As filed with the Securities and Exchange Commission on
September 27, 1994.
Registration No. 33-____________
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Wyle Laboratories
(Exact name of registrant as specified in its charter)
___________________
California 95-1779998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15370 Barranca Parkway, Irvine, California 92619
(Address of principal executive offices)
WYLE LABORATORIES 1993 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Stephen D. Natcher
Vice President - Administration, General Counsel
and Secretary
15370 Barranca Parkway, Irvine, California 92619
(Name and address of agent for service)
___________________
Telephone number, including area code,
of agent for service: (714) 453-4312
___________________
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
- --------------------------------------------------------------------------
Common Stock, 125,000(1),(2) $18.4375(3) $2,304,687.50(3) $794.72(3)
without par shares
value
- --------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number
of shares of Common Stock stated above, options to purchase
the shares of Common Stock covered by the Prospectus and,
pursuant to Rule 416, an additional indeterminate number of
shares which by reason of certain events specified in the Plan
may become subject to the Plan.
(2) Each share is accompanied by a preferred share purchase right
pursuant to the Registrant's Rights Agreement, dated
September 28, 1989, with Bank of America NT & SA, as
Rights Agent.
(3) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and
low prices of the Common Stock on September 22, 1994, as
reported on the New York Stock Exchange and published in
The Western Edition of the Wall Street Journal.
The Exhibit Index for this Registration Statement is at
page 9.
=====================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Act"). Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Act. These documents,
which include the statement of availability required by Item
2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Wyle Laboratories (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1993;
(b) Quarterly Reports on Form 10-Q for the Company's
quarterly periods ended March 31, 1994 and June 30,
1994; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed on October 27, 1989, and any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document,
all or a portion of which is 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
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, without par value, (the
"Common Stock") is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the original issuance of the Common
Stock registered hereby is passed on for the Company by
Stephen Natcher, Vice President - Administration, General
Counsel and Secretary of the Company. Mr. Natcher is
compensated by the Company and is the holder of options to
acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation contain a
provision which eliminates the liability of directors for
monetary damages to the fullest extent permissible under
California law. The General Corporation Law of California
(the "Law") (i) authorizes the elimination of liability of
directors for monetary damages in an action brought by a
shareholder in the right of the Company (referred to herein as
a "derivative action") or by the Company for breach of a
director's duties to the Company and its shareholders and
(ii) authorizes the Company to indemnify directors and
officers for monetary damages for all acts or omissions
committed by them in their respective capacities; provided,
however, that liability is not limited nor may indemnification
be provided for (a) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for
acts or omissions that a director or officer believes to be
contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) for
any transaction from which a director or officer derives an
improper personal benefit, (d) for acts or omissions that show
a reckless disregard for the director's or officer's duty to
the Company or its shareholders in circumstances in which such
person was aware, or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury
to the Company or its shareholders, (e) for acts or omissions
that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's or officer's duty
to the Company or its shareholders, and (f) for liabilities
arising under Section 310 (contracts in which a director has
a material financial interest) and 316 (certain unlawful
dividends, distributions, loans and guarantees) of the Law.
In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is
expressly prohibited by Section 317 of the Law.
The Bylaws of the Company provide that the Company has
the power to indemnify directors and officers to the fullest
extent permitted under California law and the Company's
Articles of Incorporation. The Company has entered into
indemnification agreements with its directors and officers
which require that the Company indemnify such directors and
officers in all cases to the fullest extent permitted by
applicable provisions of the Law. The Company also maintains
a directors' and officers' liability insurance policy insuring
directors and officers of the Company for covered losses as
defined in the policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(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; 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 information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining
any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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 undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<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 Irvine, State of
California, on September 1, 1994.
By: /s/ Charles M. Clough
-----------------------
Charles M. Clough
Its: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Stephen D. Natcher, his true and
lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, each acting
alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Charles M. Clough Chairman of the Board of Directors September 1, 1994
- --------------------- and Chief Executive Officer
Charles M. Clough (Principal Executive Officer)
/s/ Ralph L. Ozorkiewicz President, Chief Operating Officer September 1, 1994
- ------------------------ and Director
Ralph L. Ozorkiewicz
/s/ R. Van Ness Holland, Jr. Executive Vice-President - September 1, 1994
- ---------------------------- Finance, Treasurer and
R. Van Ness Holland, Jr. Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ John B. Farrell Director September 1, 1994
- --------------------------
John B. Farrell
/s/ Theodore M. Freedman Director September 1, 1994
- --------------------------
Theodore M. Freedman
/s/ John R. Herring Director September 1, 1994
- --------------------------
John R. Herring
/s/ Jack S. Kilby Director September 1, 1994
- --------------------------
Jack S. Kilby
/s/ Edward Sanders Director* September 1, 1994
- --------------------------
Edward Sanders
/s/ Stanley A. Wainer Director* September 1, 1994
- --------------------------
Stanley A. Wainer
/s/ Frank S. Wyle Director* September 1, 1994
- --------------------------
Frank S. Wyle
/s/ F. Stephen Wyle Director September 1, 1994
- --------------------------
F. Stephen Wyle
</TABLE>
___________________________________________
*Member of Executive Compensation Committee
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4. Wyle Laboratories 1993 Eligible
Directors' Stock Option Plan
(together with form of Non-Qualified
Stock Option Agreement attached
thereto as Exhibit A).
5. Opinion of Company Counsel (opinion re
legality).
23.1 Consent of Independent Accountants.
23.2 Consent of Company Counsel (included
in Exhibit 5).
24. Power of Attorney (included in this
Registration Statement under "Signatures").
WYLE LABORATORIES
1993 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
PAGE NO.
1. THE PLAN . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . . . 1
1.2 Administration. . . . . . . . . . . . . . . . . 1
1.3 Shares Available for Options. . . . . . . . . . 2
2. THE OPTIONS. . . . . . . . . . . . . . . . . . . . . 2
2.1 Automatic Option Grants . . . . . . . . . . . . 2
2.2 Payment of Exercise Price . . . . . . . . . . . 3
2.3 Option Period . . . . . . . . . . . . . . . . . 3
2.4 Limitations on Exercise and Vesting of
Options . . . . . . . . . . . . . . . . . . . . 4
3. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . 4
3.1 Rights of Participants and Beneficiaries. . . . 4
3.2 No Transferability. . . . . . . . . . . . . . . 5
3.3 Adjustments . . . . . . . . . . . . . . . . . . 5
3.4 Acceleration of Options . . . . . . . . . . . . 6
3.5 Compliance with Laws. . . . . . . . . . . . . . 6
3.6 Plan Amendment, Shareholder Approval and
Suspension. . . . . . . . . . . . . . . . . . . 6
3.7 Privileges of Stock Ownership . . . . . . . . . 7
3.8 Effective Date of Plan. . . . . . . . . . . . . 7
3.9 Term of Plan. . . . . . . . . . . . . . . . . . 7
3.10 Legal Issues. . . . . . . . . . . . . . . . . . 7
4. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . 8
4.1 Definitions . . . . . . . . . . . . . . . . . . 8
<PAGE>
WYLE LABORATORIES
1993 ELIGIBLE DIRECTORS' STOCK OPTION PLAN
1. THE PLAN
1.1 Purpose.
The purpose of this Plan is to promote the success
of the Company by providing an additional means through the
grant of Options to attract, motivate and retain experienced
and knowledgeable Eligible Directors. Capitalized terms are
defined in Article 4.
1.2 Administration.
(a) Board Authority and Powers; Interpretation.
This Plan shall be, to the maximum extent possible, self-
effectuating. This Plan shall be interpreted and, to the
extent any determinations are required hereunder, shall be
administered by the Board. Subject to the express
provisions of this Plan, the Board shall have the authority
to construe and interpret this Plan and any agreements
defining the rights and obligations of the Corporation and
Participants under this Plan.
(b) Binding Determinations. Any action taken by,
or inaction of, the Corporation or the Board relating or
pursuant to this Plan shall be within the absolute
discretion of that entity or body and shall be conclusive
and binding upon all persons. No member of the Board or
officer of the Corporation shall be liable for any such
action or inaction, except in circumstances involving such
person's bad faith.
(c) Reliance on Experts. In making any
determination or in taking or not taking any action under
this Plan, the Board may obtain and may rely upon the advice
of experts, including professional advisors to the
Corporation. No director, officer or agent of the
Corporation shall be liable for any such action or
determination taken or made or omitted in good faith.
(d) Delegation. The Board may delegate
ministerial, non-discretionary functions to individuals who
are officers or employees of the Corporation.
1.3 Shares Available for Options.
Subject to the provisions of Section 3.3, the
capital stock that may be delivered under this Plan shall be
shares of the Corporation's authorized but unissued Common
Stock and any shares of its Common Stock held as treasury
shares.
(a) Number of Shares. The maximum number of
shares of Common Stock that may be delivered pursuant to
Options granted to Eligible Directors under this Plan shall
not exceed 125,000 shares, subject to adjustments
contemplated by Section 3.3.
(b) Reserves for Options. Shares subject to
outstanding Options shall be reserved for issuance. If any
Option to acquire shares of Common Stock under an Option
shall expire or be cancelled or terminated without having
been exercised in full, the undelivered shares subject
thereto shall again be available for purposes of this Plan.
2. THE OPTIONS
2.1 Automatic Option Grants. Subject to adjustments
contemplated by Section 3.3,
(a) Option Grants. Subject to the limitation
under Section 2.1(g), on October 1 in each calendar year
during the term of this Plan, commencing in 1993, there
shall be granted automatically (without any action by the
Board) an Option (the Option Date of which shall be such
date in October) to each person who is then an Eligible
Director to purchase 5,000 shares of Common Stock.
(b) Maximum Number of Shares. Any annual grant
under Section 2.1(a) that would otherwise exceed the maximum
number of shares under Section 1.3(a) shall be prorated
within such limitation among the number of Eligible
Directors entitled thereto.
(c) Option Price. The purchase price per share
of the Common Stock covered by each Option granted pursuant
to this Section 2.1 shall be 100 percent of the Fair Market
Value of the Common Stock on the Option Date.
(d) Option Period and Exercisability. Each
Option granted under this Plan shall become exercisable in
installments at the rate of 33-1/3% of the shares initially
underlying such Option on the first anniversary of the
Option Date and an additional 33-1/3% of such shares on each
of the next two anniversaries thereof.
(e) Effect of Termination of Service. If a
Participant dies while serving as a director or retires from
service as a director in accordance with the Company's
mandatory retirement policy then in effect for outside
directors, any Option granted pursuant to this Plan then
held by such Participant shall immediately become and shall
remain fully exercisable for 36 months after the date of such
termination or until the expiration of the stated term of such
Option, whichever first occurs, and shall then terminate. If
a Participant's services as a member of the Board terminate
for any other reason, then any portion of an Option granted
pursuant to this Plan which is not then exercisable shall
terminate and any portion of such Option which is then
exercisable may be exercised for 36 months after the date of
such termination or until the expiration of the stated term,
whichever first occurs, and shall then terminate.
(f) Nonqualified Options. Each Option granted
under this Plan is intended to be a nonqualified stock
option (i.e., not an "incentive stock option") under the
Code and shall be so designated.
(g) Director Share Limit. Notwithstanding
anything else contained herein, an Eligible Director shall
not receive Options to purchase more than 10,000 shares
under this Plan; provided, however, that the maximum number
of shares may be subject to adjustments in accordance with
Section 3.3.
2.2 Payment of Exercise Price.
The exercise price of any Option granted under
this Plan shall be paid in full at the time of each exercise
(i) in cash or by check, (ii) in shares of Common Stock
valued at their Fair Market Value on the date of exercise of
the Option, (iii) partly in such shares and partly in cash,
or (iv) by delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to
promptly deliver to the Corporation the amount of the sale
proceeds necessary to pay the exercise price; provided that
the Corporation shall not be obligated to deliver
certificates for the shares unless and until it receives
full payment of the exercise price therefor. Any shares
used in payment of the exercise price must have been owned
by the Participant at least six months prior to the date of
exercise.
2.3 Option Period.
Each Option granted under this Plan and all rights
or obligations thereunder shall expire ten (10) years after
the Option Date and shall be subject to earlier termination
as provided herein.
2.4 Limitations on Exercise and Vesting of Options.
(a) Provisions for Exercise.
No Option shall be exercisable or shall vest until
at least six (6) months after the initial Option Date, and
once exercisable an Option shall remain exercisable until
the expiration or earlier termination of the Option.
(b) Procedure. Any exercisable Option shall be
deemed to be exercised when the Secretary of the Corporation
receives written notice of such exercise from the
Participant, together with the required payment of the
exercise price.
(c) Fractional Shares/Minimum Issue. Fractional
share interests shall be disregarded, but may be
accumulated. No fewer than 100 shares may be purchased on
exercise of any Option at one time unless the number
purchased is the total number at the time available for
purchase under the Option.
3. OTHER PROVISIONS.
3.1 Rights of Participants and Beneficiaries.
(a) No Service Commitment. Nothing contained in
this Plan (or in any other documents related to this Plan or
to any Option) shall confer upon any Participant any right
to continue to serve as a director of the Corporation nor
shall interfere in any way with the right of the Corporation
to change a director's compensation or other benefits or to
terminate the director's service as a director, with or
without cause. Nothing contained in this Plan or any
document related hereto shall influence the construction or
interpretation of the Corporation's Articles of
Incorporation or Bylaws regarding service on the Board or
adversely affect any independent contractual right of any
Eligible Director without his or her consent thereto.
(b) Plan Not Funded. Options payable under this
Plan shall be payable in shares and no special or separate
reserve, fund or deposit shall be made to assure payment of
such Options. No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in
any specific asset (including shares of Common Stock) of the
Corporation by reason of any Option hereunder. Neither the
provisions of this Plan (or of any related documents), nor
the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary
relationship between the Corporation and any Participant,
Beneficiary or other person.
3.2 No Transferability. Options may be exercised only
by the Participant and shares issuable pursuant to an Option
shall be paid only to the Participant or, to the extent
permitted by applicable law and Rule 16b-3, to a third party
pursuant to such conditions and procedures as the
Corporation may establish. Notwithstanding the preceding
sentence, in the event that a Participant has suffered a
Disability or has died, an Option may be exercised by the
Participant's Personal Representative or Beneficiary,
respectively. Other than by will or the laws of descent and
distribution or pursuant to an express exception (by rule or
official interpretation) to transfer restrictions under Rule
16b-3, no Option nor any right or benefit under this Plan,
including, without limitation, any Option that has not
vested, shall be transferable by the Participant. The
designation of a Beneficiary hereunder shall not constitute
a transfer for these purposes.
3.3 Adjustments.
If there shall occur any extraordinary
distribution in respect of the Common Stock (whether in the
form of Common Stock, other securities, or other property),
or any recapitalization, stock split (including a stock
split in the form of a stock dividend), reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, or exchange of Common Stock or other securities
of the Corporation, or there shall occur any other like
corporate transaction or event in respect of the Common
Stock, or a sale of substantially all of the assets of the
Corporation as an entirety, then the Board shall, in such
manner and to such extent (if any) as may be appropriate and
equitable (1) proportionately adjust any or all of (a) the
number and type of shares of Common Stock (or other
securities) which thereafter may be made the subject of
Options (including the specific maxima and numbers of shares
set forth elsewhere in this Plan), (b) the number, amount
and type of shares of Common Stock (or other securities or
property) subject to any or all outstanding Options and the
vesting provisions of the Options, (c) the grant, purchase,
or exercise price of any or all outstanding Options, (d) the
securities, cash or other property deliverable upon exercise
of any outstanding Options, or (2) in the case of an
extraordinary distribution, merger, reorganization,
consolidation, combination, sale of assets, split-up,
exchange, or spin-off, make provision for a substitution or
exchange of any or all outstanding Options or for a change
in the securities, cash or property deliverable upon
exercise of outstanding Options based upon the distribution
or consideration payable to holders of the Common Stock of
the Corporation upon or in respect of such event; provided,
however, that (i) such adjustment and the Board's actions in
respect thereof are based on objective criteria and (ii)
such adjustment (to the extent consistent with Section
3.10(c)) is consistent with adjustments to comparable
Options (if any) held by persons other than directors of the
Corporation.
3.4 Acceleration of Options.
Upon the occurrence of an Event, each Option
granted under Section 2.1 shall become immediately
exercisable in full; provided, however, that none of the
Options granted under Section 2.1 shall be accelerated to a
date less than six months after the Option Date of such
Option. To the extent that any Option granted under this
Plan is not exercised prior to (i) a dissolution of the
Corporation or (ii) a merger or other corporate event that
the Corporation does not survive, and no provision is (or
consistent with the provisions of Section 3.3 can be) made
for the assumption, conversion, substitution or exchange of
the Option, the Option shall terminate upon the occurrence
of such event.
3.5 Compliance with Laws.
This Plan, the granting and vesting of Options
under this Plan and the issuance and delivery of shares of
Common Stock, and/or of other securities or property
pursuant to Section 3.3, under this Plan or under Options
granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations
(including but not limited to state and federal tax and
securities laws) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion
of counsel for the Corporation, be necessary or advisable in
connection therewith. Any securities delivered under this
Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the
Corporation, provide such assurances and representations to
the Corporation as the Corporation may deem necessary or
desirable to assure such compliance.
3.6 Plan Amendment, Shareholder Approval and
Suspension.
(a) Board Authorization. The Board may, at any
time, terminate or, from time to time, amend, modify or
suspend this Plan, in whole or in part. No Options may be
granted during any suspension of this Plan or after
termination of this Plan, but the Board shall retain
jurisdiction as to Options then outstanding in accordance
with the terms of this Plan.
(b) Shareholder Approval. To the extent required
by law or the provisions of Rule 16b-3, any amendment to
this Plan or any then outstanding Option shall be subject to
shareholder approval.
(c) Limitations on Amendments to Plan and
Options. The provisions of this Plan shall not be amended
more than once every six months (other than as may be
necessary to conform to any applicable changes in the Code
or the rules thereunder), unless such amendment would be
consistent with the provisions of Rule 16b-3(c)(2)(ii)(or
any successor provision). No amendment, suspension or
termination of this Plan or change of or affecting any
outstanding Option shall, without written consent of the
Participant, affect in any manner materially adverse to the
Participant any rights or benefits of the Participant or
obligations of the Corporation under any Option granted
under this Plan prior to the effective date of such change.
Changes contemplated by Section 3.3 shall not be deemed to
constitute changes or amendments for purposes of this
Section 3.6.
3.7 Privileges of Stock Ownership.
Except as otherwise expressly authorized by this
Plan, a Participant shall not be entitled to any privilege
of stock ownership as to any shares of Common Stock subject
to an Option granted under this Plan prior to the
satisfaction of all conditions to the valid exercise of the
Option. No adjustment will be made for dividends or other
rights as a shareholder for which a record date is prior to
such date of delivery.
3.8 Effective Date of Plan.
This Plan shall be effective upon its approval by
the Board, subject to shareholder approval within twelve
(12) months thereafter.
3.9 Term of Plan.
This Plan shall terminate at the close of business
on October 1, 1998, and no Option shall be granted under it
thereafter, but such termination shall not affect any Option
theretofore granted.
3.10 Legal Issues.
(a) Choice of Law. This Plan, the Options, all
documents evidencing Options and all other related documents
shall be governed by, and construed in accordance with the
laws of the State of California.
(b) Severability. If any provision shall be held
by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall
continue in effect.
(c) Plan Construction. It is the intent of the
Corporation that this Plan and Options hereunder satisfy and
be interpreted in a manner that in the case of persons who
are or may be subject to Section 16 of the Exchange Act
satisfies the applicable requirements of Rule 16b-3 so that
such persons will be entitled to the benefits of Rule 16b-3
or other exemptive rules under Section 16 of the Exchange
Act and will not be subjected to avoidable liability
thereunder. If any provision of this Plan or of any Option
would otherwise frustrate or conflict with the intent
expressed above, that provision to the extent possible shall
be interpreted and deemed amended so as to avoid such
conflict, but to the extent of any remaining irreconcilable
conflict with such intent as to such persons in the
circumstances, such provision shall be deemed void.
(d) Non-Exclusivity of Plan. Nothing in this
Plan shall limit or be deemed to limit the authority of the
Board to grant awards or authorize any other compensation
under any other plan or authority.
4. DEFINITIONS
4.1 Definitions.
(a) "Beneficiary" shall mean the person, persons,
trust or trusts entitled by will or the laws of descent and
distribution to receive the benefits specified in the Option
Agreement and under this Plan in the event of a
Participant's death, and shall mean the Participant's
executor or administrator if no other Beneficiary is
identified and able to act under the circumstances.
(b) "Board" shall mean the Board of Directors of
the Corporation or, with respect to administrative matters
(as distinguished from Plan amendments, suspension, or
termination), any duly authorized Committee of members of
the Board designated to administer this Plan.
(c) "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.
(d) "Commission" shall mean the Securities and
Exchange Commission.
(e) "Common Stock" shall mean the Common Stock
of the Corporation and such other securities or property as
may become the subject of Options, or become subject to
Options, pursuant to an adjustment made under Section 3.3 of
this Plan.
(f) "Company" shall mean, collectively, the
Corporation and its Subsidiaries.
(g) "Corporation" shall mean Wyle Laboratories, a
California corporation, and its successors.
(h) "Disability" shall mean a "permanent and
total disability" within the meaning of Section 22(e)(3) of
the Code.
(i) "Eligible Director" shall mean a member of
the Board of Directors of the Corporation who is not an
officer or employee of the Corporation or any Subsidiary at
the time of the grant of the Option.
(j) "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
(k) "Event" shall mean any of the following:
(1) Approval by the shareholders of the
Corporation of the dissolution or liquidation of the
Corporation; or
(2) Approval by the shareholders of the
Corporation of an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities
which are not Subsidiaries, as a result of which less
than 50% of the outstanding voting securities of the
surviving or resulting entity are, or are to be, owned
by former shareholders of the Corporation (excluding
from the term "former shareholders" a shareholder who
is, or as a result of the transaction in question
becomes, an "affiliate," as that term is used in the
Exchange Act and the rules promulgated thereunder, of
any party to such merger, consolidation or
reorganization); or
(3) Approval by the shareholders of the
Corporation of the sale of substantially all of the
Corporation's business and/or assets to a person or
entity which is not a Subsidiary; or
(4) A Change in Control. A "Change in
Control" shall be deemed to have occurred if (A) any
"person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of
the Corporation representing more than 35% or more of
the combined voting power of the Corporation's then
outstanding securities; or (B) during any period of two
consecutive years, individuals who at the beginning of
such period constitute the Board cease for any reason
to constitute at least a majority thereof, unless the
election, or the nomination for election by the
Corporation's shareholders, of each new Board member
was approved by a vote of at least three-fourths of the
Board members then still in office who were Board
members at the beginning of such period.
(l) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended from time to time.
(m) "Fair Market Value" shall mean the closing
price of the Common Stock on the New York Stock Exchange as
reported on the Composite Tape and published in the Western
Edition of The Wall Street Journal, or, if there is no
trading of the Common Stock on the date in question, then
the closing price of the Common Stock so reported on the
next preceding date on which there was trading in the Common
Stock.
(n) "Option" shall mean an option to purchase
Common Stock authorized and granted under this Plan, and
related rights.
(o) "Option Agreement" shall mean a written
agreement setting forth the terms of an Option in
substantially the form as Exhibit A attached hereto,
completed in the manner required by this Plan and executed
on behalf of the Corporation by an executive officer of the
Corporation.
(p) "Option Date" shall mean the applicable date
set forth in Article 2.
(q) "Participant" shall mean an Eligible Director
who has been granted an Option under the provisions of this
Plan.
(r) "Personal Representative" shall mean the
person or persons who, upon the disability or incompetence
of a Participant, shall have acquired on behalf of the
Participant, by legal proceeding or otherwise, the power to
exercise the rights or receive benefits under this Plan and
who shall have become the legal representative of the
Participant.
(s) "Plan" shall mean this 1993 Eligible
Directors' Stock Option Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 as
promulgated by the Commission pursuant to the Exchange Act,
as amended from time to time.
(u) "Subsidiary" shall mean any corporation or
other entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by
the Corporation.
<PAGE>
EXHIBIT A
WYLE LABORATORIES
ELIGIBLE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of
_____________, 19__, between Wyle Laboratories, a California
corporation (the "Corporation"), and ________________ (the
"Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted the Wyle
Laboratories 1993 Eligible Directors' Stock Option Plan (the
"Plan").
WHEREAS, pursuant to Section 2.1 of the Plan, the
Corporation has granted an option (the "Option") to the
Director upon the terms and conditions evidenced hereby, as
required by the Plan, which Option is not intended as and
shall not be deemed to be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, in consideration of the services
rendered and to be rendered by the Director, the Corporation
and the Director agree to the terms and conditions set forth
herein as required by the terms of the Plan.
1. Option Grant. This Agreement evidences the
grant to the Director, as of October 1, 199_ (the "Option
Date"), of an Option to purchase an aggregate of [5,000]
shares of Common Stock under Section 2.1 of the Plan,
subject to the terms and conditions of and to adjustments
provided in or pursuant to the Plan.
2. Exercise Price. The Option entitles the
Director to purchase all or any part of the Option shares at
a price per share of $________, which represents the Fair
Market Value of the shares on the Option Date.
3. Option Term. The Option shall terminate
____________, 19___, unless earlier terminated in accordance
with the terms of the Plan.
4. Exercisability of Option. Except as earlier
permitted by or pursuant to Section 3.4 of the Plan, the
Option shall become exercisable in installments at the rate
of 33-1/3% of the aggregate number of shares set forth in
Section 1 hereof (subject to adjustment) on and after the
first anniversary of the Option Date and as to an additional
33-1/3% of such aggregate number of shares (subject to
adjustment) on each of the second and third anniversaries of
the Option Date.
5. Service. The Director agrees to serve as a
director in accordance with the provisions of the
Corporation's Articles of Incorporation, Bylaws and
applicable law.
6. General Terms. The Option and this Agreement
are subject to, and the Corporation and the Director agree
to be bound by, the provisions of the Plan. Such provisions
are incorporated herein by this reference. The Director
acknowledges receiving a copy of the Plan and reading its
applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms
in the Plan.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
WYLE LABORATORIES
(a California corporation)
By ___________________________
Title ________________________
DIRECTOR
_____________________________
(Signature)
_____________________________
(Print Name)
_____________________________
(Address)
_____________________________
(City, State, Zip Code)
September
26th
1 9 9 4
Wyle Laboratories
15370 Barranca Parkway
Irvine, California 92619
Re: Registration on Form S-8 of Wyle Laboratories (the
"Company")
Gentlemen:
At your request, I have examined the Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 125,000 shares (the
"Shares") of Common Stock, without par value, of the Company (the
"Common Stock"), to be issued pursuant to the Company's 1993
Eligible Directors' Stock Option Plan (the "Plan"). I have
examined the proceedings heretofore taken and to be taken in
connection with the authorization of the Plan and the Common
Stock to be issued pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of
fact and law as I have deemed relevant, I am of the opinion that
the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable
shares of Common Stock.
I consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ Stephen D. Natcher
-------------------------------
Stephen D. Natcher
Vice President - Administration,
General Counsel and Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Form S-8 Registration
Statement and related Prospectus pertaining to Wyle Laboratories
1993 Eligible Directors' Stock Option Plan of our report,
dated March 4, 1994, with respect to the consolidated financial
statements and schedules of Wyle Laboratories, included in its
Annual Report on Form 10-K for the year ended December 31, 1993
filed with the Securities and Exchange Commission.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
September 26, 1994
