As filed with the Securities and Exchange Commission on October 21, 1996
Registration No. 333-
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)
1996 NON-EXECUTIVE EMPLOYEE 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
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee
------------- ------------ --------- ------------- ------------
Common Stock, 500,000 shs. $14.625 $7,312,500.00 $2,215.91
par value $.01
per share
- --------------
* Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).
</TABLE>
<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 for
the fiscal year ended September 30, 1995;
2. Registrant's Quarterly Report on Form 10-Q for
the nine months ended June 30, 1996;
3. Registrant's Registration Statement on Form S-4
(File No. 333-08663);
4. Registrant's Current Report on Form 8-K dated
September 13, 1996;
5. Registrant's Current Report on Form 8-K dated
October 9, 1996;
6. 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.
<PAGE>
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 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
<PAGE>
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 1996 Non-Executive Employee 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
23(c) Consent of Arthur Andersen LLP
23(d) Consent of Ernst & Young LLP
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");
<PAGE>
(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
<PAGE>
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 21st day of October, 1996.
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 (Principal
/s/Pat V. Costa Executive Officer) October 21, 1996
Pat V. Costa
Executive Vice
President, Secretary/
Treasurer and
Director (Principal
Financial Officer
and Principal
/s/Robert H. Walker Accounting Officer October 21, 1996
Robert H. Walker
Senior Vice President
/s/Howard Stern and Director October 21, 1996
Howard Stern
Director
Donald F. Domnick
/s/Jay M. Haft Director October 21, 1996
Jay M. Haft
Director
Frank A. DiPietro
Director
Mark J. Lerner
EXHIBIT 4
ROBOTIC VISION SYSTEMS, INC.
1996 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN
1. Purpose. The purpose of the Robotic Vision Systems,
Inc. 1996 Non-Executive Employee Stock Option Plan (the
"Plan") is to encourage those employees of Robotic Vision
Systems, Inc. (the "Company") and of any present or future
parent or subsidiary of the Company (collectively, "Related
Corporations") eligible to participate in the Plan (as
hereinafter set forth), by providing opportunities to
participate in the ownership of the Company and its future
growth through the grant of options ("Options") which do not
qualify as "incentive stock options" under Section 422(b) of
the Internal Revenue Code of 1986, as amended (the "Code").
As used herein, the terms "parent" and "subsidiary" mean
"parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the
Code.
2. Administration of the Plan.
(a) Board or Committee Administration. The Plan
shall be administered by the Board of Directors of the Company
(the "Board") or by a committee appointed by the Board (the
"Committee"). All references in this Plan to the "Committee"
shall mean the Board if no Committee has been appointed.
Subject to ratification of the grant or authorization of each
Option by the Board (if so required by applicable state law),
and subject to the terms of the Plan, the Committee shall have
the authority to (i) determine to whom Options may be granted;
(ii) determine the time or times at which Options shall be
granted; (iii) determine the purchase price of shares subject
to each Option; (iv) determine (subject to paragraph 7) the
time or times when each Option shall become exercisable and
the duration of the exercise period; (v) extend the period
during which outstanding Options may be exercised; (vi)
determine whether restrictions are to be imposed on shares
subject to Options and the nature of such restrictions, if
any, and (vii) interpret the Plan and prescribe and rescind
rules and regulations relating to it. The interpretation and
construction by the Committee of any provisions of the Plan or
of any Option granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time
adopt such rules and regulations for carrying out the Plan as
it may deem advisable. No member of the Board or the Committee
shall be liable for any action or determination made in good
faith with respect to the Plan or any Option granted under it.
(b) Committee Actions. The Committee may select one
of its members as its chairman, and shall hold meetings at
such time and places as it may determine. A majority of the
Committee shall constitute a quorum and acts of a majority of
the members of the Committee at a meeting at which a quorum is
present, or acts reduced to or approved in writing by all the
members of the Committee (if consistent with applicable state
law), shall be the valid acts of the Committee. From time to
time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members
of the Committee and thereafter directly administer the Plan.
(c) Exculpation. No member of the Board 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 subparagraph 2(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.
(d) Indemnification. Service on the Committee
shall constitute service as a member of the Board. Each
member of the Committee shall be entitled without further act
on his or her part to indemnity from the Company to the
fullest extent provided by applicable law and the Company's
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.
3. Eligible Employees. Options may be granted only to
employees of the Company or any Related Corporation; provided,
however, that no director of the Company nor any "executive
officer" of the Company (as such term is defined in Rule 405,
promulgated under the Securities Act of 1933, as amended)
shall be eligible to participate in the Plan or to receive
grants of Options thereunder. The Committee may take into
consideration a recipient's individual circumstances in
determining whether to grant an Option. The granting of any
Option to any individual shall neither entitle that individual
nor disqualify such individual from participation in any other
grant of Options.
4. Stock. The stock subject to Options shall be
authorized but unissued shares of Common Stock of the Company,
par value $.01 per share (the "Common Stock"), or shares of
Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the
Plan is 500,000, subject to adjustment as provided in
paragraph 13. If any Option granted under the Plan shall
expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be
exercisable in whole or in part, the shares of Common Stock
subject to such Option shall again be available for grants of
Options under the Plan.<PAGE>
5. Granting of Options. Options
may be granted under the Plan at any time on or after September 1, 1996
and prior to September 1, 2006. The date of grant of an Option under the
Plan will be the date specified by the Committee at the time
it grants the Option.
6. Minimum Option Price. The exercise price per share
specified in the agreement relating to each Option granted
under the Plan shall in no event be less than the minimum
legal consideration required therefor under the laws of any
jurisdiction in which the Company or its successors in
interest may be organized.
7. Option Duration. Subject to earlier termination as
provided in paragraphs 9 and 10 or in the agreement relating
to such Option, each Option shall expire on the date specified
by the Committee.
8. Exercise of Option. Subject to the provisions of
paragraphs 9 through 12, each Option granted under the Plan
shall be exercisable as follows:
(a) Vesting. The Option shall either be fully
exercisable on the date of grant or shall become exercisable
thereafter in such installments as the Committee may specify.
(b) Full Vesting of Installments. Once an
installment becomes exercisable, it shall remain exercisable
until expiration or termination of the Option, unless
otherwise specified by the Committee.
(c) Partial Exercise. Each Option or installment
may be exercised at any time or from time to time, in whole or
in part, for up to the total number of shares with respect to
which it is then exercisable.
(d) Acceleration of Vesting. The Committee shall
have the right to accelerate the date that any installment of
any Option becomes exercisable.
9. Termination of Employment. Unless otherwise
specified in the agreement relating to such Option, if an
optionee ceases to be employed by the Company and all Related
Corporations other than by reason of death or disability or as
otherwise specified in paragraph 10, no further installments
of his or her Options shall become exercisable, and his or her
Options shall terminate on the earlier of (a) ninety (90) days
after the date of termination of his or her employment, or (b)
their specified expiration dates. For purposes of this
paragraph 9, employment shall be considered as continuing
uninterrupted during any bona fide leave of absence (such as
those attributable to illness, military obligations or
governmental service) provided that the period of such leave
does not exceed 90 days or, if longer, any period during which
such optionee's right to reemployment is guaranteed by
statute. A bona fide leave of absence with the written
approval of the Committee shall not be considered an
interruption of employment under this paragraph 9, provided
that such written approval contractually obligates the Company
or any Related Corporation to continue the employment of the
optionee after the approved period of absence. Nothing in the
Plan shall be deemed to give any grantee of any Option the
right to be retained in employment or other service by the
Company or any Related Corporation for any period of time.
10. Death; Disability; Breach.
(a) Death. If an optionee ceases to be employed by
the Company and all Related Corporations by reason of his or
her death, any Options owned by such optionee may be
exercised, to the extent otherwise exercisable on the date of
death, by the estate, personal representative or beneficiary
who has acquired the Option by will or by the laws of descent
and distribution, until the earlier of (i) the specified
expiration date of the Option or (ii) one (1) year from the
date of the optionee's death.
(b) Disability. If an optionee ceases to be
employed by the Company and all Related Corporations by reason
of his or her disability, such optionee shall have the right
to exercise any Option held by him or her on the date of
termination of employment, for the number of shares for which
he or she could have exercised it on that date, until the
earlier of (i) the specified expiration date of the Option or
(ii) one (1) year from the date of the termination of the
optionee's employment. For the purposes of the Plan, the term
"disability" shall mean "permanent and total disability" as
defined in Section 22(e)(3) of the Code or any successor
statute.
(c) Breach. If an optionee ceases to be employed
by the Company and all Related Corporations by reason of 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 or her employment
or service contract with the Company or any Related
Corporation, or has been engaged in disloyalty to the Company
or any Related Corporation, then, 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 share certificates upon refund by the Company of
the exercise price of such Option. 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.
11. Assignability. No Option shall be assignable or
transferable by the grantee except by will, by the laws of
descent and distribution or pursuant to a valid domestic
relations order. Except as set forth in the previous sentence,
during the lifetime of a grantee each Option shall be
exercisable only by such grantee.
12. Terms and Conditions of Options. Options shall be
evidenced by instruments (which need not be identical) in such
forms as the Committee may from time to time approve. Such
instruments shall conform to the terms and conditions set
forth in paragraphs 5 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are
not inconsistent with the Plan, including restrictions
applicable to shares of Common Stock issuable upon exercise of
Options. The Committee may specify that any Option shall be
subject to such other termination and cancellation provisions
as the Committee may determine. The Committee may from time to
time confer authority and responsibility on one or more of its
own members and/or one or more officers of the Company to
execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out
the terms of such instruments.
13. Adjustments. Upon the occurrence of any of the
following events, an optionee's rights with respect to Options
granted to such optionee hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided
in the written agreement between the optionee and the Company
relating to such Option:
(a) Stock Dividends and Stock Splits. If the shares
of Common Stock shall be subdivided or combined into a greater
or smaller number of shares or if the Company shall issue any
shares of Common Stock as a stock dividend on its outstanding
Common Stock, the number of shares of Common Stock deliverable
upon the exercise of Options shall be appropriately increased
or decreased proportionately, and appropriate adjustments
shall be made in the purchase price per share to reflect such
subdivision, combination or stock dividend.
(b) Consolidations or Mergers. If the Company is to
be consolidated with or acquired by another entity in a
merger, sale of all or substantially all of the Company's
assets or otherwise (an "Acquisition"), the Committee or the
board of directors of any entity assuming the obligations of
the Company hereunder (the "Successor Board"), shall, as to
outstanding Options, either (i) make appropriate provision for
the continuation of such Options by substituting on an
equitable basis for the shares then subject to such Options
either (A) the consideration payable with respect to the
outstanding shares of Common Stock in connection with the
Acquisition, (B) shares of stock of the surviving corporation
or (C) such other securities as the Successor Board deems
appropriate, the fair market value of which shall approximate
the fair market value of the shares of Common Stock subject to
such Options immediately preceding the Acquisition; or (ii)
upon written notice to the optionees, provide that all Options
must be exercised, to the extent then exercisable, within a
specified number of days of the date of such notice, at the
end of which period the Options shall terminate; or (iii)
terminate all Options in exchange for a cash payment equal to
the excess of the fair market value of the shares subject to
such Options (to the extent then exercisable) over the
exercise price thereof.
(c) Recapitalization or Reorganization. In the
event of a recapitalization or reorganization of the Company
(other than a transaction described in subparagraph (b) above)
pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares
of Common Stock, an optionee upon exercising an Option shall
be entitled to receive for the purchase price paid upon such
exercise the securities he or she would have received if he or
she had exercised such Option prior to such recapitalization
or reorganization.
(d) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, each
Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such
other conditions as shall be determined by the Committee.
(e) Issuances of Securities. Except as expressly
provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of
the Company.
(f) Fractional Shares. No fractional shares shall
be issued under the Plan and the optionee shall receive from
the Company cash in lieu of such fractional shares.
(g) Adjustments. Upon the happening of any of the
events described in subparagraphs (a), (b) or (c) above, the
class and aggregate number of shares set forth in paragraph 4
hereof that are subject to Options which previously have been
or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such
subparagraphs. The Committee or the Successor Board shall
determine the specific adjustments to be made under this
paragraph 13 and, subject to paragraph 2, its determination
shall be conclusive.
14. Means of Exercising Options. An Option (or any part
or installment thereof) shall be exercised by giving written
notice to the Company at its principal office address, or to
such transfer agent as the Company shall designate. Such
notice shall identify the Option being exercised and specify
the number of shares as to which such Option is being
exercised, accompanied by full payment of the purchase price
therefor either (a) in United States dollars in cash or by
check, (b) at the discretion of the Committee, through
delivery of shares of Common Stock having a fair market value
equal as of the date of the exercise to the cash exercise
price of the Option, (c) at the discretion of the Committee,
by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100%
of the lowest applicable Federal rate, as defined in Section
1274(d) of the Code, (d) at the discretion of the Committee
and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the
proceeds from the sale of the Common Stock acquired upon
exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale
shall be at the participant's direction at the time of
exercise, or (e) at the discretion of the Committee, by any
combination of (a), (b), (c) and (d) above. The holder of an
Option shall not have the rights of a shareholder with respect
to the shares covered by such Option until the date of
issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13
with respect to changes in capitalization and stock dividends,
no adjustment shall be made for dividends or similar rights
for which the record date is before the date such stock
certificate is issued.
15. Term and Amendment of Plan. The Plan shall expire
at the end of the day on September 1, 2006 (except as to
Options outstanding on that date). The Board may terminate or
amend the Plan in any respect at any time, except that,
without the approval of the stockholders of the Company
obtained within 12 months before or after the Board adopts a
resolution authorizing any of the following actions: (a) the
benefits accruing to participants under the Plan may not be
materially increased; (b) the requirements as to eligibility
for participation in the Plan may not be materially modified;
and (c) the expiration date of the Plan may not be extended.
Except as otherwise provided in this paragraph 15, in no event
may action of the Board or stockholders alter or impair the
rights of a grantee, without such grantee's consent, under any
Option previously granted to such grantee.
16. Application of Funds. The proceeds received by the
Company from the sale of shares pursuant to Options granted
and Purchases authorized under the Plan shall be used for
general corporate purposes.
17. Withholding of Additional Income Taxes. Upon the
exercise of an Option, the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option
hereunder, or the making of a distribution or other payment
with respect to such stock or securities, the Company may
withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its
discretion may condition (i) the exercise of an Option, or
(ii) the vesting or transferability of restricted stock or
securities acquired by exercising an Option, on the grantee's
making satisfactory arrangement for such withholding. Such
arrangement may include payment by the grantee in cash or by
check of the amount of the withholding taxes or, at the
discretion of the Committee, by the grantee's delivery of
previously held shares of Common Stock or the withholding from
the shares of Common Stock otherwise deliverable upon exercise
of an Option shares having an aggregate fair market value
equal to the amount of such withholding taxes.
18. Governmental Regulation. The Company's obligation to
sell and deliver shares of the Common Stock under this Plan is
subject to the approval of any governmental authority required
in connection with the authorization, issuance or sale of such
shares.
Government regulations may impose reporting or other
obligations on the Company with respect to the Plan. For
example, the Company may be required to send tax information
statements to employees and former employees that exercise
Options under the Plan, and the Company may be required to
file tax information returns reporting the income received by
grantees of Options in connection with the Plan.
19. Governing Law. The validity and construction of the
Plan and the instruments evidencing Options shall be governed
by the laws of Delaware.
EXHIBIT 5
[Letterhead of PDR&H]
October 21, 1996
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
Re: Registration of 500,000 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 500,000
shares of Common Stock, par value $.01 per share, of the
Company (the "Stock") to be issued upon the exercise of
options or other purchase rights heretofore granted or which
may be granted subsequent hereto to acquire shares of Common
Stock under the Company's 1996 Non-Executive Employee 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
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 report dated December 8, 1995, appearing in the
Annual Report on Form 10-K of Robotic Vision Systems, Inc. for
the year ended September 30, 1995.
We also consent to the incorporation by reference in this
Registration Statement of Robotic Vision Systems, Inc. on Form
S-8 of our report dated December 15, 1995, relating to the
consolidated financial statements of Robotic Vision Systems,
Inc. and subsidiaries as of September 30, 1995 and 1994 and
for each of the three years in the period ended September 30,
1995, and our report dated January 28, 1994, relating to the
consolidated statements of operations, stockholders' equity,
and cash flows of Computer Identics Corporation and
subsidiaries for the year ended December 31, 1993, appearing
in Registration Statement No. 333-08663 on Form S-4.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Jericho, New York
October 18, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of
Robotic Vision Systems, Inc. on Form S-8 of our report dated
November 6, 1995 covering the audited financial statements of
Acuity Imaging, Inc. as of September 30, 1995 and December 31,
1994 and for the years then ended and our report dated
February 4, 1994 covering the audited financial statements of
Itran Corporation as of December 31, 1993 and for the year
then ended, included in the Annual Report on Form 10-K of
Robotic Vision Systems, Inc. and subsidiaries for the year
ended September 30, 1995 and in Robotic Vision Systems, Inc.'s
Registration Statement on Form S-4 dated July 31, 1996
relating to the Computer Identics Corporation Merger and to
all references to our firm included in this Registration
Statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
October 18, 1996
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1996 Non-
Executive Employee Stock Option Plan of Robotic Vision
Systems, Inc. of our report dated February 8, 1996, with
respect to the consolidated financial statements and schedule
of Computer Identics Corporation included in Robotic Vision
Systems, Inc.'s Registration Statement on Form S-4 (File No.
333-08663), filed with the Securities and Exchange Commission.
/s/Ernest & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
October 17, 1996
