As filed with the Securities and Exchange Commission on October 10, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
ROBOTIC VISION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2400145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
425 Rabro Drive East
Hauppauge, New York 11788
(Address of principal executive offices)
AMENDED AND RESTATED 1991 STOCK OPTION PLAN
(Full title of the Plan)
PAT V. COSTA, President
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
(516) 273-9700
(Name, address and telephone number,
including area code, of agent for service)
---------------
with a copy to:
IRA I. ROXLAND, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Each Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee
------------- ------------ --------- -------------- ------------
Common Stock, 1,375,000 shs. $20.125 $27,671,875 $9,542.03
par value $.01
per share
- --------------
* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).
</TABLE>
Pursuant to Rule 429, promulgated under the Securities Act of 1933, the
Prospectus forming a part of this Registration Statement also relates to
825,000 shares of Common Stock of the Registrant issuable upon exercise of
options granted or to be granted pursuant to the 1991 Stock Option Plan
(now referred to as the Amended and Restated 1991 Stock Option Plan) and
initially included in the Registrant's Registration Statement on Form S-8
(File No. 33-70960), effective on October 27, 1993. An aggregate filing fee
of $1,095.70 was previously paid with such earlier Registration Statement.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Robotic Vision Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission, are incorporated
herein by reference and made a part hereof:
1. Registrant's Annual Report on Form 10-K/A for the fiscal year
ended September 30, 1994;
2. Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1994, March 31, 1995 and June 30,
1995;
3. Registrant's Definitive Proxy Statement dated August 9, 1995
relating to the merger between Registrant and Acuity Imaging,
Inc.;
4. Registrant's Current Report on Form 8-K dated October 3, 1995;
and
5. Registrant's Registration Statement on Form 8-A (File No.
0-8623) containing a description of Registrant's Common Stock,
par value $.01 per share (the "Common Stock").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all Common Stock registered hereby has been sold or which deregisters
such Common Stock 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 of such documents (such documents, and the documents listed
above, being hereinafter referred to as "Incorporated Documents"). Any
statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Common Stock of Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Article SEVENTH of the Certificate of Incorporation of the
Registrant provides with respect to the indemnification of directors and
officers that the Registrant shall indemnify to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law, as amended from time
to time, each person that such Section grants the Registrant power to
indemnify. Article TENTH of the Certificate of Incorporation of the
Registrant also provides that no director shall be liable to the corporation
or any of its stockholders for monetary damages for breach of fiduciary duty
as a director, except with respect to (1) a breach of the director's duty of
loyalty to the corporation of its stockholders, (2) acts or omissions
<PAGE>
not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability under Section 174 of the Delaware General
Corporation Law or (4) a transaction from which the director derived an
improper personal benefit, it being the intention of the foregoing provision
to eliminate the ability of the corporation's directors to the corporation or
its stockholders to the fullest extent permitted by Section 102(b)(7) of
Delaware General Corporation Law, as amended from time to time.
Section 145 of the Delaware Corporation Law provides, inter alia,
that to the extent a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding, whether civil, criminal, administrative or investigative
or in defense of any claim, issue or matter therein (hereinafter, a
"Proceeding"), by reason of the fact that he is or was a director, officer,
employee or agent of a corporation or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise
(collectively an "Agent" of the corporation), he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
Section 145 also provides that a corporation may indemnify any
person who was or is a party or is a party or is threatened to be made a
party to any threatened Proceeding by reason of the fact that he is or was an
Agent of the corporation, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; provided, however, that in an action by or in the right of the
corporation, the corporation may not indemnify such person in respect of any
claim, issue, or matter as to which he is adjudged to be liable to the
corporation unless, and only to the extent that, the Court of Chancery or the
court in which such proceeding was brought determines that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is reasonably entitled to indemnity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Amended and Restated 1991 Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as to the legality
of the Common Stock registered hereby
23(a) Consent of Parker Duryee Rosoff & Haft (Reference is made
to Exhibit 5 herein)
23(b) Consent of Deloitte & Touche, LLP
<PAGE>
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-
effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold
at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, 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 Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
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 Village of Hauppauge, State of New York, on
the 5th day of October, 1995.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Pat V. Costa
---------------------------
Pat V. Costa, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board
President and Director
/s/ Pat V. Costa (Principal Executive
Pat V. Costa Officer) October 5, 1995
Executive Vice President,
Secretary/Treasurer and
Director (Principal
Financial Officer and
/s/ Robert H. Walker Principal
Robert H. Walker Accounting Officer October 5, 1995
/s/ Howard Stern Senior Vice President
Howard Stern and Director October 5, 1995
Director
Donald F. Domnick
/s/ Jay M. Haft Director October 5, 1995
Jay M. Haft
Director
Frank A. DiPietro
Director
Mark J. Lerner
EXHIBIT 4
ROBOTIC VISION SYSTEMS, INC.
AMENDED AND RESTATED 1991 STOCK OPTION PLAN
Robotic Vision Systems, Inc. (the "Company") hereby amends and restates
the Robotic Vision Systems, Inc. 1991 Stock Option Plan in its entirety (the
Company's 1991 Stock Option Plan, as amended and restated, is hereinafter
referred to as the "Plan").
1. Purpose. The Plan is intended to amend and restate in its entirety
the Company's 1991 Stock Option Plan. The Plan is intended to recognize the
contributions made to the Company or an Affiliate by employees of the Company
or any Affiliate (as hereinafter defined), members of the Board of Directors
of the Company or an Affiliate, and certain consultants and advisors to the
Company or any Affiliate, to provide such persons with additional incentive
to devote themselves to the future success of the Company or an Affiliate,
and to improve the ability of the Company or an Affiliate to attract, retain,
and motivate individuals upon whom the Company's sustained growth and
financial success depend, by providing such persons with an opportunity to
acquire or increase their proprietary interest in the Company through receipt
of rights to acquire the Company's Common Stock, $.01 par value (the "Common
Stock").
2. Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
(a) "Affiliate" means a corporation which is a parent corporation
or a subsidiary corporation with respect to the Company within
the meaning of Section 424(e) or (f) of the Code.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Board of Directors or the committee
designated by the Board of Directors in accordance with the
provisions set forth in Section 3 of the Plan.
(e) "Company" means Robotic Vision Systems, Inc., a Delaware
corporation.
(f) "Disability" shall have the meaning set forth in Section
22(e)(3) of the Code.
(g) "Fair Market Value" shall have the meaning set forth in
Subsection 8(b) of the Plan.
(h) "ISO" means an Option granted under the Plan which is intended
to qualify as an "incentive stock option" within the meaning
of Section 422(b) of the Code.
(i) "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or otherwise does not
qualify, as an "incentive stock option" within the meaning of
Section 422(b) of the Code.
(j) "Option" means either an ISO or a Non-qualified Stock Option
granted under the Plan.
(k) "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised and has
not expired or terminated.
<PAGE>
(l) "Option Document" means the document described in Section 8 of
the Plan which sets forth the terms and conditions of each
grant of Options.
(m) "Option Price" means the price at which Shares may be purchased
upon exercise of an Option, as calculated pursuant to
Subsection 8(b) of the Plan.
(n) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.
(o) "Shares" means the shares of Common Stock of the Company which
are the subject of Options.
3. Administration of The Plan.
(a) Committee. The Plan shall be administered by a committee
composed of two or more of the members of the Company's Board of Directors.
The Company's Board of Directors in its sole discretion may elect
("Alternative Administration") to have the Plan administered by either
(i) providing that the Committee be composed of directors who are not
eligible to receive options under the Plan, or (ii) designating two
committees to operate and administer the Plan, one of such committees
composed of two or more directors who are not eligible to receive Options
under the Plan to operate and administer the Plan with respect to each person
who is a "Principal Officer" (as defined below), and the other such committee
composed of two or more directors (which may include directors who are also
employees, consultants or advisors of the Company) to operate and administer
the Plan with respect to each person other than a "Principal Officer." Any of
such committees designated by the Board of Directors is referred to as the
"Committee." As used herein, the term "Principal Officer" means a person who
is an "officer" of the Company, within the meaning of Rule 16a-1(f)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor regulation.
(b) Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous consent
of the members of the Committee shall be the valid acts of the Committee.
(c) Grants. The Committee shall from time to time, in its
discretion, direct the Company to grant Options pursuant to the terms of the
Plan. The Committee shall have plenary authority to (i) determine the
Optionees to whom, the times at which, and the price at which Options shall
be granted, (ii) determine the type of Option to be granted and the number of
Shares subject thereto, and (iii) approve the form and terms and conditions
of the Option Documents; all subject, however, to the express provisions of
the Plan. In making such determinations, the Committee may take into account
the nature of the Optionee's services and responsibilities, the Optionee's
present and potential contribution to the Company's success and such other
factors as it may deem relevant. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under it
shall be final, binding and conclusive.
(d) Exculpation. No member of the Board of Directors shall be
personally liable for monetary damages for any action taken or any failure to
take any action in connection with the administration of the Plan or the
granting of Options under the Plan, provided that this Subsection 3(c) shall
not apply to (i) any breach of such member's duty of loyalty to the Company
or its stockholders, (ii) acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, (iii) acts or omissions
that would result in liability under Section 174 of the General Corporation
Law of the State of Delaware, as amended, and (iv) any transaction from which
the member derived an improper personal benefit.
(e) Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors of the Company. Each member of
the Committee shall be entitled without further act on his part to indemnity
from the Company to the fullest extent provided by applicable law and the
Company's
<PAGE>
Certificate of Incorporation and/or By-laws in connection with or
arising out of any action, suit or proceeding with respect to the
administration of the Plan or the granting of Options thereunder in which he
or she may be involved by reason of his or her being or having been a member
of the Committee, whether or not he or she continues to be a member of the
Committee at the time of the action, suit or proceeding.
(f) Limitations on Grants of Options to Consultants and Advisors.
With respect to the grant of Options to consultants and advisors, bona fide
services shall be rendered by consultants and advisors, and such services
must not be in connection with a capital raising transaction.
4. Grants Under The Plan. Grants under the Plan may be in the form of
a Non-qualified Stock Option, an ISO or a combination thereof, at the
discretion of the Committee.
5. Eligibility. All employees and members of the Board of Directors
of, and (subject to Section 4) consultants and advisors to, the Company or an
Affiliate shall be eligible to receive Options hereunder. The Committee, in
its sole discretion, shall determine whether an individual qualifies as an
employee, consultant or advisor.
6. Shares Subject to Plan. The aggregate maximum number of Shares for
which Options may be granted pursuant to the Plan is two million two hundred
thousand (2,200,000), subject to adjustment as provided in Section 9 of the
Plan. The Shares shall be issued from authorized and unissued Common Stock or
Common Stock held in or hereafter acquired for the treasury of the Company.
If an Option terminates or expires without having been fully exercised for
any reason, the Shares for which the Option was not exercised may again be
the subject of one or more Options granted pursuant to the Plan.
7. Term of The Plan. The Plan (as amended and restated) was approved
by the Board of Directors on December 14, 1994, and, provided it is approved
on or before December 13, 1995 by a majority of the votes cast at a duly
called meeting of the stockholders at which a quorum representing a majority
of all outstanding voting stock of the Company is, either in person or by
proxy, present and voting, shall be effective as of the date of approval by
stockholders. No Option may be granted under the Plan after December 11,
2001.
8. Option Documents and Terms. Each Option granted under the Plan
shall be a Non-qualified Stock Option unless the Option shall be specifically
designated at the time of grant to be an ISO for federal income tax purposes.
If any Option designated as an ISO is determined for any reason not to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, such Option shall be treated as a Non-qualified Stock Option for all
purposes under the provisions of the Plan. Options granted pursuant to the
Plan shall be evidenced by the Option Documents in such form as the Committee
shall from time to time approve, which Option Documents shall comply with and
be subject to the following terms and conditions and such other terms and
conditions as the Committee shall from time to time require which are not
inconsistent with the terms of the Plan.
(a) Number of Option Shares. Each Option Document shall state
the number of Shares to which it pertains. An Optionee may receive more
than one Option, which may include Options which are intended to be
ISO's and Options which are not intended to be ISO's, but only on the
terms and subject to the conditions and restrictions of the Plan.
(b) Option Price. Each Option Document shall state the Option
Price which, for a Non-qualified Stock Option, may be less than, equal
to, or greater than the Fair Market Value of the Shares on the date the
Option is granted and, for an ISO, shall be at least 100% of the Fair
Market Value of the Shares on the date the Option is granted as
determined by the Committee in accordance with this Subsection 8(b);
provided, however, that if an ISO is granted to an Optionee who then
owns, directly or by attribution under Section 424(d) of the Code,
shares possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or an Affiliate, then the
Option Price shall be at least 110% of the Fair Market Value of the
Shares on the date the Option is granted. If the
<PAGE>
Common Stock is traded in a public market, then the Fair Market Value
per share shall be, if the Common Stock is listed on a national
securities exchange or included in the NASDAQ National Market System,
the last reported sale price thereof on the relevant date, or, if the
Common Stock is not so listed or included, the mean between the last
reported "bid" and "asked" prices thereof on the relevant date, as
reported on NASDAQ or, if not so reported, as reported by the National
Daily Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Committee determines.
(c) Exercise. No Option shall be deemed to have been exercised prior
to the receipt by the Company of written notice of such exercise and of
payment in full of the Option Price for the Shares to be purchased. Each
such notice shall specify the number of Shares to be purchased and shall
(unless the Shares are covered by a then current and effective
registration statement or qualified Offering Statement under Regulation
A under the Securities Act of 1933, as amended (the "Act")), contain the
Optionee's acknowledgment in form and substance satisfactory to the
Company that (a) such Shares are being purchased for investment and not
for distribution or resale (other than a distribution or resale which,
in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act), (b) the
Optionee has been advised and understands that (i) the Shares have not
been registered under the Act and are "restricted securities" within the
meaning of Rule 144 under the Act and are subject to restrictions on
transfer and (ii) the Company is under no obligation to register the
Shares under the Act or to take any action which would make available to
the Optionee any exemption from such registration, (c) such Shares may
not be transferred without compliance with all applicable federal and
state securities laws, and (d) an appropriate legend referring to the
foregoing restrictions on transfer and any other restrictions imposed
under the Option Documents may be endorsed on the certificates.
Notwithstanding the foregoing, if the Company determines that issuance
of Shares should be delayed pending (A) registration under federal or
state securities laws, (B) the receipt of an opinion of counsel
satisfactory to the Company that an appropriate exemption from such
registration is available, (C) the listing or inclusion of the Shares on
any securities exchange or an automated quotation system or (D) the
consent or approval of any governmental regulatory body whose consent or
approval is necessary in connection with the issuance of such Shares,
the Company may defer exercise of any Option granted hereunder until any
of the events described in this sentence has occurred.
(d) Medium of Payment. An Optionee shall pay for Shares (i) in cash,
(ii) by certified or cashier's check payable to the order of the
Company, (iii) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board or (iv) by such
other mode of payment as the Committee may approve. Furthermore, the
Committee may provide in an Option Document that payment may be made in
whole or in part in shares of the Company's Common Stock held by the
Optionee for at least six months. If payment is made in whole or in part
in shares of the Company's Common Stock, then the Optionee shall deliver
to the Company certificates registered in the name of such Optionee
representing the shares owned by such Optionee, free of all liens,
claims and encumbrances of every kind and having an aggregate Fair
Market Value on the date of delivery that is at least as great as the
Option Price of the Shares (or relevant portion thereof) with respect to
which such Option is to be exercised by the payment in shares of Common
Stock, endorsed in blank or accompanied by stock powers duly endorsed in
blank by the Optionee. In the event that certificates for shares of the
Company's Common Stock delivered to the Company represent a number of
shares in excess of the number of shares required to make payment for
the Option Price of the Shares (or relevant portion thereof) with
respect to which such Option is to be exercised by payment in shares of
Common Stock, the stock certificate issued to the Optionee shall
represent (i) the Shares in respect of which payment is made, and
(ii) such excess number of shares. Notwithstanding the foregoing, the
Committee may impose from time to time such limitations and prohibitions
on the use of shares of the Common Stock to exercise an Option as it
deems appropriate.
(e) Termination of Options.
(i) No option shall be exercisable after the first to occur of the
following:
<PAGE>
(A) Expiration of the Option term specified in the Option
Document, which shall occur on or before (1) ten years from the date of
grant, or (2) five years from the date of grant of an ISO if the
Optionee on the date of grant owns, directly or by attribution under
Section 424(d) of the Code, shares possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company or of an Affiliate;
(B) Expiration of three months from the date the Optionee's
employment or service with the Company or its Affiliates terminates for
any reason other than disability or death or as otherwise specified
in Subsection 8(e)(i)(D) or 8(e)(i)(E) below;
(C) Expiration of one year from the date such employment or
service with the Company or its Affiliates terminates due to the
Optionee's Disability or death;
(D) A finding by the Committee, after full consideration of the
facts presented on behalf of both the Company and the Optionee, that
the Optionee has breached his employment or service contract with the
Company or an Affiliate, or has been engaged in disloyalty to the
Company or an Affiliate, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the
course of his employment or service, or has disclosed trade secrets or
confidential information of the Company or an Affiliate. In such event,
in addition to immediate termination of the Option, the Optionee shall
automatically forfeit all Shares for which the Company has not yet
delivered the share certificates upon refund by the Company of the
Option Price. Notwithstanding anything herein to the contrary, the
Company may withhold delivery of share certificates pending the
resolution of any inquiry that could lead to a finding resulting in a
forfeiture.
(E) The date, if any, set by the Board of Directors as an
accelerated expiration date in the event of the liquidation or
dissolution of the Company.
(ii) Notwithstanding the foregoing, the Committee may extend the
period during which all or any portion of an Option may be exercised to
a date no later than the Option term specified in the Option Document
pursuant to Subsection 8(e)(i)(A), provided that any change pursuant to
this Subsection 8(e)(ii) which would cause an ISO to become a Non-
qualified Stock Option may be made only with the consent of the
Optionee.
(f) Transfers. No Option granted under the Plan may be transferred,
except by will or by the laws of descent and distribution. During the
lifetime of the person to whom an Option is granted, such Option may be
exercised only by him. Notwithstanding the foregoing, a Non-qualified
Stock Option may be transferred pursuant to the terms of a "qualified
domestic relations order," within the meaning of Sections 401(a)(13)
and 414(p) of the Code or within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, as amended.
(g) Limitation on ISO Grants. In no event shall the aggregate fair
market value of the shares of Common Stock (determined at the time the
ISO is granted) with respect to which incentive stock options under all
incentive stock option plans of the Company or its Affiliates are
exercisable for the first time by the Optionee during any calendar year
exceed $100,000.
(h) Other Provisions. Subject to the provisions of the Plan, the
Option Documents shall contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the
exercisability of all or any portion of an Option granted pursuant to
the Plan, additional restrictions upon the exercise of the Option or
additional limitations upon the term of the Option, as the Committee
shall deem advisable.
(i) Amendment. Subject to the provisions of the Plan, the Committee
shall have the right to amend Option Documents issued to an Optionee,
subject to the Optionee's consent if such amendment is not
<PAGE>
favorable to the Optionee, except that the consent of the Optionee
shall not be required for any amendment made pursuant to Subsection
8(e)(i)(E) or Section 9 of the Plan, as applicable.
9. Adjustments on Changes in Capitalization. The aggregate number of
Shares and class of shares as to which Options may be granted hereunder, the
number and class or classes of shares covered by each outstanding Option and
the Option Price thereof shall be appropriately adjusted in the event of a
stock dividend, stock split, recapitalization or other change in the number
or class of issued and outstanding equity securities of the Company resulting
from a subdivision or consolidation of the Common Stock and/or, if
appropriate, other outstanding equity securities or a recapitalization or
other capital adjustment (not including the issuance of Common Stock on the
conversion of other securities of the Company which are convertible into
Common Stock) affecting the Common Stock which is effected without receipt of
consideration by the Company. The Committee shall have authority to determine
the adjustments to be made under this Section, and any such determination by
the Committee shall be final, binding and conclusive.
10. Amendment of The Plan. The Board of Directors of the Company may amend
the Plan from time to time in such manner as it may deem advisable.
Nevertheless, the Board of Directors of the Company may not change the class
of individuals eligible to receive an ISO or increase the maximum number of
shares as to which Options may be granted without obtaining approval, within
twelve months before or after such action, by vote of a majority of the votes
cast at a duly called meeting of the stockholders at which a quorum
representing a majority of all outstanding voting stock of the Company is,
either in person or by proxy, present and voting on the matter. No amendment
to the Plan shall adversely affect any outstanding Option, however, without
the consent of the Optionee.
11. No Commitment to Retain. The grant of an Option pursuant to the Plan
shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee in the employ of the Company or an Affiliate and/or as a member of
the Company's Board of Directors or in any other capacity.
12. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (a) require the recipient to remit or
otherwise make available to the Company an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the
delivery or transfer of any certificate or certificates for such Shares or
(b) take whatever other action it deems necessary to protect its interests
with respect to tax liabilities. The Company's obligation to make any
delivery or transfer of Shares shall be conditioned on the Optionee's
compliance, to the Company's satisfaction, with any withholding requirement.
13. Interpretation. It is the intent of the Company that, if Alternative
Administration is selected by the Company's Board of Directors, transactions
under the Plan with respect to directors and officers (within the meaning
of Section 16(a) under the Securities Exchange Act of 1934, as amended)
satisfy the conditions of Rule 16b-3. To the extent that any provision of the
Plan would result in a conflict with such conditions, such provision shall be
deemed null and void. This Section shall not be applicable if no class of the
Company's equity securities is then registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
14. Governing Law. The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the
State of New York.
EXHIBIT 5
October 5, 1995
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
Re: Registration of 1,375,000 shares of Common Stock,
par value $.01 per share, under the Securities Act of 1933, as
amended
Ladies and Gentlemen:
In our capacity as counsel to Robotic Vision Systems, Inc., a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a Registration Statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 1,375,000 shares of Common Stock, par
value $.01 per share, of the Company (the "Stock") to be issued upon the
exercise of options heretofore granted or which may be granted subsequent
hereto to acquire shares of Common Stock under the Company's Amended and
Restated 1991 Stock Option Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Company, the Registration
Statement, the Plan, corporate proceedings of the Company relating to the
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies
furnished to us as photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Stock has been duly and validly authorized and, when issued and paid for as
described in the Plan, will be duly and validly issued, fully paid and non-
assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By:/s/Ira Roxland
---------------------------
A Member of the Firm
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Robotic Vision Systems, Inc. on Form S-8 of our reports dated December 14,
1994, appearing in the Annual Report in Form 10-K/A of Robotic Vision Systems,
Inc. for the year ended September 30, 1994 and in the Company's definitive
Proxy Statement dated August 9, 1995 relating to the Acuity Merger.
/s/Deloitte & Touche LLP
Jericho, New York
October 6, 1995
