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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
AXIOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0356153
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(State of incorporation) (I.R.S. Employer
Identification No.)
351 New Albany Road, Moorestown, NJ 08057-1177
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(Address of principal executive offices) (Zip Code)
Axiom Inc. Employee Stock Purchase Plan
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(Full title of the plan)
Andrew P. Maunder
President and Chief Executive Officer
Axiom Inc.
351 New Albany Road
Moorestown, NJ 08057-1177
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(Name and address of agent for service)
(609) 866-1000
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(Telephone number, including area code, of agent for service)
Copies to:
Jason M. Shargel, Esquire
Wolf, Block, Schorr and Solis-Cohen
12th Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102
(215) 977-2000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
to be Offering Aggregate Amount of
Title of Securities Regis- Price Per Offering Registration
to be Registered tered Share(1) Price(1) Fee(1)
- ------------------- ------ --------- --------- -------------
Common Stock,
$.01 par value 300,000(2) $12.50 $3,750,000 $1,137
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(1) Calculated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, based upon the average of the high and
low prices of the Registrant's Common Stock on July 31,
1997 as quoted on the Nasdaq National Market.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers such
additional shares as may hereinafter be offered or issued
to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital
adjustments.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Axiom Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission"), are incorporated
into this Registration Statement by reference:
(a) The Registrant's Prospectus, filed on July 8, 1997, pursuant to
Rule 424(b)(4) under the Securities Act of 1933 (File No. 333-25439).
(b) The description of the Registrant's common stock, par value
$0.01 per share, contained in a Registration Statement on Form 8-A/A dated
June 4, 1997 filed under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including all amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any
subsequently filed document which also is 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 hereof.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the General Corporation Law of the State of
Delaware, as amended, the Registrant has the power to indemnify directors and
officers under certain prescribed circumstances and subject to certain
limitations against certain costs and expenses, including attorneys' fees
actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of
the Registrant if it is determined that he acted in accordance with the
applicable standard of conduct set forth in such statutory provision.
Article VII of the Registrant's Amended and Restated By-laws provides
that the Registrant shall indemnify directors and officers of the Registrant
against all expenses, liability and loss incurred as a result of such
person's being a party to, or threatened to be made a party to, any action,
suit or proceeding by reason of the fact that he or she is or was a director
or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another enterprise,
to the fullest extent authorized by the General Corporation Law of the State
of Delaware. Article VII further permits the Registrant to maintain
insurance, at its expense, to protect itself and any such director or officer
of the Registrant or another enterprise against any such expenses, liability
or loss, whether or not the Registrant would have the power to indemnify such
person against such expense, liability or loss under the General Corporation
Law of the State of Delaware. Article VII of the Registrant's By-laws, also
generally permits the Registrant, at its discretion, to indemnify other
employees and agents to the fullest extent authorized by the General
Corporation Law of the State of Delaware.
The Registrant has also purchased directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
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None.
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Item 8. Exhibits.
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The following exhibits are filed as part of this registration
statement:
4 Axiom Inc. Employee Stock Purchase Plan.
5 Opinion and Consent of Wolf, Block, Schorr and
Solis-Cohen re: legality.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen
(contained in Exhibit 5).
24 Powers of Attorney (included on signature page of
the Registration Statement).
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in
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periodic reports filed by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES AND POWERS OF ATTORNEY
The Registrant. 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 Moorestown, New Jersey, on August 4,
1997.
AXIOM INC.
By: /s/ Andrew P. Maunder
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Andrew P. Maunder
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Andrew P. Maunder his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and any other documents in
connection therewith, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/Edmund A. Hough
- ------------------------- Chairman 8/4/97
Edmund A. Hough
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Signature Title Date
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/s/Andrew P. Maunder
- ------------------------- Director, President 8/4/97
Andrew P. Maunder and Chief Executive
Officer
/s/Mark J. Kadish
- ------------------------- Chief Financial 8/4/97
Mark J. Kadish Officer (Principal
Accounting Officer)
/s/Sammy W. Pearson
- ------------------------- Director 8/4/97
Sammy W. Pearson
/s/Robert B. Kelly
- ------------------------- Director 8/4/97
Robert B. Kelly
/s/Trevor Sokell
- ------------------------- Director 8/4/97
Trevor Sokell
/s/Michael G. Wilkinson
- ------------------------- Director 8/4/97
Michael G. Wilkinson
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit Page
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4 Axiom Inc. Employee Stock
Purchase Plan.
5 Opinion and Consent of Wolf, Block,
Schorr and Solis-Cohen re: legality.
23.1 Consent of Arthur Andersen LLP
independent public accountants.
23.2 Consent of Wolf, Block, Schorr and
Solis-Cohen (contained in Exhibit 5.1).
24 Powers of Attorney (included on
signature page in Part II of the
Registration Statement).
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Exhibit 4
AXIOM INC.
EMPLOYEE STOCK PURCHASE PLAN
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1. Purpose.
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The purpose of the Plan is to assist Axiom Inc. a Delaware corporation
(the "Company"), and its Affiliates in retaining the employment of employees
by offering them a greater stake in the Company's success and a closer
identity with it, and to aid in obtaining the services of individuals whose
employment would be helpful to the Company and would contribute to its
success. This is to be accomplished by providing employees a continuing
opportunity to purchase shares of the Company's common stock, par value $.01
("Shares") through periodic offerings.
The Plan is intended to comply with the provisions of section 423 of
the Code (as hereinafter defined), and the Plan shall be administered,
interpreted and construed accordingly.
2. Definitions. For purposes of the Plan:
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"Account" means the non-interest bearing account which the Company
(or the Affiliate which employs the Participant) shall establish for
Participants, to which Participants' payroll deductions pursuant to the Plan
shall be credited.
"Affiliate" means a corporation which is a parent corporation or a
subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.
"Agent" means the person or persons appointed by the Board in
accordance with Paragraph 3(d).
"Applicable Offering Period" means, with respect to any Purchase
Date, the Offering Period ending on such Purchase Date.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee described in Paragraph 3(a) or the
Board acting in its capacity as administrator of the
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Plan in the absence of a separate committee established by the Board to act
in such capacity.
"Company" means Axiom Inc.
"Compensation" means the total amount of compensation for services
paid to a Participant for an Offering Period by the Company and the
Affiliates that would be reportable on Internal Revenue Service Form W-2
(including amounts payable as bonuses), plus amounts that are not includable
in income for federal income tax purposes that a Participant elects to have
withheld from his or her salary pursuant to an arrangement described in
section 125 or section 401(k) of the Code.
"Eligible Employee" means an employee of the Company or Affiliate
who is eligible to participate in the Plan in accordance with the
requirements of Paragraph 4 hereof.
"Employer" means the Company or Affilate for whom an Eligible
Employee is performing services at the time the Eligible Employee becomes a
Participant.
"Fair Market Value" means, as of any relevant date, in the case of
a purchase on a Purchase Date of Shares by the Company in an arms'-length
transaction, the actual purchase price of such Shares, and, in any all other
cases, the mean between the highest and lowest sales prices of Shares on the
principal national securities exchange on which the Shares are listed on such
date, or, if the Shares are not listed on any national securities exchange,
the mean between the highest and lowest sales prices of Shares as reported on
the Nasdaq National Market on such date, or if the Shares are included in
Nasdaq, but are not included in the Nasdaq National Market, the mean between
the closing bid and asked prices for Shares on such date as reported by
Nasdaq, or if the Shares are not so reported, the fair market value of Shares
as determined by the Committee in good faith. If there are no sales reports
or bid or asked quotations, as the case may be, for a given date, the closest
preceding date on which there were sales reports or bid or asked quotations
shall be used.
"Investment Account" means the account established for a
Participant pursuant to Paragraph 9(a) to hold Shares acquired for a
Participant pursuant to the Plan.
"Nasdaq" means the National Association of Security Dealers, Inc.
Automated Quotations System.
2
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"Offering Period" means each consecutive six (6) month period
beginning on March 1 and September 1 of each year. The first Offering Period
shall be the period commencing September 1, 1997 and ending February 28, 1998.
"Participant" means an Eligible Employee who makes an election to
participate in the Plan in accordance with Paragraph 5 hereof.
"Plan" means the Axiom Inc. Employee Stock Purchase Plan as set
forth in this document, and as may be amended from time to time.
"Plan Year" means each consecutive period commencing on March 1 of
any year and ending on February 28 of the subsequent year.
"Purchase Date" means the last business day of each Offering
Period.
"Purchase Price" means the lesser of 85% of the Fair Market Value
of a Share on (i) the first business day of the Applicable Offering Period or
(ii) the Purchase Date.
"Share" or "Shares" means a share or shares of the Company's
Common Stock, $0.01 par value.
"Subscription Agreement" means the agreement between the
Participant and the Employer pursuant to which the Participant authorizes
payroll deductions to the Account.
3. Administration.
---------------
(a) The Plan shall be administered by the Board of Directors or
by a committee of the Board consisting of one or more members designated by
the Board. No member of the Board of Directors who is eligible to
participate in the Plan may vote on any matter affecting the administration
of the Plan. If a Committee is established, no member of the Board of
Directors who is also eligible to participate in the Plan may be a member of
the Committee. If, at any time, there are fewer than three members of the
Committee eligible to serve in such capacity for purposes of administration
of the Plan, the Board of Directors shall appoint one or more members of the
Board of Directors, who shall qualify hereunder, to serve as members of the
Committee solely for purposes of administration. All Committee members
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shall serve, and may be removed, at the pleasure of the Board of Directors.
(b) For purposes of administration of the Plan, a majority of the
members of the Committee eligible to serve as such shall constitute a quorum,
and any action taken by a majority of such members of the Committee present
at any meeting at which a quorum is present, or acts approved in writing by
all members of the Committee, shall be the acts of the Committee.
(c) Subject to the express provisions of the Plan, the Committee
shall have full discretionary authority to interpret the Plan, to issue rules
for administering the Plan, to change, alter, amend or rescind such rules,
and to make all other determinations necessary or appropriate for the
administration of the Plan. All determinations, interpretations and
constructions made by the Committee with respect to the Plan shall be final
and conclusive. No member of the Board of Directors or the Committee shall
be liable for any action, determination or omission taken or made in good
faith with respect to the Plan or any right granted hereunder.
(d) The Committee may engage an Agent to purchase Shares on each
Purchase Date and to perform custodial and record keeping functions for the
Plan, such as holding record title to Shares acquired by Participants under
the Plan, maintaining an individual Investment Account for each such
Participant and providing periodic account status reports to such
Participants.
(e) The Committee shall have full discretionary authority to
delegate ministerial functions to management of the Company.
4. Eligibility. All employees of the Company, and
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of such of its Affiliates as may be designated for such purpose
from time to time by the Committee, shall be eligible to participate
in the Plan as of the first day of an Offering Period, other than any
employee who owns stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company or an Affiliate. In
determining stock ownership for purposes of the preceding sentence, the rules
of section 424(d) of the Code shall apply and stock which the employee may
purchase under outstanding options, including rights to purchase stock under
the Plan, shall be treated as stock owned by the employee.
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For purposes of this Paragraph 4, the term "employment" shall be
interpreted in accordance with the provisions of section 1.421-7(h) of the
Treasury Regulations (or any successor regulations).
5. Election to Participate.
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(a) (i) Initial Subscription Agreements. Each Eligible Employee
may become a Participant by filing a Subscription Agreement authorizing
specified regular payroll deductions. A Subscription Agreement authorizing
such payroll deductions must specify the date on which deduction is to
commence, which may not be retroactive. Subject to the limits of Paragraph
5(b), payroll deductions may be in any amount not less than one percent (1%)
and not in excess of ten percent (10%) of an Eligible Employee's
Compensation, subject to a lower limit as may be established pursuant to
Paragraph 5(b) below. All payroll deductions shall be recorded in the
Accounts. All funds recorded in Accounts may be used by the Company and
Affiliates for any corporate purpose, subject to the Participant's right to
withdraw at any time an amount equal to the balance accumulated in his or her
Account as described in Paragraph 8 below. Funds credited to Accounts shall
not be required to be segregated from the general funds of the Company or any
Affilate.
(ii) Subsequent Subscription Agreements. Any Participant may
file a Subscription Agreement subsequent to his or her filing an initial
Subscription Agreement changing the terms of his or her participation in
accordance with Section 6 of the Plan.
(b) Contribution Limit. The sum of all regular payroll
deductions authorized under Paragraph 5(a) shall not exceed such percentage
of the Participant's Compensation as may be specified from time to time by
the Committee.
6. Subsequent Subscription Agreements and Deduction Changes.
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(a) Decrease in Contribution Rate. A Participant may at any time
decrease his or her payroll deduction rate by filing a new Subscription
Agreement with the Committee during a Offering Period which will supersede
any prior Subscription Agreement
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effective as soon as practicable, but in no event more than thirty (30) days,
after receipt of such new Subscription Agreement by the Committee. Other
than as provided in the case of a termination of participation under
Paragraph 8 below, such change in the rate of regular payroll deductions may
not be made more than once during each Offering Period.
(b) Increase or Decrease in Contribution Rate. A Participant may
increase or decrease his or her payroll deduction rate by filing with the
Committee a new Subscription Agreement with the Committee at any time during
the month immediately preceding each new Offering Period, provided such new
Subscription Agreement is received no later than one week prior to the first
day of such Offering Period. Such new Subscription Agreement shall become
effective as of the first day of such Offering Period. If a Participant does
not file a new Subscription Agreement, the terms of the Subscription
Agreement in effect with respect to the immediately preceding Offering Period
shall remain in effect for the new Offering Period. Notwithstanding anything
contained herein to the contrary, a Participant may file a new Subscription
Agreement at any time for the sole purpose of changing his or her designation
of beneficiary.
7. Limit on Purchase of Shares.
----------------------------
(a) No employee may be granted a right to purchase Shares under
the Plan to the extent that, taking into account such grant, such employee
would have rights to purchase equity securities under the Plan and under all
other plans, if any, of the Company and Affiliates that are intended to meet
the requirements of section 423 of the Code, that accrue at a rate which
exceeds $25,000 of Fair Market Value (determined at the time the rights are
granted) for each calendar year in which such rights to purchase Shares are
outstanding at any time. For purposes of this Paragraph 7:
(i) The right to purchase Shares accrues when the right (or
any portion thereof) first becomes exercisable during the calendar year;
(ii) In addition to any other limitations as may be imposed
on an employee's rights to acquire Shares under the Plan, no Participant
shall accrue a right to purchase Shares with respect to any Offering Period
in excess of a number determined by dividing $12,500 by the Fair Market Value
of the Shares
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determined as of the first day of the Offering Period, nor shall any
Participant accrue rights to acquire Shares having a Fair Market Value in
excess of $25,000 (determined on the first day the Applicable Offering
Period) during any calendar year;
(iii) No Participant shall be permitted to carry over any
rights to acquire Shares accrued with respect to an Offering Period to any
subsequent Offering Period; and
(iv) The limitations set forth in this Paragraph 7 shall be
interpreted by the Committee in accordance with applicable rules and
regulations issued under Section 423 of the Code so that the Plan remain
qualified as a "stock purchase plan" as defined in that Code Section.
(b) No employee may be granted a right to purchase Shares under
the Plan if, immediately following such grant, such employee would own stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or an Affiliate. In determining stock
ownership for purposes of the preceding sentence, the rules of section 424(d)
of the Code shall apply and stock which the employee may purchase under
outstanding options, including rights to purchase stock under the Plan, shall
be treated as stock owned by the employee.
8. Termination of Participation and Withdrawal of Funds.
-----------------------------------------------------
A Participant may at any time and for any reason, withdraw from participation
in the Plan for an Offering Period by filing a notice of withdrawal form with
the Committee prior to the last day of such Offering Period, in which case
the entire balance accumulated in his or her Account shall be paid to such
Participant as soon as practicable thereafter and no further payroll
deductions shall be made pursuant to the Plan. Partial withdrawals shall not
be permitted. A Participant may recommence participation in the Plan by
submitting a new Subscription Agreement to the Committee, which will be
effective as of the next Offering Period.
9. Method of Purchase and Investment Accounts.
-------------------------------------------
(a) Exercise of Option for Shares. Each Participant having funds
credited to an Account on a Purchase Date shall be deemed, without any
further action, to have exercised on such Purchase Date, the option to
purchase the number of whole Shares
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which the funds in such Account would purchase at the Purchase Price, subject
to the limit:
(i) on the aggregate number of Shares that may be made
available for purchase to all Participants under the Plan for the term of the
Plan, as set forth in Paragraph 10; and
(ii) on the number of Shares that may be made available for
purchase to any individual Participant, as set forth in Paragraphs 5(b) and 7.
Such option shall be deemed exercised if the Participant does not withdraw
such funds before the Purchase Date. All Shares so purchased shall be
credited to a separate Investment Account for each Participant, established
by the Agent, or by the Committee if no Agent has been appointed. The Agent
shall hold in its name or the name of its nominee all certificates for Shares
purchased until such Shares are withdrawn by a Participant pursuant to
Paragraph 11. No purchases of fractional Shares shall be made pursuant to
the Plan. Any funds left in a Participant's Account following a Purchase
Date shall continue to be credited to such Participant's Account and shall be
available for purchases of Shares with respect to the next Offering Period,
to the extent such purchase would otherwise be permissible under the Plan,
and subject to the Participant's withdrawal rights against his or her Account.
(b) Dividends on Shares Held in Investment Accounts. All cash
dividends paid with respect to the Shares credited to a Participant's
Investment Account shall, unless otherwise directed by the Committee, be
credited to his or her Account and used, in the same manner as other funds
credited to Accounts, to purchase additional Shares under the Plan on the
next Purchase Date, subject to Participants' withdrawal rights against
Accounts and the other limits of the Plan.
(c) Adjustment of Shares on Application of Aggregate Limits. If
the total number of Shares that would be purchased pursuant to Paragraph 9(a)
but for the limits described in Paragraph 9(a)(i) exceeds the number of
Shares available for purchase under the Plan, then the number of available
Shares shall be allocated among the Investment Accounts of Participants in
the ratio that the amount credited to a Participant's Account as of the
Purchase Date bears to the total amount credited to all Participants'
Accounts as of the Purchase Date. The cash balance not applied to the
purchase of Shares shall be held in Participants' Accounts subject to the
terms and conditions of the Plan.
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10. Shares Subject to Plan.
-----------------------
The aggregate maximum number of Shares that may be issued pursuant to the
Plan is three hundred thousand (300,000), subject to adjustment as provided
in Paragraph 18 of the Plan. The Shares delivered pursuant to the Plan may,
at the option of the Company, be Shares purchased specifically for purposes
of the Plan, shares otherwise held in treasury or Shares originally issued by
the Company for such purpose.
11. Withdrawal of Certificates.
---------------------------
A Participant shall have the right at any time to withdraw a certificate or
certificates for all or a portion of the Shares credited to his or her
Investment Account by giving written notice to the Company.
12. Registration of Certificates.
-----------------------------
Each certificate withdrawn by a Participating Employee may be registered
only in the name of the Participant, or, if the Participant so indicated on
the Participant's Account, in the Participant's name jointly with a member of
the Participant's family, with right of survivorship. A Participant who is a
resident of a jurisdiction which does not recognize such a joint tenancy may
have certificates registered in the Participant's name as tenant in common or
as community property with a member of the Participant's family without right
of survivorship.
13. Voting.
-------
The Committee or the Agent shall cause all Shares held in an Investment
Account to be voted in accordance with the Participant's instructions.
14. Rights on Retirement, Death or Other Termination of Employment.
---------------------------------------------------------------
In the event of a Participant's retirement, death or other termination of
employment, or in the event that a Participant otherwise ceases to be an
Eligible Employee, (a) no payroll deduction shall be taken from any pay due
and owing to the Participant thereafter, and the balance in the Participant's
Account shall be paid to the Participant or, in the event of the
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Participant's death, to the person or persons designated as the Participant's
beneficiary on Participant's most recently filed Subscription Agreement, or
if no beneficiary has been designated, to the person to whom the
Participant's rights shall have passed under the laws of descent and
distribution, and (b) a certificate for the Shares credited to the
Participant's Investment Account will be forwarded to the Participant (or, in
the event of the Participant's death, to the person or persons designated as
the Participant's beneficiary on Participant's most recently filed
Subscription Agreement, or if no beneficiary has been designated, to the
person to whom the Participant's rights shall have passed under the laws of
descent and distribution).
15. Rights Not Transferable.
------------------------
Except as permitted by Paragraph 14, rights under the Plan are not
transferable by a Participant and are exercisable during the employee's
lifetime only by the employee.
16. No Right to Continued Employment.
---------------------------------
Neither the Plan nor any right granted under the Plan shall confer upon any
Participant any right to continuance of employment with the Company or any
Affilate, or interfere in any way with the right of the Company or Affiliate
to terminate the employment of such Participant.
17. Application of Funds.
---------------------
All funds received or held by the Company under this Plan may be used for
any corporate purpose.
18. Adjustments in Case of Changes Affecting Shares.
------------------------------------------------
In the event of a subdivision of outstanding Shares, or the payment of a
stock dividend, the Share limit set forth in Paragraph 10 shall be adjusted
proportionately, and such other adjustments shall be made as may be deemed
equitable by the Committee. In the event of any other change affecting Shares
(including any event described in section 424(a) of the Code), such
adjustment, if any, shall be made as may be deemed equitable by the Committee
to give proper effect to such event, subject to the limitations of section
424 of the Code.
10
<PAGE>
19. Amendment of the Plan.
----------------------
The Board of Directors of the Company may at any time, or from time to
time, amend the Plan in such manner as it may deem advisable. Nevertheless,
the Board of Directors of the Company may not (i) increase the maximum number
of shares that may be issued pursuant to the Plan (ii) materially increase
the benefits accruing to Participants under the Plan, or (iii) modify the
requirements as to eligibility for participation in the Plan without
obtaining approval, within twelve months before or after such action, by vote
of a majority of the votes cast at a duly called meeting of the Stockholders
at which a quorum representing a majority of all outstanding voting stock of
the Company is, either in person or by proxy, present and voting on the
matter.
20. Termination of the Plan.
------------------------
The Plan and all rights of employees under any offering hereunder shall
terminate on the earliest of:
(a) any time at the discretion of the Board of Directors; or
(b) December 31, 2006.
Upon termination of this Plan, (i) all amounts in the Accounts of
Participants shall be carried forward into the Participant's Account under a
successor plan, if any, or promptly refunded, and (ii) all certificates for
the Shares credited to a Participant's Investment Account shall be forwarded
to him or her.
21. Governmental Regulations.
-------------------------
(a) Anything contained in this Plan to the contrary
notwithstanding, the Company shall not be obligated to sell or deliver any
Shares certificates under this Plan unless and until the Company is satisfied
that such sale or delivery complies with (i) all applicable requirements of
the governing body of the principal market in which such Shares are traded,
(ii) all applicable provisions of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations thereunder and (iii) all other laws or
regulations by which the Company is bound or to which the Company is subject.
11
<PAGE>
(b) The Company (or an Affiliate) may make such provisions as it
may deem appropriate for the withholding of any taxes or payment of any taxes
which it determines it may be required to withhold or pay in connection with
any Shares. The obligation of the Company to deliver certificates under this
Plan is conditioned upon the satisfaction of the provisions set forth in the
preceding sentence.
22. Section 16 Restrictions for Officers and Directors.
---------------------------------------------------
Notwithstanding any other provision of the Plan, each officer (for purposes
of Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), and director of the Company shall be subject to such
restrictions, if any, as are required so that transactions under the Plan by
such officer or director shall be exempt from Section 16(b) of the Exchange
Act. Without limiting the generality of the foregoing, such restrictions may
include restrictions on the ability of an officer or director making
withdrawals from the Plan, ceasing participation in the Plan and holding the
Shares received under the Plan for so long as such restrictions are required
to qualify for a Section 16 exemption.
23. Repurchase of Shares.
---------------------
The Company shall not be required to repurchase from any Participant any
Shares which such Participant acquires under the Plan.
12
<PAGE>
Exhibit 5
Law Offices
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, Pa 19102-2678
(215) 977-2000
Facsimile: (215) 977-2334
August 5, 1997
Axiom Inc.
351 New Albany Road
Moorestown, NJ 08057-1177
RE: Axiom Inc. Registration Statement on Form S-8
Relating to the Axiom Inc.
Employee Stock Purchase Plan
---------------------------------------------
Gentlemen:
As counsel to Axiom Inc., a Delaware corporation (the "Company"), we
have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 300,000
shares of the Company's Common Stock, $0.01 par value (the "Common Stock"),
that may be issued under the Company's Employee Stock Purchase Plan (the
"Plan").
In this connection, we have examined the Company's Certificate of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of the Common Stock as we
have deemed appropriate. In all examinations of documents, instruments and
other papers, we have assumed the genuineness of all signatures on original
and certified documents and the conformity with original and certified
documents of all copies submitted to us as conformed, photostatic or other
copies. As to matters of fact which have not been independently established,
we have relied upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the
<PAGE>
shares of Common Stock offered and to be offered under the Plan are duly
authorized and, when issued and sold pursuant to the terms of the Plan, will
be legally issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our reports dated July 3,
1997 included in Axiom Inc.'s Prospectus dated July 8, 1997 (File No. 333-25439)
and to all references to our Firm included in this Form S-8 Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
August 5, 1997
