<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1999
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
KNIGHT-RIDDER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------
FLORIDA 38-0723657
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
50 WEST SAN FERNANDO ST.
SAN JOSE, CA 95113-2413
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
-------------------------
EMPLOYEE STOCK OPTION PLAN
EMPLOYEES STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
-------------------------
KAREN STEVENSON, ESQ.
VICE PRESIDENT AND
GENERAL COUNSEL
50 WEST SAN FERNANDO ST.
SAN JOSE, CA 95113-2413
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 938-7700
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
MARIE B. RIEHLE, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
OLD FEDERAL RESERVE BANK BUILDING
400 SANSOME STREET
SAN FRANCISCO, CA 94111-3143
(415) 392-1122
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,(2)
par value $.02 1/12 per share...... 8,000,000(3) shares $51.90625 $415,250,000 $115,440.00
========================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price have been calculated on the basis of $51.90625
per share, the average of the high and low price of the Common Stock on
the New York Stock Exchange on June 2, 1999.
(2) Includes Preferred Stock Purchase Rights which, prior to the occurrence
of certain events, will not be exercisable or evidenced separately from
the Common Stock.
(3) Consists of 7,000,000 additional shares of Common Stock under the
Employee Stock Option Plan and 1,000,000 additional shares of Common
Stock under the Employee Stock Purchase Plan.
================================================================================
<PAGE> 2
PART II - INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of Knight-Ridder, Inc. (the "Company") relating to the
Employee Stock Option Plan and the Employees Stock Purchase Plan is effective.
The Company's Form S-8 Registration Statements Nos. 2-37000, 2-39767, 2-43982,
2-52374, 2-67378, 2-91230, 33-25451, 33-31747 and 33-62906 are hereby
incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference to this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 27, 1998;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 27, 1998; and
(c) The description of the Company's Common Stock and Preferred
Stock Purchase Rights contained in the Company's registration
statements, including any subsequent amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 in this Registration Statement and be part hereof from
the date of the filing of such documents.
Any statement contained in a document 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 in a subsequently filed
document which is also incorporated by reference herein modifies or supersedes
such statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed on for the
Company by Karen Stevenson. Ms. Stevenson is Vice President and General Counsel
of the Company and at June 1, 1999 beneficially owned 1,000 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 607.0850 of the Florida Business Corporation Act, the
Company is in certain circumstances permitted, and in other circumstances may be
required, to indemnify its directors and officers against certain expenses
(including counsel fees) and other amounts paid in connection with certain
threatened, pending or completed civil or criminal actions, suits or proceedings
(including certain civil actions and suits which may be instituted by or in
right of the Company), in which such persons were or are parties, or are
threatened to be made parties, by reason of the fact that such persons were or
are directors or officers of the Company. Such section also permits the Company
to purchase and maintain insurance on behalf of its directors and officers
against any liability which may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Company, or which
may arise out of their status as directors or officers of the Company whether or
not the Company would have the power to indemnify such persons against such
liability under the provisions of such Section.
<PAGE> 3
Under Article VII of the Company's By-Laws, the Company is required to
indemnify its directors and officers to the fullest extent permitted by the laws
of Florida as from time to time in effect against certain expenses (including
counsel fees), judgments, fines and other sums paid in connection with the
defense or settlement of threatened, pending or completed civil or criminal
actions, suits or proceedings (including certain civil actions and suits which
may be instituted by or in the right of the Company), to which such persons are
parties or are otherwise involved in, by reason of the fact that such persons
were or are directors or officers of the Company. For the complete text of
Article VII of the Company's By-Laws, reference is made to Exhibit 3.2 to the
Company's Form 10-Q filed May 9, 1997, which exhibit is incorporated herein by
reference.
The Company maintains insurance for its officers and directors against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"), under insurance policies, the premiums for which
are paid by the Company. The effect of these insurance policies is to indemnify
any officer or director of the Company-against expenses, judgments, fines,
attorneys' fees and other amounts paid in settlements incurred by such person,
subject to certain exclusions. Such policies do not insure against any such
amount incurred by an officer or director as a result of his or her own
dishonesty.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER NAME
-------- ----
<S> <C>
5.1 Opinion of Karen Stevenson, Esq..
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Karen Stevenson, Esq. is included in Exhibit 5.1 to
this Registration Statement.
24.1 Powers of Attorney.
99.1 Knight-Ridder, Inc. Employees Stock Purchase Plan, as amended.
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the 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 for the in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
<PAGE> 4
(2) That, for the purpose of determining any liability under
the Securities 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 5
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 San Jose, State of California on the 7th of June,
1999.
KNIGHT-RIDDER, INC.
By: /s/ MARY JEAN CONNORS
-------------------------------------
Mary Jean Connors
Senior Vice President/Human Resources
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
* P. ANTHONY RIDDER Chairman of the Board and Chief June 7, 1999
- ---------------------------------------- Executive Officer
P. Anthony Ridder
Principal Financial Officer:
* ROSS JONES Chief Financial Officer and June 7, 1999
- ---------------------------------------- Senior Vice
Ross Jones President/Finance
Principal Accounting Officer:
* GARY R. EFFREN Vice President/Controller June 7, 1999
- ----------------------------------------
Gary R. Effren
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*JAMES I. CASH, JR. Director June 7, 1999
- ----------------------------------------
James I. Cash, Jr.
*JOAN RIDDER CHALLINOR Director June 7, 1999
- ----------------------------------------
Joan Ridder Challinor
*ALVAH H. CHAPMAN, JR. Director June 7, 1999
- ----------------------------------------
Alvah H. Chapman, Jr.
*KATHLEEN FOLEY FELDSTEIN Director June 7, 1999
- ----------------------------------------
Kathleen Foley Feldstein
*THOMAS P. GERRITY Director June 7, 1999
- ----------------------------------------
Thomas P. Gerrity
*BARBARA BARNES HAUPTFUHRER Director June 7, 1999
- ----------------------------------------
Barbara Barnes Hauptfuhrer
*M. KENNETH OSHMAN Director June 7, 1999
- ----------------------------------------
M. Kenneth Oshman
*RANDALL L. TOBIAS Director June 7, 1999
- ----------------------------------------
Randall L. Tobias
*GONZALO F. VALDES-FAULI Director June 7, 1999
- ----------------------------------------
Gonzalo F. Valdes-Fauli
*JOHN L. WEINBERG Director June 7, 1999
- ----------------------------------------
John L. Weinberg
*By: /s/ KAREN STEVENSON
------------------------------------
Karen Stevenson, as attorney-in-fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER NAME NUMBER
-------- ---- ------
<S> <C> <C>
5.1 Opinion of Karen Stevenson, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Karen Stevenson, Esq. is included in Exhibit 5.1 to
this Registration Statement.
24.1 Powers of Attorney.
99.1 Knight-Ridder, Inc. Employees Stock Purchase Plan, as amended.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
June 7, 1999
Knight-Ridder, Inc.
50 West San Fernando Street
San Jose, CA 95113-2413
Re: Registration Statement on Form S-8 - Employee Stock
Option Plan and Employees Stock Purchase Plan
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be
filed by Knight-Ridder, Inc., a Florida corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
7,000,000 shares of the Company's common stock, par value $ .02 1/12 per share
(the "Common Stock") issuable pursuant to the Employee Stock Option Plan and
1,000,000 shares of Common Stock issuable pursuant to the Employees Stock
Purchase Plan (together, in each case with associated preferred stock purchase
rights (collectively, the "Shares"), it is my opinion that the Shares, when
issued and sold in accordance with the Employee Stock Option Plan and the
Employees Stock Purchase Plan, as applicable, will be legally issued, fully paid
and nonassessable.
Very truly yours,
/s/ Karen Stevenson
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the related Prospectus of the Registration Statement (Form S-8
333-_______) of Knight-Ridder, Inc. for the registration of 7,000,000 shares of
Common Stock to be issued under the Knight-Ridder, Inc. Employee Stock Option
Plan and 1,000,000 shares of Common Stock to be issued under the Knight-Ridder,
Inc. Employees Stock Purchase Plan, and to the incorporation by reference in the
Registration Statement of our report dated January 22, 1999, with respect to the
consolidated financial statements and schedule of Knight-Ridder, Inc. included
in its Annual Report (Form 10-K) for the year ended December 27, 1998, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
June 3, 1999
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director and officer of Knight-Ridder, Inc.
(the "Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson,
and each of them, with full power of substitution and resubstitution, his/her
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ P. Anthony Ridder Chairman of the Board and
- ---------------------------------------- Chief Executive Officer
P. Anthony Ridder
<PAGE> 2
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEES STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, an officer of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Karen Stevenson and Gary Effren,
with full power of substitution and resubstitution, his true and lawful
attorney-in-fact and agent to execute in his name, place and stead in such
capacity or capacities (whether on behalf of the Company, as an officer of the
Company or otherwise), any and all instruments which said attorney may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any requirements
of the Securities and Exchange Commission (the "Commission") in respect thereof,
in connection with the filing of any Registration Statement to be filed with the
Commission under the Securities Act relating to shares of the Company's Common
Stock issued or issuable under the Company's Employees Stock Purchase Plan and
Employee Stock Option Plan, including, without limitation, power and authority
to sign his name (whether on behalf of the Company, as an officer of the Company
or otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, and grants unto said attorney and his/her
substitutes full power and authority to do and perform, in the name and on
behalf of the undersigned, every act whatsoever necessary or advisable to be
done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person. The undersigned does hereby ratify and
confirm all that such attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto
as of this 3rd day of June, 1999.
/s/ Ross Jones Chief Financial
- ---------------------------------------- Officer and Senior
Ross Jones Vice President/Finance
<PAGE> 3
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEES STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, an officer of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his true and
lawful attorney-in-fact and agent to execute in his name, place and stead in
such capacity or capacities (whether on behalf of the Company, as an officer of
the Company or otherwise), any and all instruments which said attorney or
attorneys may deem necessary or advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any requirements of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the filing of any Registration Statement to
be filed with the Commission under the Securities Act relating to shares of the
Company's Common Stock issued or issuable under the Company's Employees Stock
Purchase Plan and Employee Stock Option Plan, including, without limitation,
power and authority to sign his name (whether on behalf of the Company, as an
officer of the Company or otherwise) to any such Registration Statement and any
and all amendments (including post-effective amendments) to any such
Registration Statement, and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Commission, and grants unto
each of said attorneys and his/her substitutes full power and authority to do
and perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his name hereto
as of this 1st day of June, 1999.
/s/ Gary R. Effren Vice President/
- ---------------------------------------- Controller
Gary R. Effren
<PAGE> 4
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ James I. Cash, Jr. Director
- ----------------------------------------
James I. Cash, Jr.
<PAGE> 5
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Joan Ridder Challinor Director
- ----------------------------------------
Joan Ridder Challinor
<PAGE> 6
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Alvah H. Chapman, Jr. Director
- ----------------------------------------
Alvah H. Chapman, Jr.
<PAGE> 7
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Kathleen Foley Feldstein Director
- ----------------------------------------
Kathleen Foley Feldstein
<PAGE> 8
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Thomas P. Gerrity Director
- ----------------------------------------
Thomas P. Gerrity
<PAGE> 9
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Barbara Barnes Hauptfuhrer Director
- ----------------------------------------
Barbara Barnes Hauptfuhrer
<PAGE> 10
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ M. Kenneth Oshman Director
- ----------------------------------------
M. Kenneth Oshman
<PAGE> 11
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Randall L. Tobias Director
- ----------------------------------------
Randall L. Tobias
<PAGE> 12
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ Gonzalo F. Valdes-Fauli Director
- ----------------------------------------
Gonzalo F. Valdes-Fauli
<PAGE> 13
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK PURCHASE PLAN AND EMPLOYEE STOCK OPTION PLAN
KNOW ALL PERSONS BY THESE PRESENTS:
The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Ross Jones and Karen Stevenson, and
each of them, with full power of substitution and resubstitution, his/her true
and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a
director and/or officer of the Company or otherwise), any and all instruments
which said attorney or attorneys may deem necessary or advisable in order to
enable the Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with the filing
of any Registration Statement to be filed with the Commission under the
Securities Act relating to shares of the Company's Common Stock issued or
issuable under the Company's Employee Stock Purchase Plan and Employee Stock
Option Plan, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, and grants unto each of
said attorneys and his/her substitutes full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or advisable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do in person. The undersigned
does hereby ratify and confirm all that such attorneys and agents shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 12th day of May, 1999.
/s/ John L. Weinberg Director
- ----------------------------------------
John L. Weinberg
<PAGE> 1
EXHIBIT 99.1
KNIGHT-RIDDER, INC.
EMPLOYEES STOCK PURCHASE PLAN
(Amended Through January 26, 1999)
SECTION I. PURPOSE
The purpose of the Knight-Ridder, Inc. Employees Stock Purchase Plan,
hereinafter referred to as the "PLAN", is to provide employees of Knight-Ridder,
Inc., hereinafter referred to as the "COMPANY", and its subsidiaries an
opportunity to purchase shares of Common Stock, par value Two and One-Twelfth
Cents (2-1/12), hereafter referred to as the "STOCK", of the Company by
increasing the employees' interest in the growth and success of the Company, and
encourage such employees to remain with the Company and its subsidiaries.
`Subsidiaries' as used herein shall mean corporations (other than
Knight-Ridder, Inc.) or partnerships in an unbroken chain of corporations and/or
partnerships beginning with Knight-Ridder, Inc., if, at the time of the granting
of the right to purchase, each of the corporations and partnerships other than
the last corporation or partnership in the unbroken chain owns stock possessing
50% or more of the total combined voting power of all classes of stock in a
corporation in such chain or at least a 50% partnership interest in a
partnership in such chain.
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SECTION II. ADMINISTRATION OF THE PLAN
The Plan will be administered for the Company by a committee appointed
by the Board of Directors, which committee shall consist of not less than three
(3) members of the Board of Directors. Such committee shall be called the
"Employee Stock Purchase Plan Committee," hereinafter referred to as the
"Committee."
The interpretation and decision with regard to any question arising
under the Plan made by the Committee shall, unless overruled or modified by the
Board of Directors of the Company, be final and conclusive upon all employees of
the Company and its subsidiaries participating in the Plan and any person
claiming by or through any such employee.
SECTION III. SHARES SUBJECT TO THE PLAN
The shares of Common Stock of the Company, which may be offered
under the Plan, may be unissued stock or stock purchased by the Company. The
number of shares of stock to be sold under the Plan shall not exceed 20,400,000
shares except as such number may be adjusted pursuant to Section XI hereof. All
shares not purchased, and all shares not previously offered may be available for
subsequent offers.
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<PAGE> 3
SECTION IV. EMPLOYEES' ELIGIBILITY
All employees of the Company and its subsidiaries shall be eligible to
participate in the Plan except:
a) Employees who, prior to the first day of the Purchase Period (as
defined in Section V) have been employed less than one (1) year;
b) Employees whose customary employment is twenty (20) hours or less
per week; and
c) Employees whose customary employment is for not more than five
(5) months in any calendar year.
The number of shares that may be purchased by an employee under any
offering under the Plan shall bear a uniform relationship to the covered
compensation of such employee over a period of time in which such compensation
is paid. However, notwithstanding anything herein to the contrary, no employee
shall be granted a right to purchase under the Plan if such employee,
immediately after the right to purchase is granted, owns stock (including stock
which may be purchased under outstanding rights to purchase) possessing Five Per
Cent (5%) or more of the total combined voting power or value of all classes of
stock of the Company or its subsidiaries. For the foregoing purposes the rules
of Section 425(d) of the Internal Revenue Code of 1954, as amended, shall apply
in determining stock ownership. Nor shall any employee be granted a right to
purchase which permits his rights to purchase stock under all Employee Stock
Purchase Plans of the Company and its subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000.00) of the fair market value of
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<PAGE> 4
such stock (determined at the time such right to purchase is granted) for each
calendar year in which such right to purchase is outstanding at any time.
Provided, however, that this limitation shall equal Four Thousand One Hundred
Sixty-Seven and 67/100 Dollars ($4,167.67) during the special two-month Purchase
Period, beginning July 1, 1986 and ending August 31, 1986.
SECTION V. PURCHASE PERIODS
Purchase Periods shall commence on each September 1, December 1, March 1
and June 1 (except that a special two-month Purchase Period shall commence on
July 1, 1986), or such other dates as the Committee or the Board of Directors of
the Company may determine. Each Purchase Period shall consist of three (3)
months except for the special two-month Purchase Period beginning on July 1,
1986 and ending on August 31, 1986. At the commencement of Purchase Period, the
Company shall, subject to and within the limits of the Plan, make shares of
stock available under the Plan. Except as provided in Section IV of the Plan,
all employees participating in an offering shall have the same rights and
privileges to purchase stock under the Plan.
SECTION VI. PARTICIPATION
Each eligible employee, at the commencement of each Purchase Period,
shall be granted a right to purchase, which right shall provide that such
employee may purchase as many full shares of the stock as may be purchased in an
amount
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<PAGE> 5
not less than One Per Cent (1%) or more than Ten Per Cent (10%) of the amount
received as covered compensation by the employee during the Purchase Period.
Covered compensation, as used herein, shall be the employee's base pay,
commissions, overtime and all bonuses, except that an employee may elect, in
accordance with procedures established by the Committee, to exclude from covered
compensation any payment pursuant to the Company's Executive Compensation Plan
and Local Incentive Plans, or in the case of the chairman or president any bonus
paid to them. Notwithstanding the foregoing provisions, covered compensation
shall not include income resulting from the exercise of stock options or stock
appreciation rights; expense allowances, relocation payments, any amounts paid
as severance pay; and any amounts not paid to the employee by the Company in
cash.
SECTION VII. PAYROLL DEDUCTIONS
The shares of the stock purchased under the Plan shall be paid for by
payroll deductions, without the right of prepayment, during the applicable
Purchase Period. Each eligible employee shall execute and deliver to the Company
a Payroll Deduction Authorization directing payroll deductions between One Per
Cent (1%) and Ten Per Cent (10%) of his covered compensation, as defined in
Section VI, for the Purchase Period, which authorization shall not be changed
during the Purchase Period. No interest shall accrue on the amounts deducted. An
employee, at any time until the last payroll deduction is made during such
Purchase Period, (or in the event of his death during such period, his
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<PAGE> 6
personal representative) may withdraw the balance accumulated by deductions and
withdraw from participation in the purchase of the stock, and such employee
shall not thereafter participate during such Purchase Period.
Balances remaining in an Employee's Payroll Deduction Account (being
less than the Purchase Price) will be carried forward into the next Purchase
Period. Such balances, in amounts of $10.00 or more at the termination of the
Plan may be supplemented by the employee to complete the purchase of an
additional share of stock. Balances of less than $10.00 in an Employee's Payroll
Deduction Account at the termination of the Plan will be automatically refunded.
SECTION VIII. PRICE
The purchase price for a share of the stock shall be Eighty-Five Per
Cent (85%) of the fair market value of the stock at the time the right to
purchase is exercised, but shall not be less than par value.
SECTION IX. EXERCISE OF RIGHT TO PURCHASE AND ISSUANCE OF SHARES
A participant shall be deemed to have exercised his right to purchase
and have paid for his shares to the extent of his payroll deduction on the last
day of the Purchase Period, and such shares so purchased shall be issued to him
as of such date and delivered to him as soon as practicable after such date.
Only upon the issuance of such shares shall the participant have, with respect
to such shares of stock, any rights of a stockholder.
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<PAGE> 7
SECTION X. NON-ASSIGNABILITY
The rights of the participant shall not be transferable by him otherwise
than by Will or by the laws of Descent and Distribution, and such will be
exercisable during his lifetime only by him.
SECTION XI. ADJUSTMENT BY REASON OF CHANGES IN COMMON STOCK STRUCTURE
If, after the effective date of the Plan, there shall be any changes in
the Common Stock structure of the Company by reason of the declaration of stock
dividends, recapitalization resulting in stock split-ups, or combinations or
exchanges or shares by reason of merger, consolidation, or by any other means,
then the number of shares available for right to purchase and the shares subject
to any such rights shall be equitably and appropriately adjusted by the Board of
Directors of the Company as in its sole and uncontrolled discretion shall seem
just and reasonable in the light of all the circumstances pertaining thereto.
SECTION XII. TERMINATION OF EMPLOYMENT
If the participant shall cease to be employed by the Company or one of its
subsidiaries for any reason, other than death or retirement, the amount of his
payroll deductions for the current Purchase Period shall be applied to have
shares purchased and issued to him in accordance with Section IX unless such
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<PAGE> 8
participant elects in writing, not later than the last day of the Purchase
Period to withdraw the balance accumulated by payroll deductions in which case
he or his personal representative shall be paid the amount of his payroll
deductions for the current Purchase Period, and the right to purchase any shares
for such Purchase Period shall be terminated.
If the participant shall cease to be employed by the Company or one of
its subsidiaries by reason of death or retirement, he or his personal
representative may within three (3) months after termination of such employment
receive the number of full shares which may be purchased by his payroll
deductions for the current Purchase Period up to the time of his death or
retirement.
SECTION XIII. RIGHT TO TERMINATE EMPLOYMENT
The plan shall not confer upon any employee any right with respect to
being continued in the employ of the Company and its subsidiaries or to
interfere in any way with the right of the Company and its subsidiaries to
terminate his employment at any time, nor shall it interfere in any way with the
employee's right to terminate his employment.
SECTION XIV. TERM
The Plan shall be in effect through the Purchase Period ending August
31, 2002, and no right to purchase may be exercised after termination of the
Plan.
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<PAGE> 9
While it is intended that the Plan remain in effect for the period
specified, the Board of Directors of the Company may terminate the Plan at any
time in its discretion.
If at any time the number of shares of stock authorized for purposes of
the Plan is not sufficient to meet all unfilled purchase requirements, the
Committee shall terminate payroll deductions and apportion the remaining
available shares among participating employees for purchase under the Plan in
such manner as it may deem equitable. Balances in Employee Payroll Deductions
Accounts thereafter shall be refunded promptly and the Plan Terminated.
SECTION XV. AMENDMENT TO THE PLAN
The Board may amend the Plan at any time. No such amendment, however,
may increase the maximum number of shares that may be offered, decrease the
price fixed in Section VIII, or change the class of employees eligible to
participate under the Plan without the approval of a majority of the
shareholders of Common Stock of the Company.
SECTION XVI. AUTHORIZATION
The Plan shall not become effective unless it is approved by a majority
of the shareholders of Common Stock of the Company.
9
