<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1999
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE CHROMALINE CORPORATION
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0730027
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4832 GRAND AVENUE 55807
DULUTH, MINNESOTA (Zip Code)
(Address of principal executive offices)
THE CHROMALINE CORPORATION 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Jeffery A. Laabs
Vice President of Finance, Controller, Treasurer and Secretary
The Chromaline Corporation
4832 Grand Avenue
Duluth, Minnesota 55807
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (218) 624-6400
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered (1) per share (1) (2) price (1) (2) fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 185,000
$.10 par value shares $7.4375 $1,375,937.50 $363.25
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
(1) The Registration Statement relates to 185,000 shares of Common Stock to be
offered pursuant to the Registrant's 1995 Stock Incentive Plan.
(2) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average bid and ask price per share of the
Registrant's Common Stock on December 10, 1999.
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<PAGE>
THE CHROMALINE CORPORATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated by reference and made a part hereof:
(1) The Registration Statement of The Chromaline Corporation
(the "Company") on Form 10-SB (File No. 000-25727), as amended
(declared effective on June 4, 1999), filed under the Exchange Act.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act after the effective date of the Registration
Statement referred to in (1) above.
(3) The description of the Company's Common Stock which is
contained in the Registration Statement referred to in (1) above and
all amendments and reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicate that all of the shares of Common Stock
offered have been sold or which deregister all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article V, Sections 1 and 2 of the Company's By-Laws, as
amended, and Article 8, Section 8.5 of the Company's Restated Articles of
Incorporation, as amended, the Company indemnifies its directors and officers
and advances litigation expenses to the fullest extent required or permitted by
Minnesota Statutes Section 302A.521. This indemnification is subject to the
requirement in the case of legal judgments, that the individual seeking
indemnification is not finally adjudged to have been guilty of willful
misconduct detrimental to the best interests of the Company. Section 302A.521
requires the Company to indemnify a person made or threatened to be made a party
to a proceeding, by reason of the former or present official capacity of the
person with
II-1
<PAGE>
respect to the Company, against judgments, penalties, fines, including without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including attorneys' fees
and disbursements, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (1) has not been indemnified by
another organization or employee benefit plan for the same judgments, penalties,
fines, including without limitation, excise taxes assessed against the person
with respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding with respect to the same acts or omissions; (2)
acted in good faith; (3) received no improper personal benefit, and statutory
procedure has been followed in the case of any conflict of interest by a
director; (4) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and (5) in the case of acts or omissions
occurring in the person's performance in the official capacity of director or,
for a person not a director, in the official capacity of officer, committee
member, employee or agent, reasonably believed that the conduct was in the best
interests of the Company, or in the case of performance by a director, officer,
employee or agent of the Company as a director, officer, partner, trustee,
employee or agent of another organization or employee benefit plan, reasonably
believed that the conduct was not opposed to the best interests of the Company.
In addition, Section 302A.521, subd. 3, requires payment by the Company upon
written request, of reasonable expenses in advance of final disposition in
certain instances.
The Restated Articles of Incorporation of the Company, as amended,
eliminate the personal liability of a director to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except under certain circumstances involving any breach of the director's duty
of loyalty to the Company or its shareholders, acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law, or
for any unlawful acts under Sections 302A.559 or 80A.23 of Minnesota Statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4 The Chromaline Corporation 1995 Stock Incentive Plan.
5 Opinion of Faegre & Benson LLP.
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5
to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney.
</TABLE>
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. 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 twenty percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
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 with or furnished to the Commission by the Company
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 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.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 an employee benefit 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 herein, 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Duluth, State of Minnesota, on December 16, 1999.
THE CHROMALINE CORPORATION
By /s/ Philip J. Hourican
-----------------------------------
Philip J. Hourican
President, Chief Executive Officer
and Director
By /s/ Jeffery A. Laabs
-----------------------------------
Jeffery A. Laabs
Vice President of Finance, Controller,
Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 16, 1999.
Signature Title
- --------- -----
/s/ Philip J. Hourican President, Chief Executive Officer and Director
- --------------------------
Philip J. Hourican
/s/ Jeffery A. Laabs Vice President of Finance, Controller,
- -------------------------- Treasurer and Secretary
Jeffery A. Laabs
William C. Ulland* Chairman of the Board of Directors
Charles H. Andresen* Director
Gerald W. Simonson* Director A majority of the
Board of Directors
David O. Harris* Director
* Jeffery A. Laabs, by signing his name hereto, does hereby sign this
document on behalf of each of the above named directors of the Registrant
pursuant to powers of attorney duly executed by each person.
By /s/ Jeffery A. Laabs
--------------------------------------
Jeffery A. Laabs, Attorney in Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Method
Exhibit Description of Filing
------- ----------- ---------
<S> <C> <C>
4 The Chromaline Corporation 1995 Stock Incentive Plan........................ Filed Electronically
5 Opinion of Faegre & Benson LLP.............................................. Filed Electronically
23.1 Consent of Faegre & Benson LLP
(contained in its opinion filed as Exhibit 5 to this Registration Statement)
23.2 Consent of Deloitte & Touche LLP............................................ Filed Electronically
24 Powers of Attorney.......................................................... Filed Electronically
</TABLE>
II-5
<PAGE>
EXHIBIT 4
THE CHROMALINE CORPORATION
1995 STOCK INCENTIVE PLAN
1. PURPOSE OF PLAN.
The purpose of The Chromaline Corporation 1995 Stock Incentive Plan
(the "Plan") is to advance the interests of The Chromaline Corporation (the
"Company") and its stockholders by enabling the company and its subsidiaries to
attract and retain persons of ability to perform services for the Company and
its subsidiaries by providing an incentive to such individuals through equity
participation in the Company and by rewarding such individuals who contribute to
the achievement by the Company of its economic objectives.
2. DEFINITIONS.
The following terms will have the mean set forth below, unless the
context clearly otherwise requires:
2.1 "BOARD" means the Board of Directors of the Company.
2.2 "BROKER EXERCISE NOTICE" means a written notice pursuant to which
a Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company or deliver stock certificates to be issued upon such
exercise directly to such broker or dealer.
2.3 "CHANGE IN CONTROL" means an event described in Section 13.1 of
the Plan.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the group of individuals administering the
Plan, as provided in Section 3 of the Plan.
2.6 "COMMON STOCK" means the common stock of the Company's $.10 par
value, or the number and kind of shares of stock or other securities into which
such Common Stock may be changed in accordance with Section 4.3 of the Plan.
2.7 "DISABILITY" means the disability of the Participant such as
would entitle the Participant to receive disability income benefits pursuant to
the long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan
<PAGE>
exists or is applicable to the Participant, the permanent and total disability
of the Participant within the meaning of Section 22(e)(3) of the Code.
2.8 "ELIGIBLE RECIPIENTS" means all directors (including non-employee
directors), officers and employees of the Company or any Subsidiary.
2.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
2.10 "FAIR MARKET VALUE" means, with respect to the Common Stock, as
of any date (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote):
a. If the Common Stock is listed (or admitted to unlisted trading
privileges) on an exchange or reported on the NASDAQ National Market System
or bid and asked prices are reported on the NASDAQ system or a comparable
reporting service, the closing sale price or the mean of the closing bid
and asked prices, as the case may be.
b. If the Common Stock is not so listed or reported, such price as
the Committee determines in good faith in the exercise of its reasonable
discretion.
2.11 "INCENTIVE AWARD" means an Option, Stock Appreciation Right,
Restricted Stock Award, Performance Unit or Stock Bonus granted to an Eligible
Recipient pursuant to the Plan.
2.12 "INCENTIVE STOCK OPTION" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.
2.13 "NON-STATUTORY STOCK OPTION" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that
does not qualify as a Incentive Stock Option.
2.14 "OPTION" means an Incentive Stock Option or a Non-Statutory Stock
Option.
2.15 "PARTICIPANT" means an Eligible Recipient who receives one or
more Incentive Awards under the Plan.
2.16 "PERFORMANCE UNIT" means a right granted to an Eligible Recipient
pursuant to Section 9 of the Plan to receive a payment from the Company, in the
form of
2
<PAGE>
stock, cash or a combination of both, upon the achievement of established
performance goals.
2.17 "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that
are already owned by the Participant or, with respect to any Incentive Award,
that are to be issued upon the grant, exercise or vesting of such Incentive
Award.
2.18 "RESTRICTED STOCK AWARD" means an award of Common Stock granted
to an Eligible Recipient pursuant to Section 8 of the Plan that is subject to
the restrictions on transferability and the risk of forfeiture imposed by the
provisions of such Section 8.
2.19 "RETIREMENT" mans normal or approved early termination of
employment or service pursuant to and in accordance with the regular
retirement/pension plan or practice of the Company or Subsidiary then covering
the Participant, provided that if the Participant is not covered by any such
plan or practice, the Participant will be deemed to be covered by the Company's
plan or practice for purposes of this determination.
2.20 "SECURITIES ACT" means the Securities Act of 1933, as amended.
2.21 "STOCK APPRECIATION RIGHT" means a right granted to an Eligible
Recipient pursuant to Section 7 of the Plan to receive a payment from the
Company, in the form of stock, cash or a combination of both, equal to the
difference between the Fair Market Value of one or more shares of Common Stock
and the exercise price of such shares under the terms of such Stock Appreciation
Right.
2.22 "STOCK BONUS" means an award of Common Stock granted to an
Eligible Recipient pursuant to Section 10 of the Plan.
2.23 "SUBSIDIARY" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.
2.24 "TAX DATE" means the date any withholding tax obligation arises
under the Code for a Participant with respect to an Incentive Award.
3. PLAN ADMINISTRATION.
3.1 THE COMMITTEE. The Plan will be administered by the Board or by
a committee of the Board consisting of not less than two persons; provided,
however, that from and after the date on which the Company first registers a
class of its equity securities under Section 12 of the Exchange Act, the Plan
will be administered by the Board, all of whom will be "disinterested persons"
within the meaning of Rule 16b-3 under the Exchange Act, or by a committee
consisting solely of not fewer than two members of the Board who are such
3
<PAGE>
"disinterested persons." As used in this Plan, the term "Committee" will refer
to the Board or to such a committee, if established. To the extent consistent
with corporate law, the Committee may delegate to any officers of the Company
the duties, power and authority of the Committee under the Plan pursuant to such
conditions or limitations as the Committee may establish; provided, however,
that only the Committee may exercise such duties, power and authority with
respect to Eligible Recipients who are subject to Section 16 of the Exchange
Act. The Committee may exercise its duties, power and authority under the Plan
in its sole and absolute discretion without the consent of any Participant or
other party, unless the Plan specifically provides otherwise. Each
determination, interpretation or other action made or taken by the Committee
pursuant to the provisions of the Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee will be liable for
any action or determination made in good faith with respect to the Plan or any
Incentive Award granted under the Plan.
3.2 AUTHORITY OF THE COMMITTEE.
a. In accordance with and subject to the provisions of the Plan, the
Committee will have the authority to determine all provisions of Incentive
Awards as the Committee may deem necessary or desirable and as consistent
with the terms of the Plan, including, without limitation, the following:
(i) the Eligible Recipients to be selected as Participants; (ii) the nature
and extent of the Incentive Awards to be made to each Participant
(including the number of shares of Common Stock to be subject to each
Incentive Award, any exercise price, the manner in which Incentive Awards
will vest or become exercisable and whether Incentive Awards will be
granted in tandem with other Incentive Awards) and the form of written
agreement, if any, evidencing such Incentive Award; (iii) the time or times
when Incentive Awards will be granted; (iv) the duration of each Incentive
Award; and (v) the restrictions and other conditions to which the payment
or vesting of Incentive Awards may be subject. In addition, the Committee
will have the authority under the Plan to pay the economic value of any
Incentive Award in the form of cash, Common Stock or any combination of
both.
b. The Committee will have the authority under the Plan to amend or
modify the terms of any outstanding Incentive Award in any manner,
including, without limitation, the authority to modify the number of shares
or other terms and conditions of an Incentive Award, extend the term of an
Incentive Award, accelerate the exercisability or vesting or otherwise
terminate any restrictions relating to an Incentive Award, accept the
surrender of any outstanding Incentive Award or, to the extent not
previously exercised or vested, authorize the grant of new Incentive Awards
in substitution for surrendered Incentive Awards; provided, however that
the amended or modified terms are permitted by the Plan as then in effect
and that any Participant adversely affected by such amended or modified
terms has consented to such amendment or modification. No amendment or
modification to an Incentive Award, however, whether pursuant to this
Section 3.2 or any other provisions of the
4
<PAGE>
Plan, will be deemed to be a regrant of such Incentive Award for purposes
of this Plan.
c. In the event of (i) any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock
split, combination of shares, rights offering, extraordinary dividend or
divestiture (including a spin-off) or any other change in corporate
structure or shares, (ii) any purchase, acquisition, sale or disposition of
a significant amount of assets or a significant business; (iii) any change
in accounting principles or practices, or (iv) any other similar change, in
each case with respect to the Company or any other entity whose performance
is relevant to the grant or vesting of an Incentive Award, the Committee
(or, if the Company is not the surviving corporation in any such
transaction, the board of directors of the surviving corporation) may,
without the consent of any affected Participant, amend or modify the
vesting criteria of any outstanding Incentive Award that is based in whole
or in part on the financial performance of the Company (or any Subsidiary
or division thereof) or such other entity so as equitably to reflect such
event, with the desired result that the criteria for evaluating such
financial performance of the Company or such other entity will be
substantially the same (in the discretion of the Committee or the board of
directors of the surviving corporation) following such event as prior to
such event; provided, however, that the amended or modified terms are
permitted by the Plan as then in effect.
4. SHARES AVAILABLE FOR ISSUANCE.
4.1 MAXIMUM NUMBER OF SHARES. Subject to adjustment as provided in
Section 4.3 of the Plan, the maximum number of shares of Common Stock that will
be available for issuance under the Plan will be 185,000 shares.
Notwithstanding any other provision of the Plan to the contrary, no Participant
in the Plan may be granted, during the term of the Plan, any Options or Stock
Appreciation Rights, or any other Incentive Awards with a value based solely on
an increase in the value of the Common Stock after the date of grant, relating
to more than an aggregate of 35,000 shares of Common Stock (subject to
adjustment as provided in Section 4.3 of the Plan). The shares available for
issuance under the Plan may, at the election of the Committee, be either
treasury shares or shares authorized but unissued, and, if treasury shares are
used, all references in the Plan to the issuance of shares will, for corporate
law purposes, be deemed to mean the transfer of shares from treasury.
4.2 ACCOUNTING FOR INCENTIVE AWARDS. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Incentive Awards will
be applied to reduce the maximum number of shares of Common Stock remaining
available for issuance under the Plan. Any shares of Common Stock that are
subject to an Incentive Award that lapses, expires, is forfeited or for any
reason is terminated unexercised or unvested and any shares of Common Stock that
are subject to an Incentive Award that is settled or paid in cash
5
<PAGE>
or any form other than shares of Common Stock will automatically again become
available for issuance under the Plan. Any shares of Common Stock that
constitute the forfeited portion of a Restricted Stock Award, however, will not
become available for further issuance under the Plan.
4.3 ADJUSTMENTS TO SHARES OF INCENTIVE AWARDS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of
securities available for issuance under the Plan and, in order to prevent
dilution or enlargement of the rights of Participants, the number, kind and,
where applicable, exercise price of securities subject to outstanding Incentive
Awards.
5. PARTICIPATION.
Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its
subsidiaries. Eligible Recipients may be granted from time to time one or more
Incentive Awards, singly or in combination or in tandem with other Incentive
Awards, as may be determined by the Committee. Incentive Awards will be deemed
to be granted as of the date specified in the grant resolution of the Committee,
which date will be the date of any related agreements with the Participant.
6. OPTIONS.
6.1 GRANT. An Eligible Recipient may be granted one or more Options
under the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee. The Committee may designate whether an Option is to be considered an
Incentive Stock Option or a Non-Statutory Stock Option.
6.2 EXERCISE PRICE. The per share price to be paid by a Participant
upon exercise of an Option will be determined by the Committee in its discretion
at the time of the Option grant, provided that (a) such price will not be less
than 100% of the Fair Market Value of one share of Common Stock on the date of
grant with respect to an Incentive Stock Option (110% of the Fair Market Value
if, at the time the Incentive Stock Option is granted, the Participant owns,
directly or indirectly, more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation of the
Company), and (b) such price will not be less than 85% of the Fair Market Value
of one share of Common Stock on the date of grant with respect to a
Non-Statutory Stock Option.
6
<PAGE>
6.3 EXERCISABILITY AND DURATION. An Option will become exercisable
at such times and in such installments as may be determined by the Committee at
the time of grant; provided, however, that no Incentive Stock Option may be
exercisable after 10 years from its date of grant (five years from its date of
grant if, at the time the Incentive Stock Option is granted, the Participant
owns, directly or indirectly, more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary corporation
of the Company).
6.4 PAYMENT OF EXERCISE PRICE. The total purchase price of the
shares to be purchased upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order); provided, however, that the
Committee may allow such payments to be made, in whole or in part and upon such
terms and conditions as may be established by the Committee, by tender of a
Broker Exercise Notice, Previously Acquired Shares, a promissory note or by a
combination of such methods.
6.5 MANNER OF EXERCISE. An Option may be exercised by a Participant
in whole or in part from time to time, subject to the conditions contained in
the Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company (Attention: Chief Financial Officer) at its principal
executive office in Duluth, Minnesota and by paying in full the total exercise
price for the shares of Common Stock to be purchased in accordance with
Section 6.4 of the Plan.
6.6 AGGREGATE LIMITATION OF STOCK SUBJECT TO INCENTIVE STOCK OPTIONS.
To the extent that the aggregate Fair Market Value (determined as of the date an
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which incentive stock options (within the meaning of Section 422 of the Code)
are exercisable for the first time by a Participant during any calendar year
(under the Plan and any other incentive stock option plans of the Company or any
subsidiary or parent corporation of the Company (within the meaning of the
Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code
from time to time), such excess Options will be treated as Non-Statutory Stock
Options. The determination will be made by taking incentive stock options into
account in the order in which they were granted. If such excess only applies to
a portion of an incentive stock option, the Committee will designate which
shares will be treated as shares to be acquired upon exercise of an incentive
stock option.
7. STOCK APPRECIATION RIGHTS.
7.1 GRANT. An Eligible Recipient may be granted one or more Stock
Appreciation Rights under the Plan, and such Stock Appreciation Rights shall be
subject to such terms and conditions, consistent with the other provisions of
the Plan, as will be determined by the Committee.
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7.2 EXERCISE PRICE. The exercise price of a Stock Appreciation Right
will be determined by the Committee at the date of grant but will not be less
than 85% of the Fair Market Value of one share of Common Stock on the date of
grant.
7.3 EXERCISABILITY AND DURATION. A Stock Appreciation Right will
become exercisable at such time and in such installments as may be determined by
the Committee at the time of grant; provided, however, that no Stock
Appreciation Right may be exercisable prior to six months or after 10 years from
its date of grant. A Stock Appreciation Right will be exercised by giving
notice in the same manner as for Options, as set forth in Section 6.5 of the
Plan.
8. RESTRICTED STOCK AWARDS.
8.1 GRANT. An Eligible Recipient may be granted one or more
Restricted Stock Awards under the Plan, and such Restricted Stock Awards will be
subject to such terms and conditions, consistent with the other provisions of
the Plan, as may be determined by the Committee. The Committee may impose such
restrictions or conditions, not inconsistent with the provisions of the Plan, to
the vesting of such Restricted Stock Awards as it deems appropriate, including,
without limitation, that the Participant remain in the continuous employ or
service of the Company or a subsidiary for a certain period or that the
Participant or the Company (or any subsidiary or division thereof) satisfy
certain performance goals or criteria.
8.2 RIGHTS AS A SHAREHOLDER; TRANSFERABILITY. Except as provided in
Sections 8.1, 8.3 and 14.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 8 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.
8.3 DIVIDENDS AND DISTRIBUTIONS. Unless the Committee determines
otherwise (either in the agreement evidencing the Restricted Stock Award at the
time of grant or at any time after the grant of the Restricted Stock Award), any
dividends or distributions (including regular quarterly cash dividends) paid
with respect to shares of Common Stock subject to the unvested portion of a
Restricted Stock Award will be subject to the same restrictions as the shares to
which such dividends or distributions relate. In the event the Committee
determines not to pay such dividends or distributions currently, the Committee
will determine whether any interest will be paid on such dividends or
distributions. In addition, the Committee may require such dividends and
distributions to be reinvested (and in such case the Participants consent to
such reinvestment) in shares of Common Stock that will be subject to the same
restrictions as the shares to which such dividends or distributions relate.
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8.4 ENFORCEMENT OF RESTRICTIONS. To enforce the restrictions
referred to in this Section 8, the Committee may place a legend on the stock
certificates referring to such restrictions and may require the Participant,
until the restrictions have lapsed, to keep the stock certificates, together
with duly endorsed stock powers, in the custody of the Company or its transfer
agent or to maintain evidence of stock ownership, together with duly endorsed
stock powers, in a certificateless book-entry stock account with the Company's
transfer agent.
9. PERFORMANCE UNITS. An Eligible Recipient may be granted one or more
Performance Units under the Plan, and such Performance Units will be subject to
such terms and conditions, consistent with the other provisions of the Plan, as
may be determined by the Committee. The Committee may impose such restrictions
or conditions, not inconsistent with the provisions of the Plan, to the vesting
of such Performance Units as it deems appropriate, including, without
limitation, that the Participant remain in the continuous employ or service of
the Company or any subsidiary for a certain period or that the Participant or
the Company (or any Subsidiary or division thereof) satisfy certain performance
goals or criteria. The Committee will have the discretion either to determine
the form in which payment of the economic value of vested Performance Units will
be made to the Participant (i.e., cash, Common Stock or any combination thereof)
or to consent to or disapprove the election by the Participant of the form of
such payment.
10. STOCK BONUSES.
An Eligible Recipient may be granted one or more Stock Bonuses under
the Plan, and such Stock Bonuses will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee. The Participant will have all voting, dividend, liquidation and
other rights with respect to the shares of Common Stock issued to a Participant
as a Stock Bonus under this Section 10 upon the Participant becoming the holder
of record of such shares; provided, however, that the Committee may impose such
restrictions on the assignment or transfer of a Stock Bonus as it deems
appropriate.
11. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE.
11.1 TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. In the event
a Participant's employment or other service with the Company and all
subsidiaries is terminated by reason of death, Disability or Retirement:
a. All outstanding Options and Stock Appreciation Rights then held
by the Participant will remain exercisable to the extent exercisable as of
such termination for a period of 30 days after such termination (but in no
event after the expiration date of any such Option or Stock Appreciation
Right);
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b. All outstanding Restricted Stock Awards then held by the
Participant that have not vested will be terminated and forfeited; and
c. All outstanding Performance Units and Stock Bonuses then held by
the Participant will vest and/or continue to vest in the manner determined
by the Committee and set forth in the agreement evidencing such Performance
Units or Stock Bonuses.
11.2 TERMINATION FOR REASONS OTHER THAN DEATH, DISABILITY OR
RETIREMENT.
a. In the event a Participant's employment or other service is
termination with the Company and all subsidiaries for any reason other than
death, Disability or Retirement, or a Participant is in the employ or
service of a subsidiary and the subsidiary ceases to be a subsidiary of the
Company (unless the Participant continues in the employ or service of the
Company or another subsidiary), all rights of the Participant under the
Plan and any agreements evidencing an Incentive Award will immediately
terminate without notice of any kind, and no Options or Stock Appreciation
Rights then held by the Participant will thereafter be exercisable, all
Restricted Stock Awards then held by the Participant that have not vested
will be terminated and forfeited, and all Performance Units and Stock
Bonuses then held by the Participant will vest and/or continue to vest in
the manner determined by the Committee and set forth in the agreement
evidencing such Performance Units or Stock Bonuses; provided, however, that
if such termination is due to any reason other than termination by the
Company or any subsidiary for "cause," all outstanding Options and Stock
Appreciation Rights then held by such Participant will remain exercisable
to the extent exercisable as of such termination for a period of 30 days
after such termination (but in no event after the expiration date of any
such Option or Stock Appreciation Right).
b. For purposes of this Section 11.2, "cause" (as determined by the
Committee) will be a defined in any employment or other agreement or policy
applicable to the Participant or, if no such agreement or policy exists,
will mean (i) dishonesty, fraud, misrepresentation, embezzlement or
deliberate injury or attempted injury, in each case related to the Company
or any subsidiary, (ii) any unlawful or criminal activity of a serious
nature, (iii) any intentional and deliberate breach of a duty or duties
that, individually or in the aggregate, are material in relation to the
Participant's overall duties, or (iv) any material breach of any
employment, service, confidentiality or non-compete agreement entered into
with the Company or any subsidiary.
11.3 MODIFICATION OF RIGHTS UPON TERMINATION. Notwithstanding the
other provisions of this Section 11, upon a Participant's termination of
employment or other
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service with the Company and all subsidiaries, the Committee may in its
discretion (which may be exercised at any time on or after the date of grant,
including following such termination) cause Options and Stock Appreciation
Rights (or any part thereof) then held by such Participant to become or continue
to become exercisable and/or remain exercisable following such termination of
employment or service and Restricted Stock Awards, Performance Units and Stock
Bonuses then held by such Participant to vest and/or continue to vest or become
free of transfer restrictions, as the case may be, following such termination of
employment or service, in each casein the manner determined by the Committee;
provided, however, that no Option or Stock Appreciation Right may remain
exercisable beyond its expiration date.
11.4 BREACH OF CONFIDENTIALITY OR NON-COMPETE AGREEMENTS.
Notwithstanding anything in this Plan to the contrary, in the event that a
Participant materially breaches the terms of any confidentiality or non-compete
agreement entered into with the Company or any subsidiary, whether such breach
occurs before or after termination of such Participant's employment or other
service with the Company or any subsidiary, the Committee may immediately
terminate all rights of the Participant under the Plan and any agreements
evidencing an Incentive Award then held by the Participant without notice of any
kind.
11.5 DATE OF TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless the
Committee otherwise determines, a Participant's employment or other service
will, for purposes of the Plan, be deemed to have terminated on the date
recorded on the personnel or other records of the Company or the subsidiary for
which the Participant provides employment or other service, as determined by the
Committee based upon such records.
12. PAYMENT OF WITHHOLDING TAXES.
12.1 GENERAL RULES. The Company is entitled to (a) withhold and
deduct from future wages of the Participant (or from other amounts that may be
due and owing to the Participant from the Company or a subsidiary), or make
other arrangements for the collection of, all legally required amounts necessary
to satisfy any and all federal, state and local withholding and
employment-related tax requirements attributable to an Incentive Award,
including, without limitation, the grant, exercise or vesting of, or payment of
dividends with respect t, an Incentive Stock Option, or (b) require the
Participant promptly to remit the amount of such withholding to the Company
before taking any action, including issuing any shares of Common Stock, with
respect to an Incentive Award.
12.2 SPECIAL RULES. The Committee may, upon terms and conditions
established by the Committee, permit or require a Participant to satisfy, in
whole or in part, any withholding or employment-related tax obligation described
in Section 12.1 of the Plan by electing to tender Previously Acquired Shares, a
Broker Exercise Notice or a promissory
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note (on terms acceptable to the Committee in its sole discretion), or by a
combination of such methods.
13. CHANGE IN CONTROL.
13.1 CHANGE IN CONTROL. For purposes of this Section 13.1, a "Change
in Control" of the Company will mean the following:
a. the sale, lease, exchange or other transfer, directly or
indirectly, of substantially all of the assets of the Company (in one
transaction or in a series of related transactions) to a person or entity
that is not controlled by the Company;
b. the approval by the stockholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company;
c. a merger or consolidation to which the Company is a party if the
stockholders of the Company immediately prior to the effective date of such
merger or consolidation have "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act), immediately following the effective
date of such merger or consolidation, of securities of the surviving
corporation representing (i) more than 50%, but not more than 80% of the
combined voting power of the surviving corporation's then outstanding
securities ordinarily having the right to vote at elections of directors,
unless such merger or consolidation has been approved in advance by the
Incumbent Directors (as defined in Section 13.2 below), or (ii) 50% or less
of the combined voting power of the surviving corporation's then
outstanding securities ordinarily having the right to vote at elections of
directors (regardless of any approval by the Incumbent Directors);
d. any person becomes after the effective date of the Plan the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of (i) 20% or more, but not 50% or more, of the
combined voting power of the Company's outstanding securities ordinarily
having the right to vote at elections of directors, unless the transaction
resulting in such ownership has been approved in advance by the Incumbent
Directors, or (ii) 50% or more of the combined voting power of the
Company's outstanding securities ordinarily having the right to vote at
elections of directors (regardless of any approval by the Incumbent
Directors);
e. the Incumbent Directors cease for any reason to constitute at
least a majority of the Board; or
f. a change in control of the Company of a nature that would be
required to be reported pursuant to Section 13 or 15(d) of the Exchange
Act, whether or not the company is then subject to such reporting
requirements.
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13.2 INCUMBENT DIRECTORS. For purposes of this Section 13, "Incumbent
Directors" of the Company means any individuals who are members of the Board on
the effective date of the Plan and any individual who subsequently becomes a
member of the Board whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the Incumbent
Directors (either by specific vote or by approval of the Company's proxy
statement in which such individual is named as a nominee for director without
objection to such nomination).
13.3 ACCELERATION OF VESTING. Without limiting the authority of the
Committee under Section 3.2 of the Plan, if a Change in Control of the Company
occurs, then unless the Committee otherwise determines and sets forth in the
agreement evidencing an Incentive Award at the time of grant of such Incentive
Award, (a) all outstanding Options and Stock Appreciation Rights will become
immediately exercisable in full and will remain exercisable for the remainder of
their terms, regardless of whether the Participant to whom such Options or Stock
Appreciation Rights have been granted remains in the employ or service of the
Company or any Subsidiary; (b) all outstanding Restricted Stock Awards will
become immediately fully vested and non-forfeitable; and (c) all outstanding
Performance Units and Stock Bonuses then held by the Participant will vest
and/or continue to vest in the manner determined by the Committee and set forth
in the agreement evidencing such Performance Unites or Stock Bonuses.
13.4 CASH PAYMENT FOR OPTIONS. If a Change of Control of the Company
occurs, then the Committee, if approved by the Committee either in an agreement
evidencing an Incentive Award at the time of grant or at any time after the
grant of an Incentive Award, may determine that some or all Participants holding
outstanding Options will receive, with respect to some or all of the shares of
Common Stock subject to such Options, as of the effective date of any such
Change in Control of the Company, cash in an amount equal to the excess of the
Fair Market Value of such shares immediately prior to the effective date of such
Change in Control of the Company over the exercise price per share of such
Options.
13.5 LIMITATION ON CHANGE IN CONTROL PAYMENTS. Notwithstanding
anything in Section 13.3 or 13.4 of the Plan to the contrary, if, with respect
to a Participant, the acceleration of the vesting of an Incentive Award as
provided in Section 13.3 or the payment of cash in exchange for all or part of
an Incentive Award as provided in Section 13.4 (which acceleration or payment
could be deemed a "payment" within the meaning of Section 280G(b)(2) of the
Code), together with any other payments which such Participant has the right to
receive from the Company or any corporation that is a member of an "affiliate
group" (as defined in Section 1504(a) of the Code without regarding to
Section 1504(b) of the Code) of which the Company is a member, would constitute
a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the
payments to such Participant pursuant to Section 13.3 or 13.4 will be reduced to
the largest amount as will result in no portion of such payments being subject
to the excise tax imposed by
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Section 4999 of the Code; provided, however, that if such Participant is subject
to a separate agreement with the Company or a subsidiary that specifically
provides that payments attributable to one or more forms to employee stock
incentives or to payments made in lieu of employee stock incentives will not
reduce any other payments under such agreement, event if it would constitute an
excess parachute payment, or provides that the Participant will have the
discretion to determine which payment will be reduced in order to avoid an
excess parachute payment, then the limitations of this Section 13.5 will, to
that extent, not apply.
14. RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS; TRANSFERABILITY.
14.1 EMPLOYMENT OR SERVICE. Nothing in the Plan will interfere with
or limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.
14.2 RIGHTS AS A STOCKHOLDER. As a holder of Incentive Awards (other
than Restricted Stock Awards and Stock Bonuses), a Participant will have no
rights as a stockholder unless and until such Incentive Awards are exercised
for, or paid in the form of, shares of Common Stock and the Participant becomes
the holder of record of such shares. Except as otherwise provided in the Plan,
no adjustment will be made for dividends or distributions with respect to such
Incentive Awards as to which there is a record date preceding the date the
Participant becomes the holder of record of such shares, except as the Committee
may determine.
14.3 RESTRICTIONS ON TRANSFER. Except pursuant to testamentary will
or the laws of descent and distribution or as otherwise expressly permitted by
the Plan, no right or interest of any Participant in an Incentive Award prior to
the exercise or vesting of such Incentive Award will be assignable or
transferable, or subjected to any lien, during the lifetime of the Participant,
either voluntarily or involuntarily, directly or indirectly, by operation of law
or otherwise. A Participant will, however, be entitled to designate a
beneficiary to receive an Incentive Award upon such Participant's death, and in
the event of a Participant's death, payment of any amounts due under the Plan
will be made to, and exercise of any Options (to the extent permitted pursuant
to Section 11 of the Plan) may be made by, the Participant's legal
representatives, heirs and legatees.
14.4 NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the Plan is
intended to modify or rescind any previously approved compensation plans or
programs of the Company or create any limitations on the power or authority of
the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.
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15. SECURITIES LAW AND OTHER RESTRICTIONS.
Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such registration under
the Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee deems necessary or advisable. The Company may condition
such issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary or
advisable by the Company in order to comply with such securities law or other
restrictions.
16. PLAN AMENDMENT, MODIFICATION AND TERMINATION.
The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Incentive Awards under the Plan will conform to
any change in applicable laws or regulations or in any other respect the Board
may deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the stockholders of
the Company if stockholder approval of the amendment is then required pursuant
to Rule 16b-3 under the Exchange Act, Section 422 of the Code or the rules of
the NASD or any stock exchange. No termination, suspension or amendment of the
Plan may adversely affect any outstanding Incentive Award without the consent of
the affected Participant; provided, however, that this sentence will not impair
the right of the Committee to take whatever action is deems appropriate under
Sections 3.2(c), 4.3 and 13 of the Plan.
17. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan is effective as of February 27, 1995, the date it was adopted
by the Board. The Plan will terminate at midnight on February 26, 2005, and may
be terminated prior to such time by Board action, and no Incentive Award will be
granted after such termination. Incentive Awards outstanding upon termination
of the Plan may continue to be exercised, or become free of restrictions, in
accordance with their terms.
18. MISCELLANEOUS
18.1 GOVERNING LAW. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the
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Plan will be governed by and construed exclusively in accordance with the laws
of the State of Minnesota, notwithstanding the conflicts of laws principles of
any jurisdictions.
18.2 SUCCESSORS AND ASSIGNS. The Plan will be binding upon and inure
to the benefit of the successors and permitted assigns of the Company and the
Participants.
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EXHIBIT 5
December 16, 1999
Board of Directors
The Chromaline Corporation
4832 Grand Avenue
Duluth, Minnesota 55807
In connection with the proposed registration under the Securities Act
of 1933, as amended, of shares of Common Stock of The Chromaline Corporation, a
Minnesota corporation (the "Company"), offered and to be offered pursuant to the
Chromaline Corporation 1995 Stock Incentive Plan (the "Plan"), we have examined
the Company's Restated Articles of Incorporation, its By-Laws, and such other
documents, including the Registration Statement on Form S-8, dated the date
hereof, to be filed with the Securities and Exchange Commission relating to such
shares (the "Registration Statement"), and have reviewed such matters of law as
we have deemed necessary for this opinion. Accordingly, based upon the
foregoing, we are of the opinion that:
1. The Company is duly and validly organized and existing and in
good standing under the laws of the State of Minnesota.
2. The Company has duly authorized the issuance of the shares of
Common Stock which may be issued pursuant to the Plan.
3. The shares which may be issued pursuant to the Plan will be, upon
issuance, validly issued and outstanding and fully paid and nonassessable.
4. All necessary corporate action has been taken by the Company to
adopt the Plan, and the Plan is a validly existing plan of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
the Chromaline Corporation on Form S-8 relating to the 1995 Stock Incentive Plan
of our report dated January 15, 1999, appearing in Form 10-SB of the Chromaline
Corporation for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 13, 1999
<PAGE>
EXHIBIT 24
THE CHROMALINE CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the Chromaline Corporation,
a Minnesota corporation, does hereby make, constitute and appoint Philip J.
Hourican and Jeffery A. Laabs, and any one of them, the undersigned's true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the undersigned's name, place and stead, to sign and affix the undersigned's
name as such director and/or officer of said Corporation to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.,
in connection with the registration under the Securities Act of 1933, of shares
of Common Stock of said Corporation authorized for issuance under said
Corporation's 1995 Stock Incentive Plan, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of December, 1999.
/s/ William C. Ulland
------------------------------------------
William C. Ulland
<PAGE>
THE CHROMALINE CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the Chromaline Corporation,
a Minnesota corporation, does hereby make, constitute and appoint Philip J.
Hourican and Jeffery A. Laabs, and any one of them, the undersigned's true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the undersigned's name, place and stead, to sign and affix the undersigned's
name as such director and/or officer of said Corporation to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.,
in connection with the registration under the Securities Act of 1933, of shares
of Common Stock of said Corporation authorized for issuance under said
Corporation's 1995 Stock Incentive Plan, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of December, 1999.
/s/ Charles H. Andresen
---------------------------------------
Charles H. Andresen
<PAGE>
THE CHROMALINE CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the Chromaline Corporation,
a Minnesota corporation, does hereby make, constitute and appoint Philip J.
Hourican and Jeffery A. Laabs, and any one of them, the undersigned's true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the undersigned's name, place and stead, to sign and affix the undersigned's
name as such director and/or officer of said Corporation to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.,
in connection with the registration under the Securities Act of 1933, of shares
of Common Stock of said Corporation authorized for issuance under said
Corporation's 1995 Stock Incentive Plan, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of December, 1999.
/s/ Gerald W. Simonson
----------------------------------------
Gerald W. Simonson
<PAGE>
THE CHROMALINE CORPORATION
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of the Chromaline Corporation,
a Minnesota corporation, does hereby make, constitute and appoint Philip J.
Hourican and Jeffery A. Laabs, and any one of them, the undersigned's true and
lawful attorneys-in-fact, with power of substitution, for the undersigned and in
the undersigned's name, place and stead, to sign and affix the undersigned's
name as such director and/or officer of said Corporation to a Registration
Statement or Registration Statements, on Form S-8 or other applicable form, and
all amendments, including post-effective amendments, thereto, to be filed by
said Corporation with the Securities and Exchange Commission, Washington, D.C.,
in connection with the registration under the Securities Act of 1933, of shares
of Common Stock of said Corporation authorized for issuance under said
Corporation's 1995 Stock Incentive Plan, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and either of them, full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 16th day of December, 1999.
/s/ David O. Harris
----------------------------------------
David O. Harris
