As filed with the Securities and Exchange Commission on January 26, 1998.
File No. 333-41921
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDUSTRIAL DISTRIBUTION GROUP, INC.
--------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Delaware 58-2299339
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2500 Royal Place
Tucker, Georgia 30084
(770) 243-9000
- ----------------------------------------------------------------------
(Address and Telephone Number of Issuer's Principal Executive Offices)
Industrial Distribution Group, Inc. Amended and Restated Employee
Stock Purchase Plan
-----------------------------------------------------------------
(Full Title of the Plans)
Martin S. Pinson
Chairman and Chief Executive Officer
2500 Royal Place
Tucker, Georgia 30084
(770) 243-9000
---------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
W. Randy Eaddy, Esq.
KILPATRICK STOCKTON LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500
<PAGE>
ITEM 8. EXHIBITS
The exhibits included as part of this Registration
Statement are as follows:
Exhibit Number Description
- -------------- -----------
4** Industrial Distribution Group, Inc.
Amended and Restated Employee Stock
Purchase Plan
5* Opinion and Consent of Kilpatrick
Stockton LLP, counsel to the
Registrant
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Miller & Co. LLP
23.3* Consent of Schenck & Associates, SC
23.4* Consent of Baird, Kurtz & Dobson
** Because of technical changes made to the exhibit initially
filed on December 10, 1997, a new exhibit is being added to
supersede the previous one.
* Previously filed.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on an amendment
to 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 Atlanta, State of Georgia, on January 23, 1998.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By: *
------------------------------------
Martin S. Pinson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on January 23, 1998.
* Chief Executive Officer and Chairman
- --------------------------- of the Board of Directors (Principal
MARTIN S. PINSON Executive Officer)
* Vice Chairman, Chief Financial
- --------------------------- Officer, Secretary and Director
JACK P. HEALEY (Principal Financial and Accounting
Officer)
* Director
- ---------------------------
DAVID K. BARTH
* Director
- ---------------------------
WILLIAM J. BURKLAND
* Director
- ---------------------------
WILLIAM R. FENOGLIO
* Director
- ---------------------------
WILLIAM T. PARR
* Director
- ---------------------------
GEORGE L. SACHS, JR.
* Director
- ---------------------------
RICHARD M. SEIGEL
II-3
<PAGE>
* Director
- ---------------------------
ANDREW B. SHEARER
/s/ Douglass C. Smith Director
- ---------------------------
DOUGLASS C. SMITH
*/s/ Douglass C. Smith
- ---------------------------
By: Douglass C. Smith as
Attorney in-fact
II-4
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON AMENDMENT NO. 1 TO FORM S-8
Exhibit Number Description
- -------------- -----------
4 Industrial Distribution Group, Inc.
Amended and Restated Employee Stock
Purchase Plan
INDUSTRIAL DISTRIBUTION GROUP, INC.
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
Sec. 1.1 STATEMENT OF PURPOSE. The purpose of the
Industrial Distribution Group, Inc. Employee Stock Purchase Plan is
to provide eligible employees of the Company and its Subsidiaries,
who wish to become stockholders, an opportunity to purchase Common
Stock of the Company. The Board of Directors of the Company
believes that employee participation in ownership will be to the
mutual benefit of both the employees and the Company.
Sec. 1.2 INTERNAL REVENUE CODE CONSIDERATIONS. The Plan
is intended to constitute an "employee stock purchase plan" within
the meaning of section 423 of the Internal Revenue Code of 1986, as
amended.
ARTICLE II
CERTAIN DEFINITIONS
Sec. 2.1 "ADMINISTRATIVE COMMITTEE" or "Stock Purchase
Plan Committee" means the committee appointed by the Board to
administer the Plan, as provided in Section 6.3 hereof.
Sec. 2.2 "BOARD" means the Board of Directors of the
Company.
Sec. 2.3 "CODE" means the Internal Revenue Code of 1986,
as amended.
Sec. 2.4 "COMPANY" means Industrial Distribution Group,
Inc., a Delaware corporation.
Sec. 2.5 "COMPENSATION" means the total remuneration paid,
during the period of reference, to an Employee by the Company,
including regular salary or wages, overtime payments, bonuses,
commissions and vacation pay, to which has been added (a) any
elective deferral amounts by which the Employee has had his or her
current remuneration reduced for the purposes of funding a
contribution to any plan sponsored by the Company and satisfying the
requirements of section 401(k) of the Code, and (b) any amounts by
which the Employee's compensation has been reduced pursuant to a
compensation reduction agreement between the Employee and the
Company for the purpose of funding benefits through any cafeteria
plan sponsored by the Company meeting the requirements of section
125 of the Code. There shall be excluded from "Compensation" for
the purposes of the Plan, whether or not reportable as income by the
Employee, expense reimbursements of all types, payments in lieu of
expenses, the Company contributions to any qualified retirement plan
or other program of deferred compensation (except as provided
above), the Company contributions to Social Security or worker's
<PAGE>
compensation, the costs paid by the Company in connection with
fringe benefits and relocation, including gross-ups, and any amounts
accrued for the benefit of Employee, but not paid, during the period
of reference.
Sec. 2.6 "CONTINUOUS SERVICE" means the period of time
during which the Employee has been employed by the Company or a
Subsidiary and during which there has been no interruption of
Employee's employment by the Company or a Subsidiary. For this
purpose, periods of Excused Absence shall not be considered to be
interruptions of Continuous Service. Continuous Service shall also
include periods of service with the predecessor businesses of the
Company and, at the election of the Company, may include periods of
service with a corporation or other entity acquired by the Company
after the Effective Date.
Sec. 2.7 "EFFECTIVE DATE" shall mean September 30, 1997,
if within twelve months of that date, the Plan is or has been
approved at a meeting of the stockholders of the Company by the
affirmative vote of the holders of the majority of Common Stock of
the Company outstanding.
Sec. 2.8 "ELIGIBLE EMPLOYEE" means each person who:
(a) is an Employee whose customary employment is for more
than five months in any calendar year;
(b) has completed at least ninety (90) days of Continuous
Service; and
(c) is not deemed for purposes of section 423(b)(3) of the
Code to own stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the
Company.
Sec. 2.9 "EMPLOYEE" means each person employed by the
Company or a Subsidiary.
Sec. 2.10 "EXCUSED ABSENCE" means absence pursuant to a
leave of absence granted by the Company or any other entity
constituting the Company, absence due to disability or illness,
absence by reason of a layoff, or absence by reason of active duty
in the armed forces of the United States. In no event may an
Excused Absence exceed six (6) months in length (or, if longer and
if applicable, the period of the individual's active duty in the
armed forces of the United States and such period thereafter as such
individual's right to reemployment by the Company is protected by
law), and any absence shall cease to be an Excused Absence upon the
earlier of (a) the last day of the calendar month in which the
duration of the absence reaches six (6) months or (b) the last day
of the calendar month in which the leave expires by its terms, the
layoff ends by recall or permanent separation from service, or
recovery from illness or disability occurs.
Sec. 2.11 "MARKET VALUE" means, with respect to Stock, the
fair market value of such stock, determined by such methods or
procedures as shall be established from time to time by the
Administrative Committee; provided, however, that if the Stock is
listed on a national securities exchange or quoted in an interdealer
quotation system, the Market Value of such Stock on a given date
2<PAGE>
shall be based upon the last sale price or, if unavailable, the
average of the closing bid and asked prices per share of the Stock
on such date (or, if there was no trading or quotation in the Stock
on such date, on the next preceding date on which there was trading
or quotation) as provided by one of such organizations.
Sec. 2.12 "OFFERING" means the offering of shares of Stock
under the Plan.
Sec. 2.13 "OFFERING DATE" means the first business day of
each January, April, July, and October during which the Plan is in
effect; provided, however, that the initial Offering Date ("Initial
Offering Date") shall be the first business day after the Effective
Date as of which the Administrative Committee determines that
participation in the Plan can be offered to Eligible Employees.
Sec. 2.14 "PARTICIPANT" means each Eligible Employee who
elects to participate in the Plan.
Sec. 2.15 "PURCHASE DATE" means the last day of each
Purchase Period.
Sec. 2.16 "PLAN" means the Amended and Restated Industrial
Distribution Group, Inc. Employee Stock Purchase Plan, as the same
is set forth herein and as the same may hereafter be amended.
Sec. 2.17 "PURCHASE AGREEMENT" means the document
prescribed by the Administrative Committee pursuant to which an
Eligible Employee has enrolled to be a Participant.
Sec. 2.18 "PURCHASE PERIOD" means the calendar quarter
beginning each January 1, April 1, July 1, and October 1, provided
that the initial Purchase Period ("Initial Purchase Period") shall
be the short period beginning on the Initial Offering Date and
ending on December 31, 1997.
Sec. 2.19 "PURCHASE PRICE" means such term as it is defined
in Section 4.3 hereof.
Sec. 2.20 "STOCK" means the Common Stock, $.01 par value
per share, of the Company.
Sec. 2.21 "STOCK PURCHASE ACCOUNT" means a non-interest
bearing account consisting of all amounts withheld from an
Employee's Compensation (or otherwise paid into the Plan) for the
purpose of purchasing shares of Stock for such Employee under the
Plan, reduced by all amounts applied to the purchase of Stock for
such Employee under the Plan.
Sec. 2.22 "SUBSIDIARY" shall mean a corporation described
in section 424(f) of the Code that has, with the permission of the
Board, adopted the Plan. The participating Subsidiaries on the
Effective Date are listed on Schedule A attached hereto.
3
<PAGE>
ARTICLE III
ADMISSION TO PARTICIPATION
Sec. 3.1 INITIAL PARTICIPATION. Only Eligible Employees
may participate in the Plan. Any Eligible Employee may elect to be
a Participant and may become a Participant by executing and filing
with the Administrative Committee a Purchase Agreement at such time
in advance and on such forms as prescribed by the Administrative
Committee. The effective date of an Eligible Employee's
participation shall be the Offering Date next following the date on
which the Administrative Committee receives from the Eligible
Employee a properly executed and timely filed Purchase Agreement;
provided, however, that the Initial Offering Date may precede
receipt of the Eligible Employee's Purchase Agreement. Participation
in the Plan will continue automatically from one Purchase Period to
another unless notice is given pursuant to Section 3.2.
Sec. 3.2 VOLUNTARY DISCONTINUANCE OF PARTICIPATION. Any
Participant may voluntarily withdraw from the Plan by filing a
Notice of Withdrawal with the Administrative Committee at such time
in advance as the Administrative Committee may specify. Upon such
withdrawal, there shall be paid to the Participant the amount, if
any, standing to his or her credit in his or her Stock Purchase
Account. The delivery of certificates representing the shares of
Stock held for such Participant under the Plan shall be handled in
the manner provided in Section 4.7.
Sec. 3.3 INVOLUNTARY DISCONTINUANCE OF PARTICIPATION. If
a Participant ceases to be an Eligible Employee, the entire amount,
if any, standing to the Participant's credit in his or her Stock
Purchase Account shall be refunded to him or her. Notwithstanding
the foregoing, should a Participant cease to be an Eligible Employee
(as a result of the restrictions in Section 2.8(c)) by reason of
being granted an option to purchase Stock under a stock option plan
maintained by the Company, such Participant may continue to
participate only through the end of the Purchase Period during which
such option was granted. The delivery of certificates representing
the shares of Stock held for such Participant under the Plan shall
be handled in the manner provided in Section 4.7.
Sec. 3.4 READMISSION TO PARTICIPATION. Any Eligible
Employee who has previously been a Participant, who has discontinued
participation, and who wishes to be reinstated as a Participant may
again become a Participant for any subsequent Purchase Period by
executing and filing with the Administrative Committee, at such time
in advance as the Administrative Committee shall determine, a new
Purchase Agreement on forms provided by the Administrative
Committee. Reinstatement to Participant status shall be effective
as of the Offering Date next following the date on which the
Administrative Committee receives from the Eligible Employee the
properly executed and timely filed Purchase Agreement.
4
<PAGE>
ARTICLE IV
STOCK PURCHASE
Sec. 4.1 RESERVATION OF SHARES. There shall be 500,000
shares of Stock reserved for the Plan, subject to adjustment in
accordance with the antidilution provisions hereinafter set forth.
Except as provided in Section 5.2 hereof, the aggregate number of
shares that may be purchased under the Plan shall not exceed the
number of shares reserved for the Plan. Shares of Stock issued
pursuant to the Plan may be either unissued shares of Stock, or
shares of Stock acquired in the market or directly from
shareholders.
Sec. 4.2 LIMITATION ON SHARES AVAILABLE. Subject to the
limit in Section 4.4(b) and the other limitations set forth in the
Plan, the maximum number of shares of Stock that may be purchased
for each Participant on a Purchaser Date is the lesser of (a) the
number of shares of Stock that can be purchased by applying the full
balance of his Stock Purchase Account to such purchase of shares at
the Purchase Price (as hereinafter determined), (b) the number
of shares of Stock that would not cause the Participant to exceed
the limit of Section 2.8(c), or (c) an amount equal to 10% of the
Participant's expected Purchase Period Compensation divided by 85%
of the Market Value of the Stock on the Offering Date. A
Participant's expected Purchase Period Compensation shall be
determined by multiplying his normal hourly or weekly rate of
Compensation (as in effect on the last day prior to such Offering
Date) by the number of regularly scheduled hours or weeks of work
for such Participant during the Purchase Period; provided, however,
for the Initial Purchase Period only, the limitation in (c) above
shall be increased to an amount equal to 10% of the Participant's
expected annual Compensation divided by 85% of the Market Value of
the Stock on the Initial Offering Date, where expected annual
Compensation shall be determined using the Compensation rate in
effect on the last day prior to the Initial Offering Date. Any
portion of a Participant's Stock Purchase Account that cannot be
applied by reason of the foregoing limitation shall remain in the
Participant's Stock Purchase Account for application to the purchase
of Stock on the next Offering Date (unless withdrawn before such
next Offering Date).
Sec. 4.3 PURCHASE PRICE OF SHARES. The Purchase Price per
share of the Stock purchased for Participants pursuant to any
Offering shall be the sum of (a) eighty-five percent (85%) of the
Market Value of such share on the Offering Date on which such
Offering commences or on the Purchase Date on which such Offering
expires, whichever is lower, and (b) any transfer, excise, or
similar tax imposed on the transaction pursuant to which such share
of Stock is purchased. If the Purchase Date with respect to the
purchase of Stock is a day on which the stock is selling ex-dividend
but is on or before the record date for such dividend, then for Plan
purposes the Purchase Price per share will be increased by an amount
equal to the dividend per share. In no event shall the Purchase
Price be less than the par value of the Stock.
5
<PAGE>
Sec. 4.4 EXERCISE OF PURCHASE PRIVILEGE.
(a) Subject to the provisions of Section 4.2 above, if on
the date of the last paycheck of a Participant issued prior to any
Purchase Date (or, for the Initial Purchase Period, the date when
any direct payment must be made), there is a credit balance in the
Participant's Stock Purchase Account, there shall be purchased for
the Participant at the Purchase Price for the Purchase Period that
expires on such Purchase Date the largest number of whole and
fractional shares of Stock that can be purchased with the entire
amount standing to the Participant's credit in his or her Stock
Purchase Account on such paycheck issue date (or direct payment
date). Each such purchase shall be deemed to have occurred on the
Purchase Date occurring at the close of the Offering for which the
purchase was made.
(b) Notwithstanding anything contained herein to the
contrary, (i) a Participant may not during any calendar year
purchase shares of Stock having an aggregate Market Value,
determined at the time of each Offering Date during such calendar
year, of more than $25,000, and (ii) all rights to purchase Stock
offered on an Offering Date must be exercised within twenty-seven
(27) months of such Offering Date.
Sec. 4.5 ESTABLISHMENT OF STOCK PURCHASE ACCOUNT. Each
Participant shall authorize payroll deductions from Compensation for
the purposes of funding his or her Stock Purchase Account. In the
Purchase Agreement, each Participant shall authorize a deduction
from each payment of his or her Compensation during a Purchase
Period, which deduction shall be not less than one percent (1%) nor
more than ten percent (10%) of the gross amount of such payment,
subject to Section 4.4(b); provided, however, for the Initial
Purchase Period beginning on or after the Effective Date, a
Participant can authorize payroll deductions up to a total of 10% of
annual Compensation (determined in the manner provided in Section
4.2 and subject to any withholding limitations), but in no event
more than the amount of such payment. Subject to Section 3.2, a
Participant may not reduce or increase his or her payroll deduction
rate during any Purchase Period. However, a Participant may change
the deduction to any permissible level for any subsequent Purchase
Period by filing notice thereof at such time preceding the Offering
Date on which such subsequent Purchase Period commences as the
Administrative Committee shall determine. In addition to payroll
deductions, the Administrative Committee may allow for the Initial
Purchase Period, in its sole discretion and subject to such terms
and procedural requirements as it may establish, for the delivery of
payments by Participants directly to the Administrative Committee or
its designee.
Sec. 4.6 PAYMENT FOR STOCK. The Purchase Price for all
shares of Stock purchased for a Participant under the Plan shall be
paid out of the Participant's Stock Purchase Account. As of each
Purchase Date, the entire amount standing to the credit of each
Participant in his or her Stock Purchase Account on such Purchase
Date shall be charged with the aggregate Purchase Price of the
shares of Stock purchased for such Participant on the Purchase Date.
No interest shall be paid or payable with respect to any amount held
in a Participant's Stock Purchase Account.
6<PAGE>
Sec. 4.7 SHARE OWNERSHIP; ISSUANCE OF CERTIFICATES.
(a) The shares purchased for a Participant on a Purchase
Date shall, for all purposes, be deemed to have been issued and/or
sold at the close of business on such Purchase Date. Prior to that
time, none of the rights or privileges of a stockholder of the
Company shall inure to the Participant with respect to such shares.
All the shares of Stock purchased under the Plan shall be delivered
by the Company in a manner as determined by the Administrative
Committee in accordance with Section 4.7(b).
(b) The Administrative Committee, in its sole discretion,
may determine that the shares of Stock shall be delivered by the
Company (i) by periodically issuing and delivering to the
Participant a certificate for the number of whole shares of Stock
purchased for such Participant on a Purchase Date or during a
calendar year, or (ii) by issuing and delivering a certificate or
certificates for the number of shares of Stock purchased for all
Participants on a Purchase Date or during a calendar year to a
member firm of the New York Stock Exchange which is also a member of
the National Association of Securities Dealers, Inc., as selected by
the Administrative Committee from time to time, which shares shall
be maintained by such member firm in separate accounts for each
Participant, or (iii) by issuing and delivering a certificate or
certificates for the number of shares of Stock purchased for all
Participants on a Purchase Date or during the calendar year to a
bank or trust company or affiliate thereof, as selected by the
Administrative Committee from time to time, which shares shall be
maintained by such bank or trust company or affiliate in separate
accounts for each Participant or, if any Participant designates on
his or her Purchase Agreement, in his or her name jointly with his
or her spouse, with right of survivorship. A Participant who is a
resident of a jurisdiction that does not recognize such joint
tenancy may have a certificate or account in his or her name as
tenant in common with his or her spouse, without right of
survivorship. Such designation may be changed by filing a notice
thereof signed by the Participant and his or her spouse. Such
spouse shall be bound by all of the terms and conditions of the Plan
as if such spouse were a Participant.
Sec. 4.8 RESTRICTIONS ON RESALE. Stock acquired under the
Plan may not be sold or otherwise disposed of for at least one year
after the Purchase Date on which the shares were acquired, except in
the case of death or disability.
ARTICLE V
SPECIAL ADJUSTMENTS
Sec. 5.1 SHARES UNAVAILABLE. If, on any Exercise Date,
the aggregate funds available for the purchase of Stock would
purchase a number of shares in excess of the number of shares then
available for purchase under the Plan, the following events shall
occur:
(a) The number of shares that would otherwise be purchased
for each Participant shall be proportionately reduced on the
Purchase Date in order to eliminate such excess;
7<PAGE>
(b) The Plan shall automatically terminate immediately
after the Purchase Date as of which the supply of available shares
is exhausted; and
(c) Any amounts remaining in the respective Stock Purchase
Accounts of the Participants shall be repaid to such Participants.
Sec. 5.2 ANTIDILUTION PROVISIONS. The aggregate number of
shares of Stock reserved for purchase under the Plan, as hereinabove
provided, and the calculation of the Purchase Price per share may be
appropriately adjusted to reflect any increase or decrease in the
number of issued shares of Stock resulting from a recapitalization,
reclassification, stock split-up, stock dividend, combination of
shares, or transaction having similar effect. Any such adjustment
shall be made by the Administrative Committee acting with the
consent of, and subject to the approval of, the Board.
Sec. 5.3 EFFECT OF CERTAIN TRANSACTIONS. Subject to any
required action by the stockholders, if the Company shall be the
surviving or resulting corporation in any merger or consolidation,
or if the Company shall be merged for the purpose of changing the
jurisdiction of its incorporation, any Offering hereunder shall
pertain to and apply to the shares of stock of the Company or the
survivor. However, in the event of a dissolution or liquidation of
the Company, or of a merger or consolidation in which the Company is
not the surviving or resulting corporation, the Plan and any
Offering hereunder shall terminate upon the effective date of such
dissolution, liquidation, merger, or consolidation, and the balance
then standing to the credit of each Participant in his or her Stock
Purchase Account shall be returned to him or her.
ARTICLE VI
MISCELLANEOUS
Sec. 6.1 NONALIENATION. The right to purchase shares of
Stock under the Plan is personal to the Participant, is exercisable
only by the Participant during his or her lifetime except as
hereinafter set forth, and may not be assigned or otherwise
transferred by the Participant. Notwithstanding the foregoing,
there shall be delivered to the executor, administrator, or other
personal representative of a deceased Participant such shares of
Stock and such residual balance as may remain in the Participant's
Stock Purchase Account as of the date the Participant's death
occurs. However, such representative shall be bound by the terms
and conditions of the Plan as if such representative were a
Participant.
Sec. 6.2 ADMINISTRATIVE COSTS. Other than any transfer,
excise, or similar taxes imposed on the transaction pursuant to
which any shares of Stock are purchased, the Company or a Subsidiary
shall pay all administrative expenses associated with the operation
of the Plan.
Sec. 6.3 COLLECTION OF TAXES. The Company shall be
entitled to require any Participant to remit, through payroll
8<PAGE>
withholding or otherwise, any tax that it determines it is so
obligated to collect with respect to the issuance of Stock
hereunder, or the subsequent sale or disposition of such Stock, and
the Administrative Committee shall institute such mechanisms as
shall insure the collection of such taxes.
Sec. 6.4 ADMINISTRATIVE COMMITTEE. The Compensation
Committee of the Board shall appoint an Administrative Committee,
which shall have the authority and power to administer the Plan and
to make, adopt, construe, and enforce rules and regulations not
inconsistent with the provisions of the Plan. The Administrative
Committee shall adopt and prescribe the contents of all forms
required in connection with the administration of the Plan,
including, but not limited to, the Purchase Agreement, payroll
withholding authorizations, withdrawal documents, and all other
notices required hereunder. The Administrative Committee shall
have the fullest discretion permissible under law in the discharge
of its duties. The Administrative Committee's interpretations and
decisions in respect of the Plan, the rules and regulations pursuant
to which it is operated, and the rights of Participants hereunder
shall be final and conclusive.
Sec. 6.5 AMENDMENT OF THE PLAN. The Board may amend the
Plan without the consent of stockholders or Participants, except
that any such action shall be subject to the approval of the
Company's stockholders at or before the next annual meeting of
stockholders for which the record date is set after such Board
action if such stockholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or
quoted, and the Board may otherwise in its discretion determine to
submit other such changes to the Plan to stockholders for approval;
provided, however, that no such action may (i) without the consent
of an affected Participant, materially impair the rights of such
Participant with respect to any shares of Stock theretofore
purchased for him or her under the Plan, or (ii) disqualify the Plan
under section 423 of the Code.
Sec. 6.6 TERMINATION OF THE PLAN. Subject to Section 5.1,
the Plan shall continue in effect unless terminated pursuant to
action by the Board, which shall have the right to terminate the
Plan at any time without prior notice to any Participant and without
liability to any Participant. Upon the termination of the Plan, the
balance, if any, then standing to the credit of each Participant in
his or her Stock Purchase Account shall be refunded to him or her
and the certificates representing the shares of Stock shall be
handled in the manner provided in Section 4.7.
Sec. 6.7 REPURCHASE OF STOCK. The Company shall not be
required to purchase or repurchase from any Participant any of the
shares of Stock that the Participant acquired under the Plan.
Sec. 6.8 NOTICE. A Purchase Agreement and any notice that
a Participant files pursuant to the Plan shall be on the form
prescribed by the Administrative Committee and shall be effective
only when received by the Administrative Committee. Delivery of such
forms may be made by hand or by certified mail, sent postage
9<PAGE>
prepaid, to Industrial Distribution Group, Inc., 2500 Royal Place,
Tucker, Georgia 30084, Attention: Stock Purchase Plan Committee.
Delivery by any other mechanism shall be deemed effective at the
discretion of the Administrative Committee.
Sec. 6.9 GOVERNMENT REGULATION. The Company's obligation
to sell and to deliver the Stock under the Plan is at all times
subject to all approvals of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of
such Stock.
Sec. 6.10 HEADINGS, CAPTIONS, GENDER. The headings and
captions herein are for convenience of reference only and shall not
be considered as part of the text. The masculine shall include the
feminine, and vice versa.
Sec. 6.11 SEVERABILITY OF PROVISIONS; PREVAILING LAW. The
provisions of the Plan shall be deemed severable. If any such
provision is determined to be unlawful or unenforceable by a court
of competent jurisdiction or by reason of a change in an applicable
statute, the Plan shall continue to exist as though such provision
had never been included therein (or, in the case of a change in an
applicable statute, had been deleted as of the date of such change).
The Plan shall be governed by the laws of the State of Delaware, to
the extent such laws are not in conflict with, or superseded by,
federal law.
AS APPROVED, AS AMENDED AND RESTATED, ON DECEMBER 10, 1997.
INDUSTRIAL DISTRIBUTION GROUP, INC.
By: /s/ Martin S. Pinson
--------------------------------
Martin S. Pinson
Chairman of the Board and Chief
Executive Officer
10<PAGE>
SCHEDULE A
PARTICIPATING SUBSIDIARIES
Associated Suppliers,Inc.
B & J Industrial Supply Company
Cramer Industrial Supplies, Inc.
Grinding Supplies Company
J.J. Stangel Co.
Shearer Industrial Supply Co.
Slater Industrial Supply, Inc.
The Distribution Group, Inc.
Tri-Star Industrial Supply, Inc.
11
