As filed with the Securities and Exchange Commission on June 17, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------------------------
WATKINS-JOHNSON COMPANY
(Exact name of issuer as specified in its charter)
California 94-1402710
---------- ----------
(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3333 Hillview Avenue, Palo Alto, CA 94304
(Address of Principal Executive Offices)
WATKINS-JOHNSON COMPANY
1997 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of the Plan)
Scott G. Buchanan
Vice President and Chief Financial Officer
Watkins-Johnson Company
3333 Hillview Avenue, Palo Alto, CA 94304
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(650) 493-4141
Copies to:
James G. Leathers, Jr. Esq.
2175 N. California Blvd, Suite 525
Walnut Creek, CA 94596
This Registration Statement consists of 34 sequentially numbered pages.
The Exhibit Index is on sequentially numbered page 9.
1
<PAGE>
<TABLE>
Calculation of Registration Fee
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share* price* registration fee*
- - ---------------------- -------------------- --------------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $24.66 $9,864,000 $3,401.00
====================== ==================== ===================== ===================== ====================
<FN>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) on the basis of $24.66, the average of the high low prices of
shares on the New York Stock Exchange on June 12, 1998.
</FN>
</TABLE>
2
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INFORMATION INCLUDED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) Watkins-Johnson Company's (the "Company") latest annual report
filed pursuant to Sections 13(a) or (d) of the Securities Exchange Act of 1934 (
the "Exchange Act"); (ii) all other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's latest annual report; and (iii) the description of the
Company's common stock set forth in the Company's Registration Statement on Form
8-A relating thereto, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment (that
indicates all securities offered have been sold or deregisters all securities
then remaining unsold), shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation eliminates the liability of its
directors and officers to the Company, its stockholders and any other parties
for monetary damages to the fullest extent permitted under California General
Corporation Law.
The Company's By-Laws provide for indemnification of directors and officers of
the Company, or of other enterprises if serving at the request of the Company,
against all reasonable costs, expenses, liabilities, judgments and losses
(including attorney fees and settlement costs) in connection with pending or
completed actions, suits or proceeding, whether civil, criminal, administrative
or investigative (other than action by or in the right of the Company);
provided, however, that no indemnification shall be provided such person (i) for
amounts paid in settling a claim without court approval (ii) for expenses
incurred in defending an action which is settled without court approval, and
(iii) if a court of competent jurisdiction finally determines that any
indemnification is unlawful.
3
<PAGE>
In any action brought by or in the right of the Company for breach of duty to
the Company and its shareholders, the Company's By-Laws provide for
indemnification of directors and officers except for (i) acts or omissions
involving intentional misconduct or a knowing and culpable violation of law,
(ii) acts or omissions that a director believes are contrary to the best
interest of the Company or its shareholders or that involve the absence of good
faith on the part of the director, (iii) transactions from which the director
derived an improper personal benefit, (iv) acts or omissions showing a reckless
disregard for the director's duty to the Company or its shareholders where the
director was aware or should have been aware of a serious risk of injury to the
Company or its shareholders, (v) acts or omissions that constitute an unexcused
pattern of inattention amounting to abdication of the director's duty to the
Company or its shareholders, (vi) acts or omissions related to contracts in
which a director has a material financial interest, (vii) certain unlawful
dividends, distributions, loans and Guarantees and (viii) expenses incurred if
the director or officers is adjudged to be liable to the Company unless the
court specifically approves of the indemnification payment.
ITEM 8. EXHIBITS
4.1 The Watkins-Johnson Company 1997 Employee Stock Incentive Plan
4.2 Form of Stock Option Agreement under Company's 1997 Employee Stock
Incentive Plan
5.1 Opinion of James G. Leathers, Jr., Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1.
24.1 Power of Attorney of Directors
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
4
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. 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) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statement required by Rule 3-19 at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided, that
the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as currant as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a) (3) of the Act or Rule 3-19
of this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Form F-3.
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<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposed of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15 (d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on a 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 Palo Alto, State of California on the 17th day of
June, 1998.
WATKINS-JOHNSON COMPANY
(Registrant)
/s/ Scott G. Buchanan
- - ----------------------
Scott G. Buchanan
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
* /s/ W. Keith Kennedy
- - ----------------------------
W. Keith Kennedy President and June 17, 1998
Chief Executive
Officer
Principal Financial and
Principal Accounting Officer:
/s/ Scott G. Buchanan
- - ----------------------------
Scott G. Buchanan Vice President June 17,1998
and Chief
Financial Officer
* By: /s/ Scott G. Buchanan
- - ----------------------------
Scott G. Buchanan
Attorney-in-fact
7
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THE DIRECTORS
* /s/ Dean A. Watkins
- - ----------------------------
Dean A. Watkins Director June 17, 1998
* /s/ H. Richard Johnson
- - ----------------------------
H. Richard Johnson Director June 17, 1998
* /s/ W. Keith Kennedy
- - ----------------------------
W. Keith Kennedy Director June 17, 1998
* /s/ John J. Hartmann
- - ----------------------------
John J. Hartmann Director June 17, 1998
* /s/ Raymond F. O'Brien
- - ----------------------------
Raymond F. O'Brien Director June 17, 1998
* /s/ Dr. William R. Graham
- - ----------------------------
Dr. William R. Graham Director June 17, 1998
* /s/ Robert L. Prestel
- - ----------------------------
Robert L. Prestel Director June 17, 1998
* /s/ Gary M. Cusumano
- - ----------------------------
Gary M. Cusumano Director June 17, 1998
* By: /s/ Scott G. Buchanan
- - ----------------------------
Scott G. Buchanan
Attorney-in-fact
A majority of the members of the Board of Directors.
8
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EXHIBIT INDEX
4.1 The Watkins-Johnson Company 1997 Employee Stock Incentive Plan
4.2 Form of Stock Option Agreement under Company's 1997 Employee Stock
Incentive Plan
5.1 Opinion of James G. Leathers, Jr., Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1
24.1 Power of Attorney of Directors
9
EXHIBIT 4.1
2/18/97
Watkins-Johnson Company
1997 Employee Stock Incentive Plan
Article I
General
1. Purpose
This 1997 Employee Stock Incentive Plan (the "Plan") is intended to
increase incentives and to encourage stock ownership on the part of Eligible
Employees (as defined in Section 3. of this Article I) of Watkins-Johnson
Company (the "Company") or of other corporations which are or become
subsidiaries of the Company. It is the purpose of the Plan to provide such
employees with a proprietary interest, or to increase their proprietary
interest, in the Company and its subsidiaries, and to encourage them to remain
in the employ of and/or to increase their efforts on behalf of the Company and
its subsidiaries. The Plan permits the grant of stock options, restricted stock,
stock appreciation rights, performance awards and dividend equivalents.
Restricted stock, stock appreciation rights, performance awards, and dividend
equivalents, collectively, are sometimes referred to herein as "awards". It is
intended that options granted pursuant to this Plan (sometimes referred to as
"options" herein) shall not constitute incentive stock options within the
meaning of section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. Administration
This Plan shall be administered by the Board of Directors of the
Company (the "Board"), or such committee, or such person or persons, as the
Board shall appoint from time to time. For purposes of this Plan, the Board and
any persons appointed by the Board to administer this Plan are referred to as
the "Administrator". Subject to the terms and conditions of this Plan and
subject to any other terms, conditions, rules and limitations as the Board shall
establish, the Administrator shall make all determinations of the persons to
whom options and/or awards shall be granted, the amount, and the terms and
conditions of such options and/or awards. The Administrator shall interpret and
construct all provisions of this Plan or of any option or award granted under
this Plan and all such determinations shall be final and shall be given the
maximum deference permitted by law. No person acting as the Administrator shall
be liable for any action or determination made in good faith with respect to
this Plan, or any option or award granted under the Plan.
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Subject to any terms, conditions, rules and limitations as may be
established by the Board, the Administrator may delegate all or any portion of
the Administrator's authority, rights, duties or obligations to such other
person or persons as the Administrator shall determine in the Administrator's
sole discretion.
3. Eligibility
Subject to Section 2 of this Article I, the persons eligible to receive
options and awards under this Plan ( the "Eligible Employees") shall be all
employees of the Company who are not serving as the Administrator and who are
not (i) persons covered by section 16 of the Securities Exchange Act of 1934 or
(ii) persons who if covered by the Plan would require shareowner approval of the
Plan under the rules of the New York Stock Exchange.
Except where the context otherwise requires, the term "Company," as
used herein, shall include (i) Watkins-Johnson Company and (ii) any of its
"subsidiary corporations" which meet the definition of subsidiary corporation
contained in section 425(f) of the Code, and Eligible Employees shall include
employees of each such subsidiary corporation, as well as employees of
Watkins-Johnson Company.
4. Shares of Stock Subject to the Plan
The shares that may be issued under the Plan shall be authorized and
unissued or reacquired shares of the Company's common stock (the "Common
Stock"). The aggregate number of shares which may be issued under the Plan shall
not exceed 400,000 shares of Common Stock, provided that such maximum number of
shares shall be adjusted, in accordance with Article IV. If an option or award
is exercised or otherwise paid, the number of shares of Common Stock to which
such exercise or payment relates, if any, shall be charged against the maximum
amount of Common Stock that may be delivered pursuant to the Plan and, if
applicable, pursuant to the option or award.
If an option or award expires or is canceled for any reason without
having been fully exercised or vested, the number of shares or units subject to
such option or award which were not purchased or did not vest prior to such
expiration or cancellation may again be made subject to either an option or an
award granted hereunder (to the same person or to a different person).
Recipients of options or awards are sometimes referred to herein as "optionees."
5. Amendment of the Plan
The Board may, insofar as permitted by law, from time to time, suspend
or discontinue the Plan or revise or amend the Plan in any respect whatsoever,
except that no such amendment shall alter or impair or diminish any rights or
obligations under any options or awards theretofore granted under the Plan
without the consent of the person to whom such option or award was granted.
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6. Term of Plan
Options and awards may be granted under the Plan until February 23,
2007, the date of termination of the Plan. Notwithstanding the foregoing, each
option and award granted under the Plan shall remain in effect until such option
or award has been satisfied by the issuance of shares or terminated in
accordance with its terms and the terms of the Plan.
7. Restrictions
All options and awards granted under the Plan shall be subject to the
requirement that, if at any time the Administrator shall determine, in its
discretion, that the listing, registration or qualification of the shares
subject to options or awards granted under the Plan upon any securities exchange
or under any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such options and awards or the issuance, if any, or
purchase of shares in connection therewith, such options or awards may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Administrator.
8. Nonassignability
No option or award shall be assignable or transferable by the optionee
except by will or by the laws of descent and distribution. During the lifetime
of the recipient, the option or award shall be exercisable only by such
recipient, and no other person shall acquire any rights therein.
9. Withholding Taxes
Whenever shares of Common Stock are to be issued under the Plan, or
payment of cash thereunder, the Company shall have the right to require the
optionee to remit to the Company an amount sufficient to satisfy federal, state
and local withholding tax requirements prior to the delivery of any certificate
or certificates for such shares, or payment of cash. The Company may deduct such
withholding taxes from any shares or cash paid under the Plan.
10. Definition of "Fair Market Value"
For the purposes of this Plan, the term "Fair Market Value," when used
in reference to the date of grant of an option or award or the date of surrender
of Common Stock in payment for the purchase of shares pursuant to the exercise
of an option, as the case may be, shall mean the closing sale price of the
Common Stock quoted on the Composite Tape for New York Stock Exchange--Listed
Stocks, as published in the "Wall Street Journal" and determined by the
Administrator, or if no sale price was quoted on such date, then as of the next
preceding date on which such a sale price was quoted. If the Common Stock is not
listed on the New York Stock Exchange, Fair Market Value shall mean the closing
sale price on the principal United States securities exchange
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registered under the Securities Exchange Act of 1934 on which such stock is
listed, as published in the "Wall Street Journal" and determined by the
Administrator, or, if such stock is not listed on any such securities exchange,
the mean between the highest and lowest sale prices or bid quotations with
respect to a share of such stock on the date such option or award is granted on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any successor system, or, if no such sale prices or quotations are available,
the Fair Market Value on the date in question of a share of such stock as
determined in good faith by the Administrator.
Article II
Stock Options
1. Award of Stock Options
Awards of stock options may be made to Eligible Employees under this
Plan under the terms and conditions contained herein. The date on which any
option is granted shall be the date of the Administrator's authorization of such
grant or such later date as may be determined by the Administrator at the time
such grant is authorized.
2. Term of Options
No stock option granted under the Plan shall be exercisable after the
expiration of ten (10) years from the date of grant. Subject to the foregoing
limitation, the Administrator in its sole discretion may establish any term for
each option granted under the Plan.
3. Cancellation of and Substitution for Options
The Administrator shall have the right to cancel any stock option at
any time before it otherwise would have expired by its terms and to grant to the
same optionee in substitution therefor a new stock option containing such terms
and conditions as the Administrator shall determine, subject to such express
limitations as are provided in this Plan. Such cancellation and substitution
shall be with the agreement of the optionee.
4. Terms and Conditions of Options
Options granted pursuant to the Plan shall be evidenced by agreements
in such form as the Administrator shall from time to time determine, which
agreements shall contain such terms and conditions as determined by the
Administrator in its sole discretion and which also shall comply with the
following terms and conditions.
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A. Optionee's Agreement.
Each optionee shall agree to remain in the employ of and/or to render
to the Company his or her services for a period of no less than two (2) years
from the date of the option, but such agreement shall not impose upon the
Company any obligation to retain the optionee in its employ for any period.
B. Number of Shares and Type of Option.
Each option agreement shall state the number of shares to which the
option pertains which shall be determined by the Administrator and shall state
that the option is a nonqualified stock option.
C. Option Price.
Each option agreement shall state the option price per share ( or the
method by which such price shall be computed). The option price shall be not
less than 100% of the Fair Market Value of a share of the Common Stock on the
date such option is granted
D. Medium and Time of Payment.
The option price shall be payable upon the exercise of an option in the
legal tender of the United States or, in the discretion of the Administrator in
shares of the Common Stock or in a combination of such legal tender and such
shares. Upon receipt of payment, the Company shall deliver to the optionee (or
person entitled to exercise the option) a certificate or certificates for the
shares of Common Stock to which the option pertains.
E. Exercise of Options.
Each option shall state the time or times when it vests and becomes
exercisable, which shall be determined by the Administrator. The Administrator
may, in its discretion, waive any vesting provisions contained in an option
agreement.
To the extent that an option has become vested and subject to the
foregoing restrictions, it may be exercised in whole or in such lesser amount as
may be authorized by the option agreement; provided, however, that no partial
exercise of an option shall be for fewer than fifty (50) shares of Common Stock.
If exercised in part, the unexercised portion of an option shall continue to be
held by the optionee and may thereafter be exercised as herein provided.
F. Termination and Transfer of Options.
In connection with the grant of any option under the Plan, the
Administrator may provide in the option agreement for the termination of all or
any portion of an option under certain circumstances, including, without
limitation, termination of the recipient's employment or service as a result of
resignation, retirement, disability or death, or for cause, and may distinguish
among various causes of termination as the Administrator deems appropriate. In
addition, the
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Administrator may provide, through an option agreement or otherwise, that in the
event an optionee's employment (or other service for the Company) is terminated,
(i) such optionee's options may be exercised for specified periods thereafter
within the option period, (ii) to the extent not fully exercisable or otherwise
vested on the termination date, such optionee's options may continue to become
exercisable within the option period, or (iii) the portion of the option
available to such optionee or his or her beneficiary or personal representative,
as the case may be, may be increased.
Article III
Awards
1. General
Awards granted pursuant to the Plan shall be evidenced by agreements in
such form as the Administrator shall from time to time determine, which
agreements shall contain such terms and conditions as determined by the
Administrator in its sole discretion and which also shall comply with the
provisions of this Article III.
2. Restricted Stock
A. Grants.
The Administrator may award restricted stock to Eligible Employees. The
number of shares of Common Stock to be delivered, the date of such delivery, the
price, if any, to be paid for such shares and the restrictions imposed on such
shares shall be determined by the Administrator and set forth in a restricted
stock award agreement. Except as otherwise provided in Section 6 of Article V,
the restrictions imposed upon restricted stock will lapse in accordance with
such schedule and other conditions as shall be determined by the Administrator
and set forth in the award agreement.
B. Price.
The purchase price, if any, per share of shares of restricted stock
shall be determined by the Administrator.
C. Rights and Restrictions.
Persons receiving restricted stock shall be entitled to such dividend,
voting and other shareowner rights for the shares covered by a restricted stock
award as the Administrator shall determine and provide in the award agreement.
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3. Stock Appreciation Rights
The Administrator may award stock appreciation rights to Eligible
Employees.
A. Grants.
Stock appreciation rights, related or unrelated to options or other
awards, may be granted by at any time. A stock appreciation right may extend to
all or a portion of the shares covered by a related option or award.
B. Exercise of Stock Appreciation Rights.
A stock appreciation right shall be exercisable only at such time or
times, and to the extent, that the Administrator shall determine and provide in
the option or award agreement.
C. Payment.
(i) Upon the exercise of a stock appreciation right, and if
such stock appreciation right is related to an option, surrender of an
exercisable portion of the related option, the employee shall be entitled to
receive payment of an amount determined by multiplying:
(a) the difference obtained by subtracting the
purchase price of a share of Common Stock specified in the related option, or if
such stock appreciation right is unrelated to an option the initial share value
specified in the award, from the Fair Market Value, book value or other measure
specified in the award of a share of Common Stock on the date of exercise of
such stock appreciation right, by
(b) the number of shares as to which such stock
appreciation right has been exercised.
(ii) The Administrator, in its sole discretion, may require
settlement of the amount determined under paragraph (i) above solely in cash,
solely in shares of Common Stock (valued at Fair Market Value on the business
day next preceding the date of exercise of the stock appreciation right), or
partly in such shares and partly in cash.
D. Maximum Stock Appreciation Right Term.
Each stock appreciation right and all rights or obligations thereunder
shall expire on such date as shall be determined by the Administrator and shall
be subject to earlier termination as provided in the award agreement.
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4. Performance Awards
The Administrator may grant one or more performance awards to Eligible
Employees. The value of such awards (i) may be linked to the Fair Market Value,
book value or other measure of the value of the Common Stock of the Company or
other specific performance criteria determined appropriate by the Administrator,
in each case on a specified date or over any period determined by the
Administrator, or (ii) may be based upon the appreciation in the Fair Market
Value, book value or other measure of the value of a specified number of shares
of Common Stock over a fixed period determined by the Administrator. In making
such determinations, the Administrator shall consider (among such other factors
as it deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the recipient. No shares of Common
Stock shall be issued as part of the award; however, payments by the Company may
be made in shares of Common Stock, cash, or a combination of Common Stock or
cash as the Administrator shall determine.
5. Dividend Equivalents
An Eligible Employee receiving an award under this Article III may be
awarded dividend equivalents based on the dividends declared and paid on the
Common Stock covered by the award, during the period between the award date and
the date such award is exercised, vests or expires, as determined by the
Administrator. Dividend equivalents may be granted concurrently with or
subsequent to the grant of an award. Such dividend equivalents shall be
converted to cash or additional shares of Common Stock by such formula and at
such time or times and subject to such limitations as may be determined by the
Administrator.
6. Deferral of Awards
At the discretion of the Administrator, payment of an award, dividend
equivalent, or any portion thereof may be deferred until a time established by
the Administrator. Deferrals shall be made in accordance with guidelines
established by the Administrator. Without limiting the generality of the
foregoing, the Administrator may provide for (i) the crediting of interest on
cash payments that are deferred and set the rates of such interest and (ii) the
crediting of dividends or dividend equivalents on deferred payments denominated
in the form of shares.
7. Termination of Awards
In connection with the grant of any award under the Plan, the
Administrator may provide in the award agreement for the termination of all or
any portion of an award under certain circumstances, including, without
limitation, termination of the recipient's employment or service as a result of
resignation, retirement, disability or death, or for cause, and may distinguish
among various causes of termination as the Administrator deems appropriate. In
addition, the Administrator may provide, through an award agreement or
otherwise, that in the event an optionee's employment (or other service for the
Company) is terminated, (i) such optionee's awards may be exercised for
specified periods thereafter within the award period, (ii) to the extent not
fully exercisable or otherwise vested on the termination date, such optionee's
awards may continue to become exercisable within the award period, or (iii) the
portion of the award available to such optionee or his or her beneficiary or
personal representative, as the case my be, may be increased.
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Article IV
Recapitalization and Reorganizations
The number of shares of Common Stock covered by the Plan, and the
number of shares and price per share of each outstanding option and award shall
be proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or any other
increase or decrease in the number of issue and outstanding shares of Common
Stock effected without receipt of consideration by the Company.
If the Company shall be the surviving corporation in any merger or
consolidation, each outstanding option and award shall pertain to and apply to
the securities to which a holder of the same number of shares of Common Stock
that are subject to that option or award would have been entitled. A dissolution
or liquidation of the Company or a merger or consolidation in which the Company
is not the surviving corporation (a "Terminating Transaction") shall cause each
outstanding option and award to terminate, unless the agreement of merger or
consolidation shall otherwise provide; provided, however, that each optionee in
the event of a Terminating Transaction which will cause his or her option or
award to terminate shall have the right immediately prior to such Terminating
Transaction to exercise such option or award in whole or in part, subject to
every limitation on the exercisability of such option or award, other than any
vesting provisions not required by the Code.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Administrator,
whose determination in that respect shall be final, binding and conclusive.
The grant of an option or award pursuant to the Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
Article V
Miscellaneous Provisions
1. Rights as a Shareowner
An optionee or a transferee of an option or award shall have no rights
as a shareowner of the Company with respect to any shares covered by an option
or award until the date of the receipt of payment (including any amounts
required by the Company pursuant to Section 9 of Article I) by the Company. No
adjustments shall be made as to any option or award for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to such date, except as
expressly provided in this Plan.
18
<PAGE>
2. Modification, Extension and Renewal of Options and Awards
Subject to the terms and conditions and within the limitations of the
Plan, the Administrator may modify, extend, renew or cancel outstanding options
and/or awards granted under the Plan. Notwithstanding the foregoing, however, no
modification of an option or award shall, without the consent of the optionee or
recipient, impair or diminish any rights or obligations under any option or
award theretofore granted under the Plan. For purposes of the preceding
sentence, the right of the Company pursuant to Section 3 of Article II to cancel
any outstanding stock option and to issue therefor a substituted stock option
stating a lower option price shall not be construed as impairing or diminishing
an optionee's rights or obligations.
3. Other Provisions
The option and award agreements authorized under the Plan shall contain
such other provisions, including, without limitation, restrictions upon the
exercise of the option or restrictions required by any applicable securities
laws, as the Administrator shall deem advisable.
4. Application of Funds
The proceeds received by the Company from the sale of Common Stock
pursuant to the exercise of option will be used for general corporate purposes.
5. No Obligation to Exercise Option or Award
The granting of an option or award shall impose no obligation upon the
optionee or the recipient of an award (or any transferee) to exercise such
option or award.
6. Acceleration of Vesting on Change in Control
If while unexercised or unvested options, restricted stock, stock
appreciation rights, performance awards or dividend equivalents remain
outstanding under the Plan (i) any corporation (other than the Company), person
or group (within the meaning of Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended makes a tender or exchange offer which, if
consummated, would make such corporation, person or group the beneficial owner
(within the meaning of Rule 13d-3, under the Securities Exchange Act of 1934, as
amended) of more than 30% of the Company's then outstanding stock and, pursuant
to such offer, purchases are made ("Offer"); (ii) the shareowners or directors
of the Company approve a definitive agreement to merge or consolidate with or
into another corporation and the Company is not the surviving corporation, or
agree to sell or otherwise dispose of all or substantially all of the Company's
assets, or adopt a plan of liquidation; (iii) the Company become aware that any
person or group (within the meaning of Section 13(d) and 14 (d)(2) of the
Securities Exchange Act of 1934, as amended, has become the beneficial owner
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of more than 20% of the Company's then outstanding stock; (iv) 50% or
more of the Directors of the Company are elected to the Board of Directors
during any period of 2 months or less, such election being without the approval
of at least a majority of the members of
19
<PAGE>
the Board of Directors of the Company in office immediately prior to such
period; then on the date of the first purchase of stock pursuant to such Offer,
or the date of any such shareholder approval or adoption, or the date on which
the Company becomes aware of the acquisition of such percentage of the Company's
stock, or on the date of the election of such Directors (any such date being
referred to as an "Acceleration Date"), each outstanding option or award shall
be fully vested and exercisable in full.
20
EXHIBIT 4.2
FORM OF STOCK OPTION AGREEMENT UNDER COMPANY'S 1997 EMPLOYEE STOCK INCENTIVE
PLAN
EMPLOYEE STOCK OPTION AGREEMENT
UNDER WATKINS-JOHNSON COMPANY
1997 EMPLOYEE STOCK INCENTIVE PLAN
THIS AGREEMENT, dated as of , between WATKINS-JOHNSON COMPANY, a
California corporation, (hereinafter called "Company") and
_________________________________ , (hereinafter called "Employee").
WITNESSETH:
WHEREAS, the Company has established the Watkins-Johnson Company 1997
Employee Stock Incentive Plan (the "Plan"), adopted February 24, 1997, a copy of
which Plan is attached hereto (unless the context shall clearly require
otherwise, all terms used herein shall have the same meaning as provided in the
Plan); and
WHEREAS, the Administrator under the Plan has determined that the
Employee shall be granted a nonqualified stock option under said Plan as
hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
21
<PAGE>
1. In order to participate in the benefits of the Plan, Employee
must remain in the employment of the Company for a period of
at least two years from the date hereof. Nevertheless,
Employee acknowledges that there is no agreement by Company
for any specific period of employment, nor for long-term
employment. Employee further acknowledges that while options
granted hereunder vest over a period of time, the granting of
this option is not a promise or representation, express or
implied, of continuing employment, and the Company's right to
terminate employment with or without cause is unaltered by the
grant of stock options. Employee further acknowledges that
pursuant to paragraph 2 of this Agreement, (i) options vest
over a period of years and only options vested upon
termination of employment may thereafter be exercised for
three months, and (ii) that unvested options have no value
whatsoever and upon termination of employment are not
compensation, nor subject to buyout or other remuneration of
any kind under any circumstances.
2. The Company hereby grants to Employee an option to purchase
____________ shares of the no par value common stock of the
Company upon the following terms and conditions:
a. This option is granted under and pursuant to the
above described Plan, and is subject to each and all
the provisions thereof.
b. The option price shall be ________ per share, which
is agreed to be 100% of the fair market value of the
common stock of the Company on the date of the
granting of the option.
c. Subject to the restrictions contained herein and in
the Plan, this option may be exercised as follows:
During Year of % of Option
Grant Exercisable
----------------- --------------
1 0
2 0
3 33-1/3
4 66-2/3
5 and after 100
22
<PAGE>
The term "year of Grant" refers to year periods
following the Grant, not to Calendar years.
No such exercise shall be with respect to less than
fifty (50) shares, or the remaining shares covered by
the option, if less than fifty (50).
d. In the event that Employee's service with the Company
or its subsidiaries terminates for any reason prior
to two (2) years from the date hereof, Employee's
right to exercise this option or any part thereof
shall be forfeited.
e. (i) In the event that Employee shall cease to be
employed by the Company or its subsidiaries
for any reason other than Employee's death
(subject to the condition that no option
shall be exercisable after the expiration of
term for exercise as set forth in paragraph
(f)), Employee shall have the right to
exercise the option at any time within three
(3) months after termination of employment
to the extent that, at the date of
termination of employment, Employee's right
to exercise such option had accrued pursuant
to the terms of this option agreement and
had not previously been exercised; provided
however, that if the employment of Employee
is terminated by the Company or a subsidiary
by reason of misconduct, such option shall
cease to be exercisable on the date of
Employee's termination of employment. An
employee who is disabled (to be determined
by the Administrator) shall have the right
to exercise such option at any time within
one (1) year after termination of employment
as a result of such disability.
23
<PAGE>
(ii) If Employee shall die while in the employ of
the Company or a subsidiary and shall not
have fully exercised the option, an option
may be exercised (provided that the option
expiration periods set forth in paragraph
(f) shall not be exceeded) to the extent
that Employee's right to exercise such
option had accrued at the date of Employee's
death pursuant to the terms of the option
agreement and had not previously been
exercised, at any time within one (1) year
after Employee's death, by the executors or
administrators of Employee or by any person
or persons who shall have acquired the
option directly from Employee by bequest or
inheritance.
f. Unless sooner terminated as provided in the Plan, the
period for which this option is granted is the period
of ten (10) years.
g. This option is not transferable by Employee otherwise
than by Will or the laws of descent and distribution
and is exercisable, during the Employee's lifetime,
only by him. Neither this option nor any interest
therein may be transferred, assigned, pledged or
hypothecated by the Employee during this lifetime
whether by operation of law or otherwise, nor be made
subject to execution, attachment or similar process.
3. a. The Company hereby also grants to Employee a Limited
Right with respect to all of the shares of stock
covered by the option identified in paragraph 3
herein (the "Related Stock Option"). The Limited
Right may be exercised only during the sixty-day
period beginning on an "Acceleration Date" (as
defined in paragraph 4 hereof); provided, however,
that if the Acceleration Date occurs within the
six-month period following the grant of the Limited
Right or the grant of the Related Stock Option, then
the Limited Right will be exercisable for a period of
sixty days following expiration of such six-month
period. The Limited Right shall be exercisable only
if, and to the extent that, (i) the Related Stock
Option is exercisable and (ii) the Employee is
subject to the restrictions of Section 16 under the
Securities Exchange Act of 1934.
24
<PAGE>
Upon the exercise of the Limited Right, such Related
Stock Option shall cease to be exercisable to the
extent of the shares of stock with respect to which
such Limited Right is exercised, but shall be
considered to have been exercised to that extent for
purposes of determining the number of shares of stock
available for the grant of further options pursuant
to the Plan. Upon the exercise or termination of a
Related Stock Option, the Limited Right with respect
to such Related Stock Option shall terminate to the
extent of the shares of stock with respect to which
the Related Stock Option was exercised or terminated.
b. Upon the exercise of the Limited Right, the holder
thereof shall receive in cash from the Company
whichever of the following amounts is applicable:
(i) in the case of an exercise of the Limited
Right by reason of the occurrence of an
Offer (as defined in paragraph 4 hereof), an
amount equal to the Offer Spread (as defined
in paragraph 3d hereof);
(ii) in the case of an exercise of the Limited
Right by reason of shareholder approval of
an agreement described in paragraph 4, an
amount equal to the Merger Spread (as
defined in paragraph 3f hereof); or
(iii) in the case of an exercise of the Limited
Right by reason of shareholder approval of a
plan of liquidation described in paragraph
4, an amount equal to the Liquidation Spread
(as defined in paragraph 3h hereof); or
(iv) in the case of an exercise of the Limited
Right by reason of an acquisition of stock
described in paragraph 4, an amount equal to
the Acquisition Spread (as defined in
paragraph 3j hereof); or
25
<PAGE>
(v) in the case of an exercise of the Limited
Right by reason of the election of 50% or
more of the directors described in paragraph
4, an amount equal to the Director Spread
(as defined in paragraph 3l hereof).
c. The term "Offer Price per Share" as used in this
paragraph 3 shall mean, with respect to the exercise
of any Limited Right by reason of the occurrence of
an Offer, the greater of (i) the highest price per
share of stock paid in any Offer, which Offer is in
effect at any time during the sixty-day period ending
on the date of which such Limited Right becomes
exercisable, or (ii) the highest Fair Market Value
per Share of the Stock during such sixty-day period.
Any securities or property which are part or all of
the consideration paid for shares of stock in the
Offer shall be valued in determining the Offer Price
per Share at the higher of (A) the valuation placed
on such securities or property by the corporation,
person or other entity making such Offer or (B) the
valuation placed on such securities or property by
the Committee.
d. The term "Offer Spread" as used in this paragraph 3
shall mean an amount equal to the product computed by
multiplying (i) the excess of (A) the Offer Price per
Share over (B) the option price per share of stock at
which the Related Stock Option is exercisable, by
(ii) the number of shares of stock with respect to
which such Limited Right is being exercised.
26
<PAGE>
e. The term "Merger Price per Share" as used in this
paragraph 3 shall mean, with respect to the exercise
of any Limited Right by reason of shareholder
approval of an agreement described in paragraph 4,
the greater of (i) the fixed or formula price for the
acquisition of shares of stock specified in such
agreement if such fixed or formula price is
determinable on the date on which such Limited Right
becomes exercisable, and (ii) the highest Fair Market
Value per Share of the Stock during the sixty-day
period ending on the date on which such Limited Right
is exercised. Any securities or property which are
part or all of the consideration paid for shares of
stock pursuant to such agreement shall be valued in
determining the Merger Price per Share at the higher
of (A) the valuation placed on such securities or
property by the corporation, person or other entity
which is a party with the Company to such agreement,
or (B) the valuation placed on such securities or
property by the Committee.
f. The term "Merger Spread" as used in this paragraph 3
shall mean an amount equal to the product computed by
multiplying (i) the excess of (A) the Merger Price
per Share over (B) the option price per share of
stock at which the Related Stock Option is
exercisable, by (ii) the number of shares of Stock
with respect to which such Limited Right is being
exercised.
g. The term "Liquidation Price per Share" as used in
this paragraph 3 shall mean, with respect to the
exercise of any Limited Right by reason of
shareholder approval of a plan of liquidation
described in paragraph 4, the greater of (i) the
highest amount paid or to be paid per share of stock
pursuant to the plan of liquidation as determined by
the Committee and (ii) the highest Fair Market Value
per Share of the Stock during the sixty-day period
ending on the date on which such Limited Right
becomes exercisable. Any securities or property which
(A) are part or all of the consideration paid for
shares of stock pursuant to such plan of liquidation
or (B) are to be sold and the
27
<PAGE>
proceeds distributed in liquidation shall be valued
in determining the Liquidation Price per share at the
higher of (i) the valuation placed on such securities
or property by the Company upon the distribution of
such securities or property in accordance with the
plan of liquidation, if known at the time of the
exercise of such Limited Right, or (ii) the valuation
placed on such securities or property by the
Committee.
h. The term "Liquidation Spread" as used in this
paragraph 3 shall mean an amount equal to the product
computed by multiplying (i) the excess of (A) the
Liquidation Price per Share over (B) the option price
per share of Stock at which the Related Stock Option
is exercisable by (ii) the number of shares of stock
with respect to which such Limited Right is being
exercised.
i. The term "Acquisition Price per Share" as used in
this paragraph 3 shall mean, with respect to the
exercise of any Limited Right by reason of an
acquisition of stock described in paragraph 4, the
greater of (i) the highest price per share stated on
the Schedule 13D, 14D-1 or similar schedule (or
amendment thereto) filed by the holder of 50% or more
of the Company's voting power which gives rise to the
exercise of such Limited Right, and (ii) the highest
Fair Market Value per Share of the Stock during the
sixty-day period ending on the date the Limited Right
is exercised.
j. The term "Acquisition Spread" as used in this
paragraph 3 shall mean an amount equal to the product
computed by multiplying (i) the excess of (A) the
Acquisition Price per Share over (B) the option price
per share of stock at which the Related Stock Option
is exercisable, by (ii) the number of shares of stock
with respect to which such Limited Right is being
exercised.
k. The term "Director Price per Share" as used in this
paragraph 3 shall mean, with respect to the exercise
of any Limited Right by reason of the election of 50%
or more of the Directors described in paragraph 4,
the Fair Market Value per Share of the Stock during
the sixty-day period ending on the date the Limited
Right becomes exercisable.
28
<PAGE>
l. The term "Director Spread" as used in this paragraph
3 shall mean an amount equal to the product computed
by multiplying (i) the excess of (A) the Director
Price per Share over (b) the option price per share
of stock at which the Related Stock Option is
exercisable, by (ii) the number of shares of stock
with respect to which such Limited Right is being
exercised.
m. The term "Fair Market Value per Share of the Stock"
as used in this paragraph 3 shall mean, as of a
particular date, (i) if the shares of stock are then
listed on a national securities exchange, the
definition provided in Article 6(C) of the Plan, or
(ii) if the shares of Stock are not then listed on a
national securities exchange, the average of the
closing "bid" and "asked" prices for shares of stock
in the over-the-counter market for the last preceding
date on which there was a sale of Stock in such
market.
4. If while unexercised options remain outstanding under the Plan
(i) any corporation (other than the Company), person or group
(within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Act") makes
a tender or exchange offer which, if consummated, would make
such corporation, person or group the beneficial owner (within
the meaning of Rule 13d-3 under the Act) of more than 30% of
the Company's then outstanding Stock and, pursuant to such
offer, purchases are made ("Offer"); (ii) the shareholders or
directors of the Company approve a definitive agreement to
merge or consolidate the Company with or into another
corporation and the Company is not the surviving corporation,
or upon agreement to sell or otherwise dispose of all or
substantially all of the Company's assets, or adopt a plan of
liquidation; (iii) the Company becomes aware that any person
or group (within the meaning of Section 13(d) and 14(d)(2) of
the Act), has become the beneficial owner (within the meaning
of Rule 13d-3 under the Act) of more than 20% of the Company's
then outstanding Stock; (iv) 50% or more of the directors of
the Company are elected to the Board of Directors during
29
<PAGE>
any period of 24 months or less, such election being without
the approval of at least a majority of the members of the
Board of Directors of the Company in office immediately prior
to such period; then on the date of the first purchase of
stock pursuant to such Offer, or the date of any such
shareholder approval or adoption, or the date on which the
Company becomes aware of the acquisition of such percentage of
the Company's Stock or on the date of the election of such
directors (any such date being referred to as an "Acceleration
Date"), each outstanding option shall be exercisable in full.
5. Employee may exercise this option by giving written notice to
the Company at Palo Alto, California, attention of the
Secretary, specifying the election to exercise the option and
the number of shares in respect of which it is being
exercised. Employee or Employee's representative shall deliver
to the Secretary at the time of giving such notice payment in
United States dollars for the amount of the purchase price. In
addition, Employee may deliver Company stock, valued at its
fair market value (as defined in the Plan) on the date of such
exercise, in the full amount of the purchase price, or any
portion thereof, in payment for the shares.
The notice shall be signed by the Employee exercising the
option. The Company shall thereafter cause to be issued a
certificate or certificates for the shares as to which the
option shall have been so exercised, registered in the name of
the Employee.
6. This Agreement shall be interpreted and construed in
accordance with the laws of the State of California.
30
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WATKINS-JOHNSON COMPANY
By: __________________________
ACCEPTED:
______________________________________________
Employee
31
EXHIBIT 5.1
[Letterhead]
June 17, 1998
Board of Directors
Watkins-Johnson Company
3333 Hillview Avenue
Palo Alto, CA 94304
Re: Watkins-Johnson Company 1997
Employee Stock Incentive Plan
Gentlemen:
In connection with the granting of options to purchase, and awards of,
up to 400,000 shares of common stock of Watkins-Johnson Company (respectively,
the "Options" and the "Awards") under the Watkins-Johnson Company 1997 Employee
Stock Incentive Plan (the "Plan"), I am of the opinion that the shares of common
stock of Watkins-Johnson Company issuable upon exercise of the Options and under
the Awards, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable shares of common stock, no par
value, of Watkins-Johnson Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission with respect to the Options and Awards and the shares of common stock
of Watkins-Johnson Company issuable upon exercise or grant thereof as
appropriate under each Option and Award.
Very truly yours,
/s/ James G. Leathers, Jr.
---------------------------
James G. Leathers, Jr.
32
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Watkins-Johnson Company on Form S-8 of our reports dated February 9, 1998,
appearing in the Annual Report on Form 10-K of Watkins Johnson Company for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
San Jose, California
June 17, 1998
33
EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints the President,
the Vice President and Chief Financial Officer, the Vice President and General
Counsel and the Treasurer of Watkins-Johnson Company and each of them with the
power to act alone, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign (either manually or by use of said
person's "Personal Identification Number" issued by the United States Securities
and Exchange Commission) a Registration Statement or Registration Statements on
Form S-8 relating to shares of common stock of Watkins-Johnson Company and
interests issuable under the various employee benefit plans of Watkins-Johnson
Company, and any and all amendments of any such Registration Statements,
including without limitation post-effective amendments, and to file the same,
together with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises hereof, as fully to
all intents and purposes as he or she might do or could do in person, thereby
ratifying and confirming all that said attorney-in-fact or his or her
substitutes may lawfully do or cause to be done by virtue hereof.
This power of attorney shall expire on December 31, 2000.
Executed on this 30th day of September, 1996.
/s/ Dean a. Watkins /s/ Raymond F. O'Brien
- - ------------------------ ----------------------------
Dean A. Watkins Raymond F. O'Brien
/s/ H. Richard Johnson /s/ Dr. William R. Graham
- - ------------------------ ----------------------------
H. Richard Johnson Dr. William R. Graham
/s/ W. Keith Kennedy, Jr. /s/ Robert L. Prestel
- - ------------------------ ----------------------------
W. Keith Kennedy, Jr. Robert L. Prestel
/s/ John J. Hartmann /s/ Gary M. Cusumano
- - ------------------------ ----------------------------
John J. Hartmann Gary M. Cusumano
34
