<PAGE>
As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333- __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
THE WISER OIL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 55-0522128
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8115 Preston Road, Suite 400
Dallas, Texas 75225
(Address of Principal Executive Offices) (Zip Code)
-----------------------
THE WISER OIL COMPANY 1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
-----------------------
Andrew J. Shoup, Jr. Copy to:
President and Chief Executive Officer Kenn W. Webb
The Wiser Oil Company Thompson & Knight,
8115 Preston Road A Professional Corporation
Suite 400 1700 Pacific Avenue, Suite 3300
Dallas, Texas 75225 Dallas, Texas 75201
Name and address of agent for service) (214) 969-1700
(214) 265-0080
(Telephone number, including
area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Proposed Proposed maximum Amount
securities Amount maximum aggregate of
to be to be offering price offering registration
registered registered (1) per share (2) price (2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 35,000 $19.25 $673,750.00 $204.17
par value $3.00 shares
per share
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
or similar transaction with respect to these shares are also being registered
hereunder.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low prices
for the Common Stock ($19 1/4) as reported in the consolidated reporting system
on February 27, 1997.
(3) This registration statement also covers an equal number of preferred stock
purchase rights pursuant to The Wiser Oil Company's Rights Agreement, which
rights will be transferable only with related shares of Common Stock.
<PAGE>
Documents Incorporated by Reference
- -----------------------------------
The contents of the Registration Statement (the "Prior Registration
Statement") of The Wiser Oil Company (the "Registrant") on Form S-8,
Registration No. 33-44172, filed with the Securities and Exchange Commission on
November 25, 1991, including the documents incorporated by reference therein,
are incorporated by reference into this Registration Statement including:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31,1995; and
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30,1996 and September 30, 1996.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Amendment to Plan
- -----------------
As of February 20, 1996, the Board of Directors of the Registrant
adopted an amendment to the Registrant's 1991 Non-Employee Directors' Stock
Option Plan (the "Plan") that increased from 30,000 to 65,000 the aggregate
number of shares of the Registrant's Common Stock, par value $3.00 per share,
reserved for issuance under the Plan. This amendment was approved by the
stockholders of the Registrant on May 20, 1996.
Exhibits
- --------
In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statement, the following documents are filed as exhibits to
this Registration Statement:
5.1 Opinion of Thompson & Knight, A Professional
Corporation.
23.1 Consent of Arthur Andersen, L.L.P., independent
public accountants, to incorporation of report by reference.
23.2 Consent of Thompson & Knight, A Professional
Corporation (included in the opinion filed herewith as
Exhibit 5.1).
99.1 The Wiser Oil Company 1991 Non-Employee Stock
Option Plan, as amended.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas and State of Texas on the 27th day of
February, 1997.
THE WISER OIL COMPANY
By: /s/ ANDREW J. SHOUP, JR.
-------------------------------------
Andrew J. Shoup, Jr.,
President and Chief Executive 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 dates indicated. The undersigned persons hereby constitute
and appoint Andrew J. Shoup, Jr. and Lawrence J. Finn, or either of them, as our
true and lawful attorneys-in-fact with full power to execute in our name and on
our behalf in the capacities indicated below any and all amendments to this
Registration Statement to be filed with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do
or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ ANDREW J. SHOUP, JR. President, Chief Executive Officer,
- ---------------------------- and Director February 27, 1997
Andrew J. Shoup, Jr.
/s/ PAUL D. NEUENSCHWANDER Director February 27, 1997
- ----------------------------
Paul D. Neuenschwander
/s/ C. FRAYER KIMBALL, III Director February 27, 1997
- ----------------------------
C. Frayer Kimball, III
/s/ HOWARD D. HAMILTON Director February 27, 1997
- ----------------------------
Howard D. Hamilton
/s/ A. W. SCHENCK, III Director February 27, 1997
- ----------------------------
A. W. Schenck, III
/s/ JOHN W. CUSHING, III Director February 27, 1997
- ----------------------------
John W. Cushing, III
/s/ LORNE H. LARSON Director February 27, 1997
- ----------------------------
Lorne H. Larson
/s/ JON L. MOSLE, JR. Director February 27, 1997
- ----------------------------
Jon L. Mosle, Jr.
/s/ LAWRENCE J. FINN Vice President Finance and Chief February 27, 1997
- ---------------------------- Financial Officer (principal
Lawrence J. Finn financial and accounting officer)
</TABLE>
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Arthur Andersen, L.L.P., independent accountants, to incorporation of report
by reference.
23.2 Consent of Thompson & Knight, A Professional Corporation (included in the opinion filed
herewith as Exhibit 5.1).
99.1 The Wiser Oil Company 1991 Non-Employee Directors' Stock Option Plan, as amended.
</TABLE>
<PAGE>
EXHIBIT 5.1
(214) 969-1378
February 26, 1997
The Wiser Oil Company
8115 Preston Road
Suite 400
Dallas, Texas 75205
Re: 1991 Non-Employee Directors' Stock Option Plan
Registration Statement on Form S-8
Dear Sirs and Madams:
We are counsel for The Wiser Oil Company, a Delaware corporation (the
"Company"), and have acted as such in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an additional
35,000 shares of the Company's Common Stock, par value $3.00 per share (the
"Shares"), for issuance under The Wiser Oil Company 1991 Non-Employee Directors'
Stock Option Plan, as amended (the "Plan").
We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission, relating to the registration of the Shares under the
Securities Act.
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the Plan,
the Registration Statement and such corporate records of the Company,
certificates of officers of the Company, and other instruments and documents as
we have deemed necessary to require as a basis for the opinion hereinafter
expressed. We are familiar with the corporate proceedings of the Company
relating to the authorization of the proposed issuance of the Shares pursuant to
the Plan.
Based upon the foregoing and in reliance thereon, we advise you that in
our opinion the Shares, when issued and delivered in accordance with the
provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. The foregoing, however, shall not constitute "consent" to the use of
our name as experts as provided for in Sections 7 and 11 of the Securities Act
or the rules or regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ KENN W. WEBB
------------------------------------
Kenn W. Webb, Attorney
<PAGE>
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 22, 1996, included in The Wiser Oil Company's Form 10-K for the year
ended December 31, 1995, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
February 26, 1997
<PAGE>
EXHIBIT 99.1
THE WISER OIL COMPANY
1991 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AS AMENDED
FEBRUARY 20, 1996
The purposes of the 1991 Non-Employee Directors' Stock Option Plan (the
"Plan") are to promote the long-term success of The Wiser Oil Company (the
"Company") by creating a long-term mutuality of interests between the non-
employee Directors and stockholders of the company, to provide an additional
inducement for such Directors to remain with the Company and to provide a means
through which the company may attract able persons to serve as Directors of the
company.
SECTION 1
ADMINISTRATION
The Plan shall be administered by a Committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board") and consisting
of not less than two members of the Board. The Committee shall keep records of
action taken at its meetings. A majority of the Committee shall constitute a
quorum at any meeting, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by a majority
of the Committee, shall be the acts of the Committee.
The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan. All questions of interpretation and
application of the Plan, or as to stock options granted under the Plan, shall be
subject to the determination of the Committee, which shall be final and binding.
Notwithstanding the above, the selection of the Directors to whom stock
options are to be granted, the timing of such grants, the number of shares
subject to any stock option, the exercise price of any stock option, the periods
during which any stock option may be exercised and the term of any stock option
shall be as hereinafter provided, and the Committee shall have no discretion as
to such matters.
SECTION 2
SHARES AVAILABLE UNDER THE PLAN
The aggregate number of shares which may be issued or delivered and as
to which grants of stock options may be made under the Plan is 65,000 shares of
------
the Common Stock, $3.00 par value, of the Company (the "Common Stock"), subject
to adjustment and substitution as set forth in Section 5. If any stock option
granted under the Plan is cancelled by mutual consent or terminates or expires
for any reason without having been exercised in full, the number of shares
subject thereto shall again be available for purposes of the Plan. The shares
which may be issued or delivered under the Plan may be either authorized but
unissued shares or reacquired shares or partly each, as shall be determined from
time to time by the Board.
1
<PAGE>
SECTION 3
GRANT OF STOCK OPTIONS
On the first business day following the day of each annual meeting of
the stockholders of the Company, each person who is then a member of the Board
and who is not then an employee of the Company or any of its subsidiaries (a
"non-employee Director") shall automatically and without further action by the
Board or the Committee be granted a "nonstatutory stock option" (i.e., a stock
option which does not qualify under Section 422 or 423 of the Internal Revenue
Code of 1986 (the "Code")) to purchase 750 shares of Common Stock, subject to
adjustment and substitution as set forth in Section 5. If the number of shares
then remaining available for the grant of stock options under the Plan is not
sufficient for each non-employee Director to be granted an option for 750 shares
(or the number of adjusted or substituted shares pursuant to Section 5), then
each non-employee Director shall be granted an option for a number of whole
shares equal to the number of shares then remaining available divided by the
number of non-employee Directors, disregarding any fractions of a share.
SECTION 4
TERMS AND CONDITIONS OF STOCK OPTIONS
Stock options granted under the Plan shall be subject to the following
terms and conditions:
2
<PAGE>
(A) The purchase price at which each stock option may be
exercised (the "option price") shall be one hundred percent (100%) of
the fair market value per share of the Common Stock covered by the stock
option on the date of grant, determined as provided in Section 4(G).
(B) The option price for each stock option shall be paid in full
upon exercise and shall be payable in cash in United States dollars
(including check, bank draft or money order), which may include cash
forwarded through a broker or other agent-sponsored exercise or
financing program; provided, however, that in lieu of such cash the
person exercising the stock option may pay the option price in whole or
in part by delivering to the Company shares of the Common Stock having a
fair market value on the date of exercise of the stock option,
determined as provided in Section 4(G), equal to the option price for
the shares being purchased; except that (i) any portion of the option
price representing a fraction of a share shall in any event be paid in
cash and (ii) no shares of the Common Stock which have been held for
less than one year may be delivered in payment of the option price of a
stock option. If the person exercising a stock option participates in a
broker or other agent-sponsored exercise or financing program, the
Company will cooperate with all reasonable procedures of the broker or
other agent to permit participation by the person exercising the stock
option in the exercise or financing program. Notwithstanding any
procedure of the broker or other agent-sponsored exercise or financing
program, if the option price is paid in cash, the exercise of the stock
option shall not be deemed to occur and no shares of the Common Stock
will be issued or delivered until the Company has received full payment
in cash (including check, bank draft or money order) for the option
price from the broker or other agent. The date of exercise of a stock
option shall be determined under procedures established by the
Committee, and as of the date of exercise the person exercising the
stock option shall be considered for all purposes to be the owner of the
shares with respect to which the stock option has been exercised.
Payment of the option price with shares shall not increase the number of
shares of the Common Stock which may be issued or delivered under the
Plan as provided in Section 2.
(C) No stock option shall be exercisable during the first six
months of its term except in case of death as provided in Section 4(E).
Subject to the terms of Section 4(E) providing for earlier termination
of a stock option, no stock option shall be exercisable after the
expiration of five years from the date of grant. A stock option to the
extent exercisable at any time may be exercised in whole or in part.
3
<PAGE>
(D) No stock option shall be transferable by the grantee
otherwise than by Will, or if the grantee dies intestate, by the laws of
descent and distribution of the state of domicile of the grantee at the
time of death. All stock options shall be exercisable during the
lifetime of the grantee only by the grantee or the grantee's guardian or
legal representative.
(E) If a grantee ceases to be a Director of the Company, any
outstanding stock options held by the grantee shall be exercisable and
shall terminate, according to the following provisions:
(i) If a grantee ceases to be a Director of the Company for
any reason other than resignation, removal for cause or death,
any then outstanding stock option held by such grantee shall be
exercisable by the grantee (but only to the extent exercisable
by the grantee immediately prior to ceasing to be a Director) at
any time prior to the expiration date of such stock option or
within one year after the date the grantee ceases to be a
Director, whichever is the shorter period;
(ii) If during his term of office as a Director a grantee
resigns from the Board or is removed from office for cause, any
outstanding stock option held by the grantee which is not
exercisable by the grantee immediately prior to resignation or
removal shall terminate as of the date of resignation or
removal, and any outstanding stock option held by the grantee
which is exercisable by the grantee immediately prior to
resignation or removal shall be exercisable by the grantee at
any time prior to the expiration date of such stock option or
within 90 days after the date of resignation or removal,
whichever is the shorter period;
(iii) Following the death of a grantee during service as a
Director of the Company, any outstanding stock option held by
the grantee at the time of death (whether or not exercisable by
the grantee immediately prior to death) shall be exercisable by
the person entitled to do so under the Will of the grantee, or,
if the grantee shall fail to make testamentary disposition of
the stock option or shall die intestate, by the legal
representative of the grantee at any time prior to the
expiration date of such stock option or within two years after
the date of death, whichever is the shorter period;
(iv) Following the death of a grantee after ceasing to be a
Director and during a period when a stock option is exercisable,
any outstanding stock option held by the grantee at the time of
death shall be exercisable by such person entitled to do so
under the Will of the grantee or by such legal representative at
any time prior to the expiration date of such stock option or
within one year after the date of death, whichever is the
shorter period.
For purposes of this Plan, a Director shall be deemed to
------------------------------------------------------------
have been removed "for cause" if such Director is removed from
--------------------------------------------------------------
office because of any act of (a) fraud or intentional
-----------------------------------------------------
misrepresentation or (b) embezzlement, misappropriation or
----------------------------------------------------------
conversion of assets or opportunities of the Company or any
-----------------------------------------------------------
direct or indirect subsidiary of the Company.
---------------------------------------------
4
<PAGE>
(F) All stock options shall be confirmed by an agreement, or an
amendment thereto, which shall be executed on behalf of the Company by
the Chief Executive Officer (if other than the President), the President
or any Vice President and by the grantee.
(G) Fair market value of the Common Stock shall be the mean
between the following prices, as applicable, for the date as of which
fair market value is to be determined as quoted in The Wall Street
--- ---- ------
Journal (or in such other reliable publication as the Committee, in its
-------
discretion, may determine to rely upon): (a) if the Common Stock is
listed on the New York Stock Exchange, the highest and lowest sales
prices per share of the Common Stock as quoted in the NYSE-Composite
Transactions listing for such date, (b) if the Common Stock is not
listed on such exchange, the highest and lowest sales prices per share
of Common Stock for such date on (or on any composite index including)
the principal United States securities exchange registered under the
Securities Exchange Act of 1934 (the "1934 Act") on which the Common
Stock is listed, or (c) if the Common Stock is not listed on any such
exchange, the highest and lowest sales prices per share of the Common
Stock for such date on the National Association of Securities Dealer
Automated Quotations System or any successor system then in use
("NASDAQ"). If there are no such sale price quotations for the date as
of which fair market value is to be determined but there are such sale
price quotations within a reasonable period both before and after such
date, then fair market value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per
share of the Common Stock as so quoted on the nearest date before and
the nearest date after the date as of which fair market value is to be
determined. The average should be weighted inversely by the respective
numbers of trading days between the selling dates and the date as of
which fair market value is to be determined. If there are no such sale
price quotations on or within a reasonable period both before and after
the date as of which fair market value is to be determined, then fair
market value of the Common Stock shall be the mean between the bona fide
bid and asked prices per share of Common Stock as so quoted for such
date on NASDAQ, or if none, the weighted average of the means between
such bona fide bid and asked prices on the nearest trading date before
and the nearest trading date after the date as of which fair market
value is to be determined, if both such dates are within a reasonable
period. The average is to be determined in the manner described above in
this Section 4(G). If the fair market value of the Common Stock cannot
be determined on the basis previously set forth in this Section 4(G) for
the date as of which fair market value is to be determined, the
Committee shall in good faith determine the fair market value of the
Common Stock on such date. Fair market value shall be determined without
regard to any restriction other than a restriction which, by its terms,
will never lapse.
(H) The obligation of the Company to issue or deliver shares of
the Common Stock under the Plan shall be subject to (i) the
effectiveness of a registration statement under the Securities Act of
1933, as amended, with respect to such shares, if deemed necessary or
appropriate by counsel for the Company, (ii) the condition that the
shares shall have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange, if any, on which the
Common Stock shares may then be listed and (iii) all other applicable
laws, regulations, rules and orders which may then be in effect.
Subject to the foregoing provisions of this Section 4 and the other
provisions of the Plan, any stock option granted under the Plan may be subject
to such restrictions and other terms and conditions if any, as shall be
determined, in its discretion, by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment thereto.
5
<PAGE>
SECTION 5
ADJUSTMENT AND SUBSTITUTION OF SHARES
If a dividend or other distribution shall be declared upon the Common
Stock payable in shares of the Common Stock the number of shares of the Common
Stock set forth in Section 3, the number of shares of the Common Stock then
subject to any outstanding stock options and the number of shares of the Common
Stock which may be issued or delivered under the Plan but are not then subject
to outstanding stock options shall be adjusted by adding thereto the number of
shares of the Common Stock which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend or distribution.
If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
shares of the Common Stock set forth in Section 3, for each share of the Common
Stock subject to any then outstanding stock option, and for each share of the
Common Stock which may be issued or delivered under the Plan but which is not
then subject to any outstanding stock option, the number and kind of shares of
stock or other securities into which each outstanding share of the Common Stock
shall be so changed or for which each such share shall be exchangeable.
In case of any adjustment or substitution as provided for in this
Section 5, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 5 shall
require the Company to issue or deliver or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.
6
<PAGE>
SECTION 6
EFFECT OF THE PLAN ON THE RIGHTS OF COMPANY AND STOCKHOLDERS
Nothing in the Plan, in any stock option granted under the Plan, or in
any stock option agreement shall confer any right to any person to continue as a
Director of the company or interfere in any way with the rights of the
stockholders of the Company or the Board of Directors to elect and remove
Directors.
SECTION 7
AMENDMENT AND TERMINATION
The right to amend the Plan at any time and from time to time and the
right to terminate the Plan at any time are hereby specifically reserved to the
Board; provided always that no such termination shall terminate any outstanding
stock options granted under the Plan; and provided further that no amendment of
the Plan shall (a) be made without stockholder approval if stockholder approval
of the amendment is at the time required for stock options under the Plan to
qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule
16b-3 or by the rules of the NASDAQ National Market System or any stock exchange
on which the Common Stock may then be listed, (b) amend more than once every six
months the provisions of the Plan relating to the selection of the Directors to
whom stock options are to be granted, the timing of such grants, the number of
shares subject to any stock option, the exercise price of any stock option, the
periods during which any stock option may be exercised and the term of any stock
option other than to comport with changes in the Code or the rules and
regulations thereunder or (c) otherwise amend the Plan in any manner that would
cause stock options under the Plan not to qualify for the exemption provided by
Rule 16b-3. No amendment or termination of the Plan shall, without the written
consent of the holder of a stock option theretofore awarded under the Plan,
adversely affect the rights of such holder with respect thereto.
Notwithstanding anything contained in the preceding paragraph or any
other provision of the Plan or any stock option agreement, the Board shall have
the power to amend the Plan in any manner deemed necessary or advisable for
stock options granted under the Plan to qualify for the exemption provided by
Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of
the 1934 Act), and any such amendment shall, to the extent deemed necessary or
advisable by the Board, be applicable to any outstanding stock options
theretofore granted under the plan notwithstanding any contrary provisions
contained in any stock option agreement. In the event of any such amendment to
the Plan, the holder of any stock option outstanding under the Plan shall, upon
request of the Committee and as a condition to the exercisability of such
option, execute a conforming amendment in the form prescribed by the Committee
to the stock option agreement referred to in Section 4(F) within such reasonable
time as the Committee shall specify in such request.
SECTION 8
EFFECTIVE DATE AND DURATION OF PLAN
The effective date and date of adoption of the Plan shall be July 1,
1991, the date of adoption of the Plan by the Board, provided that on or prior
to June 30, 1992 such adoption of the Plan by the Board is approved by the
affirmative vote of the holders of at least a majority of the outstanding shares
of voting
7
<PAGE>
stock of the company represented in person or by proxy at a duly called and
convened meeting of such holders. Notwithstanding any other provisions contained
in the Plan, no stock option granted under the Plan may be exercised until after
such stockholder approval. No stock option may be granted under the Plan
subsequent to June 30, 2001.
-------------
8
