<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1994
Registration No. ____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
BIO-RAD LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-1381833
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
1000 Alfred Nobel Drive
Hercules, California 94547
(Address of principal executive offices)
______________
BIO-RAD LABORATORIES, INC. AMENDED 1988 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Copy to:
SANFORD S. WADLER CHRISTOPHER L. KAUFMAN, ESQ.
General Counsel and Secretary Latham & Watkins
Bio-Rad Laboratories, Inc. 505 Montgomery Street, Suite 1900
1000 Alfred Nobel Drive San Francisco, California 94111
Hercules, California 94547 (415) 391-0600
(510) 724-7000
(Name, address, including zip code,
and telephone number including area code,
of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount to maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price (1) fee
-------------- ----------- --------- --------- ------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $1.00
par value 130,000 $14.31 $1,860,300 $641.48
</TABLE>
[FN]
(1)Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) and (c). The Proposed
Maximum Offering Price Per Share is based upon the average of the high
and low prices for the Company's Common Stock on the American Stock
Exchange on April 25, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SECURITIES
By Registration Statements on Form S-8 filed with the Securities and
Exchange Commission on November 16, 1988, and September 4, 1992, Registration
File No. 33-25583 and 33-51928, respectively, (the "Prior Registration
Statements"), Bio-Rad Laboratories, Inc., a Delaware corporation (the
"Company"), previously registered 300,000 shares of the Class A Common Stock,
par value $1.00 per share (the "Common Stock"), of the Company reserved for
issuance from time to time in connection with the Bio-Rad Laboratories Amended
1988 Employee Stock Purchase Plan, (the "Plan"). The Plan has been further
amended and the number of shares of Common Stock issuable thereunder has been
increased to 430,000. Under this Registration Statement, the Company is
registering the additional 130,000 shares of Common Stock issuable under the
Plan. The contents of the Prior Registration Statements are incorporated by
reference herein.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of Common Stock offered hereby are being
passed upon for the Company by Sanford S. Wadler, General Counsel and
Secretary of the Company.
Item 8. Exhibits
4.1 Bio-Rad Laboratories, Inc. Amended 1988 Employee Stock Purchase Plan
5.1 Opinion of Sanford S. Wadler, General Counsel and Secretary of the
Company
23.1 Consent of Independent Public Accountants.
23.2 Consent of Sanford S. Wadler, General Counsel and Secretary of the
Company (included in Exhibit 5.1).
24 Power of Attorney (incorporated in the signature page to the
Registration Statement--see pages 2 and 3).
1.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Hercules, California on
April 28, 1994.
BIO-RAD LABORATORIES, INC.
By: /s/ Sanford S. Wadler
Name: Sanford S. Wadler
Title: General Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints David Schwartz and Thomas L.
Braje and each acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments or
supplements 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 attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with respect to this Registration Statement
or any amendments or supplements hereto 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 attorneys-in-fact and agents, each acting alone,
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, as
amended, this Registration Statement has been signed by the following persons
in their respective capacities with Bio-Rad Laboratories, Inc. and on the dates
indicated.
2.
<PAGE>
Signature Title Date
President April 28, 1994
/s/ David Schwartz and Director
David Schwartz
/s/ James J. Bennett Director April 28, 1994
James J. Bennett
/s/ Albert J. Hillman Director April 28, 1994
Albert J. Hillman
/s/ Philip L. Padou Director April 28, 1994
Philip L. Padou
/s/ Alice N. Schwartz Director April 28, 1994
Alice N. Schwartz
/s/ Burton A. Zabin Director April 28, 1994
Burton A. Zabin
Vice President, April 28, 1994
/s/ Thomas L. Braje Chief Financial Officer
Thomas L. Braje
Principal Accounting April 28, 1994
/s/ James R. Stark Officer
James R. Stark
3.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 Bio-Rad Laboratories, Inc. Amended 1988
Employee Stock Purchase Plan . . . . . . . . . . . 7
5.1 Opinion of Sanford S. Wadler, General Counsel
and Secretary of the Company . . . . . . . . . . . 5
23.1 Consent of Independent Public Accountants . . . . . . 6
23.2 Consent of Sanford S. Wadler, General Counsel
and Secretary of the Company (included in Exhibit 5.1)
24 Power of Attorney (incorporated in the signature page
to the Registration Statement (see pp. 2 and 3)
4.
<PAGE>
Exhibit 5.1
April 28, 1994
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Re: Bio-Rad Laboratories, Inc. Class A Common Stock,
par value $1.00 per share
Ladies and Gentlemen:
I have examined the Registration Statement of Form S-8 (the
"Registration Statement"), which Bio-Rad Laboratories, Inc. (the "Company")
intends to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of an
additional 130,000 shares of Class A common stock, par value $1.00 per share
(the "Shares") in connection with the Bio-Rad Laboratories, Inc. Amended 1988
Employee Stock Purchase Plan (the "Plan"). I am familiar with the Plan. I am
familiar with the proceedings undertaken by the Company in connection with the
issuance of the Shares under the Plan and the authorization of such issuance
thereunder, and have examined such documents and such questions of law and
fact as I have deemed necessary in order to express the opinion hereinafter
stated.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon issuance of the Shares under the terms of the Plan
and delivery and payment therefor of legal consideration in excess of the
aggregate par value of the Shares issued, such Shares will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Interests
of Named Experts and Counsel" contained in Part II of the Registration
Statement.
Very truly yours,
/s/ Sanford S. Wadler
Sanford S. Wadler
General Counsel and Secretary
5.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
February 18, 1994, included in Bio-Rad Laboratories, Inc.'s Form 10-K for the
year ended December 31,1993.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
San Francisco, California,
April 28, 1994
6.
<PAGE>
Exhibit 4.1
BIO-RAD LABORATORIES, INC.
AMENDED 1988 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose
The Bio-Rad Laboratories, Inc., Amended 1988 Stock Purchase Plan
(the "Plan") is designed to encourage and assist employees of Bio-Rad
Laboratories, Inc. (the "Company") to acquire an equity interest in the
Company through the purchase of shares of Common Stock.
2. Administration
The Plan shall be administered by the Board of Directors (or a
committee of two or more directors, each of whom is a "disinterested person"
as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which in either case is referred to as the "Board") in
accordance with Rule 16b-3. Such committee or such other persons (who need
not be directors) as the Board may from time to time select (the
"Administrator"), shall be responsible for any matters for which
"disinterested administration" is not required by Rule 16b-3. Subject to the
express provisions of the Plan, the overall supervision of the Board and to
the limitations of Section 423 or any successor provision of the Internal
Revenue Code of 1986, as amended, the Administrator may administer and
interpret the Plan in any manner it believes to be desirable, and any such
interpretation shall be conclusive and binding on the Company and all
participants.
3. Number of Shares
The Company has reserved for sale under the Plan 300,000 shares of
Common Stock. 430,000 shares may be sold under the Plan of which 300,000
shares may be newly issued shares and 130,000 shares may be reacquired in
private transactions or open market purchases.
In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of the Company, the Administrator may make such adjustment, if any,
as it deems appropriate in the number, kind and purchase price of the shares
available for purchase under the Plan and in the maximum number of shares
subject to any option under the Plan.
4. Eligibility Requirements
Each employee, except those described in the next paragraph, shall
become eligible to participate in the Plan in accordance with Section 5 on the
7
<PAGE>
first Enrollment Date following six months of employment by the Company.
Participation in the Plan is entirely voluntary.
The following employees are not eligible to participate in the
Plan:
(i) employees who would, immediately upon enrollment in the Plan,
own directly or indirectly, or hold options or rights to acquire, an aggregate
of 5% or more of the total combined voting power or value of all outstanding
shares of all classes of the Company or any subsidiary;
(ii) employees who are customarily employed by the Company less
than 20 hours per week or less than five months in any calendar year; and
(iii) employees who are prohibited by the laws of the nation of
their residence or employment from participating in the Plan.
Employees who are also directors or "officers" of the Company (as defined in
Rule 16a-1(f) under the Exchange Act, as such rule may be amended in the
future) may participate only in accordance with Rule 16b-3. The Plan is
intended to conform to the extent necessary with all provisions of the
Securities Act of 1933, as amended, and the Exchange Act and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including, without limitation, Rule 16b-3. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the
options shall be granted and may be exercised, only in such a manner as to
conform to such laws, rules and regulations. To the extent permitted by
applicable law, the Plan and the options granted hereunder shall be deemed
amended to the extent necessary to conform to such laws, rules and
regulations. Officer and director participants should be aware of the
following restrictions which may be imposed by the provisions of Rule 16b-
3(d)(2)(i): (1) officer and director participants must hold the Common Stock
at least six months from the Purchase Date (as defined herein) and (ii)
officer or director participants who cease participation in the Plan may not
participate again for at least six months.
"Employee" shall mean any individual who performs services for the
Company pursuant to an employment relationship described in Treasury
Regulations Section 31.3401(c)-1 or any successor provision. "Subsidiary"
shall mean any corporation in an unbroken chain of corporations beginning with
the Company if, as of the applicable Enrollment Date, each of the corporations
other than the last corporation in the chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other
corporations in the chain. "Participating subsidiary" shall mean a subsidiary
which has been designated by the Administrator as covered by the Plan.
5. Enrollment
Any eligible employee may enroll or re-enroll in the Plan as of
the first trading day of any three month, six month, or other period as shall
be established by the Administrator from time to time, or such other specific
trading days established by the Administrator from time to time ("Enrollment
8
<PAGE>
Dates"). In order to enroll or re-enroll, an eligible employee must complete,
sign and submit to the Company an enrollment form. Any enrollment form
received by the Company before the 10th day of the month preceding an
Enrollment Date, or such other date established by the Administrator from time
to time ("Cut-Off Date"), will be effective on that Enrollment Date.
6. Grant of Options on Enrollment
Enrollment by a participant in the Plan on an Enrollment Date will
constitute the grant by the Company to the participant of options to purchase
shares of Common Stock from the Company under the Plan. Re-enrollment by a
participant in the Plan will constitute cancellation by the participant of one
or more outstanding options and the grant by the Company to the participant of
new options (equal in number to the number of options cancelled) on the
Enrollment Date on which such re-enrollment occurs. An increase (but not a
decrease) in the level of payroll withholding also constitutes the grant of
new options for the incremental change in the percentage withheld but does not
cancel outstanding options. Any participant whose options expire and who has
not withdrawn from the Plan will automatically be re-enrolled in the Plan and
granted new options (equal in number to the number of expiring options) on the
Enrollment Date immediately following the Purchase Date on which his then
current options expire. Any date on which a participant is granted options
under the Plan is referred to as a "Grant Date".
Each option granted under the Plan shall have the following terms:
(i) whether or not all shares have been purchased thereunder, the
option will expire on the earliest to occur of (A) the completion of the
purchase of shares on the last Purchase Date occurring within 27 months of the
Grant Date for such option, or such shorter option period as may be
established by the Board from time to time prior to an Enrollment Date for all
options to be granted on such Enrollment Date, or (B) the date on which
participation of such participant in the Plan terminates for any reason;
(ii) payment for shares purchased under the option will be made
only through payroll withholding in accordance with Section 7;
(iii) purchase of shares upon exercise of the option will be
accomplished only in installments in accordance with Section 8;
(iv) the price per share under the option will be determined as
provided in Section 8;
(v) the number of shares available for purchase under each option
will be established by the Board from time to time prior to an Enrollment Date
for all options to be granted on such Enrollment Date;
(vi) notwithstanding clause (v), the option (taken together with
all other options then outstanding under this Plan and under all other similar
stock purchase plans of the Company or any subsidiary) will in no event give
the participant the right to purchase shares at a rate which accrues in excess
of $25,000 of fair market value of such shares (less the fair market value of
any shares previously purchased during such year under options which have
9
<PAGE>
expired or terminated) determined at the applicable Grant Dates in any
calendar year during which such participant is enrolled in the Plan at any
time; and
(vii) the option will in all respects be subject to the terms and
conditions of the Plan, as interpreted by the Administrator from time to time.
7. Payroll Withholding
Each participant may elect to make contributions at a monthly rate
equal to any whole percentage up to a maximum of 10%, or such other maximum
percentage as the Board may establish from time to time before an Enrollment
Date for all options to be granted on such Enrollment Date, of his or her
monthly base earnings. Monthly base earnings exclude bonuses, overtime pay,
shift premiums, long-term disability or workers compensation payments and
similar amounts, but includes elective qualified contributions by the
participant to employee benefit plans. The rate of contribution shall be
designated by the participant in the enrollment form. A participant may elect
to increase or decrease the rate of contribution effective as of any
Enrollment Date by delivery to the Company not later than the related Cutoff
Date of a new enrollment form indicating the revised rate of contribution. An
increase (but not a decrease) in the contribution rate constitutes the grant
of new options. If the rate is decreased and there is more than one option
outstanding, the participant may specify the option to which such decrease
should apply.
Contributions shall be credited to a participant's account as soon
as administratively feasible after payroll withholding. The Company shall be
entitled to use of the contributions immediately after payroll withholding and
shall have no obligation to pay interest on the contributions to any
participant.
8. Purchase of Shares
On the last trading day of each March, June, September and
December, or on such other specific trading days as may be established by the
Board from time to time prior to an Enrollment Date for all options to be
granted on such Enrollment Date ("Purchase Dates") the Company shall apply the
funds then credited to each participant's account to the purchase of whole
shares of Common Stock. The cost to the participant for the shares purchased
under any option shall be 85% of the lower of:
(i) the fair market value on the Grant Date for such option; or
(ii) the fair market value on the Purchase Date.
For the purposes of the Plan, the "fair market value" of the
Common Stock on a date shall be (a) the closing price of Common Stock on such
date on any established stock exchange if the Common Stock is traded on such
an exchange, (b) the mean between the high bid and low asked quotations for
the Common Stock on such date as quoted on the National Association of
Securities Dealers Automated Quotation System, as reported in the Wall Street
10
<PAGE>
Journal or similar publication if such prices are so quoted or reported (if
such date is not a trading day, the average of such quotations on the last
preceding trading day shall be used in lieu of such quotations), or (c) the
fair market value on such date as determined by the Administrator if shares of
Common Stock are not so listed, quoted or reported.
At the election of the participant, certificates evidencing shares
purchased on any Purchase Date shall be delivered as soon as administratively
feasible; provided, however, the Administrator may, from time to time,
establish limitations as to the frequency with which a participant may elect
to have certificates evidencing shares delivered hereunder. Participants
shall be treated as the owners of their shares effective as of the Purchase
Date. Any cash equal to less than the price of a whole share of Common Stock
left in a participant's payroll deduction account on a Purchase Date shall be
carried forward in such participant's account for application on the next
Purchase Date.
The Administrator may in the case of participants employed by
participating subsidiaries provide for Common Stock to be sold through the
relevant subsidiaries to such participants, to the extent consistent with
Section 423 of the Internal Revenue Code.
9. Withdrawal From the Plan
A participant may withdraw from the Plan in full (but not in part)
at any time upon delivery to the Company of a notice of withdrawal at such
times as the Administrator may determine from time to time. If notice is
received before the applicable Cut-Off Date, all funds credited to a
participant's payroll deduction account shall be distributed to him without
interest as soon as administratively feasible after notice of withdrawal is
received by the Company. An employee who has withdrawn may not return funds
to the Company and require the Company to apply those funds to the purchase of
shares. Any eligible employee who has withdrawn from the Plan may, however,
re-enroll in the Plan again on the second subsequent Enrollment Date following
withdrawal in accordance with the provisions of Section 5.
10. Termination of Employment
Participation in the Plan terminates immediately when a
participant ceases to be employed by the Company for any reason
whatsoever (including death or disability) or otherwise becomes ineligible to
participate in the Plan. As soon as administratively feasible after
termination, the Company shall pay to the participant or his or her
beneficiary, or legal representative, all amounts credited to the
participant's payroll deduction account.
11
<PAGE>
11. Leave of Absence
Unless a participant has voluntarily withdrawn from the Plan,
shares will be purchased for that participant's account on the Purchase Date
next following commencement of a leave of absence by such participant.
Participation in the Plan will terminate immediately after the purchase of
shares on such Purchase Date, however, unless:
(i) the leave of absence is of less than 90 days duration and is
due to illness, injury or other reason approved by the Administrator; or
(ii) the participant's right to reemployment after such leave is
guaranteed by contract or statute.
12. Designation of Beneficiary
Each participant may designate one or more beneficiaries in the
event of death and may, in his or her sole discretion, change such designation
at any time. Any such designation shall be effective upon receipt by the
Company and shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a
participant, amounts credited to his or her account shall be paid in cash to
the designated beneficiaries or, in the absence of a designation, to the
executor, administrator or other legal representative of the participant's
estate. Such payment shall relieve the Company of further liability with
respect to the Plan on account of the deceased participant. If more than one
beneficiary is designated, each beneficiary shall receive an equal portion of
the account unless the participant has given express contrary instructions.
13. Assignment
The rights of a participant under the Plan shall not be assignable
by such participant, by operation of law, or otherwise. No participant may
create a lien on any funds, securities, rights or other property held by the
Company for the account of the participant under the Plan, except to the
extent that there has been a designation of beneficiaries in accordance with
the Plan, and except to the extent permitted by the laws of descent and
distribution if beneficiaries have not been designated. A participant's right
to purchase shares under the Plan shall be exercisable only during the
participant's lifetime and only by him or her, except that a participant may
direct the Company in the enrollment form to issue share certificates to the
participant jointly with one or more other persons with right of survivorship,
or to certain forms of trusts approved by the Administrator.
14. Administrative Assistance
If the Administrator in its discretion so elects, it may retain a
brokerage firm, bank or other financial institution to assist in the purchase
of shares, delivery of reports or other administrative aspects of the Plan.
If the Administrator so elects, each participant shall (unless prohibited by
the laws of the nation of his or her employment or residence) be deemed upon
12
<PAGE>
enrollment in the Plan to have authorized the establishment of an account on
his or her behalf at such institution. Shares purchased by a participant
under the Plan shall be held in the account in the participant's name, or if
the participant so indicates in the enrollment form, in the participant's name
together with the name of one or more other persons, in joint tenancy with
right of survivorship or spousal community property, or in certain forms of
trusts approved by the Administrator.
15. Costs
All costs and expenses incurred in administering the Plan shall be
paid by the Company, except that any stamp duties or transfer taxes applicable
to participation in the Plan may be charged to the account of such participant
by the Company. Any
brokerage fees for the purchase of shares by a participant shall be paid by
the Company.
16. Reports
The Company shall provide or cause to be provided to each
participant a report of his or her contributions and the shares purchased by
that participant as of each Purchase Date.
17. Equal Rights and Privileges
All eligible employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 or any successor provision of the
Internal Revenue Code and the related regulations. Notwithstanding the
express terms of the Plan, any provision of the Plan which is inconsistent
with Section 423 or any successor provision of the Internal Revenue Code shall
without further act or amendment by the Company or the Board be reformed to
comply with the requirements of Section 423. This Section 17 shall take
precedence over all other provisions in the Plan.
18. Applicable Law
The Plan shall be governed by the substantive laws (excluding the
conflict of laws rules) of the State of California.
19. Modification and Termination
The Board may amend, alter or terminate the Plan at any time. No
amendment shall be effective unless within one year after it is adopted by the
Board it is approved by the holders of a majority of the voting power of the
Company's outstanding shares, if such amendment would:
(i) increase the number of shares reserved for purchase under
the Plan;
(ii) materially increase the benefits to participants; or
13
<PAGE>
(iii) materially modify the requirements for participation;
(iv) amend or modify the Plan in a manner requiring stockholder
approval under Rule 16b-3.
In the event the Plan is terminated, the Board may elect to
terminate all outstanding options either prior to expiration or upon
completion of the purchase of shares on the next Purchase Date, or may elect
to permit options to expire in accordance with their terms (and participation
to continue through such expiration dates). If the options are terminated
prior to expiration, all funds contributed to the Plan that have not been used
to purchase shares shall be returned to the participants without interest as
soon as administratively feasible.
If at any time the shares available under the Plan are
overenrolled, enrollments shall be reduced proportionately to eliminate the
overenrollment. Any funds that cannot be applied to the purchase of shares
due to overenrollment shall be refunded to participants as soon as
administratively feasible.
20. No Right of Employment
Neither the grant nor the exercise of any rights to purchase
shares under this Plan nor anything in this Plan shall impose upon the Company
any obligation to employ or continue to employ any participant. The right of
the Company to terminate any employee shall not be diminished or affected
because any rights to purchase shares have been granted to such employee.
21. Requirements of Law
The Company shall not be required to sell, issue, or deliver any
shares of Common Stock under this Plan if such sale, issuance, or delivery
might constitute a violation by the Company
or the participant of any provision of law. Unless a registration statement
under the Securities Act of 1933 (the "Act") is in effect with respect to the
shares of Common Stock proposed to be delivered under the Plan, the Company
shall not be required to issue such shares if, in the opinion of the Company
or its counsel, such issuance would violate the Act. Regardless of whether
such shares of Common Stock have been registered under the Act or registered
or qualified under the securities laws of any state, the Company may impose
restrictions upon the hypothecation or further sale or transfer of such shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment of the Company or its counsel, such restrictions are necessary or
desirable to achieve compliance with the provisions of the Act, the securities
laws of any state, or any other law or are otherwise in the best interests of
the Company. As a condition precedent to the issuance of any shares of Common
Stock under the Plan, the Company may require evidence satisfactory to it or
its counsel to the effect that the purchaser of such shares is acquiring the
shares for investment and not with a view to their distribution. Any
determination by the Company or its counsel in connection with any of the
foregoing shall be final and binding on all parties.
14
<PAGE>
If, in the opinion of the Company and its counsel, any legend
placed on a stock certificate representing shares of Common Stock issued under
the Plan is no longer required in order to comply with applicable securities
or other laws, the holder of such certificate shall be entitled to exchange
such certificate for a certificate representing a like number of shares
lacking such legend.
The Company may, but shall not be obligated to, register or
qualify any securities covered by the Plan. The Company shall not be
obligated to take any other affirmative action in order to cause the grant or
exercise of any right or the issuance, sale, or delivery of shares pursuant to
the exercise of any right to comply with any law.
22. Board and Shareholder Approval
This Plan was originally approved by the Board of Directors on
March 2, 1988 and by the holders of a majority of the voting power of all
outstanding shares of the Company on April 26, 1988. The Plan became
effective on January 1, 1989. The Plan was first amended by the Board of
Directors on January 15, 1992 and by holders of a majority of the voting power
of all outstanding shares of the Company on April 28, 1992. The Plan was
further amended by the Board of Directors on February 2, 1994 and by the
holders of a majority of the voting power of all outstanding shares of the
Company on April 26, 1994.
15
