<PAGE> 1
As filed with the Securities and Exchange Commission on June 1, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
under the
Securities Act of 1933
METATEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1647405
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
7001 Metatec Boulevard
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Metatec International, Inc.
1999 Directors Stock Option Plan
(Full title of the plan)
Jeffrey M. Wilkins, Chairman, President and
Chief Executive Officer
7001 Metatec Boulevard
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-2000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) per Share(2) Offering Price Registration Fee
- - -----------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without 300,000 $4.59 $1,377,000 $382.81
par value
- - -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement also includes an indeterminable amount of additional
shares that may become issuable pursuant to antidilution adjustment provisions
of the 1999 Directors Stock Option Plan.
<PAGE> 2
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) on the basis of the average high and
low sale prices for the Registrant's common shares in the Nasdaq National Market
System on May 25, 1999.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant is the surviving corporation in a merger with Metatec
Corporation that became effective on April 30, 1999. The following documents
have been filed with the Securities Exchange Commission by Metatec Corporation
and are hereby incorporated by reference in this Registration Statement:
(a) Metatec Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) Metatec Corporation's Quarterly Report on Form 10-Q for the first
quarter ended March 31, 1999;
(c) Metatec Corporation's Current Report on Form 8-K filed April 26,
1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
common shares offered have been sold or which deregisters all such common shares
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 4: DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article 6 of the Registrant's Code of Regulations provides for
indemnification of directors, officers and others and the purchase and
maintenance of liability insurance by the Registrant, as follows:
The Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending,
3
<PAGE> 4
or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he is or
was a director, officer, employee, or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding provided that: (a) he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Registrant; (b) with respect
to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful; and (c) in any action or suit by or
in the right of the Registrant, no indemnification shall be made with
respect to any amounts paid with respect to (i) 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
Registrant unless and only to the extent that the Court of Common Pleas
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 indemnity for such expenses as the court of
common pleas or such other court shall deem proper; or (ii) any such
actions or suits in which the only liability asserted against a
director is pursuant to Sections 1701.95 of the Ohio Revised Code. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or 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 Registrant, and
with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as
such, whether or not the Registrant would have the power to indemnify
him against such liability under this Article or under Chapter 1701,
Ohio Revised Code.
The Registrant has purchased directors and officers liability
insurance, which provides for indemnification of directors and officers against
certain liabilities. The Registrant has also entered into indemnification
agreements with its directors that generally require the Registrant, subject to
any limitations on the maximum permissible indemnification that may exist at
law, to indemnify a director against claims
4
<PAGE> 5
that arise as a result of his or her capacity as a director, officer, employee,
or agent of the Registrant.
The Registrant's 1990 Stock Option Plan, as amended, and 1992
Directors' Stock Option Plan, as amended, each provides that each member of the
Board of Directors or the Compensation Committee of the Board of Directors shall
be indemnified by the Registrant against all costs and expenses reasonably
incurred by him or her in connection with any action, suit, or proceeding to
which he or she may be a party by reason of any action taken or failure to act
under or in connection with such plan or any option granted under such plan, and
against all amounts paid by him or her in satisfaction of a judgment in any such
action, suit, or proceeding, if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Registrant. These indemnification provisions are in addition to the
indemnification provided under the Registrant's Code of Regulations and the
Indemnification Agreements described above`, but such provisions are to be
construed in a manner consistent with applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Exhibit Description
- - --- -------------------
4(a). The Registrant's Amended and Restated Articles of Incorporation.
4(b). The Registrant's Code of Regulations.
4(c). The Registrant's Form of Share Certificate
4(d). The Registrant's 1999 Directors Stock Option Plan
5. Opinion of Baker & Hostetler LLP.
23(a). Consent of Baker & Hostetler LLP
23(b). Consent of Deloitte & Touche LLP
24. Powers of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
5
<PAGE> 6
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement;
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of Ohio, on May 27, 1999.
METATEC INTERNATIONAL, INC.
By /s/ Jeffrey M. Wilkins
----------------------------------
Jeffrey M. Wilkins, Chairman of
the Board, President, and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Jeffrey M. Wilkins Chairman of the Board, President,
- - ---------------------- and Chief Executive Officer
Jeffrey M. Wilkins (principal executive officer), and
Director May 27, 1999
/s/ Julia A. Pollner Senior Vice President, Finance,
- - ---------------------- Secretary, and Treasurer (principal
Julia A. Pollner financial officer and principal
accounting officer) May 27, 1999
A. Grant Bowen* Director May 27, 1999
- - ---------------
A. Grant Bowen
Joseph F. Keeler* Director May 27, 1999
- - -----------------
Joseph F. Keeler
Peter J. Kight* Director May 27, 1999
- - ---------------
Peter J. Kight
Jerry D. Miller* Director May 27, 1999
- - ----------------
Jerry D. Miller
James V. Pickett* Director May 27, 1999
- - -----------------
James V. Pickett
</TABLE>
7
<PAGE> 8
*The undersigned hereby executes this Registration Statement on behalf of each
of the indicated directors of the Registrant pursuant to powers of attorney
executed by such directors and filed as an exhibit to this Registration
Statement.
/s/ Jeffrey M. Wilkins
---------------------------
Jeffrey M. Wilkins
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by reference,
document with which Exhibit
Exhibit Number Exhibits was previously filed
-------------- -------- --------------------
<S> <C> <C>
The Registrant's Amended and Restated Incorporated herein by reference to Exhibit
4(a) Articles of Incorporation 4(a) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(b) The Registrant's Code of Regulations Incorporated herein by reference to Exhibit
4(b) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(c) The Registrant's Form of Share Incorporated herein by reference to Exhibit
Certificate 4(c) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(d) The Registrant's 1999 Directors Stock Contained herein
Option Plan
5 Opinion of Baker & Hostetler LLP Contained herein
23(a) Consent of Baker & Hostetler LLP Contained in Exhibit 5
23(b) Consent of Deloitte & Touche LLP Contained herein
24 Powers of Attorney Incorporated herein by reference to Exhibit
24 of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999
</TABLE>
9
<PAGE> 1
Exhibit 4(d)
METATEC CORPORATION
1999 DIRECTORS STOCK OPTION PLAN
--------------------------------
Section 1. Purposes of Plan.
-----------------
The purposes of this 1999 Directors Stock Option Plan (the "Plan") of
Metatec Corporation (the "Company"), are to advance the interests of the Company
and its shareholders by (a) encouraging directors of the Company who are not
employees or officers of the Company or any of its subsidiaries to acquire a
proprietary interest in the Company, (b) promoting the interest of such
directors in the development and financial success of the Company, and (c)
assisting the Company in attracting and retaining highly qualified directors.
These objectives will be promoted by granting to Eligible Directors (as defined
in Section 3, below) options (the "Options") to purchase shares of the Company's
common shares, $.10 par value (the "Shares").
Section 2. Administration of Plan.
-----------------------
The Plan shall be administered by a committee (the "Committee") of
not less than three directors of the Company appointed by the Company's Board of
Directors (the "Board"); provided that unless another committee is designated by
the Board, the Board's Compensation Committee shall serve as the Committee. The
members of the Committee shall serve at the pleasure of the Board, which may
remove members from the Committee or appoint new members to the Committee from
time to time, and members of the Committee may resign by written notice to the
Chairman of the Board or the Secretary of the Company. The Committee may adopt
any rules it considers appropriate for the conduct of its business or the
administration of the Plan, establish the terms and conditions of the Options,
make interpretations of the Plan and all agreements executed pursuant to the
Plan, and take any other actions it considers appropriate in connection with the
Plan, all in a manner consistent with the other provisions of the Plan, and
shall have such additional authority as the Board may determine to be desirable
from time to time. The decisions of the Committee on matters within its
jurisdiction under the Plan shall be conclusive and binding.
Section 3. Participants in Plan.
---------------------
The persons eligible to receive Options under the Plan shall be those
directors of the Company who are not employees or officers of the Company or any
subsidiary of the Company (any such person, an "Eligible Director").
Section 4. Shares Subject to Plan.
-----------------------
The maximum aggregate number of Shares which may be issued pursuant
to Options granted under the Plan shall be 300,000 Shares, and those Shares
shall be reserved for issuance under the Plan. Such Shares may be authorized but
unissued Shares or issued Shares reacquired by the Company and held as Treasury
Shares. If an Option granted under the Plan expires or terminates, the Shares
subject to such expired, or terminated option shall again be available for other
Options to be granted under the Plan. The aggregate number of Shares which may
be issued under the Plan shall be subject to adjustment under Section 9 of the
Plan.
<PAGE> 2
Section 5. Grant and Terms of Options.
---------------------------
Subject to Section 23 of the Plan, immediately following each annual
meeting of the shareholders of the Company following the Effective Date (as
defined in Section 22, below), each person who is then an Eligible Director
automatically shall be granted an option (an "Annual Option") to purchase 5,000
Shares. Each Annual Option shall be fully vested on the date of grant.
In addition, subject to Section 23 of the Plan, the Committee shall
have the authority to grant to each person who first becomes an Eligible
Director after the Effective Date an option (a "One-Time Option") to purchase
such number of Shares as the Committee may deem appropriate upon such terms and
conditions consistent with the Plan as the Committee may deem appropriate.
The Annual Options and the One-Time Options (collectively, the
"Options" and individually, an "Option") are stock options not intended to
qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Each Option shall be evidenced by a
written agreement in such form as the Committee shall from time to time approve,
and each such agreement (an "Option Agreement") shall be dated as of the date on
which the Option is granted, signed by an officer of the Company authorized by
the Committee, and signed by the Eligible Director to whom such option is
granted (Eligible Directors granted Options hereunder, "Grantees"). All Option
Agreements shall be consistent with the Plan and comply with and be subject to
the preceding terms of this section and the following terms and conditions:
(a) PRICE. The purchase price per Share issuable upon exercise
of an Option shall be the fair market value of a Share on the date the
Option is granted. For purposes of the Plan, the fair market value of a
Share shall mean, as of any given date: (i) the mean between the
highest and lowest bid and ask prices, as reported on the National
Association of Securities Dealers, Inc., on the most recent previous
reporting day, (ii) the last reported sale price in the Nasdaq Stock
Market National Market System on the most recent previous reporting
day, or (iii) the last reported sale price on any stock exchange on
which the Shares are listed on the most recent previous reporting day,
whichever shall be applicable.
(b) MAXIMUM TERM. The term of each Option shall commence on
the date such Option is granted and shall terminate on the fifth
anniversary of such date.
(c) TERMINATION OF OPTIONS. Except as otherwise provided in
section 16 of the Plan, if a Grantee ceases to be an Eligible Director
for any reason, then all Options or any unexercised portion of such
Options which otherwise are exercisable by such Grantee shall terminate
unless such Options are exercised within six months after the date such
Grantee ceases to be an Eligible Director (but in no event after
expiration of the original term of any such Options); provided that if
such Grantee ceases to be an Eligible Director by reason of such
Grantee's death, the 6-month period shall instead be a one-year period.
Notwithstanding the foregoing, if, after a Grantee reaches the age of
70, that Grantee ceases to be an Eligible Director for any reason other
than his death or discharge for cause, then any Option or portion
thereof which is otherwise then exercisable by that Grantee (including
without limitation any unexercised portion of a One-Time Option which
<PAGE> 3
vests pursuant to the third paragraph of this Section 5) shall not
terminate as provided in this section 5(c), but shall continue to be
exercisable during the remainder of the original term of that
Option; provided that if such Grantee thereafter dies, then each such
Option shall terminate unless exercised within one year after the date
of that Grantee's death (but in no event after the expiration of the
original term of that Option).
(d) TRANSFERABILITY. Options shall not be transferable, and
any attempted transfer shall be null and void, except that: (i) Options
may be transferred by a Grantee by will or the laws of descent and
distribution or pursuant to a domestic relations order (as defined in
the Code); and (ii) the Committee may, in its sole discretion and in
the manner established by the Committee, provide for the irrevocable
transfer, without payment of consideration, of any Option by a Grantee
to such Grantee's spouse, children, grandchildren, nieces, or nephews,
to the trustee of any trust for the principal benefit of one or more
such persons, or to a partnership whose only partners are one or more
such persons. During a Grantee's lifetime, such Grantee's Options shall
be exercisable only by such Grantee or his legal representatives;
provided that if on Option is transferred pursuant to a permitted
transfer, such Option shall be exercisable only by the transferee or
such transferee's legal representative.
(e) METHOD OF EXERCISE. To the extent the right to exercise an
Option has accrued, such Option may be exercised from time to time by
giving written notice to the Secretary of the Company (the date such
notice is received by the Company, the "Exercise Date"), stating the
number of Shares (which must be a whole number) with respect to which
such Option is being exercised. Upon receipt of payment of the full
purchase price for such Shares, plus applicable withholding taxes, by
certified or bank cashier's check or other form of payment acceptable
to the Company, or, if approved by the Committee, by (i) delivery of
unrestricted Shares having a fair market value on the date of such
delivery equal to the total exercise price, (ii) surrender of Shares
subject to the Option which have a fair market value equal to the total
exercise price at the time of exercise, or (iii) a combination of the
preceding methods, and subject to compliance with all other terms and
conditions of the Plan and the Option Agreement relating to such
Option, the Company shall issue, as soon as reasonably practicable
after receipt of such payment, such Shares to the person entitled to
receive such Shares, or such person's designated representative.
Section 6. Restriction On Exercise.
------------------------
Notwithstanding any provision of the Plan to the contrary, no
unexercised Option shall be exercisable if, prior to such exercise, the Grantee
of the Option violates any non-competition, confidentiality, conflict of
interest, or similar provision set forth in any Option Agreement or any other
agreement with the Company, or otherwise conducts himself in a manner adversely
affecting the Company or any subsidiary of the Company, as determined by the
Committee, in its sole discretion.
<PAGE> 4
Section 7. Withholding Tax.
----------------
The Company, at its option, shall have the right to require the
Grantee or any other person receiving Shares under the Plan to pay the Company
the amount of any taxes which the Company is required to withhold with respect
to such Shares or, in lieu of such payment, to retain or sell without notice a
number of such Shares sufficient to cover the amount required to be so withheld.
The Company, at its option, shall have the right to deduct from all dividends
paid with respect to Shares the amount of any taxes which the Company is
required to withhold with respect to such dividend payments. The obligations of
the Company under the Plan shall be conditional on such payment or other
arrangements acceptable to the Company.
Section 8. Securities Law Restrictions.
----------------------------
No Option shall be exercisable and no Shares shall be delivered under
the Plan except in compliance with all applicable federal and state securities
laws and regulations. The Company shall not be required to deliver any Shares or
other securities under the Plan prior to such registration or other
qualification of such Shares or other securities under any state or federal law,
rule, or regulation as the Committee shall determine to be necessary or
advisable, in its sole discretion.
The Committee may require each person acquiring Shares under the Plan
(a) to represent and warrant to and agree with the Company in writing that such
person is acquiring the Shares without a view to the distribution thereof, and
(b) to make such additional representations, warranties, and agreements with
respect to the investment intent of such person or persons as the Committee may
reasonably request. Any certificates for such Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
All Shares or other securities delivered under the Plan shall be
subject to such stop-transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any certificates evidencing
such Shares to make appropriate reference to such restrictions.
Section 9. Change in Capital Structure.
----------------------------
If the Company (a) pays a dividend or makes a distribution in Shares
without receiving consideration in the form of money, services, or property, (b)
subdivides or splits its outstanding Shares into a greater number of Shares, or
(c) combines its outstanding Shares into a smaller number of Shares, then the
aggregate number of Shares reserved for issuance pursuant to the Plan and the
number and option price of Shares subject to the unexercised portions of
then-outstanding Options shall be adjusted so that, assuming that Options had
been previously granted for all of the Shares so reserved, the Grantees would be
entitled to receive for the same aggregate price that number of Shares which
they would have owned after the happening of any of the events described above
had they exercised all of such Options prior to the happening of such event. An
adjustment made pursuant to this paragraph shall become effective immediately
after the record date in the case of a
<PAGE> 5
dividend or the effective date in the case of a subdivision, split, or
combination.
If the Company reclassifies or changes the Shares (except for
splitting or combining or changing par value) or participates in a consolidation
or merger (other than a merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the Shares except
as stated above), the aggregate number and type of shares of capital stock
reserved for issuance pursuant to the Plan and the number and option price of
shares of capital stock subject to the unexercised portions of then-outstanding
Options shall be adjusted so that, assuming that Options had been previously
granted for all the Shares reserved for issuance under the Plan, the Grantees
would be entitled to receive for the same aggregate price that number and type
of shares of capital stock which they would have owned after the happening of
any of the events described above had they exercised all of such Options prior
to the happening of such event.
No adjustment pursuant to this section shall be required unless such
adjustment would require an increase or decrease of at least 1% in the number or
price of the Shares or other shares of capital stock; provided that any
adjustments which by reason of this paragraph are not required to be made shall
be carried forward and taken into account in any subsequent adjustment. All
calculations under this section shall be made to the nearest cent or to the
nearest full share, as the case may be. Anything in this section to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
option price, in addition to those required by this section, as it, in its
discretion, shall determine to be advisable in order that any stock dividends,
subdivisions or splits of shares, distribution of rights to purchase shares or
securities, or distribution of securities convertible into or exchangeable for
shares hereafter made by the Company to its shareholders shall not be taxable.
In addition, if any adjustment is made under the preceding provisions
of this section with respect to the aggregate number or type of shares of
capital stock reserved for issuance pursuant to the Plan, then, with respect to
any remaining Options to be granted under the Plan after the date of such
adjustment, the numbers of Shares specified in section 5 of the Plan, and the
type of shares of capital stock subject to such Options, also shall be
proportionately adjusted in a manner consistent with the adjustment in the
aggregate number and type of shares of capital stock reserved for issuance
pursuant to the Plan.
Section 10. Six-Month Holding Period.
-------------------------
Shares purchased upon exercise of an Option may not be sold before
at least six months have elapsed from the date the Option was granted.
Section 11. No Enlargement of Rights.
-------------------------
The adoption of this Plan and the grant of one or more Options to an
Eligible Director shall not confer any right to the Eligible Director to
continue in the status of Eligible Director and shall not restrict or interfere
in any way with the right of the Company to terminate such Eligible Director's
status as such at any time, with or without cause.
<PAGE> 6
Section 12. Rights as Stockholder.
---------------------
No Grantee or any permitted transferee of an Option shall have any
rights of a stockholder in the Company with respect to the Shares covered by an
Option unless and until such Shares have been duly issued and delivered to him
under the Plan.
Section 13. Acceleration of Rights.
-----------------------
The Committee shall have the authority, in its discretion, to
accelerate the time at which an Option shall be exercisable whenever it may
determine that such action is appropriate by reason of changes in applicable tax
or other laws or other changes in circumstances occurring after the grant of
such Option.
Section 14. Definition of Subsidiary.
-------------------------
The terms "subsidiary" and "subsidiary corporation" when used in the
Plan or any Option Agreement made pursuant to the Plan mean a subsidiary
corporation as defined in Section 424(f) of the Code.
Section 15. Termination for Cause
---------------------
Notwithstanding any provision to the contrary in the Plan or in any
Option Agreement, upon the discharge of any Grantee as a director of the Company
for cause, all unexercised Options granted to such Grantee shall immediately
lapse and be of no further force or effect.
Section 16. Interpretation
--------------
The interpretation by the Committee of any provision of the Plan or
of any Stock Option Agreement executed pursuant to the grant of an Option under
the Plan shall be final and conclusive upon all Grantees or transferees under
the Plan.
Section 17. Termination and Amendment of Plan.
----------------------------------
The Board may from time to time alter, amend, or suspend the Plan or
may at any time terminate the Plan, provided that no such action shall
materially and adversely affect any outstanding Options without the consent of
the respective Grantees of such options.
Section 18. Protection of Board and Committee.
----------------------------------
No member of the Board or the Committee shall have any liability for
any determination or other action made or taken in good faith with respect to
the Plan or any Option granted under the Plan.
Section 19. Government Regulations.
-----------------------
Notwithstanding any provision of the Plan or any Option Agreement
executed pursuant to the Plan, the Company's obligations under the Plan and such
Option Agreement shall be subject to all applicable laws, rules, and regulations
and to such approvals as may be required by any governmental or regulatory
agencies, including without limitation any stock exchange on which the Shares
may then be listed.
<PAGE> 7
Section 20. Genders and Numbers.
--------------------
When permitted by the context, each pronoun used in the Plan shall
include the same pronoun in other genders and numbers.
Section 21. Captions.
---------
The captions of the various sections of the Plan are not part of the
context of the Plan, are only labels to assist in locating those sections, and
shall be ignored in construing the Plan.
Section 22. Effective Date.
---------------
The Plan is effective February 17, 1999 (the "Effective Date"). The
Plan shall be submitted to the shareholders of the Company for approval as soon
as practicable but in any event not later than 12 months after the Effective
Date. Notwithstanding anything to the contrary contained herein, no Options
shall be exercisable prior to such approval. If the Plan is not approved by the
shareholders of the Company within 12 months after the effective date of the
Plan, the Plan and all Options granted under the Plan shall become null and void
and have no further force or effect.
Section 23. Term of Plan.
-------------
No Option shall be granted pursuant to the Plan on or after the
tenth anniversary of the Effective Date, but Options granted prior to such tenth
anniversary may extend beyond that date.
Section 24. Savings Clause.
---------------
In case any one or more of the provisions of this Plan shall be held
invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and the invalid, illegal, or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provision
which could be deemed null and void shall first be construed, interpreted, or
revised retroactively to permit this Plan to be construed so as to foster the
intent of this Plan. This Plan and all transactions pursuant to this Plan are
intended to comply in all respects with applicable law and regulations.
<PAGE> 1
Exhibit 5
OPINION OF BAKER & HOSTETLER LLP
May 27, 1999
Metatec International, Inc.
7001 Metatec Boulevard
Dublin, Ohio 43017
Ladies and Gentlemen:
We are acting as counsel to Metatec International, Inc., an Ohio
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement is being filed to register 300,000 common shares,
without par value, of the Company (the "Shares") for offer and sale under and
pursuant to the Company's 1999 Directors Stock Option Plan (the "Plan").
In connection with the registration of 300,000 Shares for offer and
sale under and pursuant to the Plan, we have examined the Company's Articles of
Incorporation, as amended, the Company's Code of Regulations, and the records,
as exhibited to us, of the corporate proceedings of the Company and Metatec
Corporation, a Florida corporation and the disappearing corporation in a merger
with the Company that became effective on April 30, 1999. We have also examined
a copy of the Plan and such other documents and records, including certificates
from officers of the Company and others, as we considered necessary for purposes
of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when sold and paid for in the manner contemplated by
the Plan, will have been validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE> 2
Exhibit 23(a)
Contained in Exhibit 5.
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Metatec International, Inc. on Form S-8 of our reports dated February 25, 1999,
appearing and incorporated by reference in the Annual Report on Form 10-K of
Metatec Corporation for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
- - -------------------------
DELOITTE & TOUCHE LLP
Columbus, Ohio
May 27, 1999
