As filed with the Securities and Exchange Commission September 20, 1996
Registration No._________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BLESSINGS CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 13-5566477
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Enterprise Drive
Newport News, Virginia 23603
(Address of principal executive offices)
BLESSINGS CORPORATION
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
James P. Luke
Blessings Corporation
200 Enterprise Drive
Newport News, Virginia 23603
(804) 887-2100
(Name, address and telephone number of agent for service)
Approximate Date of Commencement of Proposed Sales Pursuant to the Plan:
As soon as practicable after the Registration Statement
becomes effective.
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering Registration
Registered Registered share* price* fee
________________________________________________________________________________
Common Stock 50,000
($.71 par value) shares $9.22 $461,000.00 $158.97
================================================================================
*Based upon the average of the high and low prices of the Registrant's Common
Stock reported in the consolidated reporting system on September 20, 1996, as
reported by the American Stock Exchange.
================================================================================
Page one of 12 sequentially numbered pages.
Index to Exhibits is located on page 10 of the
sequentially numbered page system.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
In accordance with the note found under Part I - Information Required
in the Section 10(a) Prospectus in Form S-8, the document(s) containing the
information specified in Part I will be sent or given to participants as
specified by Rule 428(b)(1). Such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
as prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in the registration statement pursuant to
Item 3 of Part II of this registration statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
pursuant to Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Blessings Corporation (the "Company")
with the SEC are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 30, 1995.
2. The Company's report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's report on Form 10-Q for the quarter ended
June 30, 1996.
4. The description of the Company's Common Stock contained in its S-8
Registration Statement No. 2-45391, effective September 27, 1972, including
any amendment or report filed for the purpose of updating such description.
5. All reports and documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the respective date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys, fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they 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 their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.
Article VI of the Bylaws of the Registrant requires indemnification to
the full extent permitted under Delaware law as from time to time in effect.
Subject to any liabilities imposed by Delaware law, the Bylaws provide an
unconditional right to indemnification for all expenses, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred by any person
in connection with any actual or threatened proceeding (including, to the extent
permitted by law, any derivative action) by reason of the fact that such person
is or was serving as a director or officer of the Registrant or, at the request
of the Registrant, of another corporation, partnership, joint venture, trust or
other enterprise, including an employee benefit plan. The Bylaws also provide
that the Registrant may, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.
Officers and directors of the Registrant are covered by insurance which
(with certain exceptions and within certain limitations) indemnifies them
II-1
<PAGE>
against losses and liabilities arising from any alleged "wrongful act" including
any alleged error or misstatement or misleading statement, or wrongful act or
omission or neglect or breach of duty.
It is likely that if underwriters are utilized, they will agree to
indemnify, under certain conditions, the Registrant, its directors, certain of
its officers and persons who control the Registrant within the meaning of the
Securities Act of 1933 against certain liabilities.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article Twelfth of the Certificate of Incorporation of the Registrant
provides that to the full extent that the Delaware General Corporation Law, as
it now exists or may hereafter be amended, permits the limitation or elimination
of the liability of directors, a director of the Registrant shall not be liable
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any amendment to or repeal of such Article Twelfth
shall not adversely affect any right or protection of a director of the
Registrant for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
Item 7. Exemption From Registration Claimed
Not applicable
Item 8. Exhibits
(4) Instruments defining the rights of security holders,
including indentures:
*(a) Certificate of Incorporation and all Amendments
through Amendment dated December 15, 1994 (filed as
Exhibit 3(i) to the Company's Form 10-K for the year
ended December 31, 1994 filed with the Commission on
or about March 28, 1995)
*(b) Bylaws of the Company, as revised and amended (filed
as Exhibit 4(b) to the Company's S-8 Registration
filed with the Commission on or about October 16,
1993)
(5) Opinion regarding legality - opinion of Patten, Wornom &
Watkins, L.C. -- filed herewith
(15) Letter re unaudited interim financial information
(23) Consents of Experts and counsel
(23.1) Consent of Patten, Wornom & Watkins, L.C. is
contained in its opinion filed as Exhibit 5 to this
Registration Statement
(23.2) Consent of Deloitte & Touche LLP is filed herewith
(24) Power of Attorney (see signature page of this Registration
Statement - Page II-7)
(99) Additional Exhibit
Blessings Corporation 1995 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN -- filed herewith
_______________
* Each such exhibit has heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and is incorporated
herein by reference.
II-2
<PAGE>
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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and in the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport News, Virginia, on this day of September 19,
1996.
BLESSINGS CORPORATION
Registrant
/s/Elwood M. Miller
By: ________________________________
Elwood M. Miller
President and Chief Executive
Officer, Director (Principal
Executive Officer)
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James P. Luke and Wayne A. Durboraw, and
each of them, 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 and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits, thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Leonard Birnbaum Director September 19, 1996
___________________________
Leonard Birnbaum
/s/ Wayne A. Durboraw Controller September 19, 1996
___________________________
Wayne A. Durboraw
/s/ Joseph J. Harkins Director September 19, 1996
___________________________
Joseph J. Harkins
/s/ R. Stephen Lefler Director September 19, 1996
___________________________
R. Stephen Lefler
/s/ James P. Luke Executive Vice September 19, 1996
___________________________ President, Secretary-
James P. Luke Treasurer, Director
(Principal Financial
Officer)
/s/ John W. McMackin Chairman of the Board September 19, 1996
___________________________ Director
John W. McMackin
/s/ Elwood M. Miller President and Chief September 19, 1996
___________________________ Executive Officer and
Elwood M. Miller Director
/s/ Richard C. Patton Director September 19, 1996
___________________________
Richard C. Patton
/s/ Jose Manuel Villarreal President and Chief September 19, 1996
Gomez Gordillo Executive Officer of
___________________________ NEPSA
Jose Manuel Villarreal Director
Gomez Gordillo
/s/ Robert E. Weber Director September 19, 1996
___________________________
Robert E. Weber
/s/J. Donovan Williamson Director September 19, 1996
___________________________
J. Donovan Williamson
/s/ Philip C. Williamson Director September 19, 1996
___________________________
Philip C. Williamson
II-4
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
4(a) --Exhibit 3(i) to Registrant's Certificate of Incor- *
Form 10-K filed with poration and all
the Commission on or about Amendments thereto
March 28, 1995
4(b) --Exhibit 4(b) to Regis- Bylaws of Registrant *
trant's S-8 Registration
filed with the Commission
on or about October 16,
1993
5 --Filed herewith Opinion of Patten, 8
Wornom & Watkins, L.C.
as to the legality
of the securities
being registered
15 --Filed herewith Letter un auaudited 7
interim financial
information
23.1 --Filed herewith Consent of Patten, 8
Wornom & Watkins, L.C.
is contained in
its opinion filed
as Exhibit 5 to
this Registration
Statement
23.2 --Filed herewith Consent of Deloitte 9
& Touche
24 --Power of Attorney (See signature page 5
of this Registration
Statement - page II-4)
99 --Filed herewith Blessings Corporation 10
1995 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
* Each such exhibit has heretofore been filed with the Securities and
Exchange Commission as part of the filing indicated and is incorporated
herein by reference.
II-5
September 18, 1996
Blessings Corporation
Newport News, Virginia
We have made a review, in accordance with standards established by the
American Institute of Cerfified Public Accountants, of the unaudited interim
financial information of Blessings Corporation and subsidiaries for the periods
ended March 31, 1996 and April 22, 1995 and June 30, 1996 and July 15, 1995, as
indicated in our reports dated April 23, 1996 and July 26, 1996, respectively;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports referred to above, which were included in
your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and
June 30, 1996, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Section 7 and 11 of that Act.
Richmond, Virginia
July 29, 1996
Blessings Corporation
200 Enterprise Drive
Newport News, Virginia 23603
Re: Registration Statement on Form S-8
under the Securities Act of 1933,
As Amended, of 50,000 shares of
Common Stock, $.71 Par Value
Gentlemen:
You have requested our opinion in connection with the Registration Statement on
Form S-8, to be filed in June 1996, by Blessings Corporation (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering 50,000 shares of Common Stock, $.71 par
value, to be offered by the Company to non-employee Directors of the Company
pursuant to the Company's 1995 Non-Employee Directors Stock Option Plan (the
"1995 Non-Employee Directors Stock Option Plan").
As counsel for the Company, we are familiar with the proceedings relating to the
authorization of the aforementioned 50,000 shares of Common Stock, $.71 par
value, which may be issued in connection with the 1995 Non-Employee Directors
Stock Option Plan, and in addition have examined such other records of the
Company, certificates of governmental and public officials, and other
instruments and certificates of officers of the Company, and have made such
investigations of law as we have deemed appropriate as the basis of the opinion
hereinafter expressed.
Based upon the foregoing, it is our opinion that:
(1) The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
(2) The authorized capital stock of the Company consists of 10,000,000
shares of Common Stock, $.71 par value.
(3) With respect to the 50,000 shares of Common Stock, $.71 par value,
which may be offered to non-employee Directors of the Company pursuant to the
1995 Non-Employee Directors Stock Option Plan, all of such shares of Common
Stock have been duly and validly authorized for issuance and when issued in
accordance with the provisions of the 1995 Non-Employee Directors Stock Option
Plan, will be legally issued, fully paid and non-assessable and no personal
liability will attach to the holders thereof under the laws of the State of
Delaware, the state of incorporation of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Yours very truly,
PATTEN, WORNOM & WATKINS, L.C.
/s/Joseph H. Latchem, Jr.
__________________________
For the Firm
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Blessings Corporation on Form S-8 of our reports dated February 20, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Blessings Corporation for the year ended December 30, 1995.
Richmond, Virginia
September 18, 1996
BLESSINGS CORPORATION
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. Purpose of the Plan.
The purpose of the 1995 Non-Employee Directors Stock Option Plan of
Blessings Corporation is to promote the interests of the Company and its
shareholders by strengthening the Company's ability to attract, motivate and
retain Directors of training, experience and ability, and to encourage the
highest level of Directors' performance by providing Directors with a
proprietary interest in the Company's financial success and growth.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Compensation and Stock Option Committee of
the Board as shall be appointed by the Board from time to time. The Committee
shall consist of two or more members of the Board none of whom shall be
employees of the Company.
(c) "Common Stock" means the $.71 par value Common Stock of the
Company.
(d) "Company" means Blessings Corporation, a Delaware corporation.
(e) "Disability" of a Participant means that the Participant is
disabled due to a physical or mental condition so as to be prevented from
engaging in further services as a Director of the Company.
(f) "Director" means a member of the Board who is not an employee
of the Company or any of its subsidiaries.
(g) "Employee" means any employee of the Company, or of any
of its present or future subsidiary corporations.
(h) "Fair Market Value" means the closing price of a share of Common
Stock on the American Stock Exchange (or such other exchange upon which the
Common Stock is then primarily traded) Composite Tape on the date as of which
fair market value is to be determined or the actual sale price of the shares
acquired upon exercise if the shares are sold in a same day sale, or if no sales
were made on such date, the closing date of such shares on the Composite Tape on
the next preceding date on which there were such sales.
(i) "Participant" means each Director.
(j) "Option" means a stock option that does not satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended.
(k) "Plan" means the 1995 Non-Employee Directors Stock Option Plan as
set forth herein, as amended from time to time.
3. Shares of Common Stock Subject to the Plan.
Subject to the provisions of Section 7, the aggregate number of shares
of Common Stock that may be issued or transferred pursuant to exercise of
Options under the Plan is 50,000 shares of Common Stock. Such shares may be
either authorized but unissued shares or shares issued and thereafter acquired
by the Company.
4. Administration of the Plan.
(a) The Plan shall be administered by the Committee, which shall have
the power to interpret the Plan and, subject to its provisions, to prescribe,
amend and rescind rules and to make all other determinations necessary for the
Plan's administration.
(b) All action taken by the Committee in the administration and
interpretation of the Plan shall be final and binding upon all parties. No
member of the Committee will be liable for any action or determination made in
good faith by the Committee with respect to the Plan or any Option.
5. Eligibility.
Only Directors shall be eligible to participate in the Plan. Prior to
the termination of the Plan, each Director who is serving in such capacity on
the Date of Grant (as hereinafter defined) automatically shall be granted, on
the first business day after the date of each annual meeting of shareholders of
the Company, commencing with the annual meeting to be held on May 16, 1995, an
Option to acquire 500 shares of Common Stock. Each Director upon initial
election to the Board automatically shall be granted an Option to acquire 500
shares of Common Stock on the first business day following such Director's
election to the Board. Initial election to the Board shall mean election to the
Board by the Board or by the Shareholders of the Company, whichever first
occurs. The date on which an Option is granted shall be the "Date of Grant" with
respect to such Option, except that the Date of Grant for options granted on May
17, 1995, shall not occur until and unless shareholder approval of the Plan is
obtained. Each Option will be evidenced by a written instrument including terms
and conditions consistent with the Plan, as the Committee may determine.
6. Terms and Conditions of Stock Options.
(a) The purchase price of Common Stock under each Option will be the
Fair Market Value of the Common Stock on the Date of Grant.
(b) An Option granted under the Plan may be exercised immediately.
Shares of Common Stock obtained upon the exercise of any Option granted under
the Plan may not be sold by persons subject to Section 16 of the Exchange Act
until six (6) months after the date the Option was granted.
(c) Each Option shall expire five (5) years from Date of Grant,
except as follows:
(i) In the event that a Participant ceases to be a Director of the
Company for any reason other than the death or Disability of the Participant,
the Options granted to such Participant may be exercised by the Participant only
within ninety (90) days after the date the Participant ceases to be a Director
of the Company (but not more than five (5) years after the Date of Grant).
(ii) In the event of the death or Disability of a Participant, during
the Participant's service as a Director, the Options granted to the Participant
shall be exercisable, and such Options shall expire unless exercised within
twelve (12) months after the date of the Participant's death or Disability (even
though such exercise period extends for more than five (5) years after Date of
Grant). In case of death the Option granted to such Participant may be exercised
(to the extent that the Participant shall have been entitled to do so at the
date of said Participant's death) by a legatee or legatees of the Participant
under his or her last will and testament, or by his personal representatives or
distributees.
(d) Upon the exercise of an Option, the exercise price will be payable
in full (i) in cash; or, (ii) with the consent of the Committee in its sole
discretion, (A) by the assignment and delivery free and clear of all liens and
encumbrances to the Company of shares of Common Stock, owned by the holder of
the Option for at least six months, with a Fair Market Value on the relevant
exercise date equal to the exercise price, (B) by delivery of a properly
executed exercise notice, together with irrevocable instructions to a broker, to
properly deliver to the Company the amount of sale or loan proceeds to pay the
exercise price, all in accordance with the regulations of the Federal Reserve
Board, or (C) by a combination of any of the above. No payment by an assignment
of shares or by irrevocable instructions to a broker or by any combination
thereof will be allowed unless such payments are allowed under applicable
requirements of federal and state tax, securities and other laws, rules and
regulations and by any regulatory authority having jurisdiction.
7. Adjustment Provisions.
(a) Subject to Section 7(b), if the outstanding shares of Common Stock
of the Company are increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional shares or new or different
shares or other securities are distributed with respect to such shares of Common
Stock or other securities, through merger, consolidation, spin-off, sale of all
or substantially all the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment may be made in (i)
the maximum number and kind of shares provided in Section 3 and Section 5 and
(ii) the number and kind of shares or other securities subject to, and the
purchase price in, then-outstanding Options.
(b) Adjustments under Section 7(a) will be made by the Committee, whose
determination as to what adjustments will be made and the extent thereof will be
final, binding, and conclusive. No fractional interest will be issued under the
Plan on account of any such adjustments.
8. General Provisions.
(a) Nothing in the Plan or in any instrument pursuant to the Plan will
confer upon any Participant any right to continue as a Director or affect the
right of the Company to terminate the services of any Participant in accordance
with the By-Laws.
(b) No shares of Common Stock will be issued or transferred pursuant to
an Option unless and until all then-applicable requirements imposed by federal
and state securities and other laws, rules and regulations and by any regulatory
agencies having jurisdiction, and by any stock exchanges upon which the Common
Stock may be listed, have been fully met. As a condition precedent to the
issuance of shares pursuant to the exercise of an Option, the Company may
require the Participant to take any reasonable action to meet such requirements.
(c) No Participant and no beneficiary or other person claiming under or
through such Participant will have any right, title or interest in or to any
shares of Common Stock allocated or reserved under the Plan or subject to any
Option except as to such shares of Common Stock, if any, that have been issued
or transferred to such Participant.
(d) Except as provided in (e) below, no Option and no right under the
Plan, contingent or otherwise, will be transferable or assignable or subject to
any encumbrance, pledge or charge of any nature except (i) with the written
consent of the Committee, (ii) a transfer or assignment in favor of the Company,
and (iii) under such rules and regulations as the Committee may establish
pursuant to the terms of the Plan.
(e) No Option and no right under the Plan, contingent or otherwise,
will be transferable by a Participant other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
by the Internal Revenue Code of 1986, as amended (the "Code") or Title I of the
Employee Retirement Income Security Act ("ERISA"), or the rules thereunder. The
designation of a beneficiary by a Participant does not constitute a transfer.
9. Amendment and Termination.
(a) The Board will have the power, in its discretion, to amend, suspend
or terminate the Plan at any time, subject to approval of the shareholders of
the Company if and to the extent necessary for the continued applicability of
Rule 16b-3 under the Exchange Act.
(b) No amendment, suspension or termination of the Plan will, without
the consent of the holder, alter, terminate, impair or adversely affect any
right or obligation under any Option previously granted under the Plan.
(c) Notwithstanding the provisions of Section 9(a), the Board may not
amend the provisions of Section 5 or the definition of Director in Section 2
more than once every six months, other than to comport with changes in the Code,
ERISA or the rules thereunder.
10. Effective Date of Plan and Duration of Plan.
This Plan shall become effective upon adoption by the Board, subject to
approval by the holders of a majority of the shares of Common Stock which are
represented in person or by proxy and entitled to vote on the subject at the
1996 Annual Meeting of Shareholders of the Company. The Plan shall become null
and void, and all grants of Options thereunder null and void, if shareholders of
the Company should fail to so approve the Plan. Unless the Plan is previously
terminated, the Plan will terminate on July 1, 2005, except with respect to
Options then outstanding.
