CLARCOR INC, S-8 POS, 1997-02-28

CLARCOR INC
S-8 POS, 1997-02-28
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
REGISTRATION NO. 333-19735

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

CLARCOR INC.
(Exact Name of Registrant as Specified in Its Charter)
------------

DELAWARE 36-0922490
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(Address of Principal Executive Offices) (Zip Code)

</TABLE>

UNITED AIR SPECIALISTS, INC. 1984 INCENTIVE STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1985 INCENTIVE STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1991 INCENTIVE STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1994 STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full Titles of the Plans)

BRUCE A. KLEIN
VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(815) 962-8867
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

<PAGE> 2

INTRODUCTORY STATEMENT

CLARCOR INC., a Delaware corporation (the "Registrant"), hereby amends
its Registration Statement on Form S-4 (Registration No. 333-19735) by filing
this Post-Effective Amendment No. 1 on Form S-8.

On February 28, 1997, United Air Specialists, Inc., an Ohio
corporation ("UAS"), became a wholly-owned subsidiary of the Registrant upon
consummation of the merger (the "Merger") contemplated by the Agreement and
Plan of Merger dated as of September 23, 1996 (the "Merger Agreement") among
the Registrant, a wholly-owned subsidiary of the Registrant and UAS. Each
option (an "Outstanding Option") to purchase Common Stock, without par value,
of UAS ("UAS Common Stock"), which was outstanding immediately prior to the
effective time of the Merger (the "Effective Time") pursuant to stock option
plans of UAS referenced in the Merger Agreement as "Company Stock Plans" became
an option to purchase the number of shares of Common Stock, par value $1 per
share, of the Registrant ("Common Stock"), together with the associated rights
to purchase shares of Series B Junior Participating Preferred Stock of the
Registrant ("Rights") in accordance with the Stockholder Rights Agreement dated
as of March 28, 1996 between the Registrant and the First Chicago Trust Company
of New York, as Rights Agent, increased to the nearest whole share, determined
by multiplying (i) the number of shares of UAS Common Stock subject to such
Outstanding Option immediately prior to the Effective Time by (ii) .3702116
(the "Conversion Number"), at an exercise price per share of Common Stock
(increased to the nearest whole cent) equal to the exercise price per share of
UAS Common Stock immediately prior to the Effective Time divided by the
Conversion Number. Each Outstanding Option will otherwise be exercisable upon
the same terms and conditions as were applicable immediately prior to the
Effective Time.

This Post-Effective Amendment relates to the offer and sale after the
Effective Time of Common Stock, together with the associated Rights, pursuant
to and in accordance with the Outstanding Options.

<PAGE> 3

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed (file number 1-11024) by the
Registrant with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

1. The Registrant's Annual Report on Form 10-K for the year ended
November 30, 1996;

2. The Registrant's Current Reports on Form 8-K filed with the SEC on
January 6 and February 28, 1997;

3. The description of the Common Stock contained in the Registration
Statement on Form S-4 (Registration No. 333-19735) under the caption
"Description of CLARCOR Common Stock" filed by the Registrant with the
SEC on January 14, 1997, including any amendments or reports filed for
the purpose of updating such description; and

4. The description of the Rights contained in the Registration Statement
on Form 8-A filed by the Registrant with the SEC on April 3, 1996,
including any amendments or reports filed for the purpose of updating
such description.

All reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof 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 herein and to be a part hereof from the dates of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

II-1
<PAGE> 4

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL")
contains provisions permitting corporations organized thereunder to indemnify
directors, officers, employees and agents from liability under certain
circumstances. The Restated Certificate of Incorporation of the Registrant, as
amended, provides indemnification for directors, officers, employees and agents
to the extent permitted by the DGCL, eliminates to the extent permitted by the
law the personal liability of directors for monetary damages to the Registrant
and its stockholders and permits the Registrant to insure its directors,
officers, employees and agents against certain liabilities as to which they may
not be indemnified under the DGCL.

ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

(a) The following is a list of Exhibits included as part of this
Post-Effective Amendment. Items marked with a single asterisk are filed
herewith. Items marked with a double asterisk were filed by the Registrant
with the SEC on January 14, 1997 with the Registration Statement on Form S-4 to
which this Post-Effective Amendment relates.

4.1 Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1983.

4.2 Amendment to ARTICLE NINTH of Registrant's Restated Certificate of
Incorporation is hereby incorporated by reference to Exhibit
3.1(a) to Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1988.

4.3 Amendment changing name of Registrant to CLARCOR Inc. is hereby
incorporated by reference to Exhibit 3.1(b) to Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1988.

4.4 Amendment to ARTICLE FOURTH of Registrant's Restated Certificate
of Incorporation is hereby incorporated by reference to Exhibit
3.1(c) to Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1990.

II-2
<PAGE> 5

**4.5 Certificate of Designations of Series B Junior Participating
Preferred Stock of Registrant as filed with the Secretary of State
of the State of Delaware on April 2, 1996.

4.6 Registrant's By-laws, as amended to date, are incorporated by
reference to Exhibit 3.2 to Registrant's Annual Report on Form
10-K for the fiscal year ended November 30, 1995.

4.7 Stockholder Rights Agreement dated as of March 28, 1996 between
the Registrant and the First Chicago Trust Company of New York, as
Rights Agent, is incorporated by reference to Exhibit 4 to
Registrant's Current Report on Form 8-K filed on April 3, 1996.

*4.8 United Air Specialists, Inc. 1984 Incentive Stock Option Plan.

*4.9 United Air Specialists, Inc. 1985 Incentive Stock Option Plan.

*4.10 United Air Specialists, Inc. 1991 Incentive Stock Option Plan.

*4.11 United Air Specialists, Inc. 1994 Stock Option Plan.

*4.12 United Air Specialists, Inc. 1994 Stock Option Plan for
Nonemployee Directors.

**5.1 Opinion of Sidley & Austin regarding the legality of the
securities being registered.

*23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Sidley & Austin (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).

**24.1 Powers of Attorney.

(b) Not applicable.

II-3
<PAGE> 6

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 of 1933, as amended (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; and 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 SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent 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
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(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.

II-4
<PAGE> 7

(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 SEC 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.

II-5
<PAGE> 8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockford, State of
Illinois, on February 28, 1997.

CLARCOR INC.

By:
Lawrence E. Gloyd
---------------------------
Lawrence E. Gloyd
Chairman of the Board and
Chief Executive Officer

II-6
<PAGE> 9

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
Lawrence E. Gloyd Chairman of the Board February 28, 1997
- ----------------- and Chief Executive
Lawrence E. Gloyd Officer

Norman E. Johnson President and Chief February 28, 1997
- ----------------- Operating Officer and
Norman E. Johnson Director

Bruce A. Klein Vice President - February 28, 1997
- -------------- Finance and Chief
Bruce A. Klein Financial Officer
(principal financial
officer)

William F. Knese Vice President, February 28, 1997
- ---------------- Treasurer and
William F. Knese Controller (principal
accounting officer)

* Director
- ----------------------
J. Marc Adam

* Director
- ----------------------
Milton R. Brown

* Director
- ----------------------
Carl J. Dargene

* Director
- ----------------------
Dudley J. Godfrey, Jr.

* Director
- ----------------------
Stanton K. Smith, Jr.

* Director
- ----------------------
Don A. Wolf

*By: Bruce A. Klein February 28, 1997
--------------
Bruce A. Klein
Attorney-in-Fact

</TABLE>

II-7
<PAGE> 10

EXHIBIT INDEX

The following is a list of Exhibits included as part of this
Post-Effective Amendment. Item marked with a single asterisk are filed
herewith. Items marked with a double asterisk were filed by the Registrant
with the SEC on January 14, 1997 with the Registration Statement on Form S-4 to
which this Post-Effective Amendment relates.

4.1 Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1983.

4.3 Amendment changing name of Registrant to CLARCOR Inc. is hereby
incorporated by reference to Exhibit 3.1(b) to Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1988.

**4.5 Certificate of Designations of Series B Junior Participating
Preferred Stock of Registrant as filed with the Secretary of State
of the State of Delaware on April 2, 1996.

4.6 Registrant's By-laws, as amended to date, are incorporated by
reference to Exhibit 3.2 to Registrant's Annual Report on Form
10-K for the fiscal year ended November 30, 1995.

*4.8 United Air Specialists, Inc. 1984 Incentive Stock Option Plan.

*4.9 United Air Specialists, Inc. 1985 Incentive Stock Option Plan.

*4.10 United Air Specialists, Inc. 1991 Incentive Stock Option Plan.

<PAGE> 11

*4.11 United Air Specialists, Inc. 1994 Stock Option Plan.

*4.12 United Air Specialists, Inc. 1994 Stock Option Plan for
Nonemployee Directors.

**5.1 Opinion of Sidley & Austin regarding the legality of the
securities being registered.

*23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Sidley & Austin (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).

**24.1 Powers of Attorney.

<PAGE> 1
EXHIBIT 4.8

UNITED AIR SPECIALISTS, INC.

INCENTIVE STOCK OPTION PLAN

1984

1. Effective Date of 1984 Plan.

This plan known as the United Air Specialists, Inc. 1984 Incentive Stock
Option Plan (herein called the "1984 Plan") shall become effective March 1,
1984, the date fixed by the Board of Directors (herein called the "Board") of
United Air Specialists, Inc. (herein called the "Company") subject to approval,
on or before February 28, 1985, by the shareholders of the Company. The 1984
Plan reads as follows:

2. Purpose of 1984 Plan.

This 1984 Plan is to afford an incentive to corporate officers and key
managerial personnel of the Company and of any subsidiaries of the Company to
acquire a proprietary interest in the Company and to enable the Company and
its subsidiaries to attract and retain such officers and key managerial
personnel.

3. The Stock.

The stock which may be optioned and sold under the 1984 Plan is not to
exceed 120,000 shares of the common stock, without par value, of the Company,
which shares may be taken from the unissued but authorized shares of the common
stock of the Company, from treasury shares, or from common stock purchased by
the Company from the open market. If for any reason an option under this 1984
Plan expires in whole or in part, shares subject to such expired option may
again be subjected to an option under this 1984 Plan.

4. Eligibility.

Options shall be granted only to persons who at the time of the grant are
corporate officers or key managerial personnel of the Company, or of any parent
corporation or subsidiary corporation of the Company, and are eligible under the
Internal Revenue Code of 1954, as amended, to receive an "incentive stock
option" as defined in Section 422A of the Internal Revenue Code of 1954, as
amended. Under the terms of said statute, an option may be granted at any time
within ten years after the adoption of this 1984 Plan, or approval by the
shareholders, whichever is earlier; and an option may be exercised at any time
within ten years after the granting of such option, except that an option
granted to any individual who owns stock possessing more than ten percent of the
total combined voting power of the stock of the Company or of any parent
corporation or subsidiary corporation must be exercised within five years after
the granting of such option. Whenever reference is made in
<PAGE> 2
this 1984 Plan to Section 422A or Section 425 of the Internal Revenue Code of
1954, as amended, the reference shall be to said Section as it is now in force
or as it may hereafter be amended by any amendment which is applicable to this
1984 Plan.

The terms "parent corporation" and "subsidiary corporation" shall have the
meanings given to them by Section 425 of the Internal Revenue Code of 1954, as
amended. With approval of the Board, the Committee designated pursuant to
Section 11 of this Plan (herein called the "Committee") will determine or, if
there is no Committee, the Board will determine the employees to whom options
are to be granted and the number of shares subject to each option.
Participation in the 1984 Plan and the exercise or non-exercise of any option
granted are entirely voluntary on the part of each employee to whom the
option is offered.

5. Price.

The price at which shares of stock of the Company may be purchased under
the stock options granted hereunder shall be fixed by the Committee with the
approval of the Board or, if there is no Committee, by the Board, and shall be
not less than the following:

(a) 110% of the fair market value of the stock at the time the option is
granted (but not less than par value), with respect to an option granted
to an individual who owns stock possessing more than ten percent (10%) of
the total combined voting power of the stock of the Company or of any
parent corporation or subsidiary corporation of the Company; or

(b) the fair market value of the stock at the time the option is granted
(but not less than par value), with respect to an option granted to
individuals other than those described in subsection (a).

The fair market value shall be what the Board, or the Committee with the
approval of the Board, in good faith determines it to be.

6. Maximum Amount of Grant.

The aggregate fair market value (determined as of the time the option is
granted) of the stock for which an employee may be granted options in any
calendar year under this 1984 Plan and all other incentive stock option plans of
the Company and any parent or subsidiary corporations of the Company shall not
exceed $100,000 plus any "unused limit carryover" as that term is defined in
Section 422A(c)(4) of the Internal Revenue Code of 1954, as amended.

7. Time of Grant, Period of Options, and Right to Exercise.

Subject to the provisions and limitations of this 1984 Plan, options may be
granted by the Company at such time or times as may be determined by the
Committee with the approval of the Board or, if

-2-
<PAGE> 3
there is no Committee, by the Board during the period this 1984 Plan is in
effect.

The time or times when options granted hereunder or portions thereof shall
become exercisable, the expiration dates of the options, the manner of their
exercise, and the terms of payment of the option price shall be as determined by
the Committee with the approval of the Board, or if there is no Committee, by
the Board at or prior to the times of the respective grants of the options.

Notwithstanding any provision contained herein, no option granted may be
exercisable by the option grantee if he is the grantee of an outstanding (within
the meaning of Section 422A(c)(7) of the Internal Revenue Code of 1954, as
amended) "incentive stock option" which was granted before the granting of the
option in issue to purchase stock of the Company or in a corporation which (at
the granting of the option in issue) is a parent or subsidiary corporation of
the Company, or in any predecessor of such corporations.

Each option granted hereunder shall be exercisable during the lifetime of
the option grantee only by him and only if at all times during the period
beginning with the date of the granting of the option and ending on the day
three (3) months before the date he elects to exercise the option he was an
employee of either the Company, a parent or subsidiary corporation of the
Company, or a corporation or parent or subsidiary corporation of such
corporation issuing or assuming the option in a transaction to which Section
425(a) of the Internal Revenue Code of 1954, as amended, applies.

In the event of the death of an option grantee at a time when he is
entitled to exercise his option or any part thereof, his estate, or any person
who acquires the right to exercise his option by bequest or inheritance or by
reason of his death, shall have such rights to exercise his option as provided
in the grant of the option to him as shall be permissible in the case of
"incentive stock options" under the Internal Revenue Code of 1954, as amended.

8. Non-Transferability.

Options granted hereunder shall be personal to the employee, and shall be
non-assignable and non-transferable otherwise than by will and by the law of
descent and distribution.

9. Stock Dividends, Recapitalization, etc.

-3-
<PAGE> 4
any such case, an appropriate adjustment shall also be made in the total number
of shares of stock reserved for the future granting of options under this 1984
Plan. Any such adjustment made by the Committee or the Board pursuant to this
1984 Plan shall be binding upon the holders of all unexpired option rights
outstanding hereunder. The Company shall give to each option grantee appropriate
information as to any such adjustments.

10. Merger, Consolidation, Reorganization, Liquidation, etc.

If the Company shall become a party to any corporate merger, consolidation,
major acquisition of property or stock, separation, reorganization, or
liquidation, the Committee with the approval of the Board or, if there is no
Committee, the Board shall have power to make arrangements, which shall be
binding upon the holders of unexpired option rights, for the substitution of new
options for any unexpired options then outstanding under this 1984 Plan, or for
the assumption of any such unexpired options, provided that such arrangements
shall meet the requirements of Section 425(a) of the Internal Revenue Code of
1954, as amended, or such similar provisions of the Internal Revenue Code as may
then be in effect.

11. Administration of 1984 Plan.

This 1984 Plan shall be administered by the Stock Option Plan Committee,
which may be appointed from time to time by a resolution passed by a majority of
the whole Board, or, if no committee has been appointed by the Board, shall be
administered by the Board. No option grantee hereunder shall be a member of such
Committee. All actions of the Committee shall be subject to the approval of the
Board.

12. Form of Option.

Each option granted hereunder shall contain such provisions and conditions
in addition to those included in this 1984 Plan as the Committee with the
approval of the Board or, if there is no Committee, the Board shall deem
advisable, provided that no such additional provisions or conditions shall be
inconsistent with this 1984 Plan or with the provisions of the Internal Revenue
Code of 1954, as amended, dealing with "incentive stock options."

13. Duration and Amendment of 1984 Plan.

This 1984 Plan shall expire, unless sooner terminated by the Board of
Directors, ten (10) years following the date upon which this 1984 Plan is
approved by the shareholders of the Company. This 1984 Plan may be terminated
at any time as to all shares not then subject to outstanding options, by a
resolution duly adopted by the Board. Neither the expiration nor the
termination of this 1984 Plan shall affect any option theretofore granted
hereunder.

The Board may from time to time amend the 1984 Plan, except that the Board
may not:

-4-
<PAGE> 5
(1) Increase the maximum number of shares for which options may be
granted under the 1984 Plan, except as set forth in Paragraph 9 above;

(2) Change the class of employees eligible to receive options;

(3) Change the limitation with respect to the minimum price at which
shares may be optioned;

(4) Cause the Plan, as amended, to fail to qualify as a plan for the
issuance of "incentive stock options" or to be inconsistent with the
provisions of the Internal Revenue Code of 1954, as amended, dealing with
"incentive stock options."

No amendment of this 1984 Plan may, without the consent of the employee to
whom an option shall theretofore have been granted, adversely affect the rights
of such employee under such option.

14. Notices.

All notices given, made, delivered, or transmitted to an employee by the
Company shall be deemed duly given when mailed first class mail, postage
prepaid, and addressed to the employee at the address last appearing on the
records of the Company. An employee may change the address as shown on the
records of the Company giving written notice thereof to the Company.

15. Approval of Appropriate Agencies.

All shares issued hereunder shall be first registered with or otherwise
approved by all appropriate State of Ohio and/or Federal Officers or Agencies.

-5-

<PAGE> 1
EXHIBIT 4.9

UNITED AIR SPECIALISTS, INC.

INCENTIVE STOCK OPTION PLAN

1985

1. Effective Date of 1985 Plan.

This plan known as the United Air Specialists, Inc. 1985 Incentive
Stock Option Plan (herein called the "1985 Plan") shall become effective July
1, 1985, the date fixed by the Board of Directors (herein called the "Board")
of United Air Specialists, Inc. (herein called the "Company") subject to
approval, on or before June 30, 1986, by the shareholders of the Company. The
1985 Plan reads as follows:

2. Purpose of 1985 Plan.

This 1985 Plan is to afford an incentive to corporate officers and key
managerial personnel of the Company and of any subsidiaries of the Company to
acquire a proprietary interest in the Company and to enable the Company and its
subsidiaries to attract and retain such officers and key managerial personnel.

3. The Stock.

The stock which may be optioned and sold under the 1985 Plan is not to
exceed 120,000 shares of the common stock, without par value, of the Company,
which shares may be taken from the unissued but authorized shares of the common
stock of the Company, from treasury shares, or from common stock purchased by
the Company from the open market. If for any reason an option under this 1985
Plan expires in whole or in part, shares subject to such expired option may
again be subjected to an option under this 1985 Plan.

4. Eligibility.

Options shall be granted only to persons who at the time of the grant
are corporate officers or key managerial personnel of the Company, or of any
parent corporation or subsidiary corporation of the Company, and are eligible
under the Internal Revenue Code of 1954, as amended, to receive an "incentive
stock option" as defined in Section 422A of the Internal Revenue Code of 1954,
as amended. Under the terms of said statute, an option may be granted at any
time within ten years after the adoption of this 1985 Plan, or approval by the
shareholders, whichever is earlier; and an option may be exercised at any time
within ten years after the granting of such option, except that an option
granted to any individual who owns stock possessing more than ten percent of
the total combined voting power of the stock of the Company or of any parent
corporation or subsidiary corporation must be exercised within five years after
the granting of such option. Whenever reference is
<PAGE> 2
made in this 1985 Plan to Section 422A or Section 425 of the Internal Revenue
Code of 1954, as amended, the reference shall be to said Section as it is now
in force or as it may hereafter be amended by an amendment which is applicable
to this 1985 Plan.

The terms "parent corporation" and "subsidiary corporation" shall have
the meanings given to them by Section 425 of the Internal Revenue Code of 1954,
as amended. With approval of the Board, the Committee designated pursuant to
Section 11 of this Plan (herein called the "Committee") will determine or, if
there is no Committee, the Board will determine the employees to whom options
are to be granted and the number of shares subject to each option.
Participation in the 1985 Plan and the exercise or non-exercise of any option
granted are entirely voluntary on the part of each employee to whom the option
is offered.

5. Price.

The price at which shares of stock of the Company may be purchased
under the stock options granted hereunder shall be fixed by the Committee with
the approval of the Board or, if there is no Committee, by the Board, and shall
be not less than the following:

(a) 110% of the fair market value of the stock at the time the
option is granted (but not less than par value), with respect to an
option granted to an individual who owns stock possession more than
ten percent (10%) of the total combined voting power of the stock of
the Company or of any parent corporation or subsidiary
corporation of the Company; or

(b) the fair market value of the stock at the time the option is
granted (but not less than par value), with respect to an option
granted to individuals other than those described in subsection (a).

The fair market value shall be what the Board, or the Committee with
the approval of the Board, in good faith determines it to be.

6. Maximum Amount of Grant.

The aggregate fair market value (determined as of the time the option
is granted) of the stock for which an employee may be granted options in any
calendar year under this 1985 Plan and all other incentive stock option plans
of the Company and any parent or subsidiary corporations of the Company shall
not exceed $100,000 plus any "unused limit carryover" as that term is defined
in Section 422A(c)(4) of the Internal Revenue Code of 1954, as amended.

7. Time of Grant, Period of Options, and Right to Exercise.

Subject to the provisions and limitations of this 1985 Plan, options
may be granted by the Company at such time or times as may be determined by the
Committee with the approval of the Board or,

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<PAGE> 3
if there is no Committee, by the Board during the period this 1985 Plan is in
effect.

The time or times when options granted hereunder or portions thereof
shall become exercisable, the expiration dates of the options, the manner of
their exercise, and the terms of payment of the option price shall be as
determined by the Committee with the approval of the Board, or if there is no
Committee, by the Board at or prior to the terms of the respective grants of
the options.

Notwithstanding any provision contained herein, no option granted may be
exercisable by the option grantee if he is the grantee of an outstanding (within
the meaning of Section 422A(c) (7) of the Internal Revenue Code of 1954, as
amended) "incentive stock option" which was granted before the granting of the
option in issue to purchase stock of the Company or in a corporation which (at
the granting of the option in issue) is a parent or subsidiary corporation of
the Company, or in any predecessor of such corporations.

Each option granted hereunder shall be exercisable during the lifetime
of the option grantee only by him and only if at all times during the period
beginning with the date of the granting of the option and ending on the day
three (3) months before the date he elects to exercise the option he was an
employee of either the Company, a parent or subsidiary corporation of the
Company, or a corporation or parent or subsidiary corporation of such
corporation issuing or assuming the option in a transaction to which Section
425(a) of the Internal Revenue Code of 1954, as amended, applies.

8. Non-Transferability.

Options granted hereunder shall be personal to the employee, and shall
be non-assignable and non-transferable otherwise by will and by the law of
descent and distribution.

9. Stock Dividends, Recapitalization, etc.

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<PAGE> 4
tionate interest shall be maintained as before the occurrence of such event;
and in any such case, an appropriate adjustment shall also be made in the total
number of shares of stock reserved for the future granting of options under
this 1985 Plan. Any such adjustment made by the Committee or the Board pursuant
to this 1985 Plan shall be binding upon the holders of all unexpired option
rights outstanding hereunder. The Company shall give to each option grantee
appropriate information as to any such adjustments.

10. Merger, Consolidation, Reorganization, Liquidation, etc.

If the Company shall become a party to any corporate merger,
consolidation, major acquisition of property or stock, separation,
reorganization, or liquidation, the Committee with the approval of the Board
or, if there is no Committee, the Board shall have power to make arrangements,
which shall be binding upon the holders of unexpired option rights, for the
substitution of new options for any unexpired options then outstanding under
this 1985 Plan, or for the assumption of any such unexpired options, provided
that such arrangements shall meet the requirements of Section 425(a) of the
Internal Revenue Code of 1954, as amended, or such similar provisions of the
Internal Revenue Code as may then be in effect.

11. Administration of 1985 Plan.

This 1985 Plan shall be administered by the Stock Option Plan
Committee, which may be appointed from time to time by a resolution passed by a
majority of the whole Board, or, if no committee has been appointed by the
Board, shall be administered by the Board. No option grantee hereunder shall be
a member of such Committee. All actions of the Committee shall be subject to
the approval of the Board.

12. Form of Option.

Each option granted hereunder shall contain such provisions and
conditions in addition to those included in this 1985 Plan as the Committee
with the approval of the Board or, if there is no Committee, the Board shall
deem advisable, provided that no such additional provisions or conditions shall
be inconsistent with this 1985 Plan or with the provisions of the Internal
Revenue Code of 1954, as amended, dealing with "incentive stock options."

13. Duration and Amendment of 1985 Plan.

This 1985 Plan shall expire, unless sooner terminated by the Board of
Directors, ten (10) years following the date upon which this 1985 Plan is
approved by the shareholders of the Company. This 1985 Plan may be terminated at
any time as to all shares not then subject to outstanding options, by a
resolution duly adopted by the Board. Neither the expiration nor the termination
of this 1985 Plan shall affect any option theretofore granted hereunder.

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<PAGE> 5
The Board may from time to time amend the 1985 Plan, except that the
Board may not:

(1) Increase the maximum number of shares for which options may be
granted under the 1985 Plan, except as set forth in Paragraph 9
above;

(2) Change the class of employees eligible to receive options;

(3) Change the limitation with respect to the minimum price at
which shares may be optioned;

(4) Cause the Plan, as amended, to fail to qualify as a plan for
the issuance of "incentive stock options" or to be inconsistent with
the provisions of the Internal Revenue Code of 1954, as amended,
dealing with "incentive stock options."

No amendment of this 1985 Plan may, without the consent of the employee
to whom an option shall theretofore have been granted, adversely affect the
rights of such employee under such option.

14. Notices.

All notices given, made, delivered, or transmitted to an employee by
the Company shall be deemed duly given when mailed first class mail, postage
prepaid, and addressed to the employee at the address last appearing on the
records of the Company. An employee may change the address as shown on the
records of the Company giving written notice thereof to the Company.

15. Approval of Appropriate Agencies.

All shares issued hereunder shall be first registered with or otherwise
approved by all appropriate State of Ohio and/or Federal Officers or Agencies.

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<PAGE> 1
EXHIBIT 4.10

UNITED AIR SPECIALISTS, INC.

1991 INCENTIVE STOCK OPTION PLAN

1. Effective Date of 1991 Plan.

This plan known as the United Air Specialists, Inc. 1991 Incentive
Stock Option Plan (the "1991 Plan") shall become effective December 1, 1991, the
date fixed by the Board of Directors (the "Board") of United Air Specialists,
Inc. (the "Company") subject to approval, on or before November 30, 1992, by the
shareholders of the Company.

2. Purpose of 1991 Plan.

This 1991 Plan is to afford an incentive to corporate officers and
key managerial personnel of the Company and of any subsidiaries of the Company
to acquire a proprietary interest in the Company and to enable the Company and
its subsidiaries to attract and retain such officers and key managerial
personnel.

3. The Stock.

The stock which may be optioned and sold under the 1991 Plan is not
to exceed 225,000 shares of the Company's common stock, without par value, which
shares may be taken from the unissued but authorized shares of the Company's
common stock, from treasury shares, or from common stock purchased by the
Company from the open market. If for any reason an option under this 1991 Plan
expires in whole or in part, shares subject to such expired option may again be
subjected to an option under this 1991 Plan.

4. Eligibility.

Options shall be granted only to key persons who (a) at the time of
the grant are corporate officers or key managerial personnel of the Company, or
of any of the Company's subsidiaries, and are eligible under the Internal
Revenue Code of 1986, as amended (the "Code"), to receive an "incentive stock
option" as defined in Section 422 of the Code, and (b) agree in writing to
remain in the employ of the Company, or of a Company subsidiary, for one year
from the date the option is granted. Under the terms of that statute, an option
may be granted at any time prior to December 1, 2001; and an option may be
exercised at any time within ten years after the granting of such option, except
that an option granted to any individual who owns more than ten percent of the
value of the total outstanding stock of the Company, or of any of the Company's
subsidiaries, must be exercised within five years after the granting of such
option. Whenever reference is made in this 1991 Plan to Section 422 or Section
424 of the Code, the
<PAGE> 2

reference shall be to said Section as it is now in force or as it may be
hereafter be amended by an amendment which is applicable to this 1991 Plan.

The terms "parent corporation" and "subsidiary corporation"
shall have the meanings given to them by Section 424 of the Code. With the
approval of the Board, the Committee designated pursuant to Section 10 of this
Plan (the "Committee") will determine or, if there is no Committee, the Board
will determine, the employees to whom options are to be granted and the number
of shares subject to each option. Participation in the 1991 Plan and the
exercise or non-exercise of any option granted are entirely voluntary on the
part of each employee to whom the option is offered.

In determining stock ownership under this Section 4 and under
Section 5, the attribution rules of Section 424(d) of the Code shall apply.

5. Price.

The price at which shares of the Company's common stock may be
purchased under the stock options granted hereunder shall be fixed by the
Committee with the approval of the Board, or if there is no Committee, by the
Board, and shall not be less than the following:

(a) 110% of the fair market value of the stock at the time the
option is granted (but not less than par value), with respect to
an option granted to an individual who owns more than ten
percent of the value of the total outstanding stock of the
Company or of any parent corporation or subsidiary corporation
of the Company; or

(b) the fair market value of the stock at the time the option
is granted (but not less than par value), with respect to an
option granted to individuals other than those described in
subsection (a).

The fair market value shall be what the Board, or the Committee
with the approval of the Board, in good faith determines it to be.

6. Time of Grant, Period of Options, and Right to
Exercise.

Subject to the provisions and limitations of this 1991 Plan,
options may be granted by the Company at such time or times as may be determined
by the Committee with the approval of the Board or, if there is no Committee, by
the Board during the period this 1991 Plan is in effect.

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<PAGE> 3
The time or times when options granted hereunder or portions thereof
shall become exercisable, the expiration dates of the options, the manner of
their exercise, and the terms of payment of the option price shall be as
determined by the Committee with the approval of the Board, or if there is no
Committee, by the Board at or prior to the terms of the respective grants of
the options.

Each option granted hereunder shall be exercisable during the lifetime
of the option grantee only by him and only if at all times during the period
beginning with the date of the granting of the option and ending on the day
three (3) months before the date he elects to exercise the option he was an
employee of either the Company, a parent or subsidiary corporation of the
Company, or a corporation or parent or subsidiary corporation of such
corporation issuing or assuming the option in a transaction to which Section
424(a) of the Code applies.

7. Non-Transferability.

Options granted hereunder shall be personal to the employee, and shall
be non-assignable and non-transferable otherwise than by will and by the law of
descent and distribution.

8. Stock Dividends, Recapitalization, etc.

In the event of a stock dividend paid in shares of the class of stock
subject to any option outstanding hereunder, or a recapitalization, a
reclassification, a split-up, or a combination of shares with respect to any
class of stock, the Committee with the approval of the Board or, if there is no
Committee, the Board shall have power to make appropriate adjustments of the
option price under such option and of the number of shares as to which such
option is then exercisable, to the end that the option grantee's proportionate
interest shall be maintained as before the occurrence of such event; and in any
such case, an appropriate adjustment shall also be made in the total number of
shares of stock reserved for the future granting of options under this 1991
Plan. Any such adjustment made by the Committee or the Board pursuant to this
1991 Plan shall be binding upon the holders of all unexpired option rights
outstanding hereunder. The Company shall

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<PAGE> 4
give to each option grantee appropriate information as to any such adjustments.

9. Merger, Consolidation, Reorganization, Liquidation, etc.

If the Company shall become a party to any corporation merger,
consolidation, major acquisition of property or stock, separation,
reorganization, or liquidation, the Committee with the approval of the Board,
or if there is no Committee, the Board shall have power to make arrangements,
which shall be binding upon the holders of unexpired option rights, for the
substitution of new options for any unexpired options then outstanding under
this 1991 Plan, or for the assumption of any such unexpired options, provided
that such arrangements shall meet the requirements of Section 424(a) of the
Code, or such similar provisions of the Code as may then be in effect.

10. Administration of 1991 Plan.

This 1991 Plan shall be administered by the Stock Option Plan
Committee, which may be appointed from time to time by a resolution passed by a
majority of the whole Board, or, if no committee has been appointed by the Board
shall be administered by the Board. No option grantee hereunder shall be a
member of such Committee. All actions of the Committee shall be subject to the
approval of the Board.

11. Form of Option.

Each option granted hereunder shall contain such provisions and
conditions in addition to those included in this 1991 Plan as the Committee
with the approval of the Board or, if there is no Committee, as the Board shall
deem advisable, provided that no such additional provisions or conditions shall
be inconsistent with this 1991 Plan or with the provisions of the Code dealing
with "incentive stock options."

12. Duration and Amendment of 1991 Plan.

This 1991 Plan shall expire, unless sooner terminated by the Board of
Directors, on December 1, 2001. This 1991 Plan may be terminated at any time as
to all shares not then subject to outstanding options, by a resolution duly
adopted by the Board. Neither the expiration nor the termination of this 1991
Plan shall affect any option theretofore granted hereunder.

The Board may from time to time amend the 1991 Plan, except that the
Board may not:

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<PAGE> 5
(1) Increase the maximum number of shares for which options may be
granted under the 1991 Plan, except as set forth in Section 8 above;

(2) Change the class of employees eligible to receive options;

(3) Change the limitation with respect to the minimum price at
which shares may be optioned;

(4) Cause the Plan, as amended, to fail to qualify as a plan for
the issuance of "incentive stock options" or to be inconsistent with
the provisions of the Code dealing with "incentive stock options."

No amendment of this 1991 Plan may, without the consent of the employee
to whom an option shall theretofore have been granted, adversely affect the
rights of such employee under such option.

13. Notices.

All notices given, made, delivered, or transmitted to an employee by
the Company shall be deemed duly given when mailed first class mail, postage
prepaid, and addressed to the employee at the address last appearing on the
records of the Company. An employee may change the address as shown on the
records of the Company giving written notice thereof to the Company.

14. Approval of Appropriate Agencies.

All options and shares issued hereunder shall be first registered with
or otherwise approved by all appropriate state and/or federal officers or
agencies, unless exempt from such registration provisions.

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<PAGE> 1

EXHIBIT 4.11

UNITED AIR SPECIALISTS, INC.

1994 STOCK OPTION PLAN

OBJECTIVES

1.1 The objectives of this Stock Option Plan (the "Plan") are to
enable United Air Specialists, Inc. ("UAS") to compete successfully in
retaining and attracting employees and advisors of outstanding ability, to
stimulate the efforts of employees and advisors toward UAS's objectives and to
encourage ownership of shares of its common stock by its employees and
advisors.

ARTICLE II
ADMINISTRATION

2.1 Administration. The Plan shall be administered by a committee of
the Board of Directors of UAS (the "Committee") to consist of at least two
directors, each of whom is a "disinterested person" as defined in Rule 16b-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule may be
amended from time to time or any successor rule thereto. Subject to and
consistent with the provision of the Plan, the Committee shall establish such
rules and regulations as it may deem necessary or appropriate for the proper
administration of the Plan, shall interpret the provisions of the Plan, shall
decide all questions of fact arising in the application of Plan provisions and
shall make such other determinations and take such actions in connection with
the Plan and the Options granted hereunder as it deems necessary or advisable.

2.2 Except as specifically limited by the provisions of the Plan, the
Committee shall have exclusive authority to:

A. Determine which Eligible Employees or Advisors shall be granted
Options;

B. Determine the number of Shares which may be subject to each
Option;

C. Determine the term and the Option Price of each Option;

1
<PAGE> 2
D. Determine whether an Option is an Incentive Stock Option or
a Non-qualified Stock Option (except that only Nonqualified Stock
Options may be granted to Advisors);

E. Determine the time or times when Options will be granted;
and

F. Determine all other terms and conditions of each Option,
including (but not limited to) the time and conditions of exercise or
vesting and the terms of any Option agreement. The Committee may, in its
discretion, determine as a condition of any Option that a stated
percentage of Shares covered by such Option shall be exercisable in any
one year or other stated period of time. The Committee may also waive or
amend the terms and conditions of, or accelerate the vesting of, an
Option under circumstances selected by the Committee.

2.3 Any action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Plan shall
be final and binding upon all persons, and need not be uniform with respect to
its determination of recipients, amount, timing, form, terms or provisions of
Option.

2.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any
Option granted hereunder and, to the extent not prohibited by applicable law,
all members shall be indemnified by the Company for any liability and expenses
which they may incur as a result of any claim or cause of action or threatened
claim or cause of action.

ARTICLE III
SHARES ISSUABLE

3.1 Except as provided in Article XI, the number of Shares which may
be issued under the Plan shall not exceed 437,500 Shares in the aggregate. If
any Option expires or terminates for any reason without being completely
exercised, the Shares with respect to which such Option was not exercised may
again be subject to other Options. Shares tendered or withheld as payment for
the Option Price pursuant to Section 7.1 shall not be available for issuance
under the Plan.

3.2 No Option shall be granted to any Eligible Employee or Advisor
during any calendar year if the number of Shares for which such Option may be
exercised, plus the aggregate number of Shares for which all other options
granted under the Plan to such person during such calendar year may be
exercised, exceeds the number of Shares which may be issued under the Plan
pursuant to Section 3.1.

2
<PAGE> 3
ARTICLE IV
DEFINITIONS

4.1 For purposes of the Plan each of the following terms shall have
the definition which is attributed to it, unless another definition is clearly
indicated by a particular usage and context.

A. "Advisor" means any person who provides bona-fide advisory or
consulting services to the Company other than services in
connection with the offer or sale of securities in a
capital-raising operation.

B. "Code" means the Internal Revenue Code of 1986, as amended.
Reference to any Section of the Code includes the provisions of
that Section as it may be amended or replaced by any other
section(s) of like intent and purpose and also includes any
regulations or rulings promulgated thereunder.

C. "Company" means UAS and any parent or subsidiary of UAS, as the
terms "parent" and "subsidiary" are defined in Section 424(e) and
424(f) of the Code.

D. "Disability" means permanent and total disability as defined in
Section 22(e)(3) of the Code.

E. "Effective Date of Grant" means the date on which, or such
later date as of which, the Committee makes an award of an Option.

F. "Eligible Employee" means any individual (other than one who
receives retirement benefits, stipends, consulting fees,
honorarium, and the like) who performs services for the Company and
is included on the regular payroll of the Company.

G. "Fair Market Value" means the last sale price reported on any
stock exchange or on any trading system sponsored by the National
Association of Securities Dealers, Inc. on which the Shares are
traded on a specified date or, if there are no reported sales on
such date, then the last reported sales price on the next preceding
day on which such a sale was transacted. If the Shares are not then
traded as described in the preceding sentence, then the average of
the closing bid and asked prices on the specified date or last
preceding day on which bid and asked prices were reported, as
quoted by such source as the Committee may select, shall be used in
determining Fair Market Value for a Share. If bid and asked prices
are not then reported at least weekly as described in the preceding
sentence, then the Fair Market Value for a Share shall be what the
Committee in good faith determines it to be.

H. "Incentive Stock Option" shall have the same meaning as is
given to that term by Section 422 of the Code.
<PAGE> 4

I. "Nonqualified Stock Option" means any Option other than an
Incentive Stock Option.

J. "Option" means the right, subject to the terms of this Plan
and to such other terms and conditions as the Committee may establish,
to purchase from UAS a stated number of Shares at a specified price.

K. "Option Price" means the purchase price per Share subject to
an Option. The Option Price shall not be less than 50% of the Fair
Market Value of a Share on the Effective Date of Grant in the case of a
Nonqualified Stock Option or less than 100% of the Fair Market Value of
a Share on the Effective Date of Grant in the case of an Incentive Stock
Option, except as otherwise provided in Section 8.1.

L. "Share" means one share of the common stock, no par value,
of UAS.

ARTICLE V
GRANTING OF OPTIONS

5.1 Subject to the terms and conditions of the Plan, the Committee
may, from time to time prior to September 1, 2004, grant Options to Eligible
Employees or Advisors on such terms and conditions as the Committee shall
determine. Subject to the restriction of Section 2.2(D), more than one Option
and more than one form of Option may be granted to the same individual. No
director of UAS who is not an employee of the Company and included on its
regular payroll may be granted Options under this Plan.

5.2 A period of at least six months must elapse from the date of grant
of any Option to a person who is subject to the reporting requirements of
Section 16(a) of the Exchange Act with respect to UAS until the disposition of
the Option (other than upon exercise or conversion) or of any shares acquired
upon exercise of that Option.

ARTICLE VI
EXERCISE OF OPTIONS

6.1 Any person entitled to exercise an Option may do so in whole or in
part by delivering to UAS, attention Corporate Secretary, at its principal
office a written notice of exercise. The written notice shall specify the
number of Shares for which an Option is being exercised and shall be
accompanied by full payment of the Option Price for the Shares being purchased
in the manner provided in Article VII.

<PAGE> 5
6.2 In the sole discretion of the Committee, upon exercise of an
Option, UAS may make payment of cash to the holder of the Option equal to the
difference between the Fair Market Value of the Shares for which the Option is
being exercised and the aggregate Option Price of such Shares. Any such cash
payment shall be in lieu of and in full discharge of any and all obligations of
UAS in respect of the Option being exercised.

ARTICLE VII
PAYMENT OF OPTION PRICE

7.1 In the sole discretion of the Committee and subject to such
conditions as the Committee may impose relating to the use of Shares as
payment, payment of the Option Price may be made in cash, by the tender of
Shares, by directing that a portion of the Shares to be issued upon exercise of
the Option be withheld by UAS as payment (to the extent permitted by law) or by
a combination of the foregoing. If payment by the tender of Shares or the
withholding of Shares is permitted, the value of each Share shall be deemed to
be the Fair Market Value of a Share on the exercise date.

ARTICLE VIII
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

8.1 Any option designated by the Committee as an Incentive Stock
Option will be subject to the general provisions applicable to all Options
granted under the Plan. In addition, an Incentive Stock Option shall be subject
to the following specific provisions:

A. No Incentive Stock Option may be exercised after the
expiration of ten years from the Effective Date of Grant.

B. At the time the Incentive Stock Option is granted, if the
Eligible Employee owns, directly or indirectly, stock representing more
than 10% of the total combined voting power of all classes of stock of
the Company then:

(i) The Option Price must equal at least 110% of the
Fair Market Value on the Effective Date of Grant; and

(ii) The term of the Option shall not be greater than
five years from the Effective Date of Grant.

5
<PAGE> 6
C. The aggregate Fair Market Value (determined as of the
Effective Date of Grant) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by any holder during
any calendar year (under all plans of the Company) shall not exceed
$100,000.

8.2 If any Option is not granted, exercised or held pursuant to the
provisions of Code Section 422, it will be considered to be a Nonqualified
Stock Option to the extent that any or all of the grant is in conflict with
those provisions.

ARTICLE IX
TRANSFERABILITY OF OPTIONS

9.1 During the lifetime of an Eligible Employee or Advisor to whom an
Option has been granted, such Option is non-assignable and non-transferrable and
may be exercised only by such individual or that individual's legal
representative or guardian, except that a Nonqualified Stock Option may be
transferred pursuant to a "domestic relations order" as defined in Section
414(p)(1)(B) of the Code. In the event of the death of an Eligible Employee or
Advisor to whom an Option has been granted, the Option shall be transferable
pursuant to the holder's Will or by the laws of descent and distribution and
may thereafter be exercised by the transferee(s) as provided in Section 10.1(C).

ARTICLE X
TERMINATION OF OPTIONS

10.1 Unless earlier terminated pursuant to Article XIII, an Option
granted to an Eligible Employee will terminate as follows:

A. During the period of the Eligible Employee's continuous
employment with the Company, the Option will terminate upon the earlier
of the date on which it has been fully exercised, it expires by its
terms or it is terminated by the mutual agreement of the Company and the
Eligible Employee.

B. Upon termination of employment for any reason any
unexercisable Option shall immediately terminate. Except as provided in
Section 10.1(C), any Option which is exercisable on the date of
termination of employment will terminate upon the earlier of its full
exercise, the expiration of the Option by its terms or the end of the
three-month period following the date of termination. For purposes of
the Plan, a leave of absence approved by the Company shall not be deemed
to be termination of employment.

6
<PAGE> 7

C. If an Eligible Employee to whom an Option was granted becomes
subject to a Disability or dies while employed by the Company or within
three months of termination of employment for any reason, the Option may
be exercised at any time within one year after the date of death or the
commencement of Disability, to the extent that the Eligible Employee
shall have been entitled to exercise it at the time of death or the
commencement of Disability, by the Eligible Employee or the Eligible
Employee's legal representative or guardian or by the representative(s)
of the Eligible Employee's estate or the person(s) to whom the Option
may have been transferred by Will or by the laws of descent and
distribution.

10.2 An Option granted to an Advisor will terminate upon the earlier
of the full exercise of the Option or the expiration of the Option by its
terms.

10.3 The Committee, at its discretion, may extend the periods for
Option exercise set forth in Sections 10.1 and 10.2 above.

ARTICLE XI
ADJUSTMENTS TO SHARES AND OPTION PRICE

11.1 The Committee shall make appropriate adjustments in the number of
Shares available for issuance under the Plan, the number of Shares subject to
outstanding Options and the Option Price of optioned Shares in order to give
effect to changes in the Shares as a result of any merger, consolidation,
recapitalization, reclassification, combination, stock dividend, stock split,
or other similar event. The determination as to the method and extent of such
adjustments shall be within the sole discretion of the Committee.

ARTICLE XII
AMENDMENT OR DISCONTINUANCE OF PLAN

12.1 The Board of Directors of UAS may at any time amend, suspend or
discontinue the Plan; provided, however, that shareholder approval shall be
required for any amendment if such approval is required to maintain the Plan's
compliance with Exchange Act Rule 16b-3 as that Rule may be in effect and be
interpreted from time to time.

12.2 No amendment to the Plan shall alter or impair any Option granted
under the Plan without the consent of the holder thereof.

7
<PAGE> 8
ARTICLE XIII
CERTAIN EVENTS

13.1 In the event UAS shall consolidate with, merge into, or transfer
all or substantially all of its assets to another corporation or corporations
(a "successor corporation"), such successor corporation may obligate itself to
continue this Plan and to assume all obligations under the Plan. In the event
that such successor corporation does not obligate itself to continue this Plan
as above provided, the Plan shall terminate effective upon such consolidation,
merger or transfer, and any Option previously granted hereunder shall
terminate. If practical, UAS shall give each holder of an Option twenty days
prior notice of any possible transaction which might terminate this Plan and
the Options previously granted hereunder.

13.2 The grant of Options under the Plan shall in no way affect the
right of UAS to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

ARTICLE XIV
EFFECTIVE DATE

14.1 This Plan shall be effective as of September 1, 1994. If this
Plan is not approved and adopted by a majority vote of the shareholders of UAS
voting thereon at the next annual meeting of such shareholders held after
September 1, 1994, the Plan shall be of no force or effect and all Options
granted on or after September 1, 1994 under the Plan shall be null and void.
No Option shall be granted subsequent to September 1, 2004 or subsequent to any
earlier date as of which this Plan is terminated.

ARTICLE XV
MISCELLANEOUS

15.1 Nothing contained in this Plan or in any action taken by the
Board of Directors or shareholders of UAS shall constitute the granting of an
Option. An Option shall be granted only at such time as a written Option
agreement, in such form as the Committee shall determine, shall have been
executed by both the Eligible Employee or Advisor and UAS.

15.2 Certificates for Shares purchased through exercise of Options will
be issued in the regular course after exercise of the Option and payment
therefor as called for by the terms of the Option but in no event shall UAS be
obligated to issue certificates more often than once each

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quarter of each fiscal year. No persons holding an Option or entitled to
exercise an Option granted under this Plan shall have any rights or privileges
of a shareholder of UAS with respect to any Shares issuable upon exercise of
such Option until certificates representing such Shares shall have been issued
and delivered. No Shares shall be issued and delivered upon exercise of an
Option unless and until, in the opinion of counsel for UAS, UAS has complied
with all applicable registration requirements of the Securities Act of 1933 and
any applicable state securities laws and with any applicable listing
requirements of any national securities exchange on which UAS's securities may
then be listed as well as any other requirements of law.

15.3 Nothing contained in this Plan or in any Option granted pursuant
to it shall confer upon any person any right to continue in the employ of or
any business relationship with the Company or to interfere in any way with the
right of the Company to terminate employment or a business relationship at any
time. So long as a holder of an Option shall continue to be an employee of the
Company, the Option shall not be affected by any change of the employee's
duties or position.

15.4 This Plan shall be construed and administered in accordance with
and governed by the laws of the State of Ohio.

<PAGE> 1
EXHIBIT 4.12

UNITED AIR SPECIALISTS, INC.

1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

1. PURPOSE. The purpose of this United Air Specialists, Inc. 1994
Stock Option Plan for Nonemployee Directors (the "Plan") is to enhance the
value of the shareholders' investment in United Air Specialists, Inc. (the
"Company") by encouraging those directors of the Company who are not employees
of the Company or any of its subsidiaries (the "Directors") to acquire or
increase and retain a financial interest in the Company, thereby also
encouraging the Directors to remain as directors.

It is intended that stock options ("Nonqualified Stock Options" or
"Options"), other than incentive stock options as defined by Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), may be granted
under the Plan.

2. ADMINISTRATION OF THE PLAN.

(a) GENERAL. This Plan shall be administered by the Board of
Directors of the Company (the "Board") which, subject to and not
inconsistent with the express provisions of the Plan, shall exercise all
the power and authority specifically granted to it under the Plan or
necessary and advisable, in the sole and absolute discretion of the
Board, to the administration of the Plan.

(b) RULES AND INTERPRETATIONS. The Board shall have the
authority to establish, adopt or revise such rules and regulations and
to make all such determinations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan and in order
to preserve the exemptions of the Plan and any Plan Options under Rule
16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
such Rule may be amended from time to time or any successor rule
thereto. The Board's interpretation of the Plan or any Option granted
hereunder, and all decisions and determinations by the Board with
respect to the Plan, shall be final, binding and conclusive on all
parties. No member of the Board shall be personally liable for any
action, failure to act, determination, interpretation or construction
made in good faith with respect to the Plan or any Option or transaction
hereunder.

(c) NO OTHER RIGHTS. Nothing contained in the Plan, or any
Option granted pursuant to the Plan, shall confer upon any Director any
right to continue as a director of the Company or limit in any way the
right of the Company to terminate a Director's status as a director at
any time.

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3. THE STOCK. The shares of stock available for issuance pursuant to
the grant of Options under the Plan shall consist of 93,750 shares of the
Common Stock, no par value, (the "Common Shares"), of the Company, subject to
adjustment as provided in Section 11 hereof. Shares delivered by the Company
upon the exercise of Options may be, in whole or in part, either Common Shares
purchased by the Company in the open market and held in the treasury of the
Company or authorized and unissued Common Shares of the Company. Should an
Option (or a portion thereof) expire or terminate for any reason without being
exercised, the shares subject to the portion of such Option not so exercised
shall be available for subsequent grants under the Plan. Shares tendered or
withheld as payment pursuant to Sections 10 and 15 herein shall not be available
for issuance under the Plan.

4. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall be
effective on September 1, 1994 (the "Effective Date"); provided, however, that,
if the Plan is not approved by the shareholders of the Company at the next
annual meeting of the Company's shareholders following the Effective Date, the
Plan and all Options granted hereunder shall be void and of no effect. No
Options may be exercised under the Plan prior to its approval by the
shareholders of the Company. The Plan shall terminate upon the earlier of (i)
September 1, 2004; or (ii) the date on which all shares available for issuance
under the Plan have been issued pursuant to the exercise of Options granted
hereunder; or (iii) the date as of which it is terminated by action of the
Board. No Options may be granted under the Plan after its termination date,
provided that the Options granted and outstanding on such date shall continue
to have force and effect in accordance with the provisions of the instruments
evidencing such Options.

5. GRANT, TERMS AND CONDITIONS OF OPTIONS.

(a) GRANT OF OPTIONS. Each current Director on the Effective Date
shall be granted automatically, at the close of business on
September 1, 1994, Nonqualified Stock Options to purchase 2,500
Common Shares (at an option price of $2.00 per share). Similarly,
each new Director shall be granted automatically, at the close of
business on the date he or she first becomes a Director,
Nonqualified Stock Options to purchase 2,500 Common Shares. After
the Effective Date, each then serving Director of the Company shall
be granted automatically, at the close of business on the date in
any year upon which the Company's annual meeting of shareholders is
held (or, if no annual meeting is held, as of the date designated
for the annual meeting by the Company's Code of Regulations),
Nonqualified Stock Options to purchase 1,000 Common Shares (other
than a Director who was first elected a Director at that annual
meeting.) Each Director receiving an Option may be referred to
herein as an "Optionee". Each Option shall be embodied in an option
agreement signed by the Optionee and the Company providing that the
Option shall be subject to the provisions of this Plan and
containing such other provisions as the Board may prescribe not
inconsistent with the Plan.

(b) WHEN EXERCISABLE. Options shall be exercisable six months after
the date of grant. No fractional shares shall be issued, and
fractional shares remaining in any Option shall be rounded down to
the nearest whole number of shares.

<PAGE> 3
(c) PRICE. Except for Options granted on the Effective Date, the
exercise price per share of each Option shall be equal to the fair market value
of a Common Share on the date of grant, as determined under Section 8 hereof,
provided that the exercise price shall be subject to adjustment only as
provided in Section 11 hereof.

(d) TERMS OF OPTIONS. Options shall be effective on the date of grant
and shall be of a term of ten years from the date of grant unless earlier
terminated pursuant to the provisions of this Plan.

(e) HOLDING PERIOD. A period of at least six months must elapse from
the date of grant of any Option until the date of disposition of the Option
(other than upon exercise or conversion) or of any shares acquired upon
exercise of that Option.

6. TERMINATION OF DIRECTOR STATUS.

(a) Except as otherwise provided in this Plan, an Optionee's Options
(i) are exercisable only by the Optionee, and (ii) if not exercisable by their
terms at the time the Optionee ceases to be a director of the Company, shall
immediately expire on the date the Optionee ceases to be a director of the
Company.

(b) Except as provided by this Subsection (6)(b), any Optionee's
Option which is exercisable by its terms at the time the Optionee ceases to be
a director of the Company must be exercised on or before the earlier of (i) one
year after the date the Optionee ceases to be a director of the Company or (ii)
the fixed expiration date of such Option, after which applicable period the
Option shall expire. If an Optionee's status as a director is terminated on
account of any act of fraud or intentional misrepresentation, or embezzlement,
misappropriation or conversion of the assets or opportunities of the Company or
any of its subsidiaries, all Options granted to such Optionee shall
automatically terminate as of the date of termination of the directorship.

(c) In the event of the death of the Optionee while a director of
the Company, each of that Optionee's unexercised Options (whether or not then
exercisable by its terms) shall become immediately exercisable by the
Optionee's estate for a period ending on the earlier of the fixed expiration
date of such Option or one year after the date of death, after which period
such Option shall expire. For purposes hereof, the estate of an Optionee shall
include the legal representatives thereof or any person who has acquired the
right to exercise an Option by reason of the death of the Optionee.

(d) In the event the Optionee ceases to be a director by reason of
permanent disability (as defined below), each of that Optionee's unexercised
Options (whether or not then exercisable by its terms) shall become exercisable
for a period ending on the earlier of the fixed expiration date of such Option
or one year from the date the Optionee ceases to be a Director, after which
period such Option shall expire. For purposes hereof, "permanent disability"
shall be deemed to be the inability of the Optionee to

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perform the duties of a director of the Company because of a physical
or mental disability as evidenced by the opinion of a Company-approved
doctor of medicine licensed to practice medicine in the United States
of America.

7. TRANSFERABILITY OF OPTIONS. Any Option granted hereunder shall
be transferable only by will or the laws of descent and distribution and shall
be exercisable during the lifetime of the Optionee only by the Optionee or by
the Optionee's guardian or legal representative.

8. FAIR MARKET VALUE. The "fair market value" of a Common Share on
any relevant date for purposes of this Plan shall be the last reported sales
price of a Common Share on any stock exchange or on any trading system sponsored
by the National Association of Securities Dealers, Inc. on which the Shares are
trading on that date or, if there are no reported sales on such date, then the
last reported sales price on the next preceding day on which such a sale was
transacted. If the Common Shares are not then traded as described in the
preceding sentence, then the average of the closing bid and asked prices on the
specified date or on the last preceding day on which bid and asked prices were
reported, as quoted by such source as the Board may select, shall be used in
determining fair market value. If bid and asked prices are not then reported at
least weekly as described in the preceding sentence, then fair market value
shall be what the Board in good faith determines it to be.

9. COMPLIANCE WITH SECURITIES LAWS. Options granted and shares
issued by the Company upon exercise of Options shall be granted and issued only
in full compliance with all applicable federal and state securities laws, and
the Board may impose such conditions on transfer, restrictions and limitations
as it deems necessary and appropriate to assure compliance with such securities
laws.

10. METHOD OF EXERCISE. An Option granted under this Plan may be
exercised by written notice to the Board, signed by the Optionee or by such
other person as is entitled to exercise the Option. The notice of exercise shall
state the number of shares in respect of which the Option is being exercised,
and shall either be accompanied by the payment, in cash or in Common Shares as
provided hereafter, of the full option price for such shares or shall fix a date
(not more than ten business days from the date of such notice) for the payment
of the full option price for the shares being purchased. All or any portion of
the payment may be made by the transfer of Common Shares of the Company from the
Optionee to the Company or, in accordance with any applicable administrative
rules established by the Board, by directing that a portion of the Common Shares
to be issued upon exercise of the Option be withheld by the Company. Such shares
shall be valued for this purpose at their fair market value on the date they are
transferred to the Company or withheld as payment, determined in the same manner
as is provided in Section 8 hereof. A certificate or certificates for the Common
Shares of the Company purchased through the exercise of an Option shall be
issued in the regular course after the exercise of the Option and payment
therefor. During the option period, no person entitled to exercise any Option
granted under this Plan shall have any of the rights or privileges of a
shareholder with respect to any Common Shares issuable upon exercise of such
Option until certificates representing such shares shall have been issued and
delivered.

<PAGE> 5
11. SHARE ADJUSTMENTS. In the event there is any change in the
Company's Common Shares resulting from stock splits, stock dividends,
combinations or exchanges of shares, or other similar capital adjustments,
equitable proportionate adjustments shall automatically be made without further
action by the Board in (i) the number of Common Shares available for Option
grants under this Plan, (ii) the number of Common Shares subject to Options
granted under this Plan, and (iii) the option price of optioned shares.

12. MERGER, CONSOLIDATION OR SALE OF ASSETS.

(a) In the event the Company shall consolidate with, merge into,
or transfer all or substantially all of its assets to another
corporation or corporations (a "successor corporation"), such successor
corporation may obligate itself to continue this Plan and to assume all
obligations under the Plan. In the event that such successor
corporation does not obligate itself to continue this Plan as above
provided, the Plan shall terminate effective upon such consolidation,
merger or transfer, and any Option previously granted hereunder shall
terminate. If practical, the Company shall give each Optionee 20 days
prior notice of any possible transaction which might terminate this
Plan and the Options previously granted hereunder.

(b) The grant of Options under the Plan shall in no way affect the
right of the Company to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business
or assets.

13. AMENDMENT OR TERMINATION. The Board may suspend or terminate the
Plan at any time. In addition, the Board may, from time to time, amend the Plan
in any manner, but may not, without shareholder approval, adopt any amendment
which would (a) increase the aggregate number of Common Shares issuable under
the Plan (except by operation of Section 11); (b) materially increase the
benefits to Optionees under the Plan; (c) materially modify the requirements as
to eligibility for participation in the Plan; or (d) in the opinion of counsel
to the Company require shareholder approval pursuant to any federal or state
law or rule or regulation promulgated thereunder. Notwithstanding the
foregoing, (i) the provisions of this Plan, including in particular Section 5,
governing the amount, price and timing of awards to Directors may not be
amended more than once every six months (with or without shareholder approval)
other than to comport with changes in the Code or the rules and regulations
thereunder, and (ii) no amendment may change, without the consent of the
Optionee (or such Optionee's or such Optionee's estates legal representative),
any Option previously granted to such Optionee under the Plan. If the Plan is
terminated, any unexercised Option shall continue to be exercisable in
accordance with its terms, except as provided in Paragraph 12 above.

14. COMPANY RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability (other than under applicable Securities
Acts) for any act or thing done or left undone with respect to the price, time,
quantity, or other conditions and circumstances of the purchase

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<PAGE> 6
of Common Shares under the terms of the Plan, so long as the Company acts in
good faith.

15. TAX WITHHOLDING. The Company shall be entitled to deduct from
any Common Shares delivered upon exercise of an Option the amount of all
applicable income, employment and other taxes required by law to be withheld
with respect to such exercise or may require the Optionee to pay such taxes to
the Company prior to and as a condition of the making of the exercise. So long
as such method is in accordance with any applicable administrative rules
established by the Board, an Optionee may pay the required withholding taxes
(i) by directing the withholding from any delivery of Common Shares by the
Company or (ii) by delivering to the Company Common Shares having a fair market
value, on the date of payment, equal to the amount of such taxes.

16. IMPLIED CONSENT. Every Optionee, by his acceptance of an Option
under this Plan, shall be deemed to have consented to be bound, on his or her
own behalf and on behalf of such Optionee's heirs, assigns and legal
representatives, by all of the terms and conditions of this Plan.

17. OHIO LAW TO GOVERN. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of Ohio.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 Registration Statement of CLARCOR Inc. (file
number 333-19735) of our report dated January 3, 1997 on our audits of the
consolidated financial statements of CLARCOR Inc. and Subsidiaries as of
November 30, 1996 and 1995, and for the years ended November 30, 1996, 1995,
and 1994, and the financial statement schedule for the years ended November 30,
1996, 1995, and 1994, which reports were included or incorporated by reference
in CLARCOR's Annual Report on Form 10-K for the year ended November 30, 1996.

Coopers & Lybrand L.L.P.

Chicago, Illinois
February 28, 1997