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As filed with the Securities and Exchange Commission on March 31, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DELCO REMY INTERNATIONAL, INC.
(Exact name of Company as specified in its charter)
Delaware 35-1909253
(State of Incorporation) (I.R.S. Employer
Identification Number)
2902 Enterprise Drive
Anderson, Indiana 46013
(Address of principal executive offices)(Zip Code)
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1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
1997 NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
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Susan E. Goldy, Esq.
Vice President and General Counsel
Delco Remy International, Inc.
2202 Enterprise Drive
Anderson, Indiana 46013
(Name and address of agent for service)
(765) 778-6799
(Telephone number, including area code, of agent for service)
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Copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: Christopher G. Karras, Esq.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (2) fee (3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share 1,400,000 shares $ 9.3125 $13,037,500 $3,625
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement covers shares of Class A Common Stock of Delco
Remy International, Inc. which may be offered or sold pursuant to the 1997
Stock-Based Incentive Compensation Plan and the 1997 Non-Qualified Stock Option
Plan for Non-Employee Directors. Pursuant to Rule 457(h)(2) of the Securities
Act of 1933, as amended (the "Securities Act"), no separate registration fee is
required with respect to the interests in the plan. This registration statement
also relates to an indeterminate number of shares of Common Stock that may be
issued upon stock splits, stock dividends or similar transactions in accordance
with Rule 416 of the Securities Act.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act solely for the purpose of calculating the registration fee, based upon the
average of the reported high and low sales prices for a share of Class A Common
Stock on March 30, 1999, as reported on the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000278.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
Item 2. Company Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by Delco Remy International,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement as of
their respective dates:
(a) The Annual Report on Form 10-K, as amended, filed by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for the fiscal year ended July 31, 1998.
(b) The Current Report on Form 8-K filed by the Company pursuant to
the Exchange Act on November 24, 1998, as amended.
(c) The Quarterly Report on Form 10-Q filed by the Company pursuant to
the Exchange Act for the quarter ended October 31, 1998.
(d) The Quarterly Report on Form 10-Q filed by the Company pursuant to
the Exchange Act for the quarter ended January 31, 1999.
(e) The information set forth under the caption "Description of
Capital Stock" in the Registration Statement on Form S-1 filed by the
Company pursuant to the Securities Act, Registration No. 333-37675, and the
information set forth under the caption "Description of Notes" in the
Registration Statement on Form S-1 filed by the Company pursuant to the
Securities Act, Registration No. 333-37703, as incorporated by reference in
the Form 8-A of Delco Remy International, Inc. filed on December 5, 1997
pursuant to Section 12(g) of the Exchange Act, including any amendments or
reports filed for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission
of a post-effective amendment to this Registration Statement that indicates that
all securities offered have been sold or effects the deregistration of the
balance of such securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that directors of the Company shall not be
personally liable to the Company or its stockholders for
1
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monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock, or (iv) for any
transaction from which the director derives an improper personal benefit. In
addition, the Company's By-laws provide for indemnification of the Company's
officers and directors to the fullest extent permitted under Delaware law.
Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify any person, including officers and directors, who were or are, or
are threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as
an officer, director, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
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.
The directors and officers of the registrant are insured against certain
liabilities under the registrant's directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
--- --------
4.1 1997 Stock-Based Incentive Compensation Plan.
4.2 1997 Non-Qualified Stock Option Plan for Non-Employee Directors.
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dechert Price & Rhoads (contained in opinion filed as
Exhibit 5.1 to this Registration Statement).
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on Signature Page).
Item 9. Undertakings.
The undersigned Company hereby undertakes:
2
<PAGE>
(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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) promulgated under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) that, for the purpose of determining any liability under the Securities
Act, 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.
(4) that, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) to deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rules 14a-3 and 14c-3 promulgated
under the Exchange Act and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of an action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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.
3
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SIGNATURES
The Company. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 Anderson, State of Indiana on March 31, 1999.
DELCO REMY INTERNATIONAL, INC.
By: /S/ THOMAS J. SNYDER
---------------------------------------
Thomas J. Snyder
President and Chief Operating Officer,
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Thomas J. Snyder and Susan E. Goldy, and each of them, his or her true and
lawful attorneys-in-fact and agents each with full power of substitution and
resubstitution for him or her in any and all capacities to sign any and all
amendments (including pre- or post-effective amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, hereby ratifying and confirming
all that each such attorney-in-fact, or his or her substitute or substitutes,
may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ HAROLD K. SPERLICH Chairman of the Board (Principal March 31, 1999
- ------------------------------- Executive Officer)
Harold K. Sperlich
/S/ DAVID L. HARBERT Executive Vice President and March 31, 1999
- ------------------------------- Chief Financial Officer
David L. Harbert (Principal Financial Officer)
/S/ E.H. BILLIG Vice Chairman of the Board March 31, 1999
- ------------------------------- of Directors
E. H. Billig
/S/ RICHARD M. CASHIN, JR. Director March 31, 1999
- -------------------------------
Richard M. Cashin, Jr.
/S/ MICHAEL A. DELANEY Director March 31, 1999
- -------------------------------
Michael A. Delaney
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ JAMES R. GERRITY Director March 31, 1999
- -------------------------------
James R. Gerrity
/S/ ROBERT J. SCHULTZ Director March 31, 1999
- -------------------------------
Robert J. Schultz
/S/ THOMAS J. SNYDER President, Chief Operating March 31, 1999
- -------------------------------
Thomas J. Snyder Officer and Director
/S/ DAVID E. STOLL Vice President and March 31, 1999
- ------------------------------- Controller (Principal
David E. Stoll Accounting Officer)
</TABLE>
4
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EXHIBIT INDEX
Exhibit No. Document Page
- ----------- -------- ----
4.1 1997 Stock-Based Incentive Compensation Plan.
4.2 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors.
5.1 Opinion of Dechert Price & Rhoads as to the
legality of securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dechert Price & Rhoads (contained
in opinion filed as Exhibit 5.1 to this
Registration Statement).
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on Signature
Page).
5
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Exhibit 4.1
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DELCO REMY INTERNATIONAL, INC.
1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
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<PAGE>
DELCO REMY INTERNATIONAL, INC.
1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
1. Purpose of the Plan
The purpose of the Plan is to assist Delco Remy International, Inc. (the
"Company"), its Subsidiaries and Affiliates in attracting and retaining valued
employees and independent contractors by offering them a greater stake in the
Company's success and a closer identity with it, and to encourage ownership of
the Company's stock by such employees and independent contractors.
2. Definitions
2.1. "Affiliate" means any entity other than Subsidiaries in which the
Company has a substantial direct or indirect equity interest, as determined by
the Committee.
2.2. "Award" means an award of Options, SARs or Restricted Stock under the
Plan.
2.3. "Award Share" means any share of Common Stock purchased upon the
exercise of an Option or issued pursuant to an Award of Restricted Stock.
2.4. "Board" means the Board of Directors of the Company.
2.5. "Code" means the Internal Revenue Code of 1986, as amended.
2.6. "Committee" means the committee designated by the Board to administer
the Plan under Section 4. The Committee shall have at least three members. After
the Company becomes Publicly Traded, each member of the Committee shall be a
non-employee director within the meaning of Rule 16b-3 under the Exchange Act
(or a director who is not otherwise entitled to receive Awards under the Plan)
and, to the extent necessary to cause Awards under the Plan to qualify as
"qualified performance-based compensation" within the meaning of Treas. Reg.
ss.1.162-27(e), an outside director within the meaning of Code ss.162(m) and the
regulations thereunder.
2.7. "Common Stock" means the common stock of the Company, par value $.01
per share.
2.8. "Company" means Delco Remy International, Inc., a Delaware
corporation, or any successor corporation.
2.9. "Disability" shall mean the inability of a Holder to perform a major
part of the duties performed by him or her as an employee of the Company or
member of the Board
<PAGE>
immediately prior to inception of the disability, because of illness, accident
or injury, for a period of 26 consecutive weeks, as determined by the Committee.
2.10. "Employee" means an officer or other key employee of the Company,
including a member of the Board who is such an Employee.
2.11. "Exchange Act" means the Securities Exchange Act of l934, as amended.
2.12. "Fair Market Value" means, on any given date,
2.12.1. If the Common Stock is listed on an established stock exchange
or exchanges, the last reported sale price per share on such date on the
principal exchange on which it is traded, or if no sale was made on such
date on such principal exchange, at the closing reported bid price on such
date on such exchange; provided that, in the case of a grant of Options in
connection with the consummation of public offering contemplated by the
Registration Statement, the Fair Market Value of Common Stock shall be
equal to the price at which the Common Stock is offered to the public
pursuant to the Registration Statement;
2.12.2. If the Common Stock is not then listed on an exchange, the
last reported sale price per share on such date reported by NASDAQ, or if
sales are not reported by NASDAQ, or no sale was made on such date, the
average of the closing bid and asked prices per share for the Common Stock
in the over-the-counter market as quoted on NASDAQ on such date;
2.12.3. If the Common Stock is not then listed on an exchange or
quoted on NASDAQ, the average of the reported closing bid and asked prices
on the most recent date the Common Stock traded in the over-the-counter
market; or
2.12.4. If the Common Stock is not then listed on an exchange, quoted
on NASDAQ or traded in the over-the-counter market, the value ascribed to
the shares of Common Stock by the Committee based on a good faith attempt
to value the Common Stock.
2.13. "Holder" means an Employee or Independent Contractor to whom an Award
is made.
2.14. "Incentive Stock Option" means an Option intended to meet the
requirements of an incentive stock option as defined in Section 422 of the Code
and designated as an Incentive Stock Option.
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2.15. "Independent Contractor" means a key consultant or advisor to the
Company designated by the Board as eligible to participate in the Plan.
2.16. "Non-Qualified Stock Option" means an Option not intended to be an
Incentive Stock Option, and designated as a Non-Qualified Stock Option.
2.17. "Option" means any stock option granted from time to time under
Section 6 of the Plan.
2.18. "Option Agreement" has the meaning set forth in Section 6.l of the
Plan.
2.19. "Option Price" means the per share price at which Common Stock may be
purchased upon exercise of an Option in accordance with Section 6.2 of the Plan.
2.20. "Plan" means the Delco Remy International, Inc. 1997 Stock-Based
Incentive Compensation Plan herein set forth, as amended from time to time.
2.21. "Publicly Traded" means the Company is required to register shares of
any class of common equity under Section 12 of the Exchange Act.
2.22. "Restricted Stock" means Common Stock awarded under Section 8.
2.23. "Registration Statement" means the Registration Statement of the
Company on Form S-1, as amended, filed with the Securities and Exchange
Commission on October 10, 1997 for the offer and sale of Common Stock.
2.24. "Restriction Period" means the period during which Restricted Stock
is subject to forfeiture.
2.25. "SAR" means a stock appreciation right awarded under Section 7.
2.26. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company (or any subsequent
parent of the Company) if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
2.27. "Ten Percent Shareholder" means a person who on any given date owns,
either directly or indirectly (taking into account the attribution rules
contained in Section 424(d) of the Code), stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any
Subsidiary.
-3-
<PAGE>
3. Eligibility
Any Employee or Independent Contractor is eligible to receive an Award.
4. Administration and Implementation of Plan
4.1. General Powers. The Plan shall be administered by the Committee, which
shall have full power to interpret and administer the Plan and, subject to
ratification by the Board, full authority to act in selecting the Employees and
Independent Contractors to whom Awards will be granted, in determining the type
and amount of Awards to be granted to each such Employee or Independent
Contractor and the time of such Awards, the terms and conditions of Awards
granted under the Plan and the terms of the agreements which will be entered
into with Holders (which shall not be inconsistent with the terms of this Plan).
The Committee shall have full and final authority in its sole discretion to
interpret the provisions of the Plan and to decide all questions of fact arising
in its application and to make all other determinations necessary or advisable
for the administration of the Plan.
4.2. Other Powers. The Committee's powers, subject to ratification by the
Board, shall include, but not be limited to, the power to determine whether, to
what extent and under what circumstances an Option may be exchanged for cash, to
what extent and under what circumstances an Award is made and operates on a
tandem basis with other Awards made hereunder; and to determine the effect, if
any, of a change in control of the Company upon outstanding Awards; and to grant
Awards (other than Incentive Stock Options) that are transferable by the Holder.
4.3. Regulations. The Committee shall have the power to adopt regulations
for carrying out the Plan and to make changes in such regulations as it shall,
from time to time, deem advisable. Any interpretation by the Committee of the
terms and provisions of the Plan and the administration thereof, and all action
taken by the Committee, shall be final and binding on Holders.
5. Shares of Stock Subject to the Plan
5.1. Number of Shares. Subject to adjustment as provided in Section 9 of
the Plan, the total number of shares of Common Stock available for Awards under
the Plan shall be 5% of the outstanding shares as of November 14, 1997,
provided, that no more than 2.5% of such currently outstanding shares shall be
available for the grant of Incentive Stock Options under the Plan. After the
Company becomes Publicly Traded, no more than .35% of the currently outstanding
shares of Common Stock may be awarded to any Employee under the Plan in any
year. Notwithstanding anything to the contrary contained herein, it is the
intention of the Plan to adjust the number of Shares available for Awards upon
the consummation of the public offering contemplated by the Registration
Statement so that the number of shares of Common Stock available for Awards
under the Plan shall equal 5%, 2.5% and .35%, respectively, of the issued
-4-
<PAGE>
and outstanding shares as of the consummation of the public offering
contemplated by the Registration Statement.
5.2. Characteristics of Shares. Any shares issued by the Company through
the assumption or substitution of outstanding grants from an acquired company
shall not reduce the shares available for Awards under the Plan. Any shares
issued hereunder may consist, in whole or in part of authorized and unissued
shares or treasury shares. If any shares subject to any Award granted hereunder
are forfeited or such Award otherwise terminates without the issuance of such
shares or the payment of other consideration in lieu of such shares, the shares
subject to such Award, to the extent of any such forfeiture or termination,
shall again be available for Awards under the Plan; provided that any such
shares shall count against the maximum number of shares which may be issued to
an Employee under the last sentence of Section 5. 1.
6. Options
Options give an Employee or an Independent Contractor the right to purchase
a specified number of shares of Common Stock from the Company for a specified
time period at a fixed price. Option grants shall be subject to the following
terms and conditions:
6.1. Option Grants: Options shall be granted to an Employee or Independent
Contractor at the time and in the amount determined by the Committee. Options
shall be evidenced by written option agreements ("Option Agreements"). Such
Agreements shall state whether the Option is an Incentive Stock Option or a
Non-Qualified Stock Option and may contain such other provisions not
inconsistent with the terms of the Plan as the Committee shall deem advisable.
6.2. Option Price: The price per share at which Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
shall not be less than the Fair Market Value of such shares on the date of
grant. In the case of any Incentive Stock Option granted to a Ten Percent
Shareholder, the Option Price shall not be less than 110% of the Fair Market
Value of a share of Common Stock on the date of grant.
6.3. Term of Options: The Option Agreements shall specify when an Option
may be exercisable and the terms and conditions applicable thereto. The term of
an Option shall in no event be greater than ten years (five years in the case of
an Incentive Stock Option granted to a Ten Percent Shareholder).
6.3.1. Vesting. Options granted under the Plan may be subject to a
vesting schedule set forth in the Option Agreement, under which such
Options cannot be exercised until they are vested. The restrictions or
conditions with respect to the time and method of vesting of Options shall
be as prescribed by the Committee.
-5-
<PAGE>
6.4. Incentive Stock Options: Each provision of the Plan and each Option
Agreement relating to an Incentive Stock Option shall be construed so that each
Incentive Stock Option shall be an incentive stock option as defined in Section
422 of the Code, and any provisions of the Option Agreement thereof that cannot
be so construed shall be disregarded. In no event may a Holder be granted an
Incentive Stock Option which does not comply with such grant and the limitations
under Section 422(d) of the Code. Without limiting the foregoing, the aggregate
Fair Market Value (determined as of the time the Option is granted) of the
Common Stock with respect to which an Incentive Stock Option may first become
exercisable by an Optionee in any one calendar year under the Plan shall not
exceed $100,000.
6.5. Restrictions on Transferability: No Incentive Stock Option shall be
transferable otherwise than by will or the laws of descent and distribution.
Unless otherwise provided in the Option Agreement, Non-Qualified Stock Options
shall not be transferable otherwise than by will or the laws of descent and
distribution.
6.6. Payment of Option Price and Taxes.
6.6.1. Payment. The price of the shares of Common Stock upon the
exercise of an Option, or, where applicable, a portion thereof, shall be
paid in full in cash or by certified or bank cashiers check payable to the
Company, or, subject to the approval of the Committee and where provided in
the applicable Option Agreement: (a) by surrendering shares of the
Company's Common Stock that have an aggregate Fair Market Value equal to
the aggregate Option Price, (b) delivery of an irrevocable undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the
aggregate Option Price or delivery of irrevocable instructions to a broker
to deliver promptly to the Company sufficient funds to pay the aggregate
Option Price, (c) by having the Company retain the number of Award Shares
whose aggregate Fair Market Value equals the aggregate Option Price or (d)
any combination of the foregoing.
6.6.2. Taxes. Any taxes required to be withheld by the Company upon
exercise of an Option shall be paid in full in cash or by certified or bank
cashiers check payable to the Company, or, subject to the approval of the
Committee (and subject to such rules as the Committee may adopt) and where
provided in the applicable Option Agreement, by having the Company retain
the number of Award Shares whose aggregate Fair Market Value equals the
amount to be withheld in satisfaction of the applicable withholding taxes.
6.7. Termination by Death. Unless provided otherwise in an applicable
Agreement or as otherwise determined by the Committee, if a Holder dies, any
Option granted to such Holder may thereafter be exercised (to the extent such
Option was exercisable at the time of death or on such accelerated basis as the
Committee may determine at or after grant) by, where appropriate, the Holder's
transferee or by the Holder's legal representative, until the earliest of (a)
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<PAGE>
one year from the date of death, (b) the expiration of the period, if any,
provided for under Section 6.8, or (c) the expiration of the stated term of the
Option.
6.8. Termination by Reason of Disability. Unless otherwise provided in the
applicable Option Agreement or as otherwise determined by the Committee, if a
Holder's employment by the Company, any Subsidiary or Affiliate, or service on
the Board terminates by reason of Disability, any unexercised Option granted to
the Holder may thereafter be exercised by the Holder (or, where appropriate, the
Holder's transferee or legal representative), to the extent it was exercisable
at the time of termination or on such accelerated basis as the Committee may
determine at or after grant, for a period of one year from the date of such
termination of employment or until the expiration of the stated term of the
Option, whichever period is shorter. This Section 6.8 shall not apply to any
Option held by an Independent Contractor.
6.9. Other Termination. Unless provided otherwise in the applicable Option
Agreement or as otherwise determined by the Committee, if a Holder's employment
by the Company, any Subsidiary or Affiliate, or service on the Board terminates
for any reason other than death or Disability, all unexercised Options, to the
extent they were exercisable at the time of termination, shall be exercisable
for a period of three months from the date of such termination of employment or
the stated term of the Option, whichever period is shorter. Unless otherwise
determined by the Committee, all unexercised Options that are unexercisable at
the time of the Holder's termination shall immediately terminate on the date of
the Holder's termination. This Section 6.9 shall not apply to any Option held by
an Independent Contractor.
7. Stock Appreciation Rights
The grant of SARs shall be subject to the following terms and conditions:
7.1. SARs are rights to receive a payment in cash, Common Stock or
Restricted Stock as selected by the Committee. The value of these rights, which
are determined by the appreciation in Common Stock, shall be evidenced by SAR
agreements. Such agreements shall conform to the requirements of the Plan and
may contain such other provisions as the Committee shall deem advisable. An SAR
may be granted in tandem with all or a portion of a related Option under the
Plan ("Tandem SAR"), or may be granted separately ("Freestanding SAR"). A Tandem
SAR may be granted either at the time of the grant of the Option or at any time
thereafter during the term of the Option and shall be exercisable only to the
extent that the related Option is exercisable.
7.2. The exercise price of a Tandem SAR shall be the Option Price under the
related Option. The exercise price per share of a Freestanding SAR shall be not
less than 100% of the Fair Market Value of the Common Stock on the date of grant
of the Freestanding SAR.
7.3. An SAR shall entitle the recipient to receive a payment equal to the
excess of the Fair Market Value of the shares of Common Stock covered by the SAR
on the date
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<PAGE>
of exercise over the exercise price of the SAR. Such payment may be in cash, in
shares of Common Stock, in shares of Restricted Stock or any combination
thereof, as the Committee shall determine. Upon exercise of a Tandem SAR as to
some or all of the shares of Common Stock covered by the Award, the related
Option shall be canceled automatically to the extent of the number of shares of
Common Stock covered by such exercise, and such shares shall no longer be
available for delivery under the Option. Conversely, if the related Option is
exercised as to some or all of the shares of Common Stock covered by the Award,
the related Tandem SAR, if any, shall be canceled automatically to the extent of
the number of shares of Common Stock covered by the Option exercise.
7.4. The Committee may also grant Limited SARs under this Section 7.4. Such
Limited SARs shall become exercisable only in the event of a change in control,
subject to such terms and conditions as the Committee may specify at the time of
grant. Limited SARs shall be settled solely in cash.
7.5. SARs shall be subject to the same terms and conditions applicable to
Options as stated in Sections 6.3, 6.5, 6.7, 6.8 and 6.9.
8. Restricted Stock
An Award of Restricted Stock shall be subject to the following terms and
conditions:
8.1. Awards of Restricted Stock shall be evidenced by Restricted Stock
agreements. Such agreements shall conform to the requirements of the Plan and
may contain such other provisions as the Committee shall deem advisable.
8.2. Upon determination of the number of shares of Restricted Stock to be
granted to the Holder the Committee shall direct that a certificate or
certificates representing the number of shares of Common Stock be issued to the
Holder with the Holder designated as the registered owner. The certificate[s]
representing such shares shall be legended as to sale, transfer, assignment,
pledge or other encumbrances during the Restriction Period and deposited by the
Holder, together with a stock power endorsed in blank, with the Company.
8.3. Unless otherwise provided in the applicable Restricted Stock
agreement, the Holder shall have the right to receive dividends from and to vote
the shares of Restricted Stock during the Restriction Period.
8.4. The Restricted Stock agreement shall specify the duration of the
Restriction Period and the performance, employment or other conditions
(including termination of employment on account of death, disability or other
cause) under which the Restricted Stock may be forfeited to the Company. At the
end of the Restriction Period the restrictions imposed hereunder shall lapse
with respect to the number of shares of Restricted Stock as determined by
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the Committee, and the legend shall be removed and such number of shares
delivered to the Holder (or, where appropriate, the Holder's legal
representative). The Committee may, in its sole discretion, modify or accelerate
the vesting of shares of Restricted Stock.
9. Adjustments upon Changes in Capitalization
In the event of a reorganization, recapitalization, stock split, spin-off,
split-off, split-up, stock dividend, issuance of stock rights, combination of
shares, merger, consolidation or any other change in the corporate structure of
the Company affecting Common Stock, or any distribution to shareholders other
than a cash dividend, the Committee shall make appropriate adjustment in the
number and kind of shares authorized by the Plan, the limit on shares available
for the grant of Incentive Stock Options, and the annual limit on shares which
may be awarded to an Employee under the last sentence of Section 5.1, and shall
make any adjustments to outstanding Awards as it determines appropriate. No
fractional shares of Common Stock shall be subject to an Award pursuant to such
an adjustment.
10. Effective Date, Termination and Amendment
The Plan shall become effective on November 14, 1997, subject to
shareholder approval and the consummation of the public offering contemplated by
the Registration Statement. The Plan shall remain in full force and effect until
the earlier of (a) 10 years from the date of its adoption by the Board or (b)
the date it is terminated by the Board. The Board shall have the power to amend,
suspend or terminate the Plan at any time, provided that no such amendment shall
be made without shareholder approval to the extent such approval is required
under Code ss.422, or after the Company becomes Publicly Traded, Code ss.162(m)
or Rule 16b-3 under the Exchange Act. Termination of the Plan pursuant to this
Section 10 shall not affect Awards outstanding under the Plan at the time of
termination.
11. General Provisions
11.1. No Employment Rights. Nothing contained in the Plan, or any Award
granted pursuant to the Plan, shall confer upon any Employee any right with
respect to continuance of employment by the Company or any Subsidiary or
Affiliate, nor interfere in any way with the right of the Company or any
Subsidiary or Affiliate to terminate the employment of any Employee at any time.
11.2. Transfer of Employment. For purposes of this Plan, a transfer of
employment between the Company and its Subsidiaries and Affiliates shall not be
deemed a termination of employment.
11.3. Withholding. Holders shall be responsible to make appropriate
provision for all taxes required to be withheld in connection with any Award,
the exercise thereof and the
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<PAGE>
transfer of shares of Common Stock pursuant to this Plan. Such responsibility
shall extend to all applicable federal, state, local or foreign withholding
taxes.
11.4. Choice of Law. To the extent that federal laws do not otherwise
control, the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the substantive laws of the State of Delaware and construed
accordingly.
11.5. Headings. Section headings are included only for ease of reference.
Headings are not intended to constitute substantive provisions of this Plan and
shall not be used to interpret the scope of this Plan or the rights or
obligations of the Company in any way.
11.6. No Fractional Shares. An Option may be exercised only for a whole
number of shares of Common Stock.
11.7. Restrictions on Shares. The Award Shares shall be subject to
restrictions on transfer pursuant to applicable securities laws and such other
agreements as the Committee shall deem appropriate and shall bear a legend
subjecting the Award Shares to those restrictions on transfer in accordance with
the applicable Award. The certificates shall also bear a legend referring to any
restrictions on transfer arising hereunder or under any other applicable law,
regulation or agreement.
11.8. No Certification. The Company shall not be obligated to deliver any
certificates for Award Shares until such Award Shares have been listed (or
authorized for listing upon official notice of issuance) upon each stock
exchange upon which outstanding shares of such class at the time are listed or
until there has been compliance with such laws or regulations as the Company may
deem applicable. The Company shall use its reasonable efforts to effect such
compliance and, if necessary, such listing.
11.9. Delay in Exercise. The Plan and each Award under the Plan shall be
subject to the requirement that if at any time the Committee shall determine
that (a) the listing, registration or qualification of the Award Shares upon any
securities exchange or under any state or federal law, (b) the consent or
approval of any government regulatory body or (c) an agreement by the recipient
of an Award with respect to the disposition of the Award Shares is necessary or
desirable as a condition of, or in connection with, the Plan or the granting of
such Award or the issue or purchase of the Award Shares thereunder, the Award
may not be consummated in whole or in part until such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
11.10. No Shareholder Rights. Except as provided in Section 8.3, the Holder
shall have no rights as a shareholder with respect to shares of Common Stock
subject to an Award unless and until legended certificates for the Award Shares
are issued.
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11.11. Amendment of Awards. The Committee may amend any outstanding Awards
to the extent it deems appropriate. Such amendment may be made by the Committee
without the consent of the Holder, except in the case of amendments adverse to
the Holder, in which case the Holder's consent is required to any such
amendment.
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Exhibit 4.2
=================================================================
DELCO REMY INTERNATIONAL, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
=================================================================
ADOPTED NOVEMBER 14, 1997
<PAGE>
DELCO REMY INTERNATIONAL, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
Table of Contents
Page
1. Purpose............................................................1
2. Definitions........................................................1
3. Administration.....................................................4
4. Shares Subject to the Plan.........................................6
5. Grant of Options...................................................7
6. General Terms......................................................8
7. Amendments and Termination.........................................9
8. General Provisions................................................10
9. Effective Date and Termination....................................12
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DELCO REMY INTERNATIONAL, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
1. Purpose
The purposes of the Plan are to attract and retain the services of
experienced and knowledgeable non-employee directors and to encourage eligible
directors of Delco Remy International, Inc. to acquire a proprietary and vested
interest in the growth and performance of the Company, thus enhancing the value
of the Company for the benefit of its stockholders.
2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the common stock, par value $.01 per share,
of the Company.
(d) "Company" means Delco Remy International, Inc.
(e) "Eligible Director" means each director of the Company who is not
an employee of the Company or any of the Company's subsidiaries (as defined
in section 424(f) of the Code) other than any such person that the Board
determines shall not be an Eligible Director prior to the date of the
applicable Grant; provided that, for purposes of determining whether such
person is an Eligible Director for any Grant following the Initial Grant,
such person shall have attended, either in person or by telephone, at least
two-thirds of the meetings (in the aggregate) of the
<PAGE>
Board and committees of the Board of which such person was a member during
the immediately preceding one-year period.
(f) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(g) "Fair Market Value" means with respect to the Common Stock on any
given date:
(i) if the Common Stock is listed on an established stock
exchange or exchanges, the last reported sale price per
share on such date on the principal exchange on which the
Common Stock is listed; provided that, in the case of the
Initial Grant, Fair Market Value shall be the price at which
Shares are initially offered to the public pursuant to the
Registration Statement; or
(ii) if the Common Stock is not then listed on an exchange, the
last reported sale price per share on such date reported on
the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if sales are not reported by
NASDAQ on such date, the average of the closing bid and
asked prices per share of Common Stock quoted in the
over-the-counter market on such date; or
(iii) if the Common Stock is not then listed on an exchange or
quoted on NASDAQ, the average of the reported closing bid
and asked prices on the most recent date the Common Stock
traded in the over-the-counter market; or
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(iv) if the Common Stock is not then listed on an exchange,
quoted on NASDAQ or traded in the over-the-counter market,
the value ascribed to the shares of Common Stock by the
Board based on a good faith attempt to value the Common
Stock.
(h) "Grant" means a grant of Options pursuant to Section 5 of the
Plan.
(i) "Grant Date" means the date on which an Option is granted.
(j) "Holder" means an Optionee or a Permitted Transferee that holds an
Option.
(k) "Initial Grant" means the Grant to Eligible Directors upon the
later of the date the Registration Statement becomes effective and the date
of pricing of shares of Common Stock pursuant to the Registration
Statement.
(l) "Option" means any right granted to an Optionee allowing such
Optionee to purchase Shares at such price or prices and during such period
or periods as are set forth in the Plan. All Options shall be non-qualified
options and shall not be qualified for the favorable tax treatment afforded
under section 422 of the Code.
(m) "Option Letter" means a written instrument evidencing an Option
granted hereunder and signed by an authorized representative of the
Company.
(n) "Optionee" means an Eligible Director who receives an Option under
the Plan.
(o) "Permitted Transferee" means the spouse, parents, siblings,
children, or grandchildren (in each case, natural or adopted) of an
Optionee, any trust for his or her benefit or the benefit of his or her
spouse, parents, siblings, children or grandchildren (in each case, natural
or adopted), or any corporation, limited liability company, partnership or
similar entity in which
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<PAGE>
the direct and beneficial owner of all of the equity interests in such
corporation, limited liability company, partnership or similar entity is such
individual Optionee or a Permitted Transferee (or any trust for the benefit of
such persons).
(p) "Registration Statement" means the Registration Statement of the
Company on Form S-1, as amended, filed with the Securities and Exchange
Commission on October 10, 1997 for the offer and sale of shares of Common Stock.
(q) "Shares" means shares of Common Stock.
3. Administration.
(a) The Plan shall be administered by the Board, which shall have full
power to interpret and administer the Plan and full authority to act in
determining such terms and conditions of Options granted under the Plan that are
not otherwise inconsistent with the Plan.
(b) The Board's powers shall include, but not be limited to, the power: (i)
to establish an arrangement through registered broker-dealers, under the rules
and regulations of the Federal Reserve Board for the purposes of assisting the
Holder in the exercise of the Option; (ii) to establish procedures at the
Board's discretion, and if not prohibited by the restrictions on the Company's
and its subsidiaries' financing agreements, for a Holder (a) to have withheld
from the total number of shares to be acquired upon the exercise of an Option
that number of shares having a Fair Market Value, which, together with such cash
as shall be paid in respect of fractional shares, shall equal the minimum
statutory tax withholding obligation incurred by the Holder upon such exercise,
or (b) to exercise an Option by delivering a number of shares of Common Stock
owned by such Holder having a Fair Market Value that shall equal the option
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<PAGE>
exercise price and/or the tax withholding obligation incurred by the Holder upon
such exercise; and (iii) to establish a loan program, or to cause its
subsidiaries to establish a loan program, if not prohibited by the restrictions
in the Company's and its subsidiaries' financing agreements, to loan to a Holder
who is a director of the Company at the time of exercise an amount sufficient to
satisfy the exercise price and/or tax obligation incurred by the Holder upon
such exercise and thereafter to loan promptly to such Holder such additional
amounts sufficient to pay further withholding obligations as may be determined
from time to time to be payable as a result of such exercise. Any amounts loaned
to a Holder shall be evidenced by promissory note from such Holder having such
terms and conditions as are mutually agreed to by the Board and the Holder;
provided, however, that such loan shall bear a market rate of interest and shall
not limit the recourse of the lender to any particular assets of the Holder.
(c) The Board shall have the power to adopt regulations for carrying out
the Plan and to make changes in such regulations not inconsistent with the Plan
as it shall, from time to time, deem advisable. The Board shall have the power
unilaterally and without approval of a Holder to amend an existing Option in
order to carry out the purposes of the Plan so long as such amendment does not
take away any benefit granted to a Holder by the Option and as long as the
amended Option is not inconsistent with the Plan and Rule 16b-3 of the Exchange
Act. Any interpretation by the Board of the terms and conditions of the Plan,
the administration thereof, and all actions taken by the Board, shall be final
and binding on Holders.
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<PAGE>
4. Shares Subject to the Plan.
(a) Total Number. Subject to adjustment as provided in this Section, the
total number of Shares as to which Options may be granted under the Plan shall
be 100,000 Shares, after taking into account any adjustment in the Company's
capital structure in connection with the public offering of Common Stock
contemplated by the Registration Statement. Any Shares issued pursuant to
Options hereunder may consist, in whole or in part, of authorized and unissued
Shares or treasury Shares.
(b) Reduction in Number of Shares Available.
(i) The grant of an Option shall reduce the Shares as to which
Options may be granted by the number of Shares subject to such
Option.
(ii) Any Shares issued by the Company through the assumption or
substitution of outstanding grants of an acquired company shall
not reduce the Shares available for grants under the Plan.
(c) Increase in Number of Shares Available. The lapse, expiration,
cancellation, or other termination of an Option that has not been fully
exercised shall increase the number of Shares as to which Options may be granted
by the number of Shares that have not been issued upon exercise of such Option.
(d) Other Adjustments. The total number and kind of Shares available for
Options under the Plan, the number and kind of Shares subject to outstanding
Options, and the exercise price for such Options shall be appropriately adjusted
by the Board for:
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<PAGE>
(i) any increase or decrease in the number of outstanding Shares
resulting from a stock dividend, subdivision, combination of
Shares, reclassification, or other change in corporate structure
or capitalization affecting the Shares, other than any such
adjustment to the Company's capital structure in connection with
the public offering contemplated by the Registration Statement,
(ii) any conversion of the Shares into or exchange of the Shares for
other shares as a result of any merger or consolidation
(including a sale of assets), or
(iii) any other event such that an adjustment is made reasonably
necessary to maintain the proportionate interest of the Optionee.
5. Grant of Options.
On the later of the date the Registration Statement becomes effective and
the date of pricing of shares of Common Stock pursuant to the Registration
Statement, each Eligible Director shall be granted an Option to acquire 2,000
Shares. Thereafter, each Eligible Director on each of the four succeeding
anniversaries of the date of the Initial Grant shall be granted an Option to
acquire an additional 2,000 Shares, subject to approval of the Plan by the
shareholders of the Company and the consummation of the public offering
contemplated by the Registration Statement.
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<PAGE>
6. General Terms.
The following provisions shall apply to each Option:
(a) Option Price. The purchase price per Share purchasable under an Option
shall be 100% of the Fair Market Value of a Share on the Grant Date.
(b) Option Period. Each Option granted shall expire 10 years from its Grant
Date, and shall be subject to earlier termination as hereinafter provided.
(c) Vesting. A Holder shall become vested as to one-fifth of the shares of
Common Stock covered by the Option awarded under each Grant on the first
anniversary of such Grant, and shall vest as to an additional one-fifth of the
Shares covered by the Option awarded under each Grant upon each of the four
succeeding anniversaries of the date of such Grant.
(d) Transfer and Exercise. No Option shall be transferable by the Optionee
except by will or the laws of descent and distribution; provided that the
Options may be pledged, assigned or transferred (i) during the Optionee's
lifetime to a Permitted Transferee, (ii) by a Permitted Transferee to another
Permitted Transferee or (iii) as otherwise permitted by the Board; provided
further, that any such transfer shall comply with all the terms and conditions
established by the Board. In the event of the death, retirement or any other
termination of Board service of the Optionee except for removal for Cause, the
Option, if (i) the vesting of such Option is accelerated by the Board in its
discretion or (ii) otherwise exercisable by the Optionee at the time of such
termination, may be exercised upon the earlier of (A) the end of the exercise
period for such Option and (B) within one year after such termination. In the
event of the Optionee's removal from the Board for Cause, all previously granted
Options shall be of no further force and
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<PAGE>
effect. Removal for "Cause" shall be defined as the termination on account of
any act of (x) fraud or intentional misrepresentation, or (y) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
Subsidiary.
(e) Method of Exercise. Any Option may be exercised by the Holder in whole
or in part at such time or times and by such methods as the Board may specify.
The applicable Option Letter may provide that the Optionee may make payment of
the Option price in cash, Shares, or such other consideration as the Board may
specify, or any combination thereof, having a Fair Market Value on the exercise
date equal to the total Option price.
(f) Issuance of Certificates; Payment of Cash. Only whole Shares shall be
issuable upon exercise of Options. Any right to a fractional Share shall be
satisfied in cash. Upon payment to the Company of the Option price, the Company
shall deliver to the Holder a certificate for the number of whole Shares and a
check for the Fair Market Value on the date of exercise of the fractional share
to which the Holder is entitled.
7. Amendments and Termination.
(a) Board Authority. The Board may amend, alter, or terminate the Plan, but
no amendment, alteration, or termination shall be made (i) that would impair or
adversely affect the rights of a Holder under an Option theretofore granted,
without the Holder's consent, or (ii) without the approval of the stockholders
if such approval is necessary to comply with any tax or regulatory requirement,
including for these purposes any approval requirement that is a prerequisite for
exemptive relief from Section 16(b) of the Exchange Act, or if the proposed
alteration or amendment would increase the aggregate number of Shares that may
be issued upon
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<PAGE>
the exercise of Options (other than pursuant to Section 4(d)); provided, however
that no provision of the Plan that (i) states the amount or price of Options to
be granted to Eligible Directors, (ii) specifies the timing of grants of Options
to Eligible Directors, or (iii) sets forth a formula that determines the amount,
price or timing of grants of Options to Eligible Directors, shall be amended
more frequently than once every six months, other than to comport with changes
in the Code, the Employee Retirement Income Security Act, or the rules
thereunder.
(b) Prior Stockholder and Optionee Approval. Anything herein to the
contrary notwithstanding, in the event that amendments to the Plan are required
in order that the Plan or any other stock-based compensation plan of the Company
comply with the requirements of Rule 16b-3 issued under the Exchange Act as
amended from time to time or any successor rule promulgated by the Securities
and Exchange Commission related to the treatment of benefit and compensation
plans under Section 16 of the Exchange Act, the Board may make such amendments
without the consent of Optionees or the stockholders of the Company.
8. General Provisions.
(a) Compliance with Regulations. All certificates for Shares delivered
under the Plan pursuant to the exercise of any Option shall be subject to such
stock transfer orders and other restrictions as the Board may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are then listed,
and any applicable federal or state securities law, and the Board may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Company shall not be required to issue or
deliver any Shares under the Plan
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<PAGE>
prior to the completion of any registration or qualification of such Shares
under any federal or state law, or under any ruling or regulation of any
governmental body or national securities exchange that the Board in its sole
discretion shall deem to be necessary or appropriate.
(b) Other Plans. Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required by applicable law or the rules of any
stock exchange on which the Common Stock is then listed; and such arrangements
may be either generally applicable or applicable only in specific cases.
(c) Withholding of Taxes. Each Optionee shall pay to the Company, upon the
Company's request, all amounts necessary to satisfy the Company's federal, state
and local tax withholding obligations with respect to the grant or exercise of
any Option.
(d) Conformity With Law. If any provision of the Plan is or becomes or is
deemed invalid, illegal, or unenforceable in any jurisdiction, or would
disqualify the Plan or any Option under any law deemed applicable by the Board,
such provision shall be construed or deemed amended in such jurisdiction to
conform to applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Board, materially altering the intent of
the Plan, it shall be stricken and the remainder of the Plan shall remain in
full force and effect.
(e) Insufficient Shares. In the event there are insufficient Shares
remaining to satisfy all of the Option grants under Section 5 made on the same
day, such Option grants shall be reduced pro-rata.
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9. Effective Date and Termination.
The Plan shall become effective on November 14, 1997, subject to the
approval by the Company's stockholders and the consummation of the public
offering contemplated by the Registration Statement. With respect to new grants,
the Plan shall terminate on the sixth anniversary of the date of its adoption by
the Board, or the date it is earlier terminated by the Board. With respect to
outstanding Options, the Plan shall terminate on the date on which all
outstanding Options have expired or terminated.
* * *
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<PAGE>
Exhibit 5.1
March 31, 1999
Delco Remy International, Inc.
2202 Enterprise Drive
Anderson, IN 46013
Re: 1,400,000 Shares of Common Stock
Gentlemen and Ladies:
We have acted as counsel to Delco Remy International, Inc. (the "Company)
in connection with the registration under the Securities Act of 1933, as
amended, of 1,400,000 shares of the Company's Common Stock par value $.01 per
share (the "Shares'), on a Registration Statement on Form S-8 (the "Registration
Statement"). The Shares will be issued under the Company's 1997 Stock-Based
Incentive Compensation Plan and 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors (the "Plans").
We have participated in the preparation of the Registration Statement,
reviewed the Plans and examined such corporate records and documents,
certificates of officers of the Company and matters of law as we have considered
appropriate to enable us to render this opinion.
Based upon the foregoing, it is our opinion that the Shares, when issued,
delivered and paid for in the manner described in the Plans, will be validly
issued, fully paid and non-assessable.
The opinion expressed herein is rendered solely for your benefit in
connection with the transaction contemplated hereby. The opinion expressed
herein may not be used or relied upon by any other person nor may this letter or
any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written
consent, except as provided below.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Delco Remy International, Inc. 1997 Stock-Based Incentive
Compensation Plan and the Delco Remy International, Inc. 1997 Non-Qualified
Stock Option Plan for Non-Employee Directors of our report dated September 15,
1998, with respect to the consolidated financial statements of Delco Remy
International, Inc. included in its Annual Report, as amended (Form 10-K/A), for
the year ended July 31, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Indianapolis, Indiana
March 24, 1999
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
pertaining to the 1997 Stock-Based Incentive Compensation Plan and the 1997
Stock-Based Incentive Compensation Plan for Non-employee Directors of Delco Remy
International, Inc., on Form S-8 of our report dated March 26, 1998 of the
financial statements of Williams Technologies, Inc., appearing in Form 8-K/A
dated January 27, 1999.
DELOITTE & TOUCHE LLP
Columbus, Ohio
March 28, 1999
