The Exhibit Index begins on page .
As filed with the Securities and Exchange Commission on May ,
1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
===========================================
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
===========================================
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-0236700
- ----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 Kings Highway Cutoff 06430
- ----------------------- -----
Fairfield, CT (Zip Code)
- -------------
(Addresses of principal
executive offices)
ACME UNITED CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN
==============================================================
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
Cheryl L. Kendall Bruce E. Dillingham, Esquire
75 Kings Highway Cutoff Marsh, Day & Calhoun
Fairfield, CT 06430 2507 Post Road
(203) 332-7330 Southport, CT 06490
(203) 259-8993
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock
(par value 100,000 $5.875 $587,500 $178.03
$2.50 per shares(1) (2) (2) (2)
share)
(1) In connection with the referenced Plan, 300,000 shares
of Common Stock were previously registered with the Commission on
a S-8 Registration Statement (No 33-98918) filed on November 1,
1995.
(2) Pursuant to Rule 457(h)(1), the proposed maximum
offering price per share, proposed maximum aggregate offering
price and the amount of the registration fee are based on the
average of the daily high and low prices of Acme United
Corporation Common Stock on the American Stock Exchange on May
5, 1997 (i.e., $ 5.875 per share).
<PAGE 2>
PART I
On November 1, 1995, Acme United Corporation (the
"Company") filed a registration statement on Form S-8 (No. 33-
98918) relating to 300,000 shares of the Company's Common Stock,
$2.50 per share par value ("Common Stock") to be issued pursuant to
the 1992 Amended and Restated Stock Option Plan. This registration
statement relates to the registration of 100,000 additional shares
of Common Stock to be issued pursuant to the Amended and Restated
Stock Option Plan effective June 25, 1996 in accordance with
Instruction E to Form S-8. The securities to which this
registration statement relates are the same class as, and are
issued under the same employee benefit plan as, the securities
previously registered in registration statement No 33-98918.
Except for Part II, Items 6 and 8 which are amended in their
entirety as set forth below, the contents of registration statement
No. 33-98918 are incorporated by reference herein.
PART II
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Connecticut General Statutes Sections 33-771 through 33-778
provide for mandatory, permissive and court-ordered indemnification
of directors who are parties to a proceeding. For purposes of
these indemnification statutes a "proceeding" is defined as any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether formal or informal.
A. Unless limited by its certificate of incorporation, a
corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in
connection with the proceeding. The Registrant has no provision in
its certificate of incorporation limiting the effect of this
mandatory indemnification.
B. A corporation may indemnify a person who is made a party
to a proceeding because he is or was a director if: 1) he conducted
himself in good faith; and 2) he reasonably believed (A) in the
case of conduct in his official capacity with the corporation, that
his conduct was in its best interests, and (B) in all other cases,
that his conduct was at least not opposed to its best interests;
and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
A corporation is authorized to indemnify a director in a
specific case only after a determination has been made that
indemnification of the director is permissible in the circumstances
because he has met this standard of conduct set forth in the
previous paragraph. This determination must be made: 1) by the
board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding; 2) if such a
quorum cannot be obtained, by majority vote of a committee duly
designated by the board of directors, in which designation
directors who are parties may participate, consisting solely of two
or more directors not at the time parties to the proceeding; 3) by
special legal counsel (a) selected by the board of directors or its
committee, or (b) if a quorum of directors cannot be obtained and a
committee cannot be designated as provided above, selected by
majority vote of the full board of directors, in which selection
directors who are parties may participate; or 4) by the
shareholders, but shares owned or voted under the control of
directors who are at the time parties to the proceeding may not be
voted on the determination.
<PAGE 3>
Authorization of indemnification and evaluation as to
reasonableness of expenses must be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, these matters
are to be determined by those entitled to select such counsel.
A corporation may not, however, indemnify a director in
connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation or in
connection with any other proceeding charging improper personal
benefit to him, whether or not involving his official capacity, in
which he was adjudged liable on the basis that personal benefit was
improperly received by him. Any indemnification permitted in
connection with a proceeding by or in the right of the corporation
is limited to reasonable expenses incurred by the director in
connection with the proceeding.
A corporation may advance reasonable expenses incurred by a
director in connection with a proceeding if: (1) the director
furnishes the corporation with a written affirmation of his good
faith belief that he has met the standard of conduct for receiving
indemnification; (2) the director furnishes the corporation with a
written undertaking to repay any advances if it is ultimately
determined that he did not meet the standard of conduct; and (3)
the corporation determines that the facts then known do not
preclude indemnification. The director's obligation to repay must
be a general unlimited obligation of the director but it need not
be secured and may be accepted without any reference to financial
ability.
C. Unless a corporation's certificate of incorporation
provides otherwise, a director of the corporation who is a party to
a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines: (1) The director is entitled to mandatory
indemnification; or (2) the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standard of conduct for
permissive indemnification or was adjudged liable to the
corporation in connection with a proceeding by or in the right of
the corporation or in connection with any other proceeding charging
improper personal benefit to him, whether or not involving his
official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him, but if he was
adjudged so liable his indemnification is limited to reasonable
expenses incurred. The Registrant has no provision in its
certificate of incorporation limiting the effect of this provision.
D. Officers who are not directors of the corporation are
entitled to the same indemnification as directors. In addition, a
corporation may indemnify and advance expenses to an officer,
employee or agent who is not a director to the extent, consistent
with public policy, that is permitted by its certificate of
incorporation, by-laws, general or specific action of its board of
directors, or contract.
E. The corporation laws of Connecticut which provide, among
other things, for the indemnification of directors and officers
were substantially revised effective January 1, 1997.
Indemnification under the prior law was always mandatory when the
conditions for providing indemnification were met. In deference to
the prior law, the current law provides that any corporation
incorporated prior to January 1, 1997, shall, except to the extent
that the certificate of incorporation expressly provides otherwise,
provide its directors and officers with the full amount of
indemnification that the corporation is permitted to provide to a
director pursuant to the new law subject only to a determination
that indemnification is permissible, as described above. The
Registrant's certificate of incorporation does not contain any
provision that would alter the scope of indemnification that
directors or officers of corporations formed prior to January 1,
1997, are afforded under the new law.
<PAGE 4>
ITEM 8. EXHIBITS
DESCRIPTIONS OF EXHIBITS
4(a) Acme United Corporation Amended and Restated Stock
Option Plan
4(b) Form of Stock Option Agreement pursuant to the
Acme United Corporation Amended and Restated
Stock Option Plan
5 Opinion of Counsel Regarding the legality
of the
shares of Common Stock being Registered
24(a) Consent of Counsel (included in Exhibit 5)
24(b) Consent of Independent Accountants
Pursuant to the requirement 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 Town of
Fairfield, State of Connecticut, on this 6th day of
May, 1997.
Acme United Corporation
By: /s/ Walter C. Johnsen
-------------------------------
Walter C. Johnsen
President and Chief Executive Officer
[Principal Executive Officer]
<PAGE 5>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Walter C. Johnsen President, Chief Executive May 6, 1997
Walter C. Johnsen Officer and Director
/s/ Gary D. Penisten Chairman of the Board May 6, 1997
Gary D. Penisten and Director
/s/ Cheryl L. Kendall Vice President, Treasurer, May 6, 1997
Cheryl L. Kendall Secretary and Principal
Financial Officer
/s/ Richard L. Windt Controller and Principal May 6, 1997
Richard L. Windt Accounting Officer
/s/ Newman M. Marsilius Director May 6, 1997
Newman M. Marsilius
/s/ Wayne R. Moore Director May 6, 1997
Wayne R. Moore
/s/ George R. Dunbar Director May 6, 1997
George R. Dunbar
/s/ David W. Clark Director May 6, 1997
David W. Clark
/s/ Henry C. Wheeler Director May 6, 1997
Henry C. Wheeler
/s/ James L.L. Tullis Director May 6, 1997
James L.L. Tullis
<PAGE 6>
INDEX OF EXHIBITS ACCOMPANYING THE S-8 REGISTRATION
STATEMENT
Exhibit Description Sequential
Page
Number
4(a) Acme United Corporation Amended and
Restated Stock Option Plan
4(b) Form of Stock Option Agreements pursuant
to the Acme United Corporation
Amended and Restated Stock Option
Plan.
5 Opinion of Marsh, Day & Calhoun Regarding
the Legality of the Shares of Common Stock
24(a) Consent of Marsh, Day & Calhoun*
24(b) Consent of Coopers & Lybrand L.L.P.
*Included in exhibit 5.
<PAGE 7>
Exhibit 4(a)
ACME UNITED CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
1. PURPOSE
The purpose of this plan (the "Plan") is to promote the interests
of Acme United Corporation (the "Corporation") by enabling its
key employees to acquire an increased proprietary interest in the
Corporation and thus to share in the future success of the
Corporation's business. Accordingly, the Plan is intended as a
means not only of attracting and retaining outstanding management
personnel but also of promoting a closer identity of interests
between employees and stockholders. Since the employees eligible
to receive Options under the Plan will be those who are in a
position to make important and direct contributions to the
success of the Corporation, the Directors believe that the grant
of the Options under the Plan will be in the best interests of
the Corporation.
2. DEFINITIONS
Unless the context clearly indicates otherwise, the following
terms, when used in the Plan, shall have the meanings set forth
in this Section 2.
(a) "Beneficiary" means the person or persons who shall
acquire the right to exercise an option by bequest or
inheritance.
(b) "Board of Directors" or "Board" means the Board of the
Directors of the Corporation.
(c) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(d) "Committee" means the Stock Option Plan Committee of the
Board of Directors, consisting of all Board members who are
not employees of the Corporation, but in no event fewer than
two (2) such Board members.
(e) "Common Stock" shall mean common stock, par value $2.50
per share, of the Corporation.
(f) "Disability" means a disability as defined in the
Corporation's Long-Term Disability Plan, as amended from time
to time.
(g) "Fair Market Value" shall mean the closing price for the
Common Stock on the date immediately preceding the date on
which the option is granted.
(h) "Incentive Stock Option" shall mean a stock option
granted pursuant to this Plan and intended to satisfy the
requirements of Section 422 of the Code.
(I) "Option" shall mean a stock option granted pursuant to
the Plan.
(j) "Optionee" shall mean a person to whom an Option has been
granted under the Plan.
(k) "Option Agreement" shall mean the written agreement to be
entered into by the Corporation and the Optionee, as provided
in Section 6 hereof.
(l) "Retirement" shall mean retirement pursuant to the
Retirement Plan for Employees of Acme United Corporation, as
amended from time to time.
(m) "Share" shall mean the Common Stock of the Corporation,
as adjusted in accordance with Section 16 of the Plan.
(n) "Subsidiary" shall mean any subsidiary corporation of the
Corporation within the meaning of Section 424(f) of the Code
(or a successor provision of similar import).
Where used herein, unless the context indicates otherwise, words
in the masculine form shall be deemed to refer to females as well
as to males.
<PAGE 8>
3. SHARE SUBJECT TO THE PLAN
(a) The stock to be covered by the Options is the Common
Stock of the Corporation. The aggregate number of shares of
Common Stock which may be delivered on exercise of the Options
is 400,000 shares, subject to adjustment pursuant to Section
16.
(b) As determined by the Board from time to time, such shares
may be previously issued shares reacquired by the Corporation
or authorized but unissued shares. If any Option expires or
terminates for any reason without having been exercised in
full, the Shares covered by the unexercised portion of such
Option shall again be available for Options, within the limits
specified above.
4. ADMINISTRATION OF THE PLAN
(a) Except as provided in paragraph (b) of this Section, the
Plan shall be administered by the Stock Option Plan Committee
of the Board of Directors of the Corporation. In addition to
its duties with respect to the Plan stated elsewhere in the
Plan, the Committee shall have full authority, consistent with
the Plan, to interpret the Plan, to promulgate such rules and
regulations with respect to the Plan as it deems desirable and
to make all other determinations necessary or desirable for
the administration of the Plan. All decisions,
determinations, and interpretations of the Committee shall be
binding upon all persons.
No member of the Board of Directors or the Committee and no
employee of the Corporation shall be liable for any act or
action hereunder, whether of omission or commission, by any
other member or employee or by any agent to whom duties in
connection with the administration of the plan have been
delegated in accordance with the provisions of the Plan or,
except in circumstances involving his bad faith, for anything
done or omitted to be done by himself.
(b) Except as provided in Section 7, it is intended that the
stock options granted pursuant to the Plan constitute
Incentive Stock Options within the meaning of Section 422 of
the Code. The Committee shall administer the Plan in such a
manner as to establish and maintain such Options as Incentive
Stock Options.
(c) The Committee may, with the consent of the Optionee,
substitute Options which are not intended to be Incentive
Stock Options for outstanding Incentive Stock Options. Any
such substitution shall not constitute the grant of a new
Option for the purposes of this Plan, and shall not require a
revaluation of the Option exercised prior to the substituted
Option. Any such substitution shall be implemented by an
amendment to the applicable Option Agreement or in such other
manner as the Committee in its discretion shall determine.
(d) The Committee shall make such provision as it deems
necessary or appropriate for the withholding of any federal,
state, local or other tax required to be withheld with regard
to the exercise of an Option under the Plan.
5. EMPLOYEES ELIGIBLE TO RECEIVE OPTIONS
(a) The Committee shall from time to time in its discretion
select the employees to whom the Options shall be granted from
among the key employees of the Corporation and any Subsidiary.
(b) Members of the Board of Directors who are not regular
salaried employees of the Corporation or a Subsidiary shall
not be eligible to receive Options.
(c) An individual employee may receive more than one Option.
6. OPTION AGREEMENT
(a) No Option shall be exercised by an Optionee unless he or
she shall have executed and delivered an Option Agreement.
(b) Appropriate officers of the Corporation are hereby
authorized to execute and deliver Option Agreements in the
name of the Corporation as directed from time to time by the
Committee.
<PAGE 9>
7. GRANTS OF OPTIONS
(a)The Committee shall in it discretion determine the time
or times when Options shall be granted and the number of
shares of Common Stock to be subject to each Option.
(b)The aggregate fair market value (determined as of the
date the Option is granted) of the stock with respect to which
Incentive Stock Options are exercisable for the first time by
such individual during any calendar year (under all stock
option plans of the Corporation and its Subsidiaries) shall
not exceed $100,000.00.
(c)No Incentive Stock Option shall be granted to an employee
who, at the time the Option is granted, owns (within the
meaning of Section 422(b) (6) of the Code) stock possessing
more than ten percent of the total combined voting power of
all classes of stock of the Corporation unless the following
requirements are satisfied:
(I)notwithstanding the provisions of Section 8, the
purchase price for each share of common stock subject to an
Option shall be at least 110 percent of the fair market
value of the Common Stock subject to the Option at the time
the Option is granted; and
(ii)the Option is not exercisable after the expiration of
five (5) years from the date such Option is granted.
(d)The Committee may in its discretion grant Options that are not
intended to constitute Incentive Stock Options.
(e)Each Option shall be evidenced by an Option Agreement, in such
form as the Committee shall from time to time approve, which
shall state the terms and conditions of the Option in
accordance with the Plan, and also shall contain such
additional provisions as may be necessary or appropriate under
applicable laws, regulations, and rules.
8. OPTION PRICE
The purchase price for each share of Common Stock subject to an
Option shall be one hundred percent (100%) of the Fair Market
Value of the Common Stock on the date the Option is granted
provided, however, that the purchase price shall not be less than
the par value of the Common Stock which is the subject of the
Option.
9. OPTION PERIOD; EXERCISE RIGHTS
(a)Each Option shall be for such term as the Committee shall
determine, but not more than ten years from the date it is
granted, and shall be subject to earlier termination as
provided in Section 10.
(b)Options shall be exercisable in accordance with the following
schedule: 25% one day after date of grant;
25% one day after first year anniversary of date of grant; 25%
one day after second year anniversary of date of grant; 25%
one day after third year anniversary of date of grant.
(c)Upon the purchase of shares of Common Stock under an Option,
the Stock certificate or certificates may, at the request of
the purchaser, be issued in his name and the name of another
person as joint tenants with the right of survivorship.
(d)The exercise of each Option granted under the Plan shall be
subject to the condition that if at any time the Corporation
shall determine in its discretion that the listing,
registration, or qualification of any shares of Common Stock
otherwise deliverable upon such exercise upon any securities
exchange or under any State or Federal law, or the consent or
approval of any regulatory body, is necessary or desirable as
a condition of, or in connection with, such exercise or the
delivery or purchase of shares thereunder, then in any such
event such exercise shall not be effective unless such
listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Corporation. Any such postponement
shall not extend the time within which the Option may be
exercised; and neither the Corporation nor its directors or
officers shall have any obligation or liability to the
Optionee or to a Beneficiary with respect to any shares of
Common Stock as to which the Option shall lapse because of
such postponement.
<PAGE 10>
10. EXERCISE RIGHTS UPON TERMINATION OF EMPLOYMENT
(a)Retirement
If an Optionee retires under a retirement or pension plan of
the Corporation or of a Subsidiary, the Optionee's Option
shall terminate one year after the date of such retirement,
but in no event later than the date on which it would have
expired if the Optionee had not retired, provided, however,
that if the Option is exercised later than three months from
the date of such retirement, such Option shall not constitute
an Incentive Stock Option. During such period the Optionee
may exercise the Option in whole or in part, notwithstanding
the limitations of Section 9(b) or any limitation that may
have been set by the Committee pursuant thereto.
(b)Disability
If an Optionee becomes disabled, the Optionee may exercise the
Option (I) within one year after the date of Disability, but
in no event later than the date on which it would have expired
if the Optionee had not become disabled, or (ii) within such
other period, not exceeding three years after the date of
Disability, as shall be prescribed in the Option Agreement;
provided, however, that if the Option is exercised later than
one year after the date of Disability, it shall not constitute
an Incentive Stock Option. During such period the Optionee
may exercise the Option in whole or in part, notwithstanding
the limitations of Section 9(b) or any limitation that may
have been set by the Committee pursuant thereto.
(c)Death
If an Optionee dies during a period in which he or she is
entitled to exercise an Option (including the period referred
to in paragraphs (a), (b), and (d) of this Section 10), the
Option may be exercised at any time within one year from the
date of the Optionee's death, but in no event later than the
date on which it would have expired if the Optionee had lived,
by the Optionee's Beneficiary, in whole or in part,
notwithstanding the limitations of Section 9(b) or any
limitation that may have been set by the Committee pursuant
thereto.
(d)Termination of Employment for Any Other Reason
If an Optionee ceases to be employed by the Corporation or a
Subsidiary for any reason other than retirement, disability,
or death, the Optionee's Option shall terminate 30 days after
the date of such cessation of employment, but in no event
later than the date on which it would have expired if such
cessation of employment had not occurred. For Options granted
prior to June 25, 1996, the Optionee's Option shall terminate
three months after the date of such cessation of employment,
but in no event later than the date on which it would have
expired if such cessation of employment had not occurred.
During such period the option may be exercised only to the
extent that the Optionee was entitled to do so under Section
9(b) at the date of cessation of employment unless the
Committee, in its sole and nonreviewable discretion, permits
exercise of the Option to a greater extent. The employment of
an Optionee shall not be deemed to have ceased upon his or her
absence from the Corporation or a Subsidiary on a leave of
absence granted in accordance with the usual procedure of the
Corporation or Subsidiary.
11. METHOD OF EXERCISE
(a)Each exercise of an Option shall be by written notice to the
Secretary of the Corporation, stating the number of shares to
be purchased. An Option may be exercised with respect to all,
or any part of, the Shares of Common Stock as to which it is
exercisable at the time.
(b)The purchase price of the shares being purchased shall be paid
in full at the time the Option is exercised. Such payment
shall be made in cash in United States currency.
12. NONTRANSFERABILITY OF OPTIONS
Each Option shall be nonassignable and nontransferable by the
Optionee other than by will or by the laws of descent and
distribution. Each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.
13. SHAREHOLDER RIGHTS
No person shall have any rights of a shareholder by virtue of an
Option except with respect to shares actually issued to him and
registered on the transfer books of the Corporation, and the
issuance of shares shall confer no retroactive right to
dividends.
<PAGE 11>
14. USE OF PROCEEDS
The proceeds received by the Corporation from the sale by it of
shares of Common Stock to persons exercising an Option pursuant
to the Plan will be used for the general purposes of the
Corporation or any Subsidiary.
15. GENERAL PROVISIONS
The grant of an Option in any year shall not give the Optionee
any right to similar grants in future years or any right to be
retained in the employ of the Corporation or any Subsidiary.
16. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
If there is a change in the number or kind of outstanding shares
of the Corporation's stock by reason of a stock dividend, stock
split, recapitalization, merger, consolidation, combination, or
other similar event, appropriate adjustments shall be made by the
Committee to the number and kind of shares subject to the Plan,
the number and kind of shares under Options then outstanding, the
maximum number of shares available for Options or the Option
Price and other relevant provisions, to the extent that the
Committee, in its sole and nonreviewable discretion, determines
that such change makes such adjustments necessary or equitable.
17. EFFECT OF MERGER OR OTHER REORGANIZATION
If the Corporation shall be the surviving corporation in a merger
or other reorganization, an Option shall extend to stock and
securities of the Corporation to the same extent that a holder of
that number of Shares immediately before the merger or
consolidation corresponding to the number of Shares covered by
the Option would be entitled to have or obtain stock and
securities of the Corporation under the terms of the merger or
consolidation. If the Corporation dissolves, sells substantially
all of its assets, is acquired in a stock for stock or securities
exchange, or is a party to a merger or other reorganization in
which it is not the surviving corporation, then each Option shall
be exercisable in full within the period of sixty (60) days
commencing upon the date of the action of the shareholders (or
the Board if shareholders' action is not required) is taken to
approve the transaction and upon the expiration of that period
all Options and all rights thereto shall automatically terminate.
18. TERMINATION; AMENDMENTS
(a)The Board may at any time terminate the Plan. Unless the Plan
shall previously have been terminated by the Board, it shall
terminate on February 24, 2002. No Option may be granted
after such termination.
(b)The Board may at any time or times amend the Plan or amend any
outstanding Option for the purpose of satisfying the
requirements of any changes in applicable laws or regulations
or for any other purpose which at the time may be permitted by
law.
(c)Except as provided in Section 16, no such amendment shall,
without the approval of the shareholders of the Corporation:
(I) increase the maximum number of shares of Common Stock for
which the Options may be granted under the Plan; (ii) reduce
the Option price of outstanding Options; (iii) extend the
period during which Options may be granted; (iv) materially
increase in any other way the benefits accruing to Optionees;
or (v) change the class of persons eligible to be Optionees.
(d)No termination or amendment of the Plan, shall, without the
consent of an Optionee or Beneficiary, adversely affect the
Optionee's or Beneficiary's right under any Option previously
granted, but it shall be conclusively presumed that any
adjustment for changes in capitalization in accordance with
Section 16 hereof does not adversely affect any such right.
19. EFFECTIVE DATE
The Plan, as amended, became effective upon approval by the Board
on June 25, 1996.
20. GOVERNING LAW
The plan shall be construed and its provisions enforced and
administered in accordance with and under the laws of Connecticut
except to the extent that such laws may be superseded by any
Federal law.
effective June 25, 1996
<PAGE 12>
Exhibit 4(b)
Stock Option Agreement
AMENDED AND RESTATED
ACME UNITED CORPORATION STOCK OPTION PLAN
A. A STOCK OPTION for a total of _________________ shares of
common Stock, par value $2.50, of Acme United Corporation, a
Connecticut corporation (herein the "Company"), is hereby granted
to __________________________(herein the "Optionee"), subject in
all respects to the terms and provisions of the Amended and
Restated Acme United Corporation Stock Option Plan, (the "Plan"),
dated February 25, 1992 and as amended on June 25, 1996, which has
been adopted by the Company and which is incorporated herein by
reference.
B. The option price per share as determined by the Stock
Option Plan Committee of the Company is __________________Dollars
($_________) per share.
C. This Option may not be exercised if the issuance of shares
of Common Stock of the Company upon such exercise would constitute
a violation of any applicable securities or other law or valid
regulation. The Optionee, as a condition to his exercise of this
Option, shall represent to the Company that the shares of Common
Stock of the Company that he acquires under this Option are being
acquired for him for investment and not with a present view to
distribution or resale, unless counsel for the Company is then of
the opinion that such a representation is not required under the
Securities Act of 1933 or any other applicable law, regulation or
rule of any governmental agency.
D. This Option may not be transferred in any manner otherwise
than by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee only by him. The
terms of this Option shall be binding upon the executors,
administrators, heirs, successors, and assigns of the Optionee.
E. This Option may not be exercised more than ten (10) years
from the date of its grant, and may be exercised during such term
only in accordance with the terms of the Plan.
F. This Option is intended to be an Incentive Stock Option
pursuant to the terms of the Plan and is, accordingly, subject to
the further limitations set forth in the Plan applicable to
Incentive Stock Options.
G. This Option is further subject to the following
limitations on exercise by the Optionee:
1. With respect to 25% of the shares (______) of Common
Stock, the Optionee's right of exercise under this Option shall be
subject only to the general limitations set forth in the Plan with
respect to all stock options which are intended to be Incentive
Stock Options.
2. With respect to a further 25% of the shares (_______)
of Common Stock, in addition to the general limitations set forth
in the plan, the Optionee shall in no event have any right of
exercise until ____________________. In the event the Optionee is
not an employee of the Company on __________________, his right of
exercise with respect to said shares and with respect to the shares
referred to in subsections 3 and 4 of this Section, shall
immediately lapse and shall be of no further force or effect.
3. With respect to a further 25% of the shares (________) of
Common Stock, in additional to the general limitations set forth in
the Plan, the Optionee shall in any event have no right of exercise
until ____________________. In the event the Optionee is not an
employee of the Company on ____________________, his right of
exercise with respect to said shares and with respect to the shares
referred to in subsection 4 of this Section, shall immediately
lapse and shall be of no further force or effect.
4. With respect to the balance of 25% of the shares (_______)
of Common Stock, in addition to the general limitations set forth
in the Plan, the Optionee shall in any event have no right of
exercise until __________________. In the event the Optionee is
not an employee of the Company on __________________, his right of
exercise with respect to said shares shall immediately lapse and
shall be of no further force or effect.
Dated as of: _________________________, 199__
ACME UNITED CORPORATION
By: /s/ Walter C. Johnsen
------------------------------
Name: Walter C. Johnsen
------------------------------
Title: President/CEO
------------------------------
ATTEST:
/s/ Cheryl L. Kendall
- -------------------------------
Cheryl L. Kendall, Secretary
<PAGE 15>
The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is annexed hereto, and represents that he is familiar
with the terms and provision thereof. The Optionee hereby accepts
this Option subject to all the terms and provisions of the Plan.
The Optionee hereby agrees to accept as binding, conclusive, and
final all decisions and interpretations of the Board of Directors
and, where applicable, the Compensation Committee, upon any
questions arising under the Plan. As a condition to the issuance
of shares of Common Stock of the Company under this Option, the
Optionee authorizes the Company to withhold in accordance with
applicable law from any regular cash compensation payable to him
any taxes required to be withheld by the Company or agrees to remit
to the Company at the time of any exercise of this Option any taxes
required to be withheld by the Company, under Federal, State or
Local law or applicable law of any other jurisdiction as a result
of his exercise of this Option. The Optionee further acknowledges
that under certain circumstances, either pursuant to the terms of
the Plan or pursuant to the Internal Revenue Code, this Option may
cease to be an Incentive Stock Option, in which event the Optionee
will be subject to taxation in a manner different from that
provided for Incentive Stock Options.
Dated: _______________________, 199___.
__________________________________
Optionee _________________________
<PAGE 16>
James E. Rice
OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON
STOCK -- EXHIBIT 5
May 6, 1997
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, CT 06430
Dear Sir or Madam:
We have acted as counsel for Acme United Corporation (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission of the Amendment to Form S-8
Registration Statement (the "Amended Registration Statement")
relating to an additional 100,000 shares of Common Stock, par value
$2.50 per share, of the Company (the "Common Stock") to be offered
pursuant to the Acme United Corporation Amended and Restated Stock
Option Plan (the "Plan").
We have examined and are familiar with (i) the Articles of
Incorporation and the Bylaws of the Company, (ii) the corporate
proceedings authorizing the issuance of 100,000 shares of Common
Stock pursuant to the Plan, and (ii) such other documents and
instruments as we have considered necessary for the purposes of the
opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of
the State of Connecticut.
2. Upon issuance and delivery of the shares of Common Stock
pursuant to the Plan and payment to the Company of the
option price for the Common Stock, such shares will be
validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion and our names in
connection with the Amended Registration Statement filed with the
Securities and Exchange Commission to register the shares of Common
Stock to be offered as aforesaid.
Very truly yours,
/s/ Marsh, Day & Calhoun
<PAGE 17>
Exhibit 24(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Acme United Corporation on Form S-8 (File No. ______ )
of our reports dated March 21, 1997, on our audits of the
consolidated financial statements and financial statement schedule
of Acme United Corporation as of December 31, 1996 and 1995, and
for the three years ended December 31, 1996, which reports are
included in the Annual Report on Form 10-K.
/s/ Cooper & Lybrand L.L.P.
Hartford, Connecticut
May 5, 1997
A:\EXH24B.CON
A:\S-82.FRM
