<PAGE> 1
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
HUFFY CORPORATION
(Exact name of issuer as specified in its Charter)
Ohio 31-0326270
(State of Incorporation) (I.R.S. Employer Identification No.)
225 Byers Road, Miamisburg, Ohio 45342
(Address of Principal Executive Offices) (Zip Code)
---------------------------
HUFFY CORPORATION
1998 KEY EMPLOYEE NON-QUALIFIED STOCK PLAN
(Full Title of the Plan )
---------------------------
Nancy A. Michaud, Secretary
Huffy Corporation
225 Byers Road
Miamisburg, Ohio 45342
(937) 866-6251
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, no par 100,000 $16.0625* $1,606,250* $321.25
value
</TABLE>
- --------------------------------------------------------------------------------
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration Statement
* Based pursuant to Rule 457(c) and 457(f)(1), on the average of the high
and low prices of the common stock of Huffy Corporation on the New York
Stock Exchange on May 4, 1998, a date within 5 days of the date on
which this Registration Statement is filed.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in a
single document, entitled "Prospectus," which constitutes a part of the Section
10(a) Prospectus to which this Registration Statement relates but which is not
filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Huffy Corporation (the "Registrant") hereby states that the documents
listed in (a) through (c) below are incorporated by reference in this
Registration Statement, and further states that all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
(a) The Registrant's Annual Report on Form 10-K as amended for the
year ended December 31, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act since December 31, 1997.
(c) The description of the Common Stock contained in Amendment No.
I to the Company's Registration Statement on Form S-3 filed
with the Commission on August 18, 1989 and description of the
Rights contained in the Company's Registration Statement on
Form 8-A filed with the Commission on January 9, 1989, as
amended by the Company's Form 8 Amendment to Application or
Report filed with the Commission on September 4, 1991, and by
the Company's Form 8 Amendment to Application or Report filed
with the Commission on December 22, 1994.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Code of Regulations (the "Code") provides for
indemnification of any person who served or serves as a director, officer,
employee or agent of the Registrant, or who served or serves at the request of
the Registrant as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, non-profit or for profit, partnership, joint
venture, trust, or other enterprise, against any and all losses, liabilities,
damages, and expenses, including attorneys' fees, judgements, fines, Employee
Retirement Income Security Act excise taxes or penalties, and amounts paid in
settlement incurred by such person in connection with any claim, action, suit or
proceeding, including any action or suit by or in the right of the Registrant
(whether threatened, pending or completed, and whether civil, criminal,
administrative, or investigative, including appeals), by reason of any act or
omission to act a such director, trustee, officer, employee or agent, to the
full extent permitted by Ohio law including, without limitation, the provisions
of Section 1701.13 of the Ohio Revised Code, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Registrant to provide broader indemnification rights than
said law permitted the Registrant to provide prior to such amendment).
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Registrant is
permitted to indemnify any director, officer, employee or agent of the
Registrant against costs and expenses incurred in connection with any action,
suit or proceeding brought against any such person by reason for his having
served the Registrant in such capacity, provided that he meets certain "good
faith" tests provided by law, and provided further that, with respect to suits
brought on behalf of the Registrant, he is not adjudged to be liable for
negligence or misconduct unless the relevant court finds indemnification to be
nevertheless appropriate in view of all the circumstances.
The Code further provides, consistent with Section 1701.13(E)(5)(a) of the Ohio
Revised Code, for all expenses, including attorneys' fees, incurred by a
director in defending the action, suit or proceeding to be paid by the
Registrant as they are incurred, in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(a) Repay such amount if it is proved by clear and convincing evidence
in a court of competent jurisdiction that his or her action or failure
to act involved an act or omission undertaken with deliberate intent to
cause injury to the Registrant or undertaken with reckless disregard
for the best interests of the Registrant;
(b) Reasonably cooperate with the Registrant concerning the action,
suit, or proceeding.
In addition, the Code provides that the indemnification provided by the Code
shall not be exclusive of, and shall be in addition to, any rights to which a
director or officer seeking indemnification may be entitled under, among other
things, any agreement. Pursuant to the foregoing, the Registrant has entered
into indemnification agreements with its directors and officers which provides
that the Registrant shall indemnify the director or officer if he was or is, or
is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
3
<PAGE> 4
administrative or investigative (including, without limitation, any action
threatened or instituted, without limitation, any action threatened or
instituted by or in the right of the Registrant), by reason of the fact that he
is or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, trustee,
employee or agent of another corporation (domestic or foreign, non-profit or for
profit), partnership, joint venture, trust or other enterprise, partnership,
joint venture, trust or other enterprise, against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees, transcript
costs and investigative costs), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the bests interests of the Registrant, and with respect
to any criminal action or proceeding, he had no reasonably cause to believe his
conduct was unlawful. If the director or officer claims indemnification under
the agreement, he shall be presumed, in respect of any act or omission giving
rise to such claim for indemnity, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the bests interests of the
Registrant, and with respect to any criminal matter, to have had no reasonable
cause to believe his conduct was unlawful, and the termination of any action,
suit or proceeding by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
The indemnity agreement also provides that the Registrant will not indemnify an
officer or director in respect of any claim, issue or matter asserted in any
completed action or suit instituted by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, trustee, officer, employee or agent
of another corporation (domestic or foreign, non-profit or for profit),
partnership, joint venture, trust or other enterprise, as to which claim, issue
or matter he shall have been adjudged to be liable for acting with reckless
disregard for the bests interests of the Registrant in the performance of his
duty to the Registrant, unless and only to the extent that the Court of Common
Pleas of Montgomery County, Ohio or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to such indemnity as such court of Common Pleas
or such other court shall deem proper.
In addition, the Registrant has purchased insurance policies which provide
coverage for the acts and omissions of the Registrant's directors and officers
in certain situations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4 Huffy Corporation 1998 Key Employee Non-Qualified Stock
Plan
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
5, 23.1 Opinion of Dinsmore & Shohl as to the legality of the
securities being registered
23.2 Consent of KPMG Peat Marwick LLP, independent certified
public accountants
24 Power of Attorney
</TABLE>
- ------------------------
5
<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 to
include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
2. That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange of 1934) that is incorporated
by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and 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 of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miamisburg, State of Ohio on May 5, 1998.
HUFFY CORPORATION
By: /s/ NANCY A. MICHAUD
---------------------------------------
Nancy A. Michaud, Vice President -
General Counsel and Secretary
SIGNATURE
/s/ **
- --------------------------------------
Don R. Graber, Chairman of the Board,
President and Chief Executive Officer,
Director
(Principal executive officer)
/s/ **
- --------------------------------------
Thomas A. Frederick, Vice President - Finance,
Chief Financial Officer and Treasurer
(Principal financial officer)
/s/ **
- --------------------------------------
Timothy G. Howard, Vice President - Controller
(Principal accounting officer)
DIRECTORS:
/s/ **
- --------------------------------------
W. Anthony Huffman
/s/ **
- --------------------------------------
Linda B. Keene
** Indicates Nancy A. Michaud has the power of attorney to sign on each
individual's behalf.
7
<PAGE> 8
DIRECTORS:
No signature
- --------------------------------------
Jack D. Michaels
/s/ **
- --------------------------------------
Donald K. Miller
/s/**
- --------------------------------------
James F. Robeson
/s/**
- --------------------------------------
Patrick W. Rooney
/s/ **
- --------------------------------------
Geoffrey W. Smith
/s/ **
- --------------------------------------
Thomas C. Sullivan
/s/ **
- --------------------------------------
Joseph P. Viviano
** Indicates Nancy A. Michaud has the power of attorney to sign on each
individual's behalf.
8
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
4 Huffy Corporation 1998 Key Employee Non-Qualified Stock Plan
5, 23.1 Opinion of Dinsmore & Shohl as to the legality of the securities
being registered.
23.2 Consent of KPMG Peat Marwick LLP, independent certified public
accountants
24 Power of Attorney
</TABLE>
- -------------------
9
<PAGE> 1
Exhibit 4
HUFFY CORPORATION
1998 KEY EMPLOYEE NON-QUALIFIED STOCK PLAN
PART I GENERAL
1. PURPOSE
The Huffy Corporation 1998 Key Employee Non-Qualified Stock Plan (the
"Plan") is intended for the purpose of providing an additional
incentive to certain employees of Huffy Corporation (the "Company") and
its subsidiaries, in order to increase shareholder value and to remain
in the employ of the Company or its subsidiaries. The Plan provides a
means for these employees to receive options to acquire shares of the
Company's Common Stock, $1.00 par value ("Common Stock"), and stock
appreciation rights, and an opportunity to subscribe for shares of
Common Stock subject to the restrictions set forth in Section 25 of
this Plan ("Restricted Shares"). The Plan will benefit the Company by
giving employees an increasing personal interest in its continued
success and progress.
2. DEFINITIONS
(a) A "Change in Control" shall mean the date of occurrence of any
of the following events:
(i) Shares of Common Stock of the Company have been
acquired other than directly from the Company in
exchange for cash or property by any person who
thereby becomes the owner of more than twenty percent
(20%) of the Company's outstanding shares of Common
Stock;
(ii) Any person has made a tender offer for, or a request
for invitations for the tender of, shares of Common
Stock of the Company; or
(iii) Any person forwards or causes to be forwarded to
shareholders of the Company a proxy statement or
statements in any period of twenty-four (24)
consecutive months soliciting proxies to elect to the
Board of Directors of the Company two (2) or more
persons who were not nominated as candidates for the
Board of Directors of the Company in proxy statements
forwarded to shareholders during such period on
behalf of the Board of Directors of the Company.
(b) The term "subsidiary" where used in this Plan means any
corporation more than 50% of whose voting stock is owned
directly or indirectly by the Company.
<PAGE> 2
3. ADMINISTRATION
(a) The Plan shall be administered by the Compensation Committee
of the Board of Directors (hereinafter called the "Committee")
which shall at all times consist of not less than three (3)
members of the Board of Directors of the Company who are not
entitled to participate in the Plan to be appointed by, and to
serve at the pleasure of, the Board of Directors of the
Company.
(b) The Committee shall have full power and authority to construe
the provisions and to supervise the administration of the
Plan, including the establishment of such rules and
regulations as it may deem appropriate, and all decisions and
designations made by the Committee pursuant to the provisions
of the Plan shall be final. Any action taken by a majority of
the Committee shall be the action of the Committee.
4. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
Any full-time salaried employee of the Company or of a subsidiary, who
is neither an officer of the Company nor member of the Board of
Directors but who is in a position to make a contribution to the
profits of the Company or a subsidiary, shall be eligible to
participate in the Plan. The employees to whom options and/or stock
appreciation rights are granted or to whom Restricted Shares are
offered shall be designated from time to time by the Committee.
5. SHARES SUBJECT TO THE PLAN
(a) The total number of shares of Common Stock which may be issued
under the Plan shall not exceed 100,000 shares, subject,
however, to adjustments required under the provisions of
Section 5(d) hereof. The number of shares of Common Stock that
may be subject to options granted to an employee under the
Plan during any calendar year shall not exceed Fifteen Percent
(15%) of the total number of shares of Common Stock which may
be issued under the Plan.
(b) Common Stock subject to the Plan may be, at the discretion of
the Board of Directors, either authorized and unissued shares
or treasury shares.
(c) If an option is surrendered for any reason (other than the
election to receive stock appreciation right benefits) or for
any other reason ceases to be exercisable in whole or in part,
or if Restricted Shares subscribed for under the Plan are
later forfeited pursuant to the Plan, the Common Stock which
is subject to such option but as to which the option has not
been exercised, or such Restricted Shares, shall again become
available for offering under the Plan. If an option is
surrendered in connection with the exercise of a stock
appreciation right, the number of shares of Common Stock
covered by such option or portion thereof which is so
surrendered less the number of shares of Common Stock issued
in connection with the exercise of the stock appreciation
right shall again become available for offering under the
Plan.
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<PAGE> 3
(d) In the event of any change in the Common Stock subject to the
Plan or to any option or stock appreciation right granted
hereunder by reason of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split
up, combination or exchange of shares, or other change in the
corporate structure, the aggregate number of shares which may
be issued under this Plan and the number and class of shares
subject to each outstanding option or stock appreciation right
and Restricted Shares still subject to restrictions, and the
price per share, shall be appropriately adjusted by the
Committee.
6. DURATION AND TERMINATION OF THE PLAN
The Plan shall become effective April 17, 1998 and shall terminate on
the tenth anniversary of the effective date unless terminated at an
earlier date by action of the Board of Directors; provided, however,
that any termination of this Plan after the effective date shall not
affect options or stock appreciation rights granted, or Restricted
Shares subscribed for, prior thereto.
7. AMENDMENT OF THE PLAN
The Board of Directors reserves the right at any time, and from time to
time, to modify or amend the Plan in any way, or to suspend or
terminate it, effective as of such date, which date may be either
before or after the taking of such action, as may be specified by the
Board of Directors; provided, however, that such action shall not
affect options granted under the Plan prior to the actual date on which
such action occurred.
8. INDEMNIFICATION
Each person who is or shall have been a member of the Committee or of
the Board of Directors shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may
be a party or in which he may be involved by reason of any action taken
or failure to act upon the Plan and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval,
or paid by him in satisfaction of judgment in any such action, suit, or
proceeding against him; provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such person may be entitled under the
Company's Articles of Incorporation or Code of Regulations, as a matter
of law, or otherwise, or any power that the Company may have to
indemnify him or hold him harmless.
- 3 -
<PAGE> 4
9. NOTICES
Each notice relating to this Plan shall be in writing and delivered in
person or by first class or certified mail to the proper address. Each
notice shall be deemed to have been given on the date it is received.
Each notice to the Committee shall be addressed as follows:
Huffy Corporation
225 Byers Road
Miamisburg, OH 45342
Attention: Secretary
Each notice to the holder of options, stock appreciation rights or
Restricted Shares (or other person then entitled to exercise an option
and/or stock appreciation right) shall be addressed to the holder, (or
such other person or persons), at the holder's address set forth in the
Company's current personnel records. Anyone to whom a notice may be
given under this Plan may designate, in writing, a new address by
notice to that effect.
PART II OPTIONS AND STOCK APPRECIATION RIGHTS
10. GRANT OF OPTIONS OR STOCK APPRECIATION RIGHTS
(a) To the extent not inconsistent with the provisions of this
Plan, the Committee shall fix the terms and provisions and
restrictions of options and stock appreciation rights,
including the number of shares of Common Stock to be subject
to each option, the dates on which options may be fully or
partially exercised, the minimum period (if any) during which
the same must be held until exercisable and the expiration
dates thereof. The Committee may require an agreement,
commitment, or statement on the part of any grantee of options
and/or stock appreciation rights prior to the effectiveness of
any such grant as it shall determine is in the best interest
of the Company.
(b) In addition to grants by the Committee, the Chief Executive
Officer of the Company may also grant nonqualified stock
options in his sole discretion to employees but not to
officers of the Company. The total number of nonqualified
stock options that the Chief Executive Officer may grant under
this Plan in any one calendar year shall not exceed options to
purchase 5,000 shares for any one employee or options to
purchase 50,000 shares for all employees in the aggregate. All
grants made in accordance with this Section 10(b) shall be
subject to the same terms and conditions of this Plan as
grants made by the Committee, provided that upon the granting
of any option to an employee, the Chief Executive Officer
shall promptly cause such employee to be notified of the fact
of such grant and shall advise the Committee not less than
annually of grants made under this provision.
- 4 -
<PAGE> 5
(c) Only nonqualified stock options may be issued under this Plan
in accordance with the Plan's terms and conditions. An
eligible employee may hold more than the one option, but only
on the terms and subject to the restrictions set forth in this
Plan.
(d) The purchase price of the Common Stock covered by any option
issued under this Plan shall be as determined by the
Committee; provided, however, that in no event shall the
purchase price be less than one dollar ($1.00) per share.
(e) The fair market value of shares of Common Stock on a
particular date shall be the closing sale price for the
Company's Common Stock as shown in the New York Stock Exchange
Composite Transactions for that date or, if no such sale
occurred on that date, then for the next preceding date on
which a sale was made. Subject to the foregoing, the
Committee, in fixing the purchase price, shall have full
authority and discretion and be fully protected in doing so.
11. NOTICE OF GRANT OF OPTION OR STOCK APPRECIATION RIGHT
Upon the granting of any option or stock appreciation right to an
employee, the Committee shall promptly cause such employee to be
notified of the fact of such grant. The date on which an option or
stock appreciation right shall be granted shall be the date of the
Committee's authorization of such grant or such later date as may be
determined by the Committee at the time such grant is authorized,
subject to satisfaction of any conditions the Committee may place on
the effectiveness of the grant.
12. STOCK APPRECIATION RIGHTS
Subject to any other provisions of this Plan, the Committee, in its
sole discretion, may grant with any option granted under the Plan, in
addition to the holder's option to acquire shares of Common Stock, a
stock appreciation right, whereby the option holder may receive from
the Company, upon his written request ("Request"), in exchange for the
surrender of any option or any portion thereof which, under the terms
and conditions of the Plan is exercisable on the date of the Request,
shares of Common Stock, cash or any combination thereof as specified in
the Request, having an aggregate value equal to the excess of the fair
market value on the date of the Request of one share of Common Stock
over the purchase price specified in such option multiplied by the
number of shares of Common Stock covered by such option or portion
thereof which is so surrendered. A stock appreciation right granted in
connection with an option under the Plan may only be granted at the
time of such option, and is exercisable only when the fair market value
of the Common Stock on the date of the Request exceeds the purchase
price specified in such option.
For the purpose of this Section 12, the fair market value of a share of
Common Stock on any date shall mean the average of the closing price
thereof on each of the ten (10) trading days immediately preceding such
day as shown in the New York Stock Exchange-Composite Transactions.
- 5 -
<PAGE> 6
Any election by an option holder to surrender his option and to receive
a stock appreciation right settlement, whether for cash, for stock or
for any combination of stock and cash, shall be made by a Request only
during any period beginning on the third business day following the
date of release for publication by the Company of quarterly or annual
summary statements of sales and earnings and ending on the twelfth
business day following such date. No stock appreciation right or
related stock option shall be exercisable, however, during the first
six (6) months of its term, except that this limitation shall not apply
in the event death or disability of the optionee occurs prior to the
expiration of the six-month period. Any stock appreciation right shall
be exercisable upon such additional terms and conditions as may from
time to time be prescribed by the Committee. Upon surrender of an
option or a portion thereof in exercise of stock appreciation rights,
such option or portion thereof shall expire.
No fractional shares of Common Stock shall be issued upon the exercise
of any stock appreciation right.
In the event the Committee disapproves in whole or in part any Request
by an option holder to exercise his stock appreciation right, or the
form of payment thereof, such disapproval shall not affect the
optionee's right to exercise his stock appreciation right at a later
date to the extent that such right is otherwise exercisable or to elect
the form of payment at a later date, provided that such later exercise
and the form of payment also shall be subject to the Committee's
approval. Additionally, such disapproval shall not affect the option
holder's right alternatively to exercise any option or options granted
to him under the Plan.
13. ADDITIONAL PROVISIONS
Any option agreements authorized under the Plan shall contain such
other provisions, including provisions with respect to stock
appreciation rights, as the Committee and the Board of Directors of the
Company shall deem advisable which are not inconsistent with the terms
herein stated.
14. EXERCISE OF OPTIONS
An option may be exercised by notice given to the Committee in such
form as the Committee shall require. No fractions of a share may be
purchased by an option holder upon exercising his option, and to the
extent that the use of fractional or percentage computations would
otherwise give rise to the right of the option holder to purchase a
fraction of a share, the total shares subject to exercise shall be
adjusted to the nearest whole number with any half share balance being
adjusted to one whole share. No option may be exercised in the event of
a breach of Section 15(b) of this Plan.
15. EXERCISE AFTER TERMINATION OF EMPLOYMENT.
(a) Options or stock appreciation rights may be exercised only
while the option holder (or if the options or stock
appreciation rights have been assigned, while the initial
option holder) is an employee during a period of continuous
employment with the
- 6 -
<PAGE> 7
Company or a subsidiary from the date of grant and may not be
exercised at any time after termination of the employment of
the original option holder for any cause, whether upon
retirement or otherwise, except as hereinafter provided:
(i) Upon the termination of the employment of an employee
for disability or upon his retirement under any
pension plan for salaried employees, he shall have
the right to purchase all or any part of the Common
Stock with respect to which he held options
immediately prior to the date of termination or
retirement, until five (5) years after such
retirement under a pension plan for salaried
employees or due to disability, whichever is first to
occur. The employee shall also have the right to
exercise any equivalent stock appreciation right
which he was entitled to exercise immediately prior
to the date of such termination or retirement;
(ii) Upon termination of an employee as a result of the
disposition of a business at which he was employed at
the effective date of disposition, such former
employee shall have the right to purchase all or any
part of the Common Stock with respect to which he was
entitled to exercise options immediately prior to the
date of termination until three (3) months after the
date of the employee's termination of employment. The
employee shall also have the right within the period
of three (3) months next following the date of such
termination to exercise any equivalent stock
appreciation right which he was entitled to exercise
immediately prior to the date of such termination;
(iii) Upon severance of an employee who has executed a
release and waiver in such form and substance as
determined by the Company, such former employee, if
agreed by the Company in its sole discretion, shall
have the right to purchase all or such part of the
Common Stock with respect to which he was entitled to
exercise options immediately prior to the date of
severance until the expiration of the severance
period as specified by the Company in the release and
waiver or such shorter period as agreed to by the
Company; and
(iv) Upon the death of any employee while in the active
service of the Company or of a subsidiary or upon the
death of any such retired employee or of any such
employee whose services have been terminated on
account of disability within the exercise periods
described in (i) above, his executor or administrator
or the person or persons to whom his rights under the
option or under the stock appreciate rights are
transferred by will or the laws of descent and
distribution shall have the right, within the period
of six (6) months next following the date of his
death, to purchase all or any part of the Common
Stock with respect to which he was entitled to
exercise to which he was entitled to exercise such
option immediately prior to his death or to exercise
any equivalent stock appreciation right which he was
entitled to exercise immediately prior to his death.
- 7 -
<PAGE> 8
(b) In no event shall an option or stock appreciation right be
exercised, including but not limited to any event set forth
herein, if the option holder engages or participates, directly
or indirectly as an officer, director, employee, sales
representative, partner, individual proprietor, consultant,
holder of debt or equity securities (except for ownership of
less than one percent (1%) of the issued and outstanding
securities of any publicly held corporation) or otherwise in
or for any company, corporation, partnership or other business
entity of any kind whatsoever, whether within or outside the
United States of America, which competes against any of the
businesses engaged in or contemplated by the Company
(including subsidiaries and other affiliated business entities
of the Company, or its respective successors or in any of its
related interests which developed or arose prior to, during,
or after the effective date of the term of this Plan), or in
or for any affiliate of such competitive company, corporation,
partnership or other business entity. For purposes of the
preceding sentence, it is understood and agreed that the
business activities of the Company are carried on throughout
the world. In the event either a majority of the members of
the Committee or a majority of the disinterested members of
the Board of Directors, in their sole discretion, determines
that an option holder has violated or breached this provision,
then all options held by the option holder shall be terminated
effective the date of such breach.
(c) The Committee shall have power to defend the extent to which
absences due to illness, service in the armed forces, or
leaves of absence shall not be considered to break
"continuance employment."
16. CHANGE IN CONTROL
In the event of a Change in Control of the Company (as defined in
Section 2(a) of the Plan), then notwithstanding anything to the
contrary in this Plan or any notice or option agreement issued pursuant
to this Plan, (a), all options then outstanding shall become
immediately and fully exercisable and (b) the then outstanding option
of an optionee whose employment is terminated, except by the Company
for cause, within twenty-four (24) months after a Change in Control, or
if more than one of the events described in Section 2(a) occurs, then
within twenty-four (24) months after the last event to occur, shall
remain exercisable for a period of three (3) months from the date of
such termination of employment, but in no event after the expiration of
the exercise period provided in Section 18 of this Plan.
- 8 -
<PAGE> 9
17. PAYMENT FOR SHARES
Shares of Common Stock which are subject to an option shall be
transferred only upon exercise of the option in whole or in part and
upon full payment of the purchase price for the Common Stock as to
which the option is exercised. The option price shall be payable upon
exercise of the option either (a) in United States dollars in cash
(including check, bank draft or money order) or (b) by delivery of
shares of Common Stock of the Company already owned by the optionee or
by the withholding of Common Stock to be issued to the optionee or (c)
by delivery of a combination of shares of Common Stock and cash. Any
federal, state or local withholding taxes payable by an optionee shall
be paid either (a) in United States dollars in cash (including check,
bank draft or money order) or (b) by delivery of shares of Common Stock
of the Company already owned by the optionee or by the withholding of
Common Stock to be issued to the optionee or (c) by delivery of a
combination of shares of Common Stock and cash. Any shares of Common
Stock delivered to the Company in payment of the option price shall be
valued at their fair market value (as defined in Section 10(e) of this
Plan) on the date of delivery. An employee to whom an option or stock
appreciation right has been granted shall have none of the rights of a
shareholder with respect to the shares to be acquired until such shares
are transferred to him.
18. TERMINATION OF OPTION OR STOCK APPRECIATION RIGHT
Each option and stock appreciation right shall terminate in any event
no later than ten (10) years from the date of grant. In the case of any
option or stock appreciation right providing for exercise in
installments, unless the option or stock appreciation right has been
canceled, on termination of employment by reason of death prior to the
next succeeding maturity date of an installment, the option or stock
appreciation right shall be exercisable with respect to a proportionate
part of such installment based upon the number of days of employment
during the period of such installment in relation to the total number
of days in such period.
19. ASSIGNABILITY
An option or stock appreciation right granted under the Plan may not be
transferred except (a) by gift to a spouse, parent, child, or
grandchild (collectively "Family Members") or a trust the beneficiaries
of whom are exclusively Family Members or (b) by will or the laws of
descent and distribution; and in the case of (a) or (b) only in
accordance with applicable state and federal tax and securities laws.
During the lifetime of the employee to whom an option or stock
appreciation right is granted, the option or stock appreciation right
may be exercised only by him, his guardian, legal representative or by
a permitted assignee described in Section 19(a) above.
20. LAWS AND REGULATIONS
(a) The Plan and all options and stock appreciation rights granted
pursuant to it are subject to all laws and regulations of any
governmental authority which may be applicable thereto, and
notwithstanding any provisions of this Plan or the options or
- 9 -
<PAGE> 10
stock appreciation rights granted, the holder of an option or
a stock appreciation right shall not be entitled to exercise
such option or stock appreciation right, nor shall the Company
be obligated to issue any shares or pay any cash under the
Plan to the holder, if such exercise, issuance or payment
shall constitute a violation by the option holder or the
Company of any provisions of any such law or regulation.
(b) The Company, in its discretion, may postpone the issuance and
delivery of Common Stock upon any exercise of an option or
stock appreciation right until completion of any stock
exchange listing or registration or other qualification of
such shares under any state or federal law, rule or regulation
as the Company may consider appropriate; and may require any
person exercising an option or stock appreciation right to
make such representations and furnish such information as it
may consider appropriate in connection with the issuance of
the shares in compliance with applicable law. Under such
circumstances, the Company shall proceed with reasonable
promptness to complete any such listing, registration or other
qualification.
(c) Common Stock issued and delivered upon exercise of an option
or stock appreciation right shall be subject to such
restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its
discretion, shall determine are necessary to satisfy
applicable legal requirements and obligations.
PART III RESTRICTED SHARES
21. OFFER OF RESTRICTED SHARES
(a) To the extent not inconsistent with the provisions of this
Plan, the Committee shall fix the terms and provisions and
restrictions on the offer and sale of Restricted Shares,
including the number of shares of Common Stock offered, the
purchase price, the portion of future bonuses to be set off
against such purchase price (as provided in Section 21(c) of
this Plan), and the Restricted Period (as defined in Section
25(a) of this Plan). The Company shall offer to sell to
eligible employees selected by the Committee the number of
shares of Common Stock fixed by the Committee, and each
employee to whom such offer is made may elect to purchase up
to that number of shares.
(b) The purchase price of the Restricted Shares offered under
Section 21(a) of this Plan shall be as determined by the
Committee; provided, however, that in no event shall the
purchase price be less than one dollar ($1.00) per share.
Subject to the foregoing, the Committee in fixing the purchase
price, shall have full authority and discretion and be fully
protected in doing so.
(c) Each employee who elects to purchase Restricted Shares
pursuant to this Section 21 shall execute and deliver to the
Company a subscription agreement for such Restricted Shares,
containing such provisions as the Committee and the Board of
Directors of
- 10 -
<PAGE> 11
the Company shall deem advisable which are not inconsistent
with the terms herein stated, agreeing to the terms and
conditions of the purchase including the restrictions set
forth in Section 25 of this Plan. Each subscription agreement
shall set forth the aggregate purchase price of the Restricted
Shares which are the subject of such subscription and shall
provide that such purchase price shall be paid in full by the
subscriber on or before ten (10) years from the date of such
subscription (a) by setting off against such purchase price
one hundred percent (100%) of the cash dividends payable with
respect to the Restricted Shares which are the subject of such
subscription plus such portion (as the Committee in its sole
discretion shall provide in the subscription agreement) of all
profit sharing or other bonuses to which the subscriber
becomes entitled after the date of such subscription and (b)
in cash in United States Dollars (including check, bank draft
or money order). The Company shall have the right to retain
and apply against the purchase price the cash dividends
payable with respect to the Restricted Shares and the portion
of any profit sharing bonus or other bonus to be set off
against such purchase price as aforesaid. The subscriber shall
have the right to prepay all or any part of the purchase price
by cash payments to the Company at any time. The Board of
Directors may not call for any unpaid portion of the purchase
price prior to ten (10) years from the date of the
subscription. No interest will be charged to the subscriber on
the unpaid balance of the purchase price.
(d) Subject to Section 25(b), upon termination of employment of a
subscriber for any reason whatsoever, including retirement or
death, the subscriber or his legal representative may elect,
within three (3) months after the happening of such event, to
pay the entire balance due upon the purchase price of any
portion of the Restricted Shares which are freed of
restrictions and not forfeited pursuant to Section 25(b) of
the Plan and thereupon receive delivery of the stock
certificate. If such payment shall not be made within such
period, the Company will treat the failure to pay as a default
in payment of the purchase price subject to the provisions of
Section 24 of this Plan.
(e) The obligations of the Company to issue Restricted Shares
pursuant to the Plan shall be subject to (i) compliance with
all laws and regulations of any governmental authority which
may be applicable thereto and (ii) the completion of any stock
exchange listing or registration or other qualification of
such shares under any state or federal law, rule or regulation
as the Company may consider appropriate. The subscription
agreement may contain such representations as the Company
considers appropriate in connection with the issuance of the
Restricted Shares in compliance with applicable law. The
Company shall proceed with reasonable promptness to complete
any such listing, registration or other qualification.
22. RIGHTS AS SHAREHOLDER
The subscriber will become a shareholder of record as of the date of
the subscription agreement and will thereupon have, subject to the
provisions of this Plan and the subscription agreement, all of the
rights of a shareholder of the shares so subscribed including, without
- 11 -
<PAGE> 12
limitation, the right to vote the Restricted Shares at any meeting of
the shareholders, to receive dividends declared and paid thereon, if
any, and to receive all communications furnished by the Company to its
shareholders. In accordance with the subscription agreements, all cash
dividends payable with respect to the Restricted Shares will be
credited to and applied against the unpaid balance of the purchase
price. Any dividends other than cash paid or distributed with respect
to such shares will be distributed to the subscriber.
23. ISSUANCE OF CERTIFICATES
No certificates for Restricted Shares sold pursuant to Section 21
hereof will be executed and delivered until such shares are fully paid.
Any certificate issued hereunder shall bear appropriate legends as the
Company, in its discretion, shall determine are necessary to reflect
the restrictions on such shares existing under this Plan or arising
under applicable state or federal securities laws. Each installment of
the purchase price paid pursuant to a subscription agreement shall be
credited pro rata among the Restricted Shares which are the subject of
such subscription, and no portion of the Restricted Shares shall be
deemed fully paid until the purchase price of all of the Restricted
Shares which are the subject of such subscription is paid in full.
24. DEFAULT IN PAYMENT
In case of default in the payment of the purchase price, the Company
shall, subject to compliance with Section 1701.35 of the Ohio Revised
Code, after thirty (30) days' notice setting forth such default has
been given to the subscriber by registered mail, release the shares
from subscription and treat as retired the shares subject to the
subscription which have not been fully paid. In such event, the
subscriber shall no longer be liable for the unpaid portion of the
purchase price and shall receive a refund of any portion of the
purchase price paid pursuant to the subscription agreement prior to
such default, without interest.
25. RESTRICTIONS
(a) At the time of each sale of Common Stock pursuant to Section
21 of this Plan, the Committee shall establish for each
subscriber a "Restricted Period" with respect to the
Restricted Shares purchased, which period shall not be longer
than ten (10) years. Restricted Shares sold pursuant to this
Plan may not be sold, margined, assigned, transferred, pledged
or otherwise encumbered during the Restricted Period
notwithstanding that such shares may be fully paid prior to
the expiration of the Restricted Period.
(b) If a subscriber ceases to be an employee of the Company or a
subsidiary during the Restricted Period for any cause other
than (i) death, (ii) disability, (iii) retirement under any
pension plan for salaried employees, or (iv) termination by
the Company within twenty-four (24) months after a Change in
Control of the Company (as defined in Section 2(a) of the
Plan), or if more than one of the events described in Section
2(a) occurs, then within twenty-four (24) months after the
last event to occur, and
- 12 -
<PAGE> 13
such termination by the Company is not for cause, all
Restricted Shares which are still subject to the foregoing
restrictions shall, upon such termination of employment, be
forfeited and returned to the Company; provided, however, that
in the event his employment is terminated at the request of
the Company or by action of the Company, the Committee may,
but need not, determine that some or all of his Restricted
Shares shall be free of restrictions and shall not be
forfeited. If a subscriber ceases to be an employee of the
Company or a subsidiary during the Restricted Period by reason
of death, disability, retirement under any pension plan for
salaried employees, or termination by the Company within
twenty-four (24) months after a Change in Control, or if more
than one of the events described in Section 2(a) occurs, then
within twenty-four (24) months after the last event to occur,
(except if terminated by the Company for cause), the
restrictions in Section 25(a) shall terminate. The Committee
may at any time in its sole discretion accelerate or waive all
or any portion of the restrictions remaining in respect of the
Restricted Shares.
(c) If any Restricted Shares are forfeited pursuant to Section
25(b) hereof, the subscriber shall no longer be liable for any
unpaid portion of the purchase price and shall receive a
refund of any portion of the purchase price paid pursuant to
the subscription agreement prior to such forfeiture, without
interest.
- 13 -
<PAGE> 1
Exhibit 5 and 23.1
May 6, 1998
Huffy Corporation
PO Box 1204
Dayton, OH 43401
Ladies and Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, to
filed by Huffy Corporation (the "Company") with the Securities and Exchange
Commission on or about May 7, 1998, under which up to 100,000 shares of the
Company's Common Stock, without par value ("Common Stock") are to be registered
for potential issuance pursuant to the Company's 1998 Nonqualified Key Employee
Stock Plan (the "Plan").
We hereby consent to the filing of this opinion as Exhibit 5 and 23.1
to the Registration Statement and to the reference to our name in the
Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such statutes, documents, corporate records, certificates of public officials,
and other instruments as we have deemed necessary for the purpose of this
opinion, including the Company's Articles of Incorporation and Code of
Regulations, both as amended, and the record of proceedings of the shareholders
and directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Ohio.
2. When the Registration Statement shall have been declared effective
by order of the Securities and Exchange of Commission and up to 100,000 shares
of the Common Stock to be issued pursuant to the Plan shall have been issued
upon the terms set forth in the Plan, such shares will be legally and validly
issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ CHARLES F. HERTLEIN, JR.
----------------------------
Charles F. Hertlein, Jr.
<PAGE> 1
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Huffy Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Huffy Corporation (relating to the registration of shares in connection
with the Huffy Corporation 1998 Nonqualified Stock Plan) of our report dated
February 6, 1998, relating to the consolidated balance sheets of Huffy
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1997, which report
appears or is incorporated by reference in the December 31, 1997 annual report
on Form 10-K of Huffy Corporation.
/s/ KPMG PEAT MARWICK LLP
- -------------------------
KPMG Peat Marwick LLP
Cincinnati, Ohio
May 5, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nancy A. Michaud, as his or her
true and lawful attorney-in-fact and agent, with full power of substitution, to
sign and execute on behalf of the undersigned any Registration Statements filed
under the Securities Act of 1933 or any amendment or amendments to such
Registration Statements relating to shares to be offered for sale, sold, and/or
issued under one or more of the following plans: Huffy Corporation 1998 Director
Stock Option Plan, Huffy Corporation 1998 Key Employee Stock Plan, Huffy
Corporation 1998 Key Employee Non-Qualified Stock Plan, and Huffy Corporation
1998 Restricted Share Plan; and to perform any acts necessary to be done in
order to file such Registration Statement with exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
and each of the undersigned does hereby ratify and confirm all that said
attorney-in-fact and agent, or her substitutes, shall do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE DATE
<S> <C>
/s/ DON R. GRABER April 30, 1998
- --------------------------------------------------------- --------------
Don R. Graber, Chairman of the Board,
President and Chief Executive Officer,
Director
(Principal executive officer)
/s/ THOMAS A. FREDERICK April 30, 1998
- --------------------------------------------------------- --------------
Thomas A. Frederick, Vice President - Finance,
Chief Financial Officer and Treasurer
(Principal financial officer)
/s/ TIMOTHY G. HOWARD April 30, 1998
- --------------------------------------------------------- --------------
Timothy G. Howard, Vice President - Controller
(Principal accounting officer)
DIRECTORS: DATE
/s/ W. ANTHONY HUFFMAN April 17, 1998
- --------------------------------------------------------- --------------
W. Anthony Huffman
/s/ LINDA B. KEENE April 17, 1998
- --------------------------------------------------------- --------------
Linda B. Keene
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
DIRECTORS: DATE
<S> <C>
No Signature April 17, 1998
- --------------------------------------------------------- --------------
Jack D. Michaels
/s/ DONALD K. MILLER April 17,1998
- --------------------------------------------------------- --------------
Donald K. Miller
/s/ JAMES F. ROBESON April 17, 1998
- -------------------------------------------------------- --------------
James F. Robeson
/s/ PATRICK W. ROONEY April 17, 1998
- ------------------------------------------------------- --------------
Patrick W. Rooney
/s/ GEOFFREY W. SMITH April 17, 1998
- ------------------------------------------------------- --------------
Geoffrey W. Smith
/s/ THOMAS C. SULLIVAN April 17, 1998
- ------------------------------------------------------- --------------
Thomas C. Sullivan
/s/ JOSEPH P. VIVIANO April 17, 1998
- --------------------------------------------------------- --------------
Joseph P. Viviano
</TABLE>
