plan.
1.23. Restricted Stock means shares of Common Stock awarded to a
Participant under Article IX. Shares of Common Stock shall cease to be
Restricted Stock when, in accordance with the terms of the applicable Agreement,
they become transferable and free of substantial risks of forfeiture.
1.24. Rule 16b-3 means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.
1.25. Securities Broker means the registered securities broker
acceptable to the Company who agrees to effect the cashless exercise of an
Option pursuant to Section 8.4 hereof.
1.26. Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
Article II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
officers, directors and key employees with ability and initiative by enabling
such persons who contribute significantly to the Company or an Affiliate to
participate in its future success and to associate their interests with those of
the Company and its shareholders. The Plan is intended to permit the award of
Common Stock and Restricted Stock, and the issuance of Options qualifying as
Incentive Stock Options or Non-Qualified Stock Options as designated by the
Committee at time of grant. No Option that is intended to be an Incentive Stock
Option, however, shall be invalid for failure to qualify as an Incentive Stock
Option under Section 422 of the Code but shall be treated as a Non-Qualified
Stock Option.
-3-
<PAGE>
Article III
ADMINISTRATION
The Plan shall be administered by the Committee. No Person shall be
appointed to or shall serve as a member of the Committee unless at the time of
such appointment and service he shall be a "non-employee director," as defined
in Rule 16b-3 and an "outside director," as defined in Section 162(m)(4)(C)(i)
of the Code. The Committee shall have authority to issue Grants and Awards upon
such terms (not inconsistent with the provisions of this Plan) as the Committee
may consider appropriate. The terms of such Grants and Awards may include
conditions (in addition to those contained in this Plan) on (i) the
exercisability of all or any part of an Option and (ii) the transferability or
forfeitability of Restricted Stock. In addition, the Committee shall have
complete authority to interpret all provisions of this Plan; to prescribe the
form of Agreements; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan. To
fulfill the purposes of the Plan without amending the Plan, the Committee may
also modify any Grants or Awards issued to Participants who are nonresident
aliens or employed outside of the United States to recognize differences in
local law, tax policy or custom.
The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. All expenses of
administering this Plan shall be borne by the Company.
Article IV
ELIGIBILITY
4.1. General. Any officer, director or employee of the Company or of
any Subsidiary (including any corporation that becomes a Subsidiary after the
adoption of this Plan) who, in the judgment of the Committee, has contributed
significantly or can be expected to contribute significantly to the profits or
growth of the Company or a Subsidiary may receive one or more Awards or Grants,
or any combination or type thereof. Employee and non-employee directors of the
Company are eligible to participate in this Plan.
4.2. Grants and Awards. The Committee will designate individuals to
whom Grants and/or Awards are to be issued and will specify the number of shares
of Common Stock subject to each such Grant or Award. An Option may be granted
alone or in addition to other Grants and/or Awards under the Plan. The Committee
shall have the authority to grant any Participant Incentive Stock Options,
Non-Qualified Stock Options or both types of Options; provided, however, that
Incentive Stock Options may be granted only to employees of the Company and its
subsidiaries (within the meaning of Section 424(f) of the Code). All Grants or
Awards issued under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other provisions as
the Committee may determine. No Participant may
-4-
<PAGE>
be granted Options that are Incentive Stock Options (under all Incentive Stock
Option plans of the Company and Affiliates) which are first exercisable in any
calendar year for stock having an aggregate Fair Market Value (determined as of
the date an Option is granted) exceeding $100,000. A Participant may not receive
Grants and Awards under this Plan with respect to more than 200,000 shares of
Common Stock during any calendar year.
4.3. Reload Options. The Committee shall have the authority to specify
at the time of Grant that an optionee shall be granted the right to a further
Non-Qualified Stock Option (a "Reload Option") in the event such optionee
exercises all or a part of an Option, including a Reload Option (an "Original
Option"), by surrendering in accordance with Section 8.2 hereof already owned
shares of Common Stock in full or partial payment of the Option Price under such
Original Option. Each Reload Option shall be granted on the date of exercise of
the Original Option, shall cover a number of shares of Common Stock not
exceeding the whole number of shares of Common Stock surrendered in payment of
the Option Price under such Original Option, shall have an Option Price equal to
the Fair Market Value on the date of Grant of such Reload Option, shall expire
on the stated expiration date of the Original Option and shall be subject to
such other terms and conditions as the Committee may determine.
4.4. Designation of Option as an Incentive Stock Option or a
Non-Qualified Stock Option. The Committee will designate at the time an Option
is granted whether the Option is to be treated as an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence, however, of any such designation,
such Option shall be treated as a Non-Qualified Stock Option.
4.5. Qualification of Incentive Stock Option under Section 422 of the
Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any discretion or authority granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee affected, to disqualify any Incentive Stock Option under such Section
422.
Article V
STOCK SUBJECT TO PLAN
Subject to the adjustment provisions of Article X and the provisions of
(a) through (c) of this Article V, up to 2,000,000 shares of Common Stock may be
issued under the Plan. In addition to such authorization, the following shares
of Common Stock may be issued under the Plan:
(a) Shares of Common Stock that are forfeited under the Prior Plan and
shares of Common Stock that are not issued under the Prior Plan because of a
payment of cash in lieu of shares of Common Stock, the cancellation, termination
or expiration of Grants and Awards, and/or other similar events under the Prior
Plan shall be available for issuance under this Plan.
-5-
<PAGE>
(b) If a Participant tenders, or has withheld, shares of Common Stock
in payment of all or part of the Option Price under an Option granted under the
Plan, or in satisfaction of withholding tax obligations thereunder, the shares
of Common Stock so tendered by the Participant or so withheld shall become
available for issuance under the Plan.
(c) If shares of Common Stock that are issued under the Plan are
subsequently forfeited in accordance with the terms of the Grant or Award, the
forfeited shares of Common Stock shall become available for issuance under the
Plan.
Notwithstanding (a) above, any shares of Common Stock that are authorized
to be issued under the Prior Plan prior to the expiration of its term, but that
are not issued or covered by Grants or Awards under the Prior Plan, shall not be
available for issuance under this Plan.
Subject to the adjustment provisions of Article X, not more than 200,000
shares of Common Stock shall be issued under Awards of Common Stock and/or
Restricted Stock.
Subject to the foregoing provisions of this Article V, if a Grant or an
Award may be paid only in shares of Common Stock, or in either cash or shares of
Common Stock, the shares of Common Stock shall be deemed to be issued hereunder
only when and to the extent that payment is actually made in shares of Common
Stock. However, the Committee may authorize a cash payment under a Grant or an
Award in lieu of shares of Common Stock if there are insufficient shares of
Common Stock available for issuance under the Plan.
Article VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee, but shall not be less than the Fair
Market Value on the date of grant.
Article VII
EXERCISE OF OPTIONS
7.1. Maximum Option Period. The period in which an Option may be
exercised shall be determined by the Committee on the date of grant; provided,
however that an Incentive Stock Option shall not be exercisable after the
expiration of 10 years from the date the Incentive Stock Option was granted.
7.2. Non-Transferability.
(a) Except as specifically provided in an Agreement pursuant
to subsection (b) below, any Option granted under this Plan shall be
non-transferable except by will or by the laws of descent and distribution.
During the lifetime of a Participant to whom an Incentive Stock Option is
granted, the Incentive Stock Option may be exercised only by the Participant. No
right
-6-
<PAGE>
or interest of a Participant in any Option shall be liable for, or subject to,
any lien, obligation or liability of such Participant.
(b) In addition to non-transferable Options, the Committee may
grant Non-Qualified Stock Options that are transferable, without payment of
consideration, to immediate family members of the optionee, to a trust for the
benefit of such family members or to a partnership whose only partners are such
family members. The Committee may also amend outstanding Non-Qualified Stock
Options to provide for such transferability. The transferee of an Option shall
be subject to all conditions applicable to the Option prior to its transfer. The
Agreement granting the Option shall set forth the transfer conditions and
restrictions. The Committee may impose on any transferable Option and on stock
issued upon the exercise of an Option such limitations and conditions as the
Committee deems appropriate. Except to the extent otherwise permitted by Rule
16b-3, Options that are intended to be exempt from Section 16(b) of the Exchange
Act, pursuant to Rule 16b-3 may not be transferable except by will or by the
laws of descent and distribution.
7.3. Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to Incentive Stock Options), or in the event
that the terms of any Grant provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary Disability, or other reasons shall not be
deemed interruptions of continuous employment.
Article VIII
METHOD OF EXERCISE
8.1. Exercise. Subject to the provisions of Articles VII and XI, an
Option may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Committee shall
determine. An Option granted under this Plan may be exercised with respect to
any number of whole shares less than the full number for which the Option could
be exercised. Such partial exercise of an Option shall not affect the right to
exercise the Option from time to time in accordance with this Plan with respect
to remaining shares subject to the Option.
8.2. Payment. Unless otherwise provided by the Agreement, payment of
the Option Price shall be made in cash. If the Agreement provides, payment of
all or part of the Option Price (and any applicable withholding taxes) may be
made by surrendering already owned shares of Common Stock to the Company or by
the Company withholding shares of Common Stock from the Participant upon
exercise, provided the shares surrendered or withheld have a Fair Market Value
(determined as of the day preceding the date of exercise) that is not less than
such price or part thereof and any such withholding taxes. In addition, the
Committee may establish such payment or other terms as it may deem to be
appropriate and consistent with these purposes.
-7-
<PAGE>
8.3. Shareholder Rights. No participant shall have any rights as a
shareholder with respect to shares subject to his Option until the date he
exercises such Option.
8.4. Cashless Exercise. To the extent permitted under the applicable
laws and regulations, at the request of the Participant and with the consent of
the Committee, the Company agrees to cooperate in a "cashless exercise" of the
Option. The cashless exercise shall be effected by the Participant delivering to
the Securities Broker instructions to exercise all or part of the Option,
including instructions to sell a sufficient number of shares of Common Stock to
cover the costs and expenses associated therewith. The Committee may permit a
Participant to elect to pay any applicable withholding taxes by requesting that
the Company withhold the number of shares of Common Stock equivalent at current
Fair Market Value to the withholding taxes due.
Article IX
COMMON STOCK AND RESTRICTED STOCK
9.1. Award. In accordance with the provisions of Article IV, the
Committee will designate persons to whom an Award of Common Stock and/or
Restricted Stock is to be made and will specify the number of shares of Common
Stock covered by such Award or Awards.
9.2. Vesting. In the case of Restricted Stock, on the date of the
Award, the Committee may prescribe that the Participant's rights in the
Restricted Stock shall be forfeitable or otherwise restricted for a period of
time set forth in the Agreement and/or until certain financial performance
objectives are satisfied as determined by the Committee in its sole discretion.
Subject to the provisions of Article XI hereof, the Committee may award Common
Stock to a Participant which is not forfeitable and is free of any restrictions
on transferability.
9.3. Shareholder Rights. Prior to their forfeiture in accordance with
the terms of the Agreement and while the shares are Restricted Stock, a
Participant will have all rights of a shareholder with respect to Restricted
Stock, including the right to receive dividends and vote the shares; provided,
however, that (i) a Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of Restricted Stock, (ii) the Company shall
retain custody of the certificates evidencing shares of Restricted Stock, and
(iii) the Participant will deliver to the Company a stock power, endorsed in
blank, with respect to each award of Restricted Stock.
Article X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (x) stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to shareholders; or (z) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
-8-
<PAGE>
then the maximum number of shares as to which Grants and Awards may be issued
under this Plan shall be proportionately adjusted and their terms shall be
adjusted as the Committee shall determine to be equitably required, provided
that the number of shares subject to any Grant or Award shall always be a whole
number. Any determination made under this Article X by the Committee shall be
final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to any
Grant or Award.
Article XI
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Grant shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company may rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which a Grant is exercised or an Award is issued may bear such legends
and statements as the Committee may deem advisable to assure compliance with
federal and state laws and regulations. No Grant shall be exercisable, no Common
Stock shall be issued, no certificate for shares shall be delivered, and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
Article XII
GENERAL PROVISIONS
12.1. Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
12.2. Unfunded Plan. The Plan, insofar as it provides for a Grant, is
not required to be funded, and the Company shall not be required to segregate
any assets that may at any time be represented by a Grant under this Plan.
12.3. Change of Control. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change of Control:
-9-
<PAGE>
(a) Unless otherwise provided by the Committee in an
Agreement, any outstanding Option which is not presently exercisable and vested
as of a Change of Control Date shall become fully exercisable and vested to the
full extent of the original Grant upon such Change of Control Date.
(b) Unless otherwise provided by the Committee in an
Agreement, the restrictions applicable to any outstanding Restricted Stock shall
lapse, and such Restricted Stock shall become free of all restrictions and
become fully vested, nonforfeitable and transferable to the full extent of the
original Award. The Committee may also provide in an Agreement that a
Participant may elect, by written notice to the Company within 60 days after a
Change of Control Date, to receive, in exchange for shares that were Restricted
Stock immediately before the Change of Control Date, a cash payment equal to the
Fair Market Value of the shares surrendered on the last business day the Common
Stock is traded on the New York Stock Exchange prior to receipt by the Company
of such written notice.
(c) The Committee may, in its complete discretion, cause the
acceleration or release of any and all restrictions or conditions related to a
Grant or Award, in such manner, in the case of officers and directors of the
Company who are subject to Section 16(b) of the Exchange Act, as to conform to
the provisions of Rule 16b-3.
12.4. Rules of Construction. Headings are given to the articles and
sections of this Plan for ease of reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
12.5. Rule 16b-3 Requirements. Notwithstanding any other provisions of
the Plan, the Committee may impose such conditions on any Grant or Award, and
the Board may amend the Plan in any such respects, as they may determine, on the
advice of counsel, are necessary or desirable to satisfy the provisions of Rule
16b-3. Any provision of the Plan to the contrary notwithstanding, and except to
the extent that the Committee determines otherwise: (a) transactions by and with
respect to officers and directors of the Company who are subject to Section
16(b) of the Exchange Act shall comply with any applicable conditions of Rule
16b-3; and (b) every provision of the Plan shall be administered, interpreted
and construed to carry out the foregoing provisions of this sentence.
12.6. Amendment, Modification, and Termination. At any time and from
time to time, the Board may terminate, amend, or modify the Plan. Such amendment
or modification may be without shareholder approval except to the extent that
such approval is required by the Code, pursuant to the rules under Section 16 of
the Exchange Act, by any national securities exchange or system on which the
Common Stock is then listed or reported, by any regulatory body having
jurisdiction with respect thereto or under any other applicable laws, rules, or
regulations. No termination, amendment, or modification of the Plan, other than
pursuant to Section 12.5 herein, shall in any manner adversely affect any Grant
or Award theretofore issued under the Plan, without the written consent of the
Participant. The Committee may amend the terms of any Grant or Award theretofore
issued under this Plan, prospectively or retrospectively,
-10-
<PAGE>
but no such amendment shall impair the rights of any Participant without the
Participant's written consent except an amendment provided for or contemplated
in the terms of the Grant or Award, an amendment made to cause the Plan, or
Grant or Award, to qualify for the exemption provided by Rule 16b-3, or an
amendment to make an adjustment under Article X. Except as provided in Article
X, the Option Price of any outstanding Option may not be adjusted or amended,
whether through amendment, cancellation or replacement, unless such adjustment
or amendment is approved by the shareholders of the Company.
12.7. Governing Law. The validity, construction and effect of the Plan
and any actions taken or related to the Plan shall be determined in accordance
with the laws of the Commonwealth of Virginia and applicable federal law.
12.8. Successors and Assigns. All obligations of the Company under the
Plan, with respect to Grants and Awards issued hereunder shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company. The Plan shall
be binding on all successors and permitted assigns of a Participant, including,
but not limited to, the estate of such Participant and the executor,
administrator or trustee of such estate, and the guardians or legal
representative of the Participant.
12.9. Effect on Prior Plan and Other Compensation Arrangements. The
adoption of this Plan shall have no effect on Grants and Awards made or to be
made pursuant to the Prior Plan and the Company's other compensation
arrangements. Nothing contained in this Plan shall prevent the Company from
adopting other or additional compensation plans or arrangements for its
officers, directors or employees.
12.10. Duration of Plan. No Grant or Award may be issued under this Plan
before July 1, 1997, or after June 30, 2007; provided, however, a Grant of a
Reload Option may be issued after June 30, 2007, upon the exercise of an
Original Option as provided in Section 4.3 hereof. Grants and Awards issued on
or after July 1, 1997, but on or before June 30, 2007, and Grants of Reload
Options issued after June 30, 2007 upon the exercise of an Original Option as
provided in Section 4.3 hereof, shall remain valid in accordance with their
terms.
12.11. Effective Date. This Plan has been approved by the Board of
Directors of the Company, effective as of July 1, 1997, subject, however, to
approval by the shareholders of the Company entitled to vote at the 1997 Annual
Meeting of Shareholders.
-11-
Exhibits 5.1 and 23.1
[WMCD LETTERHEAD]
October 31, 1997
Board of Directors
Universal Corporation
1501 North Hamilton Street
Richmond, Virginia 23230
Re: 1997 Executive Stock Plan
Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Universal Corporation, a Virginia corporation (the
"Company"), with respect to the offer and sale from time to time pursuant to the
1997 Executive Stock Plan (the "Plan"), of up to 2,000,000 shares of the
Company's Common Stock, without par value (the "Shares"). As counsel to the
Company, we have reviewed the registration statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission to effect the registration of the Shares under the
Securities Act of 1933, as amended (the "Act").
In this regard, we have examined the Articles of Incorporation and
Bylaws of the Company, records of proceedings of the Board of Directors of the
Company, the Plan and such other records and documents as we have deemed
necessary or advisable in connection with the opinions set forth herein. In
addition, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
reliable.
Based upon our examination and inquiries, we are of the opinion that
the Shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plan, be validly issued, fully paid
and nonassessable. The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us as counsel to the Company in
the Registration Statement. In giving such consent, we do not thereby admit that
we are persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Williams, Mullen, Christian & Dobbins
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Universal Corporation 1997 Executive Stock Plan of our
report dated August 7, 1997, with respect to the consolidated financial
statements of Universal Corporation included in its Annual Report (Form 10-K)
for the year ended June 30, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
October 28, 1997
