<TABLE>
As filed with the Securities and Exchange Commission on December 17, 1999 Registration No. 333-
----------
================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
SAMES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-0808480
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) 9201 W. BELMONT AVE. Identification No.)
FRANKLIN PARK, ILLINOIS 60131
(Address, including zip code, of Registrant's principal executive office)
------------------------------------
SAMES EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------
MR. RONALD KOLTZ
VICE PRESIDENT AND CONTROLLER
SAMES CORPORATION
9201 W. BELMONT AVE.
FRANKLIN PARK, ILLINOIS 60131
(847) 737-5970
(Name, address and telephone number, including area code, of Agent for Service)
Copies to:
GUY E. SNYDER, ESQ.
JENNIFER DURHAM KING, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
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CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 100,000 $13.75 $1,375,000 $363.00
================================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Sames Employee Stock Purchase Plan (the "Plan") as the result of stock
splits, stock dividends or similar adjustments of the outstanding Common
Stock pursuant to Rule 416(a).
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share and the registration fee have
been estimated based on the average of the high and low sales prices for
the Common Stock as reported by the American Stock Exchange on December 10,
1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to the registration of 100,000 shares
of Common Stock, $1.00 par value per share, of Sames Corporation (the
"Registrant") reserved for issuance under the Sames Employee Stock Purchase
Plan, (the "Plan"). The issuance and delivery of any shares under the Plan is
conditioned on the approval of the Plan by the Registrant's stockholders at its
Annual Meeting of Stockholders in 2000.
The document containing the information required by this section will be
given to those persons who participate in the Plan, all of whom are required to
be employees of Registrant or certain of its subsidiaries.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Sames Corporation, a Delaware corporation ("Registrant"),
are incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the year ended November 30, 1998 (File
No. 1-01416);
(b) Quarterly Reports on Form 10-Q for the quarters ended August 31, 1999,
May 31, 1999 and February 28, 1999 (File No. 1-01416); and
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A, filed under the Securities
Exchange Act of 1934, as amended, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, 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 are
incorporated by reference in this Registration Statement and are a part hereof
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 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 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.
Section 145 of the Delaware General Corporation Law grants each corporation
organized thereunder the powers to indemnify any individual made party or
threatened to be made party to any threatened, pending or completed action, suit
or proceeding because the individual is or was a director, officer, employee or
agent of the corporation, against actual and reasonable expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred with
respect to an action, suit or proceeding if the individual acted in good faith,
and the individual reasonably believed: (a) that the individual's conduct was in
the corporation's best interests; (b) that the individual's conduct was at least
not opposed to the corporation's best interests; and (c) in the case of any
criminal proceeding, that the individual had no reasonable cause to believe the
individual's conduct was unlawful. However, there will be limited or no
indemnification for directors, officers, employees or agents adjudged to be
liable to the corporation where such individuals are parties to any action by or
in the right of the corporation.
Section Eighth of the Registrant's Restated Certificate of Incorporation
states as follows:
EIGHTH: (1) No person who was or is a director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (a) for any
breach of the duty of loyalty to the Corporation or its stockholders, (b) for
acts or admissions not in good faith or which involve intentional misconduct or
knowing violation of law, (c) under section 174 of the General Corporation Law
of Delaware, or (d) for any transaction from which the director derived an
improper personal benefit.
2
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If the General Corporation Law of Delaware is amended after the effective date
of this Article to further eliminate or limit, or to authorize further
elimination or limitation of, the personal liability of directors for breach of
fiduciary duty as a director, the personal liability of a director to this
Corporation or its stockholders shall be eliminated or limited to the full
extent permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect the elimination or limitation of
the personal liability of a director for any act or omission occurring prior to
the effective date of such repeal or modification. This provision shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to the effective date of this Section.
(2) (a) The Corporation shall, to the fullest extent to which it is
empowered to do by the General Corporation Law of Delaware or any other
applicable laws, as may from time to time be in effect, indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or, officer, of another corporation, partnership, joint venture, trust
or other enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to the liable to the
Corporation unless and only to the extent that the Court of Chancery of the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
claim, suit or proceeding referred to in subsections (a) and (b) of this
Section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth in subsections (a) and (b)
of this Section. Such determination shall be made (1) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Section. Such expenses
incurred
3
<PAGE>
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(f) Persons who are not covered by the foregoing provisions of this Section
and who are or were employees or agents of the Corporation, or are or were
serving at the request of the Corporation as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to time by the
board of directors.
(g) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
(h) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section or the General Corporation Law of Delaware. The
Corporation shall have the power to enter into insurance maintenance agreements
with such persons, the terms of which may require the Corporation to purchase
insurance for such persons in such scope, coverage and amounts as the
Corporation agrees to. In the event that the Corporation fails to purchase
insurance as provided for in any such agreement, the Corporation may obligate
itself, in accordance with the terms any such agreement, to pay to such persons
the amount specified by the agreement as if insurance was in effect.
(i) For purposes of this Section, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(j) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interest of the Corporation" as referred to in this Section.
(k) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall enure to the benefit of the heirs, executors and
administrators of such a person.
Article III, Section 6 of the Registrant's By-laws provides as follows:
(a) The Corporation shall, to the fullest extent to which it is
empowered to do by the General Corporation Law of Delaware or any other
applicable laws, as may from time to time be in effect, indemnify any person who
was or is, or is threatened to be made, a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation,) by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees,) judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
4
<PAGE>
in connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had not reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful. The
Corporation may make advances against any such expenses upon terms determined by
the Board of Directors.
(b) The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Section 6, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this Section 6
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Section 6. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this section.
(f) Persons who are not covered by the foregoing provisions of this Section
6 and who are or were employees or agents of the Corporation, or are or were
serving at the request of the Corporation as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to time by the
Board of Directors.
(g) The indemnification provided by this Section 6 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
5
<PAGE>
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to Registrant's Form
10-K for its fiscal year ended November 30, 1993, File No.
1-01416).
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant (incorporated by reference to Exhibit 4.1 to
the Registrant's registration statement on Form S-8, File No.
333-30191).
4.3 Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant.
4.4 By-laws of the Registrant (incorporated by reference to
Exhibit 3.3 to Registrant's Form 10-K for its fiscal year ended
November 30, 1998, File No. 1-01416).
4.5 Amended and Restated Rights Agreement, dated as of February 2,
1990 and amended and restated as of January 21, 1991, between the
Registrant and Harris Trust and Savings Bank, as successor rights
agent (incorporated by reference to Exhibit 4.3 to Registrant's
Form 10-K for its fiscal year ended November 30, 1993, File No.
1-01416).
4.6 Second Amendment to Rights Agreement dated as of August 27, 1998
by and between the Registrant and Harris Trust and Savings Bank
(incorporated by reference to Registrant's Current Report on Form
8-K dated September 2, 1998).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of the Common Stock to be issued in connection with the
Plan.
10.1 Sames Employee Stock Purchase Plan.
23.1 Consent of KPMG LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page of the
Registration Statement).
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 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 set forth in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities
6
<PAGE>
offered herein, 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 of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
[SIGNATURE PAGE TO FOLLOW]
7
<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
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 Franklin Park, State of Illinois, on this 13th day of
December, 1999.
SAMES CORPORATION
By: /s/ Arnold H. Dratt
----------------------------------------
Arnold H. Dratt
President,
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned does hereby make,
constitute and appoint Arnold H. Dratt his attorney-in-fact and agent with full
power of substitution, to execute for him and in his behalf in any and all
capacities the Registration Statement on Form S-8 relating to the Sames Employee
Stock Purchase Plan, any amendments thereto (including post-effective
amendments), and any other documents incidental thereto, and to file the same,
with all exhibits thereto and all other required documents, with the Securities
and Exchange Commission. Each of the undersigned further grants unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection with the
said filing, 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
and/or any of 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Wayne F. Edwards Chairman of the Board December 13, 1999
- ------------------------
Wayne F. Edwards
/s/ Arnold H. Dratt President, Chief Executive Officer December 13, 1999
- ----------------------- and Director
Arnold H. Dratt (principal executive officer)
/s/ Ronald A. Koltz Vice President, December 13, 1999
- ----------------------- Controller-Corporate Accounting
Ronald A. Koltz (principal accounting and
financial officer)
/s/ Clifford J. Vaughan Director December 13, 1999
- -----------------------
Clifford J. Vaughan
/s/ Philippe Vuillerme Director December 14, 1999
- -----------------------
Philippe Vuillerme
8
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to Registrant's Form 10-K for its fiscal
year ended November 30, 1993, File No. 1-01416).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 4.1 to the
Registrant's registration statement on Form S-8, File No. 333-30191).
4.3 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant.
4.4 By-laws of the Registrant (incorporated by reference to Exhibit 3.3 to
Registrant's Form 10-K for the fiscal year ended November 30, 1998,
File No. 1-01416).
4.5 Amended and Restated Rights Agreement, dated as of February 2, 1990
and amended and restated as of January 21, 1991, between the
Registrant and Harris Trust and Savings Bank, as successor rights
agent (incorporated by reference to Exhibit 4.3 to Registrant's Form
10-K for its fiscal year ended November 30, 1993, File No. 1-01416).
4.6 Second Amendment to Rights Agreement dated as of August 27, 1998 by
and between the Registrant and Harris Trust and Savings Bank
(incorporated by reference to Registrant's Current Report on Form 8-K
dated September 2, 1998).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality of
the Common Stock to be issued in connection with the Plan.
10.1 Sames Employee Stock Purchase Plan.
23.1 Consent of KPMG LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
5.1).
24.1 Powers of Attorney (included on signature page of Registration
Statement).
9
EXHIBIT 4.3
-----------
BINKS SAMES CORPORATION
(A DELAWARE CORPORATION)
CERTIFICATE OF AMENDMENT
OF THE RESTATED
CERTIFICATE OF INCORPORATION
BINKS SAMES CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), pursuant to Section 242 of
The General Corporation Law of the State of Delaware (the "Corporation Law"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Restated Certificate of Incorporation of the Corporation:
RESOLVED, that Article FIRST of the Certificate of Incorporation be
amended to read in its entirety as follows:
FIRST: The name of this Corporation is
SAMES CORPORATION
SECOND: That the foregoing amendment to the Restated Certificate of
Incorporation of the Corporation was duly approved and adopted by the
Stockholders of the Corporation on April 27, 1999, in accordance with the
provisions of Section 242 of the Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by Arnold H. Dratt, its President, and attested by Guy E. Snyder, its
Secretary, the 15th day of May, 1999.
BINKS SAMES CORPORATION
/s/ Arnold H. Dratt
--------------------------
Arnold H. Dratt, President
ATTEST:
/s/ Guy E. Snyder
- ------------------------
Guy E. Snyder, Secretary
EXHIBIT 5.1
-----------
VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE,
KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
December 14, 1999
Sames Corporation
9201 W. Belmont Avenue
Franklin Park, IL 60131
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are acting as counsel to Sames Corporation (the "Company") in connection
with the filing with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") relating to up to 100,000
shares of the Company's common stock, $1.00 par value (the "Common Stock"). The
Common Stock is issuable under the Sames Employee Stock Purchase Plan (the
"Plan"). The opinion set forth below relates only to the shares of Common Stock
issuable pursuant to the Plan which is covered by the Registration Statement.
In connection with our opinion, we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Restated Certificate of Incorporation, as amended, and the
By-Laws of the Company, the Plan, as well as such other corporate records,
documents and papers as we deemed necessary to examine for purposes of this
opinion. In making such examination, we have assumed as true, the authenticity,
accuracy and completeness of all documents submitted to us as originals, the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies and the genuineness of all
signatures. We have also assumed as true, without independent review or
verification, facts certified to us by certain executive officers of the Company
and by public officials.
Based on the foregoing and subject to the approval of the Plan by the
Registrant's stockholders at its 2000 Annual Meeting of Stockholders, we are of
the opinion that the 100,000 shares of Common Stock when issued by the Company
in accordance with the Plan will be duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock.
The opinion expressed herein is limited to the federal securities laws and
the laws of the State of Illinois currently in effect.
We hereby consent to the use of this opinion in connection with the
Registration Statement and to references to our firm therein.
Sincerely,
/s/ Vedder, Price, Kaufman & Kammholz
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VEDDER, PRICE, KAUFMAN & KAMMHOLZ
EXHIBIT 10.1
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SAMES EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
SAMES CORPORATION
Certification
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I, Ronald Koltz, Vice President of Sames Corporation, a Delaware
corporation, do hereby certify that attached hereto is a true and correct copy
of the SAMES EMPLOYEE STOCK PURCHASE PLAN.
Dated this 13th day of December, 1999.
/s/ Ronald Koltz
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Vice President as Aforesaid
<PAGE>
SAMES EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
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Section Page
1. Purpose..................................................................1
2. Definitions..............................................................1
3. Plan Administration......................................................2
(a) Committee Members..................................................2
(b) Powers and Duties of the Committee.................................2
(c) Committee Action...................................................3
(d) Exoneration of Committee Members...................................3
4. Eligibility to Participate in Offerings..................................3
5. Offerings................................................................3
6. Participation in Offerings...............................................3
7. Payroll Deductions.......................................................4
8. Grant of Option..........................................................4
9. Exercise of Option.......................................................4
10. Delivery.................................................................5
11. Withdrawal; Termination of Employment....................................5
12. Interest.................................................................5
13. Stock Subject to the Plan................................................6
14. Disposition Upon Death...................................................6
15. Transferability..........................................................6
16. Share Transfer Restrictions..............................................6
17. Amendment or Termination.................................................6
18. Notices..................................................................7
19. Effective Date of Plan...................................................7
20. Miscellaneous. .........................................................7
(a) Headings and Gender................................................7
(b) Governing Law......................................................7
(c) Plan Not A Contract of Employment..................................7
i
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SAMES EMPLOYEE STOCK PURCHASE PLAN
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1. Purpose. The purpose of this Sames Employee Stock Purchase Plan (the
"Plan") is to advance the interests of Sames Corporation, a Delaware corporation
("the Company"), and its shareholders by providing Eligible Employees (as
defined in section 2(g) below) of the Company and its Designated Subsidiaries
(as defined in section 2(f) below) with an opportunity to acquire an ownership
interest in the Company by purchasing Common Stock (as defined in Section 2(c)
below) on favorable terms through payroll deductions. It is the intention of the
Company that the Plan, as applied to Employees resident in the United States of
America, qualify as an "employee stock purchase plan" under section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, provisions
of the Plan shall be construed so as to extend and limit participation in a
manner consistent with the requirements of section 423 of the Code. As applied
to an Employee resident in a country other than the United States of America,
the Plan shall not be subject to section 423 of the Code and the terms of the
Plan may be subject to an appendix to the Plan corresponding to the Employee's
resident country.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Business Day" means a day when the American Stock Exchange is open.
(c) "Common Stock" means the common stock, par value $1.00 per share, of
the Company, or the number and kind of shares of stock or other
securities into which such common stock may be changed in accordance
with section 13 of the Plan.
(d) "Committee" means the entity administering the Plan, as provided in
section 3 below.
(e) "Compensation" means the total base compensation, including salary,
wages, overtime pay, and commission, paid to an Eligible Employee by
reason of his or her employment with an Employer as an employee
(determined prior to any reduction thereof by operation of a salary
reduction election under a plan described in section 401(k) of the
Code or section 125 of the Code), as reported on Form W-2, but
excluding bonuses, incentive compensation and any amounts not paid in
cash which are required to be accounted for as imputed income on Form
W-2, any reimbursements of expenses, automobile allowances and amounts
under stock incentives or stock options.
(f) "Designated Subsidiary" means a Subsidiary that has been designated by
the Board from time to time, in its sole discretion, as eligible to be
an Employer in the Plan.
(g) "Eligible Employee" means, with respect to any Offering, an individual
who is an Employee at all times during the period beginning on the
Offering Date and ending on the day three (3) months before the
Termination Date.
(h) "Employee" means any person, including an Insider, who has attained
the age of maturity so that he or she is considered to be an adult in
the jurisdiction where he or she resides and is employed by an
Employer, but, exclusive of any person who is classified by an
Employer as an independent contractor.
(i) "Employer" means, collectively, the Company and any of its Designated
Subsidiaries.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(k) "Fair Market Value" generally means, with respect to any share of
Common Stock, as of any date under the Plan, the closing price of the
Common Stock on the American Stock Exchange on a particular date.
(l) "Insider" means any Participant who is subject to section 16 of the
Exchange Act.
<PAGE>
(m) "Offering" means any of the offerings to Participants of options to
purchase Common Stock under the Plan, each continuing until the last
Business Day of a calendar year quarter, as described in section 5
below.
(n) "Offering Date" means the first day of the period of an Offering under
the Plan, as described in section 5 below.
(o) "Option Price" means the lesser of: (i) 85% of the Fair Market Value
of one share of Common Stock on the Offering Date, or (ii) 85% of the
Fair Market Value of one share of Common Stock on the Termination
Date.
(p) "Participant" means an Eligible Employee who elects to participate in
Offerings under the Plan pursuant to section 6 below.
(q) "Securities Act" means the Securities Act of 1933, as amended.
(r) "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations, beginning with the Company if, at the
time an option is granted under the Plan, each of the corporations,
other than the last corporation in the unbroken chain, owns stock
possessing 50 percent or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
(s) "Termination Date" means the last day of the period of an Offering
under the Plan, as described in section 5 below.
3. Plan Administration.
(a) Committee Members. The administration of the Plan shall be under the
supervision of the committee for the Plan (the "Committee") appointed
by the Board from time to time. Members of the Committee shall serve
at the pleasure of the Board and may be removed by the Board at any
time without prior written notice. A Committee member may resign by
giving written notice to the Board.
(b) Powers and Duties of the Committee. The Committee will have full power
to administer the Plan in all of its details, subject to the
requirements of applicable law. For this purpose, the Committee's
powers will include, but will not be limited to, the following
authority, in addition to all other powers provided by this Plan:
(i) To adopt and apply, in a uniform and nondiscriminatory manner to
all persons similarly situated, such rules and regulations as it
deems necessary or proper for the efficient and proper
administration of the Plan, including the establishment of any
claims procedures that may include a requirement that all
disputes that cannot be resolved between a Participant and the
Committee will be subject to binding arbitration;
(ii) To interpret the Plan and decide all questions concerning the
Plan, such as the eligibility of any person to participate in the
Plan, and the respective benefits and rights of Participants and
others entitled thereto and the exclusive power to remedy
ambiguities, inconsistencies or omissions in the terms of the
Plan;
(iii) To appoint such agents, counsel, accountants, consultants and
other persons as may be required to assist in administering the
Plan;
(iv) To allocate and delegate its responsibilities under the Plan and
to designate other persons to carry out any of its
responsibilities under the Plan;
(v) To prescribe such forms as may be necessary or appropriate for
Employees to make elections under the Plan or to otherwise
administer the Plan; and
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(vi) To do such other acts as it deems necessary or appropriate to
administer the Plan in accordance with its terms, or as may be
provided for or required by law.
(c) Committee Action. The certificate of a Committee member designated by
the Committee that the Committee has taken or authorized any action
shall be conclusive in favor of any person relying on, or subject to,
the certificate. Any interpretation of the Plan, and any decision on
any matter within the discretion of the Committee, made by the
Committee in good faith shall be final and binding on all persons. A
majority of the members of the Committee shall constitute a quorum.
The Committee shall act by majority approval of the members and shall
keep minutes of its meetings. Action of the Committee may be taken
without a meeting if unanimous written consent is given. Copies of
minutes of the Committee's meetings and of its actions by written
consent shall be kept with the corporate records of the Company.
(d) Exoneration of Committee Members. No member of the Committee shall be
liable for any action or determination made in good faith with respect
to the Plan or any option granted under it. The Company hereby agrees
to indemnify, defend and hold harmless, to the fullest extent
permitted by law, any Committee member against any and all
liabilities, damages, costs and expenses (including attorneys' fees
and amounts paid in settlement of any claims approved by the Company)
occasioned by any act or omission to act in connection with the Plan,
if such act or omission was not due to the gross negligence or willful
misconduct of the Committee member.
4. Eligibility to Participate in Offerings.
(a) An Eligible Employee is entitled to participate in Offerings in
accordance with sections 5 and 6, beginning with the first Offering
Date after an Employee has been employed by an Employer for 30
consecutive days, subject to the limitations imposed by section 423 of
the Code.
(b) Notwithstanding any provisions of the Plan to the contrary: (i) no
Employee shall be granted an option under the Plan if immediately
after the grant, such Employee (or any other person whose stock
ownership would be attributed to such Employee pursuant to section
424(d) of the Code) would own shares of Common Stock and/or hold
outstanding options to purchase shares of Common Stock possessing 5%
or more of the total combined voting power or value of all classes of
shares of the Company or of any Subsidiary.
5. Offerings. Options to purchase shares of Common Stock shall be offered
to Participants under the Plan through a continuous series of Offerings, each
beginning on the first Business Day of a calendar year quarter (the "Offering
Date"), and each Offering shall terminate on the last Business Day of a calendar
year quarter corresponding to the Offering Date (the "Termination Date"). The
first Offering under the Plan, however, shall have an Offering Date of January
3, 2000 and a Termination Date of March 31, 2000. Offerings under the Plan shall
continue until either (a) the Committee decides, in its sole discretion, that no
further Offerings shall be made because the Common Stock remaining available
under the Plan is insufficient to make an Offering to all Eligible Employees, or
(b) the Plan is terminated in accordance with section 17 below. Notwithstanding
the foregoing, Offerings will be limited under the Plan so that no Eligible
Employee will be permitted to purchase shares of Common Stock under all
"employee stock purchase plans" (within the meaning of section 423 of the Code)
of the Company and its Subsidiaries in excess of $25,000 of the Fair Market
Value of such shares of Common Stock (determined at the time of an Offering
Date) for each calendar year in which an Offering is outstanding at any time.
6. Participation in Offerings.
(a) An Eligible Employee may participate in Offerings under the Plan by
completing a subscription agreement authorizing payroll deductions on
the form provided by the Company (the "Enrollment Form") and filing
the Enrollment Form with the Company (pursuant to such standards as
procedures established by the Committee) at least 15 Business Days
before the Offering Date of the first Offering in which such Employee
wishes to participate.
3
<PAGE>
(b) Except as provided in section 7(a) below, payroll deductions for a
Participant shall begin with the first payroll following the
applicable Offering Date, and shall continue until the Plan is
terminated, subject to a withdrawal from the Plan by the Participant
as provided in section 11 below or increases or decreases by the
Participant in the amount of payroll deductions as provided in section
7(c) below.
7. Payroll Deductions.
(a) By completing and filing an Enrollment Form, an Eligible Employee
shall elect to have payroll deductions withheld from his or her total
Compensation on each payday during the time he or she is a Participant
in the Plan in such amount as he or she shall designate on the
Enrollment Form; provided, however, that: (i) payroll deductions must
be in such percentages or whole dollar amounts, as determined by rules
established by the Committee which may change from time to time to
provide for the efficient administration of the Plan; (ii) the
Committee may establish rules limiting the amount of an Eligible
Employee's Payroll Deductions, except that any percentage or dollar
limitation must apply uniformly to all Eligible Employees; (iii) and
no Participant's payroll deductions shall be more than $21,250 (U.S.)
per calendar year.
(b) All payroll deductions authorized by a Participant shall be credited
to an account established under the Plan for the Participant. The
funds represented by such account shall be held as part of the
Company's general assets, usable for any corporate purpose, and the
Company shall not be obligated to segregate such funds. A Participant
may not make any separate cash payment or contribution to such
account.
(c) No increases or decreases of the amount of payroll deductions for a
Participant may be made during an Offering. A Participant may increase
or decrease the amount of his or her payroll deductions under the Plan
for subsequent Offerings by completing a new Enrollment Form and
filing it with the Company (pursuant to such standards and procedures
established by the Committee) at least 15 Business Days prior to the
next Offering Date. Such increase or decrease will become effective on
or as soon as administratively practicable following such Offering
Date.
(d) A Participant may discontinue his or her participation in the Plan at
any time as provided in section 11 below.
8. Grant of Option. On each Offering Date, each Participant shall be
granted (by operation of the Plan) an option to purchase (at the Option Price)
as many shares of Common Stock as he or she will be able to purchase with the
payroll deductions credited to his or her account during his or her
participation in the Offering beginning on such Offering Date. Notwithstanding
the foregoing, the maximum number of shares of Common Stock that an Employee may
purchase under an Offering may not exceed 500 (as may be adjusted from time to
time under section 13(b)).
9. Exercise of Option.
(a) Unless a Participant gives written notice to the Company as provided
in subsection 9(c) below or withdraws from the Plan pursuant to
section 11 below, his or her option for the purchase of shares of
Common Stock granted under an Offering will be exercised automatically
at the Termination Date of such Offering for the purchase of the
number of whole shares of Common Stock that the accumulated payroll
deductions in the Participant's account on such Termination Date will
purchase at the applicable Option Price. Any remaining payroll
deductions attributable to a Participant shall remain in his or her
account and be used for the next offering or be paid to the
Participant pursuant to section 11(a).
(b) No Participant (or any person claiming through such Participant) shall
have any interest in any Common Stock subject to an option under the
Plan until such option has been exercised, at which point such
interest shall be limited to that of a Common Stock shareholder of the
Company. During his or her lifetime, a Participant's option to
purchase shares of Common Stock under the Plan is exercisable only by
him or her.
4
<PAGE>
(c) By written notice to the Company prior to the end of the Business Day
on a Termination Date corresponding to an Offering, a Participant may
elect, effective on such Termination Date, to withdraw all of the
accumulated payroll deductions in his or her account as of the
Termination Date (which will also constitute a notice of termination
and withdrawal pursuant to section 11(a)).
10. Delivery. As promptly as practicable after the Termination Date of each
Offering, the Company shall instruct its transfer agent to note on its ledger
the status of the Participant as a shareholder of the Company and to record the
number of shares of Common Stock purchased by the Participant pursuant to the
Plan. Thereafter, upon the written request of the Participant, the Company will
deliver, or instruct its transfer agent to deliver, to such Participant, a
certificate representing the shares of Common Stock purchased to date by him or
her pursuant to the terms and conditions of the Plan. As soon as
administratively practicable after the Participant's death, certificates for
Shares acquired by the Participant under the Plan that have not been delivered
previously to him or her shall be delivered in accordance with the procedures
specified in Section 14.
11. Withdrawal; Termination of Employment.
(a) A Participant may terminate his or her participation in the Plan and
withdraw all, but not less than all, the payroll deductions credited
to his or her account under the Plan at any time prior to the end of
the Business Day on a Termination Date corresponding to an Offering,
by giving written notice to the Company. Such notice shall state that
the Participant wishes to terminate his or her involvement in the
Plan, specify a Termination Date and request the withdrawal of all of
the Participant's payroll deductions held under the Plan. All of the
Participant's payroll deductions credited to his or her account will
be paid to him or her as soon as practicable after the Termination
Date specified in the notice of termination and withdrawal (or, if no
such date is specified, as soon as practical after receipt of his or
her notice of termination and withdrawal), the Participant's option
for such Offering will be automatically canceled and no further
payroll deductions for the purchase of shares of Common Stock will be
made for such Offering or for any subsequent offering, except in
accordance with a new Enrollment Form filed pursuant to section 6
above.
(b) Upon termination, or notice of termination, of a Participant's
employment for any reason, including retirement or death, any payroll
deductions authorized under section 7 shall be cancelled immediately.
Thereafter, any payroll deductions that were previously accumulated in
the Participant's account prior to his or her termination or notice of
termination will be applied in accordance with the provisions of
Section 9. However, if a termination of employment precludes an
Employee from being classified as an Eligible Employee with respect to
an Offering, then the payroll deductions accumulated in his or her
account will be returned to him or her as soon as practicable after
such termination or, in the case of his or her death, to the person or
persons entitled thereto under section 14 below, and his or her
option(s) will be automatically canceled. For purposes of the Plan,
the termination date of employment shall be the Participant's last
date of actual employment and shall not include any period during
which such Participant receives any severance payments. A transfer of
employment between the Company and a Designated Subsidiary or between
one Designated Subsidiary and another Designated Subsidiary, or
absence or leave approved by the Company, shall not be deemed a
termination of employment under this subsection 11(b).
(c) A Participant's termination and withdrawal pursuant to subsection
11(a) above will not have any effect upon his or her eligibility to
participate in a subsequent Offering by completing and filing a new
Enrollment Form pursuant to section 6 above or in any similar plan
that may hereafter be adopted by the Company.
12. Interest. No interest shall accrue, or be payable, on a Participant' s
payroll deductions under the Plan.
13. Stock Subject to the Plan.
(a) The maximum number of shares of Common Stock that shall be reserved
for sale under the Plan shall be 100,000 shares, subject to adjustment
upon changes in capitalization of the Company as provided in
subsection (b) below. The shares to be sold to Participants under the
Plan may be, at the election
5
<PAGE>
of the Company, either treasury shares or shares authorized but
unissued and may be derived from shares of Common Stock purchased by
the Company. If the total number of shares of Common Stock that would
otherwise be subject to options granted pursuant to section 8 above on
any Termination Date exceeds the number of shares then available under
the Plan (after deduction of all shares for which options have been
exercised or are then outstanding), the Company shall make a pro rata
allocation of the shares of Common Stock remaining available for
issuance in as uniform and equitable a manner as is practicable. In
such event, the Company shall give written notice of such reduction of
the number of shares subject to the option to each Participant
affected thereby and shall return any excess funds accumulated in each
Participant's account as soon as practicable after the Termination
Date of such Offering.
(b) If any option under the Plan is exercised after any Common Stock
dividend, split-up, recapitalization, merger, consolidation,
combination or exchange of Common Stock or the like, occurring after
the shareholders of the Company approve the Plan, the number of shares
of Common Stock to which such option shall be applicable and the
Option Price for such Common Stock shall be appropriately adjusted by
the Company.
14. Disposition Upon Death. If a Participant dies, shares of Common Stock
and/or cash, if any, attributable to the Participant's account under the Plan
(when cash or shares of Common Stock are held for his or her account prior to
exercise of options corresponding to an Offering) shall be delivered to his or
her surviving spouse; or, if there is no surviving spouse, to the executor or
administrator of the estate of the Participant; or, if no such executor or
administrator has been appointed (to the knowledge of the Company), to his or
her next of kin.
15. Transferability. Neither payroll deductions credited to a Participant's
account nor any rights relating to the exercise of an option or to receive
shares of Common Stock under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in section 14 above) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with section 11(a) above.
16. Share Transfer Restrictions.
(a) Shares of Common Stock shall not be issued under the Plan unless such
issuance is either registered under the Securities Act or is exempt
from such registrations.
(b) Shares of Common Stock issued under the Plan may not be sold,
assigned, transferred, pledged encumbered, or otherwise disposed of
(whether voluntarily or involuntarily) except pursuant to registration
under the Securities Act or pursuant to exemptions from registration.
(c) Notwithstanding any other provision of the Plan or any documents
entered into pursuant to the Plan, except as permitted by the
Committee in its sole discretion, any shares of Common Stock issued to
a Participant who is an Insider may not be sold, assigned,
transferred, pledged, encumbered or otherwise disposed of for a
six-month period until after the Option Price is determined on a
Termination Date corresponding to the Offering with respect to which
they were issued.
17. Amendment or Termination. The Plan may be amended by the Committee from
time to time to the extent that the Committee deems necessary or appropriate in
light of, and consistent with, section 423 of the Code; provided, however, that
any amendment that either changes the composition, function or duties of the
Committee or modifies the terms and conditions pursuant to which options are
granted hereunder must be approved by the Board. The Board also may terminate
the Plan or the granting of options pursuant to the Plan at any time; provided,
however, that the Board shall not have the right to modify, cancel, or amend any
outstanding option granted pursuant to the Plan before such termination unless
each Participant consents in writing to such modification, amendment or
cancellation. The Plan shall terminate automatically if it is not approved by
the Shareholders of the Company, in accordance with Treas. Reg. ss.1.423-2(c),
by April 30, 2000. Notwithstanding the foregoing, no amendment adopted by either
the Committee or the Board shall be effective, without approval of the
shareholders of the Company, if shareholder approval of the amendment is then
required pursuant to section 423 of the Code.
6
<PAGE>
18. Notices. All notices or other communications by a Participant to the
Company in connection with the Plan shall be deemed to have been duly given when
received by the Secretary of the Company or by any other person designated by
the Company for the receipt of such notices or other communications, in the form
and at the location specified by the Company.
19. Effective Date of Plan. The Plan shall be effective as of January 1,
2000. The Plan has been adopted by the Board subject to shareholder approval,
and prior to shareholder approval shares of Common Stock issued under the Plan
are subject to such approval.
20. Miscellaneous.
(a) Headings and Gender. The headings to sections in the Plan have been
included for convenience of reference only. The masculine pronoun
shall include the feminine and the singular the plural, whenever
appropriate. Except as otherwise expressly indicated, all references
to sections in the Plan shall be to sections of the Plan.
(b) Governing Law. The Plan shall be interpreted and construed in
accordance with the internal laws of the State of Illinois to the
extent that such laws are not superseded by the laws of the United
States of America.
(c) Plan Not A Contract of Employment. The Plan does not constitute a
contract of employment and participation in the Plan does not give any
Employee or Participant the right to be retained in the employ of the
Company or a Designated Subsidiary, nor give any person a right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.
7
EXHIBIT 23.1
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CONSENT OF KPMG LLP
The Board of Directors
Sames Corporation:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Sames Corporation of our report dated February 22, 1999 relating
to the consolidated balance sheets of Binks Sames Corporation and consolidated
subsidiaries as of November 30, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended November 30, 1998, which report appears in
the November 30, 1998 annual report on Form 10-K of Binks Sames Corporation.
/s/ KPMG LLP
-----------------------------
KPMG LLP
Chicago, Illinois
December 14, 1999
