As filed with the Securities and Exchange Commission on October 18, 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
COMPUTER PRODUCTS, INC.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1205269
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7900 Glades Road, Suite 500
Boca Raton, Florida 33434
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(Address of principal executive offices, including zip code)
1988 EMPLOYMENT STOCK OPTIONS
-----------------------------
(Full title of the plan)
Joseph M. O'Donnell,
President
Computer Products, Inc.
7900 Glades Road, Suite 500
Boca Raton, Florida 33434
(407) 451-1000
-----------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
Copies of all communications to:
STEPHEN A. OLLENDORFF, ESQ.
Hertzog, Calamari & Gleason
100 Park Avenue
New York, New York 10017
(212) 481-9500
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
- ---------- ---------- --------- --------- ------------
Common
Stock, 300,000 $2.00 $600,000 $206.90
$.01 par shares
value per
share
- -------------------------------------------------------------------------
(1) This amount is the aggregate option price of the 300,000 shares of
Common Stock of the Registrant subject to options granted under the Registrant's
1988 Employment Stock Options and outstanding as of October 13, 1995, in
accordance with Rules 457(h) under the Securities Act of 1933, as amended.
----------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act of 1933, as amended, this Registration Statement will become
effective upon filing with the Securities and Exchange Commission.
----------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1994 filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(c) The Registrant's Current Report on Form 8-K, dated April 5, 1995;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995; and
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered herein 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 of such documents.
ITEM 4. Description of Securities.
-------------------------
Not applicable.
ITEM 5. Interests of Named Experts.
--------------------------
Legal matters in connection with the issuance of the shares of Common
Stock, when issued and sold, will be passed upon for the Registration by Bert
Sager, Esq., special counsel to the Registrant. Mr. Sager is a director of the
Company. He beneficially owns 268,291 shares of the Registrant's outstanding
Common Stock and presently exercisable options to purchase 84,755 shares of
Common Stock. In addition, Mr. Sager's wife beneficially owns 23,040 shares of
Common Stock and is sole trustee of a trust formed by her mother which holds
30,388 shares. Mr. Sager disclaims beneficial ownership in respect of the
foregoing shares.
ITEM 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 607.014 of the Florida Business Corporation Act generally provides
that a corporation has the power to indemnify its officers and directors against
liability incurred in connection with any proceeding (other than an action by,
or in the right of, the corporation) to which he was a party by reason of the
fact that he is or was a director or officer of the corporation, if he acted in
good faith and in a manner he reasonably believed to be in the best interest of
the corporation. Section 607.014 of the Business Corporation Act additionally
provides that a corporation shall have the power to indemnify any person who is
a party to any proceeding by, or in the right of, the corporation by reason of
the fact that he is or was a director or officer of the corporation against
expenses and amounts paid in settlement not exceeding, in the judgment of such
corporation's board of directors, the estimated expenses of litigating the
proceeding to conclusion. Such indemnification shall be authorized if such
person acted in good faith and in a manner he reasonably believed to be in the
best interest of the corporation, except that no indemnification shall be
permitted if such person shall have been adjudged to be liable unless, and only
to the extent that, a court of competent jurisdiction shall determine upon
application that such person is fairly and reasonably entitled to indemnity for
such expenses as such court shall deem appropriate. Section 607.014 further
provides that any indemnification, unless pursuant to a court determination,
shall be made by the corporation only upon a determination that indemnification
of the director or officer was proper in the circumstances because he met the
applicable standards of conduct, as described above. Such determination shall
be made by the corporation's board of directors or a committee thereof, by
independent legal counsel or by the shareholders of the corporation. The
Registrant's By-Laws provide that the Registrant's directors and officers will
be indemnified to the fullest extent permitted under Florida law. The
Registrant maintains a directors' and officers' liability insurance policy
which, subject to the limitations and exclusions stated therein, covers the
officers and directors of the Registrant for certain actions or inactions that
they may take or omit to take in their capacities as officers and directors of
the Registrant. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
ITEM 8. Exhibits.
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Exhibit No. Description
- ----------- -----------
4.1 1988 Stock Option Agreement, as Amended and Restated, by and
between the Company and John N. Lemasters, dated as of
August 29, 1990
4.2 Letter Agreement between the Company and John N. Lemasters,
dated as of April 5, 1994
5.1 Opinion of Bert Sager, special counsel to Registrant with
respect to the legality of the securities being registered
hereunder
23.1 Consent of Arthur Andersen LLP, independent certified public
accountants for the Registrant
23.2 Consent of Bert Sager, special counsel to the Registrant
(included in the opinion filed as Exhibit 5.1 hereto)
ITEM 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
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 the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Registrant's By-Laws, or otherwise, the
Registrant has been advised that in the opinion of the 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, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the town of Boca Raton, State of Florida, on this 13th day
of October, 1995.
COMPUTER PRODUCTS, INC.
(Registrant)
By: Joseph M. O'Donnell
-----------------------------------
Joseph M. O'Donnell, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Joseph M. O'Donnell President and Chief October 13, 1995
- -------------------- Executive Officer
Joseph M. O'Donnell (Principal Executive Officer
Richard J. Thompson Vice President, Finance and October 13, 1995
- -------------------- Chief Financial Officer,
Richard J. Thompson Secretary and Treasurer
(Principal Financial and Accounting Officer)
Edward S. Croft, III Director October 13, 1995
- --------------------
Edward S. Croft, III
Stephen A. Ollendorff Director October 13, 1995
- ---------------------
Stephen A. Ollendorff
Phillip A. O'Reilly Director October 13, 1995
- -------------------
Phillip A. O'Reilly
Bert Sager Director October 13, 1995
- ----------
Bert Sager
Lewis Solomon Director October 13, 1995
- -------------
Lewis Solomon
J. Earl Templeton Director October 13, 1995
- -----------------
J. Earl Templeton
<PAGE>
Exhibit Index
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Exhibit No. Description
----------- -----------
4.1 1988 Stock Option Agreement, as
Amended and Restated, by and
between the Company and John N.
Lemasters, dated as of August 29,
1990
4.2 Letter Agreement between the Company
and John N. Lemasters, dated as of
April 5, 1994
5.1 Opinion of Bert Sager, special
counsel to Registrant with respect
to the legality of the securities
being registered hereunder
23.1 Consent of Arthur Andersen LLP,
independent certified public
accountants for the Registrant
23.2 Consent of Bert Sager, special
counsel to the Registrant (included
in the opinion filed as Exhibit 5.1
<PAGE>
Exhibit 4.1
1988 Stock Option Agreement, as Amended and Restated, by and
between the Company and John N. Lemasters,
dated as of August 29, 1990
<PAGE>
1988 STOCK OPTION AGREEMENT, AS AMENDED AND RESTATED
----------------------------------------------------
AGREEMENT made as of the 29th day of August, 1990
by and between Computer Products, Inc., a Florida
corporation, having its office and principal place of
business located at 7900 Glades Road, Suite 500, Boca Raton,
Florida 33434 (the "Company") and John N. Lemasters residing
at 21322 Harrow Court, Boca Raton, Florida 33432 (the
"Optionee").
W I T N E S S E T H:
WHEREAS, on March 8, 1988 The Board of Directors of
the Company (the "Board") authorized the grant to the
Optionee of an option (the "Option") to purchase an
aggregate of 300,000 shares of the authorized but unissued
Common Stock of the Company, $.01 par value (the "Common
Stock"), pursuant to the terms and conditions set forth in
Employment Agreement dated as of March 8, 1988 between the
Company and the Optionee (the "1988 Agreement"); and
WHEREAS, the Company is entering into a new employment
agreement with the Optionee of even date herewith ("1990
Employment Agreement"); and
WHEREAS, pursuant to the terms of the 1990 Employment
Agreement the 1988 Agreement has been terminated except for the
terms of the Option which have been amended and are being restated
in this Agreement;
NOW, THEREFORE, and in consideration of the foregoing and
of the terms and conditions herein contained, the parties hereto
agree as follows:
1. Grant of Stock Option. The Company has granted to
---------------------
the Optionee on March 8, 1988 the Option to purchase all or any
part of an aggregate of 300,000 shares of Common Stock (the
"Option Shares") or the terms and conditions set forth herein.
2. Exercise Price. The exercise price of the Option is
--------------
$2.00, per share, subject to adjustment as hereinafter provided.
3. Exercise Period. Except as provided in Section 4
---------------
hereof, the Option is exercisable in installments as follows: to
the extent of 33 1/3 percent of the Option Shares at any time
after March 8, 1989, and, to the extent of an additional 33 1/3
percent of the Option Shares after each additional year there-
after. Options right to exercise the Option is cumulative. Except
as may be otherwise provided in Section 5, the Option expires on
March 7, 1998, and may not be exercised at any time unless the
Optionee is then an employee of the Company or one of its
subsidiaries.
4. Acceleration.
------------
4.1. General. In the event that the Employment
-------
Term (as defined in Section 4 of the 1990 Employment Agreement) is
terminated pursuant to Section 5.1, 5.2, 5.4 or 5.5 of the 1990
Employment Agreement, or in the event a Change of Control occurs
(as defined in Section 4.2.1 hereof), the Options right to
exercise the Option shall be accelerated and the Optionee may
exercise the Option for the remaining unexercised portion of the
Option (notwithstanding that such portion of the Option had not
yet otherwise become fully exercisable under Section 3 hereof with
respect to all or part of the Option Shares at the date of such
termination or occurrence of such transaction); provided, however,
that nothing herein contained shall extend the expiration date of
the Option.
4.2. Cash Election Upon Change of Control. In the
------------------------------------
event of a Change of Control, the Optionee may elect to receive,
in lieu of shares of Common Stock issuable upon the exercise of
all or a part of this Option (which such Option or portion thereof
shall be cancelled upon the making of the payment referred to
herein), an amount in cash equal to the aggregate spread between
the exercise price of all Option Shares being cancelled hereunder
and the Formula Price Per Share (as defined in 4.2.2 hereof) times
the number of all such cancelled Option Shares; provided however,
that, in the event of a Change of Control as defined in Section
4.2.1(b)(ii) hereof, Optionee shall only be entitled to receive
the cash payment pursuant to this Section 4.2 if (i) the Company
does not remain a publicly-traded corporation on the national
securities exchange or market system it was traded on immediately
prior to the Change of Control, or (ii) if the Board of Directors
of the Company has not approved the transaction resulting in such
Change of Control or has determined that such transaction is
hostile to the interests of the Company in connection with the
provisions of this Section 4.2; and further provided, that, if at
the time of making such election Optionee is subject to Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), such election may not be made prior to the expiration of
six months after the date of grant of this Option (except in the
event of death or disability of Optionee) and must be made within
60 days after the Change of Control; and provided further that, no
such cash election may be made if Optionee had the power and did
in fact control the occurrence or timing of the Change of Control.
Notwithstanding anything to the contrary contained in this Section
4.2, if the making of such election by Optionee, or such payment
of cash to Optionee in lieu of shares of Common Stock, would give
rise to any short-swing profits liability under Section 16(b) of
the Exchange Act, then Options election shall not become effective
until the Company shall have advised Optionee, in writing, that
such liability would arise (which notice shall be given by the
Company not more than 14 days after Optionee shall have initially
made his election hereunder) and Optionee, within 14 days after
receipt of such notice, confirms in writing that his election
pursuant to this Section 4.2 shall become effective.
4.2.1. Change of Control Defined. A "Change of
-------------------------
Control" shall be deemed to have occurred upon any of the
following events:
(a) The consummation of any of the following transactions: (i)
any merger, reverse stock split, recapitalization or other busi-
ness combination of the Company, with or into another corporation,
or an acquisition of securities or assets by the Company, pursuant
to which the Company is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would be
converted into cash, securities or other property, other than a
transaction in which the majority of the holders of Common Stock
immediately prior to the transaction will own at least 50% of the
total voting power of the then-outstanding securities of the
surviving corporation immediately after such transaction, or (ii)
any sale, lease, exchange, or other transfer (in one transaction
or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (iii) the liquidation or
dissolution of the Company; or
(b) A transaction in which any person (as such term is defined in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation
or other entity (other than the Company, or any profit sharing,
employee ownership or other employee benefit plan sponsored by the
Company or any subsidiary, or any trustee of or fiduciary with
respect to any such plan when acting in such capacity, or any
group comprised solely of such entities): (i) shall purchase any
Common Stock (or securities convertible into Common Stock) for
cash, securities or any other consideration pursuant to a tender
offer or exchange offer, without the prior consent of the Board,
or (ii) shall become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly (in one transaction or a series of transactions), of
securities of the Company representing 50% or more of the total
voting power of the then-outstanding securities of the Company
ordinarily (and apart from the rights accruing under special
circumstances) having the right to vote in the election of
directors (calculated as provided in Rule 13d-3(d) in the case of
rights to acquire the Company's securities); or
(c) If, during any period of two consecutive years, individuals
who at the beginning of such period constituted the entire Board
and any new director whose election by the Board, or nomination
for election by the Company's stockholders was approved by a vote
of at least two thirds of the directors then still in office who
were either directors at the beginning of the period or whose
election or nomination for election by the stockholders was
previously so approved, cease for any to constitute a majority
thereof.
4.2.2. Formula Price Per Share. As used
-----------------------
herein the term "Formula Price Per Share" as of any given date
shall mean the highest gross price (before brokerage commissions,
soliciting dealers' fees and similar charges) paid for any share
of Common Stock at any time during the ninety-day period
immediately prior to the Change of Control (whether by way of
exchange, conversion, distribution, liquidation or otherwise) paid
or to be paid for any share of Common Stock in connection with a
Change of Control. If the consideration paid or to be paid in any
transaction that results in a Change of Control consists, in whole
or in part, of consideration other than cash, the Board shall take
such action, as in its judgment it deems appropriate, to establish
the cash value of such consideration, but such valuation shall not
be less than the value, if any, attributed to such consideration
by any other party to such transaction that results in a Change of
Control.
5. Effect of Termination of Employment.
------------------------------------
5.1. Termination For Cause by the Company. In the
------------------------------------
event that the Employment Term is terminated pursuant to Section
5.3 of the 1990 Employment Agreement, all rights of the Optionee
under the Option, to the extent that it has not been exercised,
shall terminate upon the termination of the Employment Term.
5.2. Termination Without Cause by the Company or
-------------------------------------------
For Cause By Optionee. In the event the Employment Term is
---------------------
terminated pursuant to Section 5.4 or 5.5 of the 1990 Employment
Agreement, the Option may be exercised at any time within three
years after the termination of the Employment Term (but not
thereafter and in no event after the date on which the Option
would otherwise expire). The Option, to the extent not exercised
within such three year period, shall terminate forthwith.
5.3. Termination Due to Death. In the event the
------------------------
Employment Term is terminated pursuant to Section 5.1 of the 1990
Employment Agreement, one or more persons designated in writing to
the Company by the Optionee to acquire the right to exercise all
or a portion of the Option may exercise the Option at any time
within one year after such date of death (but not thereafter and
in no event after the date on which the Option would otherwise
expire). The Option, to the extent not exercised within such one
year period shall terminate forthwith. In the absence of a
contrary designation, the Optionee shall be deemed to have
designated his executor or administrator.
5.4. Termination Due to Disability. In the event
-----------------------------
that the Employment Term is terminated pursuant to Section 5.2 of
the 1990 Employment Agreement, the Option may be exercised at any
time within three years after the termination of the Employment
Term (but not thereafter and in no event after the date on which
the Option would otherwise expire). The Option, to the extent not
exercised within such three year period shall terminate forthwith.
5.5. Termination Due to Retirement. In the event
-----------------------------
that the Optionee ceases to be an employee of the Company or any
of its subsidiaries due to Options retirement on or after August
28, 1995 in compliance with the termination provisions of Section
4 of the 1990 Employment Agreement the exercisable portion of the
Option on the date of retirement may be exercised at anytime
within three years of the date of retirement (but not thereafter
and in no event after the date on which the Option would otherwise
expire). The Option, to the extent not exercised within such
three year period shall terminate forthwith.
5.6. Effect of Arbitration. In the event of an
---------------------
arbitration proceeding pursuant to Section 6 of the 1990
Employment Agreement following a termination of the Employment
Term pursuant to Section 5.3 of the 1990 Employment Agreement,
unless the arbitrators determine that such termination properly
occurred, the Options right to exercise the Option shall continue
until the expiration of 60 days after the award of the arbitrators
is served upon the parties (or until such later date as provided
above in this Section 5, and in no event beyond the expiration
date of the Option); provided, however, that no further rights of
exercise shall mature by reason of the passage of time between the
notice of termination of employment and the award of the
arbitrators, unless the arbitrators determine that the Optionee
was wrongfully terminated.
6. Nonqualified Option: Withholding Tax. The Option
------------------------------------
shall not be deemed an "Incentive Stock Option" under the Internal
Revenue Code of 1986, as amended ("the Code"). Accordingly, the
Optionee acknowledges that, under existing laws and regulations,
the expiration of the six-month period required by Section 16(b)
of the Exchange Act would be a taxable event under the Code,
unless the Optionee made an election, under Section 83(b) of the
Code, to treat the exercise as the taxable event. The Optionee
will be subject to a withholding tax on the difference between the
purchase price of the Option Shares and their market value on the
date of the taxable event. Payment for said taxes shall be made
to the Company prior to or at time said tax is due as provided
under Section 8.4 hereof.
7. Adjustments. If and to the extent that the number
-----------
of issued shares of Common Stock shall be increased or reduced by
split-up, reclassification, distribution of a dividend payable in
shares, or the like, the Company shall proportionately adjust the
number and kind of Option Shares, and the exercise price of the
Option, to such extent and in such manner as shall as closely as
possible maintain Options rights thereunder.
8. Method of Exercise.
------------------
8.1. Notice to the Company. The Option shall be
---------------------
exercised by written notice in substantially the form attached
hereto as Exhibit A directed to the Company at its principal place
of business accompanied by full payment as hereinafter provided of
the exercise price for the number of whole Option Shares specified
in the notice up to the number then permitted to be exercised.
8.2. Delivery of Option Shares. The Company shall
-------------------------
make immediate delivery of the Option Shares upon payment,
provided that if any law or regulation requires the Company to
take any action with respect to the Option Shares specified in
such notice before the issuance thereof (and the Company shall use
its best efforts to take such action), then the date of delivery
of such Option Shares shall be extended for the period necessary
to take such action.
8.3. Additional Documents. In addition, the Board
--------------------
of Directors of the Company may require, as a condition to the
sale of any Option Shares, that the Optionee deliver to the
Company such documents, including such appropriate investment
representations, as may reasonably be required by counsel for the
Company to effectuate compliance with applicable securities laws.
8.4. Payment of Purchase Price. The purchase price
-------------------------
and any required withholding tax may be paid with (i) U.S.
dollars, or (ii) Common Stock of the Company already owned by, and
in possession of, the Optionee, or (iii) a combination of U.S.
dollars or Common Stock of the Company. Shares of Common Stock of
the Company used to satisfy the exercise price or withholding tax
of an Option shall be valued at the last reported sales price of
the Common Stock as of the close of business on the day
immediately preceding the date of exercise. Notwithstanding the
foregoing, if Optionee delivers a notice of exercise specifying
that all or a portion of the purchase price shall be paid with
Common Stock already owned by Optionee, and such surrender of
shares, together with the exercise of the Option or any other
transaction occurring during the six-month period prior to such
exercise and reported by Optionee on a Form 4 filed with the
Securities and Exchange Commission (the "Commission"), would give
rise to any short-swing profits liability under Section 16(b) of
the Exchange Act, then (i) the Option purchase price shall be
payable in connection with such exercise only in U.S. dollars,
and the Company will not accept the surrender of shares of Common
Stock in payment thereof; (ii) the Company shall notify Optionee,
in writing within 14 days of its receipt of the notice of
exercise, that the tender of shares in payment of any portion of
the Option purchase price cannot be accepted; and (iii) Optionee
shall have an additional 14 days after receipt of the Company's
written notice to pay the balance of the purchase price in U.S.
dollars; provided that, in the event that Optionee fails to pay
such balance in U.S. dollars within the prescribed period,
Optionee's notice of exercise (to the extent of the portion to be
paid by the surrender of shares of Common Stock) shall be deemed
not to have been given and void, and the Option (to the extent of
such portion) shall remain exercisable in accordance with its
terms.
9. Nonassignability. The Option hereby granted is
----------------
nonassignable and may not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise)
except in the event of the death of Optionee as provided in
Section 5.3 hereof and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the Option or
any right or privilege conferred hereby, contrary to the
provisions hereof, or upon the levy of any attachment or similar
process on the rights conferred hereby, the Option and the rights
and privileges conferred hereby shall immediately become null and
void. The Option is exercisable during the lifetime of the
Optionee only by the Optionee.
10. Company Representations. The Company hereby
-----------------------
represents and warrants to the Optionee that
(i) the Company, by appropriate and all required
action, is duly authorized to enter into this Agreement and
consummate all of the transactions contemplated hereunder; and
(ii) the Option Shares, when issued and delivered
by the Company to the Optionee in accordance with the terms and
conditions hereof, will be duly and validly issued and fully paid
and non-assessable.
11. Optionee Representations. The Optionee hereby
------------------------
represents and warrants to the Company that
(i) he is acquiring the Option and shall acquire
the Option Shares for his own account and not with a view towards
the distribution thereof:
(ii) he has received a copy of all reports and
documents required to be filed by the Company with the Commission
pursuant to the Exchange Act within the last twenty-four (24)
months and all reports issued by the Company to its stockholders;
(iii) he must bear the economic risk of the
investment in the Option Shares, which cannot be sold by him
unless they are registered under the Securities Act of 1933 (the
"1933 Act") or an exemption therefrom is available thereunder:
(iv) in his position with the Company, he has had
both the opportunity to ask questions of and receive answers from
the officers and directors of the Company and all persons acting
on its behalf concerning the terms and conditions of the offer
made hereunder and to obtain any additional information to the
extent the Company possesses or may possess such information or
can acquire it without unreasonable effort or expense necessary to
verify the accuracy of the information obtained pursuant to clause
(ii) above; and
(v) he is aware that the Company shall place stop
transfer orders with its transfer agent against the transfer of
the Option Shares in the absence of registration under the Act or
an exemption therefrom as provided herein.
12. Restriction on Transfer of Option Shares. Anything
----------------------------------------
in this Agreement to the contrary notwithstanding, the Optionee
hereby agrees that he shall not sell, transfer by any means or
otherwise dispose of the Option Shares acquired by him without
registration under the Securities Act of 1933 (the "1933 Act"), or
in the event that they are not so registered, unless (i) an
exemption from the 1933 Act is available thereunder, and (ii) the
Optionee has furnished the Company with notice of such proposed
transfer and the Company's legal counsel, in its reasonable
opinion, shall deem such proposed transfer to be so exempt.
13. Registration Rights.
-------------------
13.1. Piggy-Back Rights. If at any time during
-----------------
the period from the date hereof through the date which is two (2)
years after the termination of the Employment Term, the Company
proposes to register any of its equity securities under the 1933
Act (other than in connection with a merger, acquisition or
exchange offer, and other than an offering on Form S-8 or any
successor form), the Company shall at least thirty (30) days prior
to the filing of such registration statement with the Securities
and Exchange Commission (the "Commission") give notice of its
intention to do so to Optionee. The registration rights granted
under this Section 13.1 shall not apply in the event that the
Employment Term is terminated pursuant to Section 5.3 of the 1990
Employment Agreement. If the Optionee notifies the Company within
ten (10) days after the giving of such notice by the Company that
the Optionee elects to include any Option Shares (the Option
Shares so specified, together with any shares covered by a Request
under Section 13.2 hereof, hereinafter sometimes referred to as
the "Registrable Securities") in such proposed registration
statement (which notice shall state the number of shares to be
included and the proposed plan of disposition thereof), the
Company shall include the Registrable Securities in any such
registration statement; provided, however, that if, in the written
opinion of the Company's managing underwriter, if any, for such
offering, the inclusion of all or a portion of the Registrable
Securities, when added to the other securities being registered,
will exceed the maximum amount of the Company's securities which
can be marketed (i) at a price reasonably related to their then
current market value, or (ii) without otherwise materially and
adversely affecting the entire offering, then the Company may
exclude from such offering all or a portion of the Registrable
Securities. Notwithstanding anything herein contained to the
contrary, the Company shall at all times have the absolute right
to elect not to file any proposed registration statement referred
to in this Section 13.1, or to withdraw the same after the filing
but prior to the effective date thereof.
13.2. Demand Registration. If, at any time prior to
-------------------
the termination of the Employment Term, the Company shall be
requested in writing (the "Request") by the Optionee to effect the
registration under the 1933 Act of not less than 100,000 (adjusted
for stock splits, reverse stock splits, stock dividends, etc.)
Option Shares (which Request shall state the intended method of
disposition of the shares requested for registration), the Company
shall as expeditiously as possible prepare and file with the
Commission a registration statement under the 1933 Act covering
the shares which were designated in the Request. The registration
rights granted under this Section 13.2 shall not apply in the
event that the Employment Term is terminated pursuant to Section
5.3 of the 1990 Employment Agreement. Anything hereinabove
contained to the contrary notwithstanding, the registration rights
granted pursuant to this Section 13.2 may only be exercised on one
occasion; provided, however, that a registration right under this
Section 13.2 shall only be deemed to have been exercised if and
when the registration statement requested pursuant hereto has been
declared effective by the Commission. If prior to the effective
date of such registration the Optionee informs the Company by
written notice that the Optionee is withdrawing his Request and
(unless the following proviso applies) if the Optionee pays all of
the Company's out-of-pocket expenses with respect to such
registration under this Section 13.2 incurred to the date of such
notice, then such Request will not count as the exercise of a
registration right under this Section 13.2; provided, that if
prior to such notice, the Company has pursuant hereto delayed the
filing of a requested registration statement, then the Optionee
may so withdraw his Request and need not pay any of the Company's
expenses and such Request will not count as the exercise of a
registration right under this section 13.2.
Anything in Section 13.2 to the contrary contained
herein notwithstanding, the Company may delay the filing of a
registration statement which has been requested pursuant to the
provisions of this Section 13.2 if (i) the Company has filed, or
has taken substantial steps towards filing, a registration
statement relating to the scale by it of any of its securities,
and the managing underwriter of the offering to which such
registration statement relates renders a written opinion that the
filing of the registration statement which was demanded would
materially and adversely affect the offering by the Company of its
securities, or (ii) in the written opinion of an investment
banking firm which is acting as financial advisor to the Company,
the Company's ability to consummate (upon favorable terms and
conditions) a pending merger, acquisition, significant sale of
assets or other significant business transaction would be
materially and adversely affected by the filing of a registration
statement, which was demanded; provided, however, that such period
of delay shall not exceed the lesser of (A) ninety (90) days, or
(B) the period of time during which the circumstances described in
clause (i) or (ii) continues, provided, further, that following
the termination of the Employment Term, the Company may not delay
the filing of a registration statement requested more than once in
any twelve (12) month period.
13.3. Holdback. The Optionee hereby agrees, if
--------
requested in writing by the Company, not to sell any other shares
of Common Stock, or securities through which Common Stock may be
acquired, for a period not to exceed one hundred-twenty (120) days
after the effective date of a registration statement or
post-effective amendment in which Registrable Securities are
included pursuant to Section 13.1 or 13.2 hereof.
13.4. Effective Date and Distribution. The
-------------------------------
Company will use its best efforts to cause any registration
statement covering all or any portion of the Registrable
Securities to become effective as promptly as possible and, if any
stop order shall be issued by the Commission in connection
therewith, will use its best efforts to obtain the removal of such
order. The Optionee agrees to cooperate in all respects with the
Company in effectuating the foregoing. Following the effective
date of any registration, the Company shall, upon the request of
the Optionee, forthwith supply such number of registration
statements, preliminary prospectuses and prospectuses meeting the
requirements of the 1933 Act and other documents necessary or
incidental to the offering, as shall be reasonably requested by
the Optionee to permit such holder to make a public distribution
of all of the Registrable Securities. The obligations of the
Company hereunder with respect to the Options Registrable
Securities are expressly conditioned on the Optionee furnishing to
the Company such appropriate information concerning the Optionee,
and the Registrable Securities and the terms of the Options plan
of distribution of such Registrable Securities as the Company may
reasonably request.
13.5. Expenses. The Company shall bear the entire
--------
cost and expense of any registration of Registrable Securities
pursuant to Section 13.1 or 13.2 hereof. Such costs and expenses
shall include, without limitation, the fees and expenses of
counsel for the Company and of its accountants, all other costs,
fees and expenses of the Company incident to the preparation,
printing and filing under the 1933 Act of the registration
statement and all amendments and supplements thereto, the cost of
furnishing copies of each preliminary prospectus, each final
prospectus and each amendment or supplement thereto to under-
writers, dealers and other purchasers of the Registrable
Securities and the costs and expenses (including fees and
disbursements of counsel) incurred in connection with the
qualification of the Registrable Securities under the Blue Sky
laws of various jurisdictions. However, the Optionee (and not the
Company) shall be responsible for any transfer taxes and
underwriting fees or commissions applicable to the Registrable
Securities sold by him pursuant to any such registration and the
reasonable fees and expenses of any counsel to the Optionee
relating to such registration and qualification.
13.6. Maintenance of Effectiveness. The Company
----------------------------
shall, at the Company's expense, be required to maintain the
effectiveness (and the compliance with applicable securities laws)
of a registration statement or post-effective amendment
registering Registrable Securities pursuant to this Section 13
(and of any qualification under Section 13.11 hereof) by such
action as may be necessary or appropriate until the expiration of
ninety (90) days after the date such registration statement has
been declared effective by the Commission, including, without
limitation, the filing of post-effective amendments and supple-
ments to any registration statement or prospectus necessary to
keep the registration statement current and the further quali-
fication under any applicable Blue Sky or other state securities
laws to permit such sale or distribution, all as requested by
Optionee. In the event that the Employment Term is terminated,
the Company will immediately notify the Optionee at any time when
a prospectus covering the Registrable Securities is required to be
delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing.
13.7. Registration Not Required. The Company
-------------------------
shall not be required to register any Registrable Securities under
the 1933 Act if, in the written opinion of counsel for the
Company, which shall be in form and substance reasonably
satisfactory to the Optionee, all of said Registrable Securities
may be publicly sold at such time by Optionee without the need for
compliance with the registration provisions of the 1933 Act.
13.8. Opinion of Counsel. The Company will
------------------
furnish to the Optionee in connection with any registration of
Registrable Securities a signed counterpart, addressed to the
Optionee, of an opinion of counsel for the Company, dated the
effective date of such registration statement and such opinion of
counsel shall cover substantially the same matters with respect to
such registration statement (and the prospectus included therein)
as are customarily covered in opinions of issuer's counsel
delivered to underwriters in connection with underwritten public
offerings of securities.
13.9. Underwriting Agreement. In connection with
----------------------
any registration of Registrable Securities, the Company will, if
requested by the underwriters for any Registrable Securities
included in such registration, enter into an underwriting agree-
ment with such underwriters for such offering, such agreement to
contain such representations and warranties by the Company and
such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions,
including, without limitation, indemnities.
13.10. Termination of Employment After Registra-
-----------------------------------------
tion. If Registrable Securities are included in an underwritten
----
offering under Section 13.1 hereof, and the Employment Term has
been terminated, then in such event, the Optionee shall be a party
to any such underwriting agreement, and the representations and
warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be
made to and for the benefit of the Optionee.
13.11. State Qualification. The Company shall use
-------------------
its best efforts to qualify or register the Registrable Securities
under the securities or Blue Sky laws of such states as are
requested by the Optionee; provided, however, that the Company
shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do
business under the laws of any such jurisdiction.
13.12. Indemnification. The Company shall
---------------
indemnify and hold harmless the Optionee and each underwriter,
within the meaning of the 1933 Act, who may purchase from or sell
for the Optionee any Registrable Securities, from and against any
and all losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys' fees and
expenses) arising out of, based upon or caused by any untrue
statement of a material fact or alleged untrue statement of a
material fact contained in any registration statement covering
Registrable Securities, any materials incorporated by reference
therein, any prospectus or preliminary prospectus included
therein, or any amendment or supplement thereto, or arising out
of, based upon, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages, liabilities or expenses
are caused by any such untrue statement or alleged untrue
statement or omission or alleged omission based upon information
furnished in writing or required to be furnished in writing to the
Company by the Optionee or any such underwriter expressly for use
therein (with respect to which information the Optionee or
underwriter, as the case may be, shall at the same time so
indemnify and hold harmless the Company, its directors, each
officer signing the registration statement and each person; if
any, who controls the Company within the meaning of the 1933 Act).
The foregoing indemnification shall also extend to cover each
person, if any, who controls any such underwriter within the
meaning of the 1933 Act and each officer, director, employee and
agent of such underwriter. The indemnity in this Section 13.12
shall be given to the Company only with respect to a registration
after the termination of the Employment Term.
13.13. Post-Effective Amendment. The Optionee,
------------------------
upon receipt of a notice from the Company, upon the occurrence of
an event which requires a post-effective amendment to the regis-
tration statement or a supplement to the prospectus included
therein, shall promptly discontinue the sale of the Registrable
Securities until he has received copies of a supplemented or
amended prospectus from the Company.
13.14. Form S-8 Filed With Respect to the 1990
---------------------------------------
Performance Equity Plan. The Company hereby agrees that, in the
-----------------------
event that the Company files a Registration Statement on Form S-8
with respect to any securities to be issued under the 1990
Performance Equity Plan (the "1990 Plan"), the shares issuable by
the Company pursuant to this Agreement shall be registered
thereunder, and the Company further agrees that, to the fullest
extent then permitted under General Instruction C to the Form S-8
(or any successor to such Instruction then in effect), the Company
shall file a "reoffer prospectus" with respect to the shares
issuable to Optionee hereunder, covering the maximum number of
such shares permitted to be covered by such prospectus under
General Instruction C to the Form S-8, and to continue to maintain
the currency of such reoffer prospectus until the earlier of the
termination of the effectiveness of the Registration Statement on
Form S-8 or the resale of all of the shares which may be acquired
upon exercise of this Option. The registration rights granted
under this Section 13.14 shall not apply in the event the
Employment Term is terminated pursuant to Section 5.3 of the 1990
Employment Agreement.
14. Miscellaneous.
-------------
14.1. Notices. All notices, requests, deliveries,
-------
payments, demands and other communications which are required or
permitted to be given under this Agreement shall be in writing and
shall be either delivered personally or sent by registered or
certified mail, or by private courier, return receipt requested,
postage prepaid to the parties at their respective addresses set
forth herein, or to such other address as either shall have
specified by notice in writing to the other. Notice shall be
deemed duly given hereunder when delivered or mailed as provided
herein.
14.2. Waiver. The waiver by any party hereto of a
------
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other or subsequent breach.
14.3. Entire Agreement. This Agreement consti-
----------------
tutes the entire agreement between the parties with respect to the
subject matter hereof. This Agreement may not be amended except
by a writing executed by Optionee and the Company.
14.4. Binding Effect; Successors. This Agreement
--------------------------
shall inure to the benefit of and be binding upon the parties
hereto and to the extent not prohibited herein, their respective
heirs, successors, assigns and representatives. Nothing in this
Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto and as provided above, their
respective heirs, successors, assigns and representatives any
rights, remedies, obligations or liabilities.
14.5. Governing Law. This Agreement shall be
-------------
governed by and construed in accordance with the laws of the State
of Florida.
14.6. Headings. The headings contained herein are
--------
for the sole purpose of convenience of reference, and shall not in
any way limit or affect the meaning of interpretation of any of
the terms or provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the day and year first above written.
COMPUTER PRODUCTS, INC.
By:/s/ Richard J. Thompson
-----------------------
/s/ John Lemasters
-------------------------
John Lemasters, Optionee
<PAGE>
EXHIBIT A
FORM OF NOTICE OF EXERCISE OF OPTION
---------------
DATE
Computer Products, Inc.
7900 Glades Road
Boca Raton, Florida 33434
Attention: Stock Option Committee of the Board of Directors
Re: Purchase of Option Shares
-------------------------
Gentlemen:
In accordance with the Stock Option Agreement dated as of August
29, 1990 between myself and Computer Products, Inc. ("CPI"), I wish
to purchase shares of CPI stock which are being purchased
---------
for investment and not for resale. I understand that if I should
transfer ownership of these shares within one year from the above
date, I must promptly notify you in writing.
As payment for my shares, enclosed is my check payable to the order
of Computer Products, Inc. in the sum of $ [and/or shares of
------
Common Stock of CPI duly endorsed having a fair market value of
$ ].
---------
Kindly forward to me my certificate at your earliest convenience.
Very truly yours,
(Signature)
(Print Name)
(Address)
(Address)
(Social Security Number)
<PAGE>
Exhibit 4.2
Letter Agreement between the Company
and John N. Lemasters, dated as of
April 5, 1994
<PAGE>
COMPUTER PRODUCTS, Inc.
April 5, 1994
Mr John N Lemasters
21322 Harrow court
Boca Raton, Florida 33433
Dear John:
This is to confirm our understanding regarding your
future employment with Computer Products, Inc. (the "Company") and
to modify the employment agreement dated August 29, 1990 (the
"Employment Agreement") between you and the Company.
1. Upon the request of the Board of Directors of the
Company (the "Board"), you shall resign as Chief Executive
Officer and Chairman of the Board of the Company. Such request can
be made by the Board at any time after the date hereof by a vote of
the majority of directors present at a meeting properly called for
the purposes of considering this question.
2. In the event that the Board should make such a
request, your resignation will be effective on the date specified
by the Board (the "Resignation Date"). Upon your resignation,
except as specifically set forth herein, the Employment Agreement
shall be considered terminated and neither party shall have any
further rights thereunder. This shall not be construed as a
resignation by you as a director of the Company or a commitment by
the Company to you regarding future board elections.
3. Until the Resignation Date, you will be entitled to
receive all salary, bonuses, accrued vacation pay and benefits
pursuant to the terms of the Employment Agreement (all on a
pro-rata basis). Bonus shall be calculated in accordance with the
Company's existing executive bonus plans and you will receive what
you would have received thereunder multiplied by a fraction the
numerator of which is the number of days in 1994 prior to the
Resignation Date and the denominator of which is 365.
4. From and after the Resignation Date, you will be
retained as a consultant to the Company until August 29, 1995 (the
"Consulting Period"). As a consultant, you will be expected to
perform such task, within the area of your expertise, as may be
assigned to you by the Board. You will not be expected to work
more than an average of five (5) days per month.
5. For services performed during the Consulting Period,
you shall receive a salary of $300,000 per year payable bi-weekly
in accordance with typical Company payroll practices. During the
Consulting Period, you will also be entitled to a payment
equivalent to the net after tax increase in taxes to you resulting
from FICA, disability and insurance payments made to you as a
consultant (as opposed to an employee) up to a maximum payment of
$6,000 per year.
6. Additionally, you will be reimbursed for reasonable
travel expenses incurred in connection with the performance of your
consulting duties in accordance with typical Company expense
reimbursement policies which, if necessary, shall include
reasonable travel expenses from your home in North Carolina.
7. During the Consulting Period, you shall be entitled
to participate in the Company's group health insurance plan and
you will continue to receive life insurance and disability
insurance all at levels previously granted under the Employment
Agreement and on the same basis as set forth therein. For
purposes of COBRA only, your termination of employment shall be
considered to be August 1, 1995.
8. The Company retains the right to deduct and withhold
from any payments to you all sums that it may be required to
withhold pursuant to applicable tax withholding laws or
regulations.
9. The Company and you agree that you retain all of
your vested stock options and all unvested stock options shall
continue to vest in accordance with the terms of Section 2.3 of the
Employment Agreement, the 1981 Stock Option Plan and 1990
Performance Equity Plan, and various Stock Option Agreements
between the parties. Upon your request, if permissible under the
securities laws, the Company will file a registration statement on
form S-8 covering the common stock subject to the 300,000 options
granted to you on March 8, 1988. Such options and the vesting
schedule associated therewith are shown on Exhibit A hereto.
Unless vested and exercised by August 1, 1996, pursuant to the
terms of the Stock Option Plan, such options shall expire and
become null and void.
10. Notwithstanding your resignation and the termination
of the Employment Agreement, you will continue to adhere to
restrictions on disclosure of confidential information and
non-competition with the Company as set forth in Section 7 of the
Employment Agreement
11. It is also understood that, in exchange for the
provision to you of the benefits and other compensation set forth
above, in particular any discretionary payments set forth in this
Agreement, you release and waive all claims, causes of action or
the like (excluding claims that arise out of a claimed breach of
the terms of this Agreement) that you had, now have or may have in
the future (arising out of transactions or occurrences prior to the
date hereof) against the Company or its parents, subsidiaries,
affiliates, successors or assigns, and their respective
shareholders, directors, officers, agents, employees or anyone
connected with them, including, but not limited to, all claims
related to the payment of salary and/or adjusted compensation and
all claims arising under the Age Discrimination Employment Act of
1967, Title VII of the Civil Rights Act of 1964 as amended by the
Civil Rights Action of 1991, the Equal Pay Act of 1962, The
Americans with Disabilities Act of 1990, Chap. 760.10 of the
Florida Statutes and any other similar Federal, State or local
statute or regulation; provided, however, that this release shall
not limit your (i) right to indemnification pursuant to Article 8.3
of the Employment Agreement, the Company's articles of
incorporation and bylaws and any applicable insurance for acts as a
director or officer; and (ii) vested rights under the Company's
401K plan and Stock Option Plan except as modified hereby.
12. The Company acknowledges that at this time it has no
knowledge of any claims against you which might be an offset to any
payments required to be made to you hereunder. For purposes of this
provision, knowledge of the Company shall be deemed to be the
knowledge of the members of its Board of Directors and its senior
executive officers. In addition, the Company further acknowledges
that it shall not have the right to terminate the Consulting
Agreement for any lack of, or dissatisfaction with the performance
by you of your consulting duties and in the event of such
termination, your options will continue to vest as provided in
paragraph 9.
13. Any controversy or claim arising under this
Agreement shall be settled by arbitration in Boca Raton, Florida in
accordance with the Rules then in effect of the American
Arbitration Association ("AAA") or its successor thereto.
14. This Agreement constitutes the entire understanding
between you and the Company relating to the subject matter of this
letter and neither party has made any oral or written promises to
the other that are not fully and accurately set forth in this
letter. Except as specifically preserved, this Agreement
supersedes and replaces all prior agreements and understandings of
the parties hereto, oral and written, including, but not limited
to, the Employment Agreement.
15. This Agreement will be governed by the law of the
State of Florida applicable to agreements made and to be performed
within the State of Florida. This Agreement shall be binding on
the successors, administrators, executors and assigns of the
parties hereto and in the event of your death all amounts payable
to you shall be paid to your estate.
16. It is understood that you have carefully read the
entire terms of this Agreement, know and understand its binding
effect, have been advised to take (and have taken) the opportunity
to review its terms with an attorney, and voluntarily and knowingly
agree to the terms of this Agreement.
17. You have had at least twenty-one (21) days to
consider this Agreement, and you have up to seven (7) days after
your execution of this Agreement to revoke this Agreement.
If this letter is acceptable to you, please sign the
enclosed copy of this letter and return it to me.
Very truly yours,
COMPUTER PRODUCTS, INC.
By:/s/Phillip A. O'Reilly
----------------------
Chairman, Compensation
Committee
Agreed to and accepted on
the 12 day of April, 1994.
/s/ John N. Lemasters
-------------------------
<PAGE>
EXHIBIT A
---------
JOHN N. LEMASTERS
OUTSTANDING STOCK OPTIONS
AS OF MARCH 7, 1994
Date of
Grant Granted Vested
------- ------- ------
3/8/88 300,000 300,000
10/19/88 100,000 100,000
2/19/90 87,208 87,208
8/29/90 12,792 12,792
8/29/90 1,000,000 375,000
125,000 to vest
on 8/29/94
500,000 - @ FMV
upon CS reaching
$5.00 for 5 con.
days
Total Vested: 875,000
<PAGE>
COMPUTER PRODUCTS, INC.
ASSISTANT SECRETARY'S CERTIFICATE
I, STEPHEN A. OLLENDORFF, an Assistant Secretary of
Computer Products, Inc., a corporation duly organized and existing
under the laws of the State of Florida (the "Corporation"), do
hereby certify that:
1. I am a duly elected, qualified and acting Assistant
Secretary of the Corporation on the date hereof.
2. The resolutions attached hereto as Exhibit A are
true and correct copies of the resolutions duly adopted by the
Board of Directors on March 30, 1994 and such resolutions have not
been modified or amended and at the date hereof are still in full
force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed the seal of this Corporation by order of the Board of
Directors this 8th day of April, 1994.
/s/ Stephen A. Ollendorff
-------------------------
Stephen A. Ollendorff
Assistant Secretary
[SEAL]
<PAGE>
EXHIBIT A
---------
RESOLVED, that the proposed severance and consulting
agreement between John N. Lemasters and the Corporation
be, and the same hereby is, approved and adopted; and
further
RESOLVED, that any member of the Compensation and
Stock Option Committee of the Corporation, be and each of
them hereby is, authorized and directed to execute and
deliver, in the name and on behalf of the Corporation,
such agreement, with such change or changes therein as
the Committee member shall approve (his execution
thereof, with such change or changes therein, to be
conclusive evidence of such approval); and further
RESOLVED, that the proper executive officers of the
Corporation be, and each of them hereby is, authorized
and directed to take all such other actions, as the
acting officer, in his sole discretion, deems to be
necessary, appropriate or convenient in order to carry
<PAGE>
Exhibit 5.1
Opinion of Bert Sager, special counsel to Registrant
with respect to the legality of the securities
being offered hereunder
<PAGE>
October 13, 1995
Computer Products, Inc.
7900 Glades Road
Suite 500
Boca Raton, FL 33434
Computer Products, Inc.
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
I have acted as special counsel for Computer Products, Inc., a Florida
corporation (the "Company"), in connection with Registration Statement on Form
S-8 (the "Registration Statement") that is being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "1933 Act"). This Registration Statement being filed with respect
to 300,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company relating to the stock option agreement between the
Company and John N. Lemasters, as amended and restated on August 29, 1990 (the
"Option").
You have requested me to render to you the following opinion. In
connection with the opinion, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of all corporate and other documents
and records of the Company and all certificates of public officials and officers
of the Company, and have made such other investigations, as I have deemed
necessary or appropriate in connection with rendering this opinion. As to
questions of fact material to this opinion, I have, when relevant facts were not
independently established by me, relied upon certificates of public officials
and information supplied to me by officers of the Company.
For purposes of this opinion, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals
and the conformity to authentic originals of all documents submitted to me as
certified, conformed or photostatic copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Florida.
2. All requisite corporate actions have been taken to authorize the
issuance of the shares of Common Stock being registered under the Registration
Statement pursuant to the 1933 Act.
3. The shares of Common Stock, when issued and sold in accordance
with the provisions of the Option, will be legally issued, fully paid and non-
assessable when the Company shall have received therefor the consideration
provided in the Option (but not less than the par value thereof).
I am an attorney admitted to practice in the State of Florida and do
not purport to be an expert in, or to render any opinions concerning, the laws
of any jurisdiction other than the United States of America and the State of
Florida.
This opinion is rendered to you and is solely for your benefit in
connection with the above transaction. This opinion may not be relied upon by
you for any other purpose, or furnished to, quoted to or relied upon by any
other person, firm or corporation without my prior written consent.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, to the use of
my name as your counsel with respect to the Registration Statement and to all
references made to us therein.
Very truly yours,
BERT SAGER, ESQ.
<PAGE>
Exhibit 23.1
Consent of Arthur Andersen LLP
independent certified public accountants for the Registrant
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 18, 1995 included in Computer Products, Inc.'s Form 10-K for the year
ended December 30, 1994.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
October 13, 1995
