As filed with the Securities and Exchange Commission on March 21, 2000
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------------------
ORA ELECTRONICS, INC.
-------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
DELAWARE 95-4607830
-------------------- -------------------
(State or other (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
9410 Owensmouth Avenue
Chatsworth, CA 91311
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip code)
-------------------------------------------------------
ORA ELECTRONICS, INC.
AMENDED AND RESTATED 1996 STOCK PLAN
(Full title of the plan)
-------------------------------------------------------
John M. Burris
9410 Owensmouth Avenue
Chatsworth, CA 91311
(818) 772-2700
---------------------------------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
- ------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price Per Aggregate Offering(2) Registration Fee
Registered Share(2)
- ------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Common Stock 2,000,000 $ 3.00 $6,000,000 $1,584.00
- ------------------------- ----------------------- ----------------------- ----------------------- -----------------------
</TABLE>
<PAGE>2
(1) Pursuant to Rule 416, shares issuable as a result of any stock split,
stock dividend or similar transaction with respect to these shares are
also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(c) and 457(h)(1), the offering price and
registration fee are computed on the basis of the average of the high
and low price of the common stock on the OTC Electronic Bulletin Board
on March 13, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and 1996 Stock Plan Information.*
- -------
* The documents containing the information specified in Item 1
and Item 2 of Part I of Form S-8 will be sent or given to
employees of ORA Electronics,Inc. (the "Company") participating
in the ORA Electronics, Inc. Amended and Restated 1996 Stock
Plan, and is omitted from this Regestration Statement as provided
by Rule 428(b)(1) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). These documents and the
documents incorporated herein by reference pursuant to Item 3 of
Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration
Statement the following documents previously filed by the Company with the
Securities and Exchange Commission:
(1) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1999, September 30, 1999 and December 31, 1999.
(2) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1999.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form S-3 filed by the Company with the
Securities and Exchange Commission on May 4, 1998, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration Statement and 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
<PAGE>3
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 modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 144 of the Delaware General Corporation Law provides that a
company may indemnify its directors and officers as to certain liabilities. The
Company's Certificate of Incorporation and Bylaws provide for the
indemnification of its directors and officers to the fullest extent permitted by
law. The Company has also entered into separate indemnification agreements with
each of its directors and officers which also provide for such indemnification.
The effect of such provisions is to indemnify, to the fullest extent permitted
by law, the directors and officers of the Company against all costs, expenses
and liabilities incurred by them in connection with any action, suit or
proceeding in which they are involved by reason of their affiliation with the
Company. The Company has also purchased directors and officers liability
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
4.1 ORA Electronics, Inc. Amended and Restated 1999 Stock Plan
5.1 Opinion of William B. Barnett, Esq.
23.1 Consent of Richard & Hedrick
23.2 Consent of William B. Barnett, Esq. (included in the opinion
filed herewith as Exhibit 5.1)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or charged material
information on the plan of distribution;
(2) For determining liability under the Securities Act of
1933, to treat each such post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering thereof; and
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
<PAGE>4
Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
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 Los Angeles and State of California on March 20,
2000.
ORA ELECTRONICS, INC.
By: /s/ JOHN M. BURRIS
-------------------------------
John M. Burris,
Vice President and Chief Financial Officer
<TABLE>
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DATE SIGNATURE TITLE
- ----------------- ------------------------ ---------------------------------------
March 20, 2000 /s/ JOHN M. BURRIS Vice President, Chief Financial Officer
--------------------- and Director
John M. Burris
March 20, 2000 /s/ MATTHEW F. JODZIEWICZ Vice President Technology and
--------------------- Legal Affairs, Secretary and Director
Matthew F. Jodziewicz
Director
--------------------
Ruth Cooper
</TABLE>
<PAGE>5
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.1 ORA Electronics, Inc. Amended and Restated 1996 Stock Plan
5.1 Opinion of William B. Barnett, Esq.
23.1 Consent of Richard & Hedrick
23.2 Consent of William B. Barnett, Esq.(included in the opinion filed
herewith as Exhibit 5.1)
ORA ELECTRONICS, INC.
-------------------------------------
AMENDED AND RESTATED 1996 STOCK PLAN
-------------------------------------
1. Purpose. The purposes of the ORA Electronics, Inc. 1996 Stock Plan
("Plan") are to encourage key personnel of ORA Electronics, Inc. (the "Company")
and its subsidiaries to increase their interest in the Company's long-term
success, to enhance the profitability and value of the Company for the benefit
of its shareholders and to assist the Company and its subsidiaries in
attracting, retaining and motivating key personnel by giving suitable
recognition for services which contribute materially to the Company's success.
2. Definitions. The following definitions shall be applicable throughout
the Plan:
"Act" means the Securities Act of 1933, as amended from time to time.
"Affiliate" means any parent or subsidiary (as defined in Section 424(e)
and (f) of the Code) of the Company.
"Award" means an Option, Stock Appreciation Right or Other Stock Award.
"Board" means the Board of Directors of the Company.
"Change of Control" means, unless the Board otherwise directs by resolution
adopted prior thereto, (i) the acquisition by any entity, person or group (other
than the Company or its Affiliates or an employee benefit plan maintained by the
Company or one of its Affiliates) of beneficial ownership of 20% or more of the
outstanding voting stock of the Company; or (ii) the occurrence of a transaction
requiring shareholder approval for the acquisition of the Company by the
purchase of stock or assets, or by merger, or otherwise; or (iii) the election
during any period of 24 months or less of 50% or more of the members of the
Board without the approval of the nomination of such members by a majority of
the Board consisting of members who were serving at the beginning of such
period.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
<PAGE>
"Committee" means the Committee of the Board consisting of two or more
directors, each of whom (i) is a "Non-Employee Director" within the meaning of
Rule 16b-3, and (ii) is an "outside director" within the meaning of Section
162(m) of the Code, or successor rule or regulation.
"Company" means ORA Electronics, Inc., a Delaware corporation.
"Consultant" means any consultant or advisor engaged by the Company who
renders bona fide services to the Company or an Affiliate in connection with
business, provided that such services must not be in connection with the offer
or sale of securities in a capital-raising transaction.
"Disability" means permanent and total disability as defined in Section
22(e)(3) of the Code.
"Employee" means any person who is employed by the Company or an Affiliate.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means for any given day (i) the closing sales price on
such date of a share of Stock as reported on the principal securities exchange
on which such shares of Stock are then listed or admitted to trading, or as
reported on the National Association of Securities Dealers Automated Quotation
("Nasdaq") National Market System, or (ii) if not so reported, the average of
the bid and ask prices on such date as reported on the Nasdaq System published
in The Wall Street Journal, or (iii) if no such quotations are available, as
determined by the Committee in good faith in their absolute discretion.
"Grant Limit" means the total number of shares of Stock that can be issued
to any Participant in any fiscal year pursuant to an Award granted hereunder.
"Incentive Stock Option" means an Option granted by the Committee to an
Employee Participant under the Plan which is designated by the Committee as an
Incentive Stock Option pursuant to Section 422 of the Code.
"Non-Qualified Stock Option" means an Option granted by the Committee to a
Participant under the Plan which is not designated by the Committee as an
Incentive Stock Option.
"Option" means an Award granted under Section 6 of the Plan.
"Other Stock Awards" means an Award granted under Section 8 of the Plan.
<PAGE>
"Participant" means any individual designated by the Committee to
participate in the Plan.
"Performance-Based Compensation" means (i) an Option granted at less than
100% of the Fair Market Value of the Stock at the time of grant, (ii) a
Restricted Stock Award or (iii) a Stock Bonus, in each case which has been
granted with the intention that such award will be deductible under Section
162(m) of the Code, or successor provision.
"Plan" means this ORA Electronics, Inc. 1996 Stock Plan.
"Restricted Stock Award" means an Award granted under Section 8(a) of the
Plan.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or any
successor rule or regulation.
"Stock" means the common stock of the Company, $.001 par value.
"Stock Appreciation Right" means an Award granted under Section 7 of the
Plan.
"Stock Bonus" means an Award granted under Section 8(b) of the Plan.
"Termination Date" means the date an optionee ceases to be employed or
engaged by the Company.
3. Administration. The Plan shall be administered by the Committee. The
Committee shall have full power, discretion and authority to interpret, construe
and administer the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to provide for conditions and assurances deemed necessary
or advisable to protect the interests of the Company and to make all other
determinations necessary or advisable for the administration of the Plan, to the
extent not contrary to the explicit provisions of the Plan. Determinations,
interpretations and other actions by the Committee pursuant to the Plan shall be
final, conclusive and binding on all persons for all purposes.
The Committee shall have full power, discretion and authority to
establish applicable performance measures for Awards intended to be
Performance-Based Compensation, which performance measures shall include one or
more of the following: improvements in revenues, earnings per share, profit
before taxes, net income or operating income; return on shareholder equity;
return on net assets; and stock price performance. Further, the Committee shall
<PAGE>
determine the specific targets related to each such performance measure and the
performance period for each such Award. The Committee shall establish in writing
such performance measures, specific targets and performance periods as provided
in Section 162(m) of the Code and the regulations promulgated thereunder, or
successor provision or regulation. The Committee's decisions and determinations
under the Plan need not be uniform and may be made selectively among
Participants whether or not such Participants are similarly situated. The
Committee may, in its discretion, delegate to others responsibilities to assist
in administering the Plan.
In the event that the Board has not designated a Committee, the Plan
shall be administered by the Board, and shall exercise all authority granted to
the Committee pursuant to the terms of this Plan.
4. Eligibility. Any Employee selected by the Committee, except a member of
the Committee or a director whose principal employment is not with the Company
or an Affiliate, and any Consultant selected by the Committee shall be eligible
for Awards contemplated under the Plan except that Consultants shall not be
eligible for Incentive Stock Option grants.
5. Stock Subject to Plan and Grant Limits. The total number of shares of
Stock subject to issuance under the Plan may not exceed 2,000,000, subject to
adjustments as provided in the Plan. Shares to be delivered under the Plan may
consist, in whole or in part, of authorized but unissued shares or shares
purchased by the Company on the open market or by private purchase. The Grant
Limit shall equal 300,000 shares, subject to adjustment as provided in Section
10 hereof.
Except as otherwise provided in the Plan, shares of Stock that are
subject to an Option or Stock Appreciation Right which, for any reason, expires
or is terminated unexercised as to such shares, and shares of Stock subject to a
Restricted Stock Award made under the Plan which are reacquired by the Company
pursuant to the Plan, shall again become available for issuance under the Plan.
6. Stock Options. The Committee may grant stock Options alone or in
addition to any other Awards granted under the Plan. Options granted under the
Plan may be of two types: (i) Incentive Stock Options; and (ii) Non-Qualified
Stock Options. Subject to the limitations contained herein with respect to
Incentive Stock Options, the Committee may grant Incentive Stock Options,
Non-Qualified Stock Options, or both types of Options to a Participant and the
Committee shall have complete discretion in determining the number of Options
granted to each Participant, subject to the Grant Limit. To the extent that any
Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option. The provisions of Options need not be the
same with respect to each Participant granted an Option.
<PAGE>
Each Option shall be set forth in a written agreement, shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions not inconsistent with the terms of the Plan as the
Committee deems appropriate:
(a) The exercise price of shares subject to any Incentive Stock Option
shall not be less than the Fair Market Value of the Stock at the time the
Incentive Stock Option is granted; the exercise price of shares subject to
any Non-Qualified Stock Option shall be such price as the Committee shall
determine on the date on which such Non-Qualified Stock Option is granted,
provided that such exercise price may not be less than 85% of the Fair
Market Value of the Stock at the time the Non-Qualified Stock Option is
granted;
(b) If the exercise price of a Non-Qualified Stock Option is less than
100% of the Fair Market Value of the Stock at the time the NonQualified
Stock Option is granted, the Committee may designate such award as
Performance-Based Compensation in which event the Committee shall establish
performance measures for such award, the specific targets applicable to
such measures and the performance period for such award;
(c) The exercise price of any shares exercised under any Option must
be paid in full upon such exercise in cash or stock, or such other form of
consideration as the Committee may determine;
(d) The term of each Option shall be fixed by the Committee but no
Option may be exercised after the expiration of 10 years from the date such
Option is granted;
(e) In the event that an optionee shall cease to be employed or
engaged by the Company or an Affiliate, the vesting of such optionee's
Options shall immediately and automatically terminate on the Termination
Date and if the cessation of employment or engagement is:
(1) due to any reason other than due to retirement, Disability or
death, such optionee's Options exercisable on the Termination Date
shall remain exercisable for 30 days after the Termination Date;
(2) due to retirement, such optionee's Options exercisable on the
Termination Date shall remain exercisable for three months after the
Termination Date;
(3) due to a Disability, such optionee's Options exercisable on
the Termination Date shall remain exercisable for one year after the
Termination Date, or;
<PAGE>
(4) due to death while employed or engaged by the Company or its
Affiliate, or during the three month period following retirement or
during the one year period following cessation of employment due to a
Disability, the optionee's Options exercisable at the time of death
shall remain exercisable for one year after the date of the optionee's
death;
provided, however, that notwithstanding anything herein to the contrary, if
any Option would otherwise expire on an earlier date than described above,
such Option shall remain exercisable only until the earlier expiration
date;
(f) Options shall become exercisable at such time or times and subject
to such terms and conditions (including, without limitation, installment
exercise provisions) as shall be determined by the Committee and if the
Committee provides that any Option is exercisable only in installments, the
Committee may waive such installment exercise provisions at any time in
whole or in part based on any factors as the Committee may determine;
(g) Incentive Stock Options may be granted only to Employees;
(h) In the case of an Incentive Stock Option, the aggregate Fair
Market Value (determined as of the time the Option is granted) of the Stock
with respect to which Options are exercisable for the first time by any
Employee during any calendar year (under all such plans of the Company and
its Affiliates) shall not exceed $100,000;
(i) No Incentive Stock Option shall be granted to a Participant who,
at the time the Incentive Stock Option is granted, owns (within the meaning
of Section 422 of the Code) Stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any
Affiliate unless the exercise price per share of Stock is at least 110% of
the Fair Market Value of the Stock at the time the Incentive Stock Option
is granted and the Incentive Stock Option by its terms is not exercisable
after the expiration of five years from the date of grant;
(j) No Option shall be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated otherwise than by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations
order as defined in the Code; and
(k) All Options shall be exercisable during the optionee's lifetime
only by the optionee or by a transferee permitted pursuant to Section 6(j)
above.
<PAGE>
Anything in the Plan to the contrary notwithstanding, no term of this
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 Participants affected, to disqualify any
Incentive Stock Option under Section 422.
7. Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights alone or in conjunction with all or part of any Option granted under the
Plan, subject to the Grant Limit. In the case of a Non-Qualified Stock Option,
such Stock Appreciation Rights may be granted either at or after the time of the
grant of such Non-Qualified Stock Option. In the case of an Incentive Stock
Option, such Stock Appreciation Rights may be granted only at the time of the
grant of the Incentive Stock Option.
Each Stock Appreciation Right shall be set forth in a written
agreement, shall be subject to the following terms and conditions and shall
contain such additional terms and conditions not inconsistent with the terms of
the Plan as the Committee deems appropriate:
(a) Subject to subparagraphs (b) and (c) below, a Stock Appreciation
Right granted in connection with an Option shall become exercisable and
shall lapse according to the same vesting schedule and lapse rules that are
established for the Option; a Stock Appreciation Right granted
independently of an Option shall become exercisable and shall lapse in
accordance with the vesting schedule and lapse rules established by the
Committee;
(b) A Stock Appreciation Right and any related Option shall not be
exercisable during the first six months of their terms by any Participant;
(c) A Stock Appreciation Right shall be exercisable only when the Fair
Market Value of the Stock relating to the Stock Appreciation Right exceeds
the exercise price thereof;
(d) If the exercise price of a Stock Appreciation Right is less than
100% of the Fair Market Value of the Stock at the time the Stock
Appreciation Right is granted, such award may be designated by the
Committee to be Performance-Based Compensation in which event the Committee
shall establish performance measures for such award, the specific targets
applicable to such measures and the performance period for such award;
(e) Upon the exercise of a Stock Appreciation Right with respect to
any number of shares of Stock, the holder shall be entitled to receive
payment of an amount (subject to subparagraph (f), below) determined by
<PAGE>
multiplying (i) the difference between the Fair Market Value per share of
Stock on the date of exercise and the exercise price of the related Option
(or in the case of an Stock Appreciation Right granted independent of an
Option, the exercise price of the Stock Appreciation Right as established
by the Committee) by (ii) the number of shares in respect of which the
Stock Appreciation Right is exercised. At the discretion of the Committee,
payment for Stock Appreciation Rights may be made in cash or stock, or in a
combination thereof. If payment is made in Stock, the value of such Stock
shall be the Fair Market Value determined as of the date of exercise;
(f) At the time of grant, the Committee may establish, in its sole
discretion, a maximum amount per share which will be payable upon exercise
of a Stock Appreciation Right;
(g) Notwithstanding any other provisions of the Plan, the Committee
may impose such conditions on exercise of a Stock Appreciation Right
(including, without limitation, the right of the Committee to limit the
time of exercise to specified periods) as may be required to satisfy the
requirements of Rule 16b-3;
(h) The Committee may provide that upon exercise of a Stock
Appreciation Right granted in conjunction with an Option, the number of
shares of Stock for which the related Option shall be exercisable shall
reduce by the number of shares of Stock for which the Stock Appreciation
Right shall have been exercised and the number of shares of Stock for which
a Stock Appreciation Right shall be exercisable shall be reduced upon any
exercise of a related Option by the number of shares of Stock for which
such Option shall have been exercised;
(i) The term of a Stock Appreciation Right granted under the Plan
shall not exceed ten years;
(j) No Stock Appreciation Right granted under the Plan may be sold,
transferred, pledged, signed or otherwise alienated or hypothecated
otherwise than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code,
and all Stock Appreciation Rights shall be exercisable during the
Participant's lifetime only by the Participant or by a transferee permitted
pursuant to Section 7(j) above;
(k) The Committee may provide, at the time of grant, that such Stock
Appreciation Right can be exercised only in the event of a Change of
Control, subject to terms and conditions as the Committee may specify at
grant.
8. Other Stock Awards. In addition to Options and Stock Appreciation
<PAGE>
Rights, the Committee may grant Other Stock Awards payable in Stock upon such
terms and conditions as the Committee may determine, subject to the provisions
of the Plan. Other Stock Awards may include, but are not limited to, the
following types of Awards:
(a) Restricted Stock Awards. The Committee may grant Restricted Stock
Awards, each of which consists of a grant of shares of Stock subject to
restrictions, terms and conditions not inconsistent with the terms of the
Plan, including the Grant Limit, as the Committee deems appropriate, which
such restrictions, terms and conditions shall be set forth in written
agreements. The Committee may designate a Restricted Stock Award as
Performance-Based Compensation in which event the Committee shall establish
performance measures for such award, the specific targets applicable to
such measures and the performance period for such award. Stock certificates
evidencing a Restricted Stock Award shall be issued by the Company in the
name of the Participant, and such Participant shall be entitled to all
voting rights, rights to dividends and other rights of holders of Stock,
subject to the provisions of the Plan. The certificates representing a
Restricted Stock Award issued under the Plan and any dividends paid
thereon, shall remain in the physical custody of the Company or an escrow
holder or be placed in trust until the restrictions imposed under the Plan
have lapsed. The Committee may also require that a legend or legends be
placed on any certificates representing a Restricted Stock Award to
reference the various restrictions imposed on such Stock. If a Restricted
Stock Award is granted which requires the payment of an exercise price by
the Participant, then such Award must be accepted within a period of 60
days (or such shorter periods as the Committee may specify at grant) after
the date of grant. The shares of Stock granted under a Restricted Stock
Award may not be sold, transferred, assigned, or otherwise alienated or
hypothecated until the lapse or release of restrictions in accordance with
the terms of the Restricted Stock Award agreement and the Plan. Prior to
the lapse or release of restrictions, all shares of Stock are subject to
forfeiture in accordance with conditions as may be determined by the
Committee. The provisions of a Restricted Stock Award need not be the same
with respect to each recipient.
(b) Stock Bonuses. The Committee may grant Stock Bonuses in such
amounts as it shall determine from time to time, subject to the Grant
Limit. A Stock Bonus shall be paid at such time and be subject to such
conditions as the Committee shall determine at the time of the grant of
such Stock Bonus. The Committee may designate a Stock Bonus as
Performance-Based Compensation in which event the Committee shall establish
performance measures for such award, the specific targets applicable tosuch
measures and the performance period for such award. Certificates for
shares of Stock granted as a Stock Bonus shall be issued in the name of the
<PAGE>
Participant to whom such grant was made and delivered to such Participant
as soon as practicable after the date on which such Stock Bonus is required
to be paid.
9. General Provisions. The grant of any Award under the Plan may also be
subject to such other provisions (whether or not applicable to any Award granted
to any other Participant) as the Committee determines appropriate including,
without limitation, provisions to assist the Participant in financing the
purchase of Stock through the exercise of Options, provisions for restrictions
on resale or other disposition of shares acquired under any Award, provisions
giving the Company the right to repurchase Stock acquired under any Award in the
event the Participant elects to dispose of such Stock, provisions to comply with
compensation expense deductibility under the Code and provisions to comply with
federal and state securities laws and federal and state income tax withholding
requirements.
The obligation of the Company to make payment of Awards in Stock or
otherwise shall be subject to applicable laws, rules and regulations, and to
such approvals by governmental agencies as may be required. The Company shall be
under no obligation to register under the Act any of the shares of Stock
delivered under the Plan. All certificates for shares of Stock or other
securities delivered under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed and any
applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Committee may require each Participant
acquiring shares pursuant to an Award under the Plan to represent to and agree
with the Company in writing that the Participant is acquiring the Stock without
a view to distribution thereof.
The Company shall have the right to deduct from all Awards, to the
extent paid in cash, all federal state or local taxes as required by law to be
withheld with respect to such Awards and, in the case of Awards paid in Stock,
the Participant or other person receiving such Stock may be required to pay to
the Company prior to delivery of such Stock, the amount of any such tax which
the Company is required to withhold, if any, with respect to such Stock. At the
discretion of the Committee, the Company may accept shares of Stock, or withhold
shares of Stock otherwise issuable upon exercise of an Award, of equivalent Fair
Market Value in payment of such withholding tax obligations or provide
alternative methods of complying with such withholding tax obligations.
No Employee or other person shall have any claim or right to be
granted an Award under the Plan nor, having been selected for the grant of an
Award, to be selected for a grant of any other Award. Neither this Plan nor any
action taken hereunder shall be construed as giving any Participant any right to
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be retained in the employ of the Company or its Affiliates.
Each Participant may file with the Committee a written designation of
one or more persons as the beneficiary who shall be entitled to receive the
amounts payable with respect to the benefits of an Award, if any, due under the
Plan upon such Participant's death. A Participant may, from time to time, revoke
or change the beneficiary designation without the consent of any prior
beneficiary by filing a new designation with the Committee. The last designation
received by the Committee shall be controlling; provided, however, that no
designation, or change or revocation therein shall be effective unless received
by the Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
Except as otherwise specifically provided in the Plan, no Participant
shall be entitled to the privileges of stock ownership in respect of Stock which
is subject to an Option, Stock Appreciation Right or Other Stock Award until
such Stock has been issued to that Participant upon exercise of an Option or
Stock Appreciation Right according to its terms or upon sale or grant of Stock
in accordance with an Other Stock Award.
No Participant or other person shall have any right with respect to
this Plan, shares reserved under this Plan, or in any Award, contingent or
otherwise, until written evidence of the Award shall have been delivered to the
Participant and all the terms, conditions and provisions of the Plan applicable
to such Participant have been met.
10. Changes in Capital Structure. In the event of changes in the
outstanding Stock or in the capital structure of the Company by reason of any
stock dividend, stock split, exchange of shares, recapitalization,
reorganization, subdivision or consolidation of shares, or other similar
transaction, the aggregate number of shares available under the Plan, the number
of shares subject to each outstanding Award and the price per share of any
Award, shall all be proportionately adjusted. In the event the Company shall be
a party to a transaction involving a sale of substantially all of its assets, a
merger or a consolidation, the Board shall make such adjustment as shall be
necessary or appropriate which may include assumption of Awards by the surviving
Company, for their continuation, for the acceleration of vesting and expiration,
or for settlement in cash. In the case of dissolution of the Company (other than
a dissolution following the sale of substantially all of the Company's assets),
the Awards outstanding hereunder shall terminate; provided, however, that each
Participant shall have 30 days' prior written notice of such event, during which
time the Participant shall have the right to exercise in full any partly or
wholly unexercised Award, including the portion not yet exercisable pursuant to
the vesting schedule set forth in any Award agreement. In the event of any
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change in applicable laws or any change in circumstances which results in or
would result in any substantial dilution or enlargement of the rights granted to
or available for Participants in the Plan, or which otherwise warrants equitable
adjustment because it interferes with the intended operation of the Plan, the
Committee may make such adjustments or substitutions to Awards or agreements
evidencing Awards as the Committee determines appropriate in its sole
discretion. Any adjustment in Incentive Stock Options under this Section 10
shall be made only to the extent not constituting a "modification" within the
meaning of Section 424(h)(3) of the Code. The Company shall give each
Participant notice of an adjustment hereunder and, upon notice, such adjustments
shall be conclusive and binding for all purposes.
11. Change of Control. Upon the occurrence of an event constituting a
Change of Control, the following transactions, in the sole discretion of the
Committee, may be triggered: (i) all Options and Stock Appreciation Rights shall
become immediately exercisable in full for the remainder of their terms; and
(ii) restrictions on alienation or hypothecation of Stock granted pursuant to a
Restricted Stock Award shall lapse and in such case the Participant shall be
issued Stock certificates free of any such restrictions.
12. Amendments and Termination. The Board may, from time to time, amend,
suspend or terminate the Plan in whole or in part and, if terminated, may
reinstate any or all of the provisions of the Plan, except that no amendment,
suspension or termination shall be made which would impair the rights of a
Participant under an Award theretofore granted, without such Participant's
consent. The Board shall obtain stockholder approval of any amendment to this
Plan which would be necessary to allow this Plan to continue to meet the
conditions of Rule 16b-3 or Sections 162(m) or 422 of the Code.
13. Effective Date and Term. The Plan shall become effective as of December
20, 1996, the date of its adoption by the Board, subject to ratification by the
stockholders of the Company within twelve months of the adoption date. Unless
sooner terminated by the Committee, the Plan shall continue until December 20,
2006, the tenth anniversary of the Plan's effective date, when it shall
terminate and no Award shall be granted under the Plan thereafter. The Plan
shall continue in effect, however, insofar as is necessary to complete all the
Company's obligations under outstanding Awards and to conclude the
administration of the Plan.
14. Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and be governed by the laws of the State of
Delaware.
March 15, 2000
ORA Electronics, Inc.
9410 Owensmouth Avenue
Chatsworth, California 91311
Registration Statement on Form S-8
- ----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on March 15, 2000 in connection with the registration under the
Securities Act of 1933, as amended, of a total of 2,000,000 shares of your
Common Stock (the "Shares") reserved for issuance under the Amended and Restated
1996 Stock Plan. As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, and upon completion of the proceedings being taken in order to permit
such transactions to be carried out in accordance with the securities laws of
the various states where required, the Shares when issued and sold in the manner
described in the Registration Statement will be legally and validly issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
LAW OFFICES OF WILLIAM B. BARNETT
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on form S-8 of our report dated June 17, 1999 which appears in the ORA
Electronics, Inc. Annual Report on Form 10-K for the year ended March 31, 1999
which is incorporated herein by reference.
Richard & Hedrick
An Accountancy Corporation
March 16, 2000
