As filed with the Securities and Exchange Commission on July 19, 1996
Registration No. 333-
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)
1990 PERFORMANCE EQUITY PLAN
----------------------------
(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
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(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
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 (2) fee
- -------------------------------------------------------------------------
Common
Stock,
$.01 par 1,450,000 $16.25 $23,406,683 $8,071.27
value per shares
share
- ---------------------------------------------------------------------------
(1) Based on the average of the high and low prices of the Common Stock of
the Registrant, as reported on The Nasdaq Stock Market, on July 17, 1996, in
accordance with Rule 457(c) under the Securities Act of 193, as amended.
(2) This amount is the sum of (a) the aggregate option price of the
444,390 shares of Common Stock of the Registration subject to options granted
under the Registrant's 1990 Performance Equity Plan and outstanding as of July
17, 1996, and (b) the assumed aggregate option price of the remaining shares of
Common Stock being registered hereunder, based upon the market price of the
Common Stock of the Registrant on July 17, 1996, in accordance with Rule 457 (c)
and (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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers additional securities of the same
class (i.e., Common Stock) as the securities for which a Registration
Statement filed August 29, 1991 on Form S-8 (File No. 33-42516) relating
to the 1990 Performance Equity Plan is already effective.
ITEM 3. Incorporation of Documents by Reference.
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The Registrant hereby incorporates by reference in this Registration
Statement the contents of the Registration Statement on Form S-8,
Commission File number 33-42516, dated August 29, 1991, and all other
documents and reports filed by the Registrant since such date with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934.
ITEM 8. Exhibits.
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Exhibit No. Description
----------- -----------
4.1 1990 Performance Equity Plan, as amended
5.1 Opinion of Bert Sager, special counsel to the
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)
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 19th day of
July, 1996.
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 Executive July 19, 1996
Joseph M. O'Donnell Officer (Principal Executive
Officer)
Richard J. Thompson
- -------------------------------Vice President, Finance and July 19, 1996
Richard J. Thompson Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
Edward S. Croft, III
- ------------------------------- Director July 19, 1996
Edward S. Croft, III
Stephen A. Ollendorff
- ------------------------------- Director July 19, 1996
Stephen A. Ollendorff
Phillip A. O'Reilly
- ------------------------------- Director July 19, 1996
Phillip A. O'Reilly
Bert Sager
- ------------------------------- Director July 19, 1996
Bert Sager
Lewis Solomon
- ------------------------------ Director July 19, 1996
Lewis Solomon
Exhibit Index
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Exhibit No. Description
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4.1 1990 Performance Equity Plan,
as amended
5.1 Opinion of Bert Sager, special
counsel to the 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)
Exhibit 4.1
COMPUTER PRODUCTS, INC.
1990 PERFORMANCE EQUITY PLAN
AS AMENDED
Section 1. Purpose; Definitions.
1.1. Purpose. The purpose of the Computer Products,
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Inc. (the "Company") 1990 Performance Equity Plan (the
"Plan") is to enable the Company to offer to its key
employees and to key employees of its subsidiaries, long
term performance-based stock and/or other equity interests
in the Company, thereby enhancing its ability to attract,
retain and reward such key employees, and to increase the
mutuality of interests between those employees and the
stockholders of the Company. The various types of long-term
incentive awards which may be provided under the Plan will
enable the Company to respond to changes in compensation
practices, tax laws, accounting regulations and the size and
diversity of its businesses.
1.2. Definitions. For purposes of the Plan, the
-----------
following terms shall be defined as set forth herein:
(a) "Agreement" means the agreement between the Company and
the Holder setting forth the terms and conditions of an
award under the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Change of Control" means a change of control of the
Company pursuant to Section 10 hereof.
(d) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute or
statutes thereto.
(e) "Committee" means the Stock Option Committee of the
Board or any other committee of the Board which the Board
may designate.
(f) "Common Stock" means the Common Stock of the Company,
par value $.01 per share.
(g) "Company" means Computer Products, Inc., a corporation
organized under the laws of the State of Florida, and any
successor thereto.
(h) "Deferred Stock" means Stock to be received, under an
award made pursuant to Section 8 hereof, at the end of a
specified deferral period.
(i) "Disability" means disability as determined under
procedures established by the Committee for purposes of the
Plan.
(j) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, or any successor statute
or statutes thereto.
(k) "Exchange Act Holder" means such officer or director or
10% beneficial owner of Common Stock subject to Section
16(b) of the Exchange Act.
(l) "Fair Market Value", unless otherwise required by any
applicable provision of the Code or any regulations issued
thereunder, means, as of any given date: (i) if the Common
Stock (as hereinafter defined) is listed on a national
securities exchange or quoted on the NASDAQ National Market
System, the closing price of the Common Stock on the last
preceding day on which the Common Stock was traded, as
reported on the composite tape or by NASDAQ/NMS System
Statistics, as the case may be; (ii) if the Common Stock is
not listed on a national securities exchange or quoted on
the NASDAQ National Market System, but is traded in the
over-the-counter market, the average of the bid and asked
prices for the Common Stock on the last preceding day for
which such quotations are reported by NASDAQ; and (iii) if
the fair market value of the Common Stock cannot be
determined pursuant to clause (i) or (ii) hereof, such price
as the Committee shall determine.
(m) "Formula Price Per Share" means 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.
(n) "Holder" means an eligible employee or prospective
employee of the Company or a Subsidiary who has received an
award under the Plan.
(o) "Incentive Stock Option" means any Stock Option
intended to be and designated as an "incentive stock option"
within the meaning of Section 422A of the Code.
(p) "Non-Qualified Stock Option" means any Stock Option
that is not an Incentive Stock Option.
(q) "Other Stock-Based Award" means an award under Section
9 hereof that is valued in whole or in part by reference to,
or is otherwise based upon, Common Stock.
(r) "Plan" means this Computer Products, Inc. 1990
Performance Equity Plan, as hereinafter amended from time to
time.
(s) "Restricted Stock" means Common Stock, received under
an award made pursuant to Section 7 hereof, that is subject
to restrictions under said Section 7.
(t) "SAR Value" means the excess of the Fair Market Value
of one share of Common Stock over the exercise price per
share specified in a related Stock Option in the case of a
Stock Appreciation Right granted in tandem with a Stock
Option and the Stock Appreciation Right price per share in
the case of a Stock Appreciation Right awarded on a free
standing basis multiplied by the number of shares in respect
of which the Stock Appreciation Right shall be exercised, on
the date of exercise.
(u) "Stock Appreciation Right" means the right, pursuant to
an award granted under Section 6 hereof, to recover an
amount equal to the SAR Value.
(v) "Stock Option" or "Option" means any Non-Qualified
Stock Option or Incentive Stock Option to purchase shares of
Stock which is awarded pursuant to the Plan.
(w) "Subsidiary" means any present or future subsidiary
corporation of the Company, as such term is defined in
Section 425(f) of the Code.
Section 2. Administration.
2.1. Committee Membership. The Plan shall be
---------------------
administered by the Committee, the membership of which shall
be at all times constituted so as to not adversely affect
the compliance of the Plan with the requirements of Rule
16b-3 under the Exchange Act or with the requirements of any
other applicable law, rule or regulation.
2.2. Powers of Committee . The Committee shall have
-------------------
full authority to award, pursuant to the terms of the Plan,
to eligible employees and prospective employees described
under Section 4 hereof: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, (iv) Deferred
Stock, and/or (v) Other Stock-Based Awards. For purposes of
illustration and not of limitation, the Committee shall have
the authority (subject to the express provisions of this
Plan):
(a) to select the eligible employees and prospective
employees to whom Stock Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock and/or Other Stock-Based
Awards may from time to time be awarded hereunder;
(b) to determine the Incentive Stock Options, Non-Qualified
Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock and/or Other Stock-Based Awards, or any
combination thereof, if any, to be awarded hereunder to one
or more eligible employees;
(c) to determine the number of shares to be covered by each
award granted hereunder;
(d) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award hereunder
(including, but not limited to, share price, any
restrictions or limitations, and any vesting, exchange,
surrender, cancellation, acceleration, termination, exercise
or forfeiture provisions, as the Committee shall determine);
(e) to determine any specified performance goals or such
other factors or criteria which need to be attained for the
vesting of an award granted hereunder;
(f) to determine the terms and conditions under which
awards hereunder are to operate on a tandem basis and/or in
conjunction with or apart from other equity awarded under
this Plan and cash awards made by the Company or any
Subsidiary outside of this Plan;
(g) to determine the extent and circumstances under which
Common Stock and other amounts payable with respect to an
award hereunder shall be deferred, which may be either
automatic or at the election of the Holder; and
(h) to substitute (A) new Stock Options for previously
granted Stock Options, which previously granted Stock
Options have higher option exercise prices and/or contain
other less favorable terms, and (B) new awards of any other
type for previously granted awards of the same or other
type, which previously granted awards are upon less
favorable terms.
2.3. Interpretation of Plan . Subject to Section 11
----------------------
hereof, the Committee shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time,
deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and to determine
the form and substance of all Agreements relating thereto),
and to otherwise supervise the administration of the Plan.
Anything in the Plan to the contrary notwithstanding, no
term of the Plan relating to Incentive Stock Options or any
Agreement providing for Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to
disqualify the Plan under Section 422A of the Code, or,
without the consent of the Holder(s) affected, to disqualify
any Incentive Stock Option under such Section 422A.
Subject to Section 11 hereof, all decisions made by the
Committee pursuant to the provisions of the Plan shall be
made in the Committee's sole discretion and shall be final
and binding upon all persons, including the Company, its
Subsidiaries and the Holders.
Section 3. Common Stock Subject to Plan.
3.1. Number of Shares. The total number of shares of
----------------
Common Stock reserved and available for distribution under
the Plan shall be 4,450,000 shares. If any shares of Common
Stock that are subject to a Stock Option or Stock
Appreciation Right cease to be subject to such Option or
Stock Appreciation Right, or if any shares that are subject
to a Restricted Stock or Deferred Stock award or Other
Stock-Based Award granted hereunder are forfeited or any
such award otherwise terminates without a payment being made
to the Holder in the form of Common Stock, such shares shall
again be available for distribution in connection with
future grants and awards under the Plan. The number of
shares of Common Stock deemed to be issued under the Plan
upon the exercise of an Option or Other Stock-Based Award in
the nature of a stock purchase right shall be reduced by the
number of shares of Common Stock surrendered by the Holder
in payment of the exercise or purchase price of the award
and withholding taxes thereon.
3.2. Character of Shares. Shares of Common Stock
--------------------
under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares.
3.3. Adjustment Upon Changes in Capitalization, Etc.
-----------------------------------------------
In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Holder or a regular cash
dividend), stock split, reverse stock split, or other change
in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in
the number and exercise price of shares subject to
outstanding Options, in the number of shares and Stock
Appreciation Right price relating to Stock Appreciation
Rights, and in the number of shares subject to, and related
terms of, other outstanding awards (including but not
limited to awards of Restricted Stock, Deferred Stock and
Other Stock-Based Awards) as may be determined to be
appropriate by the Committee in order to prevent dilution or
enlargement of each Holder's rights, provided that the
number of shares subject to any award shall always be a
whole number.
Section 4. Eligibility.
4.1. General. Awards under the Plan may be made to
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(i) officers and other key employees of the Company or any
Subsidiary (including officers and key employees serving as
directors of the Company) who are at the time of the grant
of an award under this Plan regularly employed by the
Company or any Subsidiary; and (ii) prospective employees of
the Company or its Subsidiaries. The exercise of any Stock
Option and the vesting of any award hereunder granted to a
prospective employee shall be conditioned upon such person
becoming an employee of the Company or a Subsidiary. The
term "prospective employee" shall mean any person who holds
an outstanding offer of regular employment on specific terms
from the Company or a Subsidiary.
4.2. Ineligibility for Awards . No person designated
------------------------
by the Board to serve on the Committee, effective at such
future time so that he qualifies as a disinterested person,
shall be eligible to receive any awards under the Plan
during the period from the date such designation is made to
the date such designation becomes effective.
Notwithstanding Section 4.1 hereof, no member of the
Committee, while serving as such, shall be eligible to
receive an award under the Plan.
Section 5. Stock Options.
5.1. Grant and Exercise. Stock Options granted under
------------------
the Plan may be of two types: (i) Incentive Stock Options
and (ii) Non-Qualified Stock Options. Any Stock Option
granted under the Plan shall contain such terms, not
inconsistent with this Plan, as the Committee may from time
to time approve. The Committee shall have the authority to
grant to any Holder hereof Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options
(in each case with or without Stock Appreciation Rights) and
may be granted alone, in tandem with or in addition to other
awards under the Plan. To the extent that any Stock Option
(or portion thereof) does not qualify as an Incentive Stock
Option, it shall constitute a separate Non-Qualified Stock
Option. Unless granted in substitution for another
outstanding award, Options shall be granted for no
consideration other than services.
5.2. Terms and Conditions. Stock Options granted
---------------------
under the Plan shall be subject to the following terms and
conditions:
(a) Exercise Price. The exercise price per share of Common
--------------
Stock purchasable under a Stock Option shall be determined
by the Committee at the time of grant but shall be not less
than 100% of the Fair Market Value of the Common Stock at
the time of grant (110%, in the case of an Incentive Stock
Option granted to a Holder ("10% Stockholder") who, at the
time of grant, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the
Company or its parent (if any) or subsidiary corporations,
as those terms are defined in Sections 425(e) and (f) of the
Code).
(b) Option Term. The term of each Stock Option shall be
-----------
fixed by the Committee, but no Stock Option shall be
exercisable more than ten years (five years, in the case of
an Incentive Stock Option granted to a 10% Stockholder)
after the date on which the Option is granted.
(c) Exercisability. Stock Options shall be exercisable at
--------------
such time or times and subject to such terms and conditions
as shall be determined by the Committee. If the Committee
provides, in its discretion, that any Stock Option is
exercisable only in installments, the Committee may waive
such installment exercise provisions at any time at or after
the time of grant in whole or in part, based upon such
factors as the Committee shall determine.
(d) Method of Exercise. Subject to whatever installment,
------------------
exercise and waiting period provisions are applicable in a
particular case, Stock Options may be exercised in whole or
in part at any time during the term of the Option, by giving
written notice of exercise to the Company specifying the
number of shares of Common Stock to be purchased. Such
notice shall be accompanied by payment in full of the
purchase price, which shall be in cash or, unless otherwise
provided in the Agreement, in whole shares of Common Stock
which are already owned by the Holder of the Stock Option
or, unless otherwise provided in the Stock Option Agreement,
partly in cash and partly in such Common Stock. Cash
payments shall be made by wire transfer, certified or bank
check or personal check, in each case payable to the order
of the Company; provided, however, that the Company shall
not be required to deliver certificates for shares of Common
Stock with respect to which a Stock Option is exercised
until the Company has confirmed the receipt of good and
available funds in payment of the purchase price thereof.
Payments in the form of Common Stock (which shall be valued
at the Fair Market Value of a share of Common Stock on the
date of exercise) shall be made by delivery of stock
certificates in negotiable form which are effective to
transfer good and valid title thereto to the Company, free
of any liens or encumbrances. Subject to the terms of the
Agreement, the Committee may, in its sole discretion, at the
request of the Holder, deliver upon the exercise of a
Non-Qualified Stock Option a combination of shares of
Deferred Stock and Common Stock; provided that,
notwithstanding the provisions of Section 8 of the Plan,
such Deferred Stock shall be fully vested and not subject to
forfeiture. Except as otherwise expressly provided in this
Plan or in the Agreement, no Stock Option may be exercised
at any time unless the Holder thereof is then an employee of
the Company or of a Subsidiary. The Holder of a Stock
Option shall have none of the rights of a stockholder with
respect to the shares subject to the Stock Option until such
shares shall be transferred to the Holder upon the exercise
of the Stock Option.
(e) Buyout and Settlement Provisions. The Committee may at
--------------------------------
any time offer to buy out for cash or otherwise settle a
Stock Option previously granted, based upon such terms and
conditions as the Committee shall establish and communicate
to the Holder at the time that such offer is made, including
a settlement by exchange of a different award under the Plan
for the surrender of the Option.
Section 6. Stock Appreciation Rights.
6.1. Grant and Exercise . Stock Appreciation Rights
------------------
may be granted in tandem with ("Tandem Stock Appreciation
Right") or in conjunction with all or part of any Stock
Option granted under the Plan or may be granted on a
free-standing basis. In the case of a Non-Qualified Stock
Option, a Tandem Stock Appreciation Right may be granted
either at or after the time of the grant of such
Non-Qualified Stock Option. In the case of an Incentive
Stock Option, a Tandem Stock Appreciation Right may be
granted only at the time of the grant of such Incentive
Stock Option. Unless granted in substitution for another
outstanding award, Stock Appreciation Rights shall be
granted for no consideration other than services.
A Tandem Stock Appreciation Right shall terminate and shall
no longer be exercisable upon the termination or exercise of
the related Stock Option, except that, unless otherwise
determined by the Committee, a Tandem Stock Appreciation
Right granted with respect to less than the full number of
shares covered by a related Stock Option shall not be
reduced until after the number of shares remaining under the
related Stock Option equals the number of shares covered by
the Tandem Stock Appreciation Right.
A Tandem Stock Appreciation Right may be exercised by a
Holder, in accordance with Section 6.2 hereof, by
surrendering the applicable portion of the related Stock
Option. Upon such exercise and surrender, the Holder shall
be entitled to receive such amount in the form of payment
determined in the manner prescribed in Section 6.2 hereof.
Stock Options which have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent Tandem
Stock Appreciation Rights have been exercised.
6.2. Terms and Conditions. Stock Appreciation Rights
--------------------
shall be subject to the following terms and conditions:
(a) Exercisability. Tandem Stock Appreciation Rights shall
--------------
be exercisable only at such time or times and to the extent
that the Stock Options to which they relate shall be
exercisable in accordance with the provisions of Section 5
hereof and this Section 6, and may be subject to such
additional limitations on exercisability as shall be
determined by the Committee and set forth in the Agreement.
Other Stock Appreciation Rights shall be exercisable at
such time or times and subject to such terms and conditions
as shall be determined by the Committee and set forth in the
Agreement. Notwithstanding anything to the contrary
contained herein (including the provisions of Section 10.1
hereof), any Stock Appreciation Right granted to an Exchange
Act Holder to be settled wholly or partially in cash (i)
shall not be exercisable during the first six months of the
term of such Stock Appreciation Right, except that this
special limitation shall not apply in the event of death or
Disability of such Holder prior to the expiration of the
six-month period, and (ii) shall only be exercisable during
the period beginning on the third business day following the
date of release for publication of the Company of quarterly
or annual summary statements of sales and earnings and
ending on the twelfth business day following such date.
(b) Receipt of SAR Value. Upon the exercise of a Stock
---------------------
Appreciation Right, a Holder shall be entitled to receive up
to, but not more than, an amount in cash and/or shares of
Common Stock equal to the SAR Value with the Committee
having the right to determine the form of payment.
(c) Shares Affected Under Plan. Upon the exercise of a
---------------------------
Tandem Stock Appreciation Right, the Stock Option or part
thereof to which such Tandem Stock Appreciation Right is
related shall be deemed to have been exercised for the
purpose of the limitation set forth in Section 3 hereof on
the number of shares of Common Stock to be issued under the
Plan, but only to the extent of the number of shares, if
any, issued under the Tandem Stock Appreciation Right at the
time of exercise based upon the SAR Value.
(d) Limited Stock Appreciation Rights . The Committee may
---------------------------------
grant "Limited Stock Appreciation Rights" i.e., Stock
Appreciation Rights that become exercisable upon the
occurrence of one or more of the events which trigger a
Change of Control as defined in Section 10 hereof, and shall
be settled in an amount equal to the Formula Price Per
Share, subject to such other terms and conditions as the
Committee may specify; provided, however, if any Limited
Stock Appreciation Right is granted to an Exchange Act
Holder such Limited Stock Appreciation Right (i) shall only
be exercisable within sixty (60) days after the event
triggering the Change of Control; and (ii) may not be
exercised during the first six months after the date of
grant of such Limited Stock Appreciation Right (except in
the event of death or Disability of such Holder prior to the
expiration of the six-month period; and (iii) shall only be
exercisable in the event that the date of the Change of
Control was outside the control of such Holder; and (iv)
shall only be settled in cash in an amount equal to the
Formula Price Per Share.
Section 7. Restricted Stock.
7.1. Grant. Shares of Restricted Stock may be awarded
-----
either alone or in addition to other awards granted under
the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which, grants of
Restricted Stock will be awarded, the number of shares to be
awarded, the time or times within which such awards may be
subject to forfeiture (the "Restriction Period"), the
vesting schedule and rights to acceleration thereof, and all
other terms and conditions of the awards. Unless granted in
substitution for another outstanding award, Restricted Stock
shall be granted for no consideration other than services.
7.2. Terms and Conditions. Each Restricted Stock
---------------------
award shall be subject to the following terms and
conditions:
(a) Certificates. Restricted Stock, when issued, will be
------------
represented by a stock certificate or certificates
registered in the name of the Holder to whom such Restricted
Stock shall have been awarded. During the Restriction
Period, certificates representing the Restricted Stock and
any securities constituting Retained Distributions (as
hereinafter defined) shall bear a restrictive legend to the
effect that ownership of the Restricted Stock (and such
Retained Distributions), and the enjoyment of all rights
appurtenant thereto, are subject to the restrictions, terms
and conditions provided in the Plan and the Agreement. Such
certificates shall be deposited by the Holder with the
Company, together with stock powers or other instruments of
assignment, each endorsed in blank, which will permit
transfer to the Company of all or any portion of the
Restricted Stock and any securities constituting Retained
Distributions that shall be forfeited or that shall not
become vested in accordance with the Plan and the Agreement.
(b) Rights of Holder . Restricted Stock shall constitute
----------------
issued and outstanding shares of Common Stock for all
corporate purposes. The Holder will have the right to vote
such Restricted Stock, to receive and retain all regular
cash dividends and other cash equivalent distributions as
the Board may in its sole discretion designate, pay or
distribute on such Restricted Stock and to exercise all
other rights, powers and privileges of a Holder of Common
Stock with respect to such Restricted Stock, with the
exceptions that (A) the Holder will not be entitled to
delivery of the stock certificate or certificates
representing such Restricted Stock until the Restriction
Period shall have expired and unless all other vesting
requirements with respect thereto shall have been fulfilled;
(B) the Company will retain custody of the stock certificate
or certificates representing the Restricted Stock during the
Restriction Period; (C) other than regular cash dividends
and other cash equivalent distributions as the Board may in
its sole discretion designate, pay or distribute, the
Company will retain custody of all distributions ("Retained
Distributions") made or declared with respect to the
Restricted Stock (and such Retained Distributions will be
subject to the same restrictions, terms and conditions as
are applicable to the Restricted Stock) until such time, if
ever, as the Restricted Stock with respect to which such
Retained Distributions shall have been made, paid or
declared shall have become vested and with respect to which
the Restriction Period shall have expired; and (D) a breach
by the Holder of any of the restrictions, terms or
conditions contained in this Plan or the Agreement or
otherwise established by the Committee with respect to any
Restricted Stock or Retained Distributions will cause a
forfeiture of such Restricted Stock and any Retained
Distributions with respect thereto.
(c) Vesting; Forfeiture . Upon the expiration of the
-------------------
Restriction Period with respect to each award of Restricted
Stock and the satisfaction of any other applicable
restrictions, terms and conditions (A) such Restricted Stock
shall become vested in accordance with the terms of the
Agreement, and (B) any Retained Distributions with respect
to such Restricted Stock shall become vested to the extent
that the Restricted Stock related thereto shall have become
vested. Any such Restricted Stock and Retained
Distributions that do not vest shall be forfeited to the
Company and the Holder shall not thereafter have any rights
with respect to such Restricted Stock and Retained
Distributions that shall have been so forfeited.
Section 8. Deferred Stock.
8.1. Grant. Shares of Deferred Stock may be awarded
-----
either alone or in addition to other awards granted under
the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which, grants of
Deferred Stock shall be awarded, the number of shares of
Deferred Stock to be awarded, the duration of the period
(the "Deferral Period") during which, and the conditions
under which, receipt of the shares will be deferred, and all
the other terms and conditions of the awards. Unless
granted in substitution for an outstanding award or upon
exercise of an Option, Deferred Stock shall be issued for no
consideration other than services.
8.2. Terms and Conditions. Each Deferred Stock award
--------------------
shall be subject to the following terms and conditions:
(a) Certificates. At the expiration of the Deferral Period
------------
(or the additional Deferral Period referred to in Section
8.2(d) hereof ("Additional Deferral Period", where
applicable), share certificates shall be delivered to the
Holder, or his legal representative, representing the number
of the shares equal to the number covered by the Deferred
Stock award.
(b) Dividends. As determined by the Committee, amounts
---------
equal to any dividends declared during the Deferral Period
(or the Additional Deferral Period, where applicable) with
respect to the number of shares covered by a Deferred Stock
award may be paid to the Holder currently or deferred and
deemed to be reinvested in additional Deferred Stock.
(c) Vesting; Forfeiture . Upon the expiration of the
-------------------
Deferral Period (or the Additional Deferral Period, where
applicable) with respect to each award of Deferred Stock and
the satisfaction of any other applicable limitations, terms
or conditions, such Deferred Stock shall become vested in
accordance with the terms of the Agreement. Any Deferred
Stock that does not vest shall be forfeited to the Company
and the Holder shall not thereafter have any rights with
respect to such Deferred Stock that has been so forfeited.
(d) Additional Deferral Period. A Holder may request to,
--------------------------
and the Committee may in its sole discretion at any time,
defer the receipt of an award (or an installment of an
award) for an additional specified period or until a
specified event (the "Additional Deferral Period"). Subject
to any exceptions adopted by the Committee, such request
must generally be made at least one year prior to expiration
of the Deferral Period for such Deferred Stock award (or
such installment).
Section 9. Other Stock-Based Awards.
9.1. Grant and Exercise. Other Stock-Based Awards may
------------------
be awarded, subject to limitations under applicable law,
that are denominated or payable in, valued in whole or in
part by reference to, or otherwise based on, or related to,
shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without
limitation, purchase rights, shares of Common Stock awarded
which are not subject to any restrictions or conditions,
convertible or exchangeable debentures, or other rights
convertible into shares of Common Stock and awards valued by
reference to the value of securities of or the performance
of specified Subsidiaries. Other Stock-Based Awards may be
awarded either alone or in addition to or in tandem with any
other awards under this Plan or any other plan of the
Company.
The Committee shall determine the eligible persons to whom
and the time or times at which grants of such awards shall
be made, the number of shares of Common Stock to be awarded
pursuant to such awards, and all other terms and conditions
of the awards. Notwithstanding the foregoing, except to the
extent that an Other Stock-Based Award is granted in
substitution for another outstanding award or is delivered
upon exercise of an Option, the amount of consideration to
be required to be received by the Company shall be either no
consideration (other than services) or, in the case of an
Other Stock-Based Award in the nature of a purchase right,
an amount equal to or greater than 50% of the Fair Market
Value of the shares to which the award relates on the date
of grant of such award.
9.2. Terms and Conditions. Each Other Stock-Based
---------------------
Award shall be subject to the following terms and
conditions:
(a) Dividends. The Holder of an Other Stock-Based Award
---------
shall be entitled to receive, currently or on a deferred
basis, dividends or dividend equivalents with respect to the
number of shares covered by the award, as determined by the
Committee. The Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional
Common Stock.
(b) Vesting; Forfeiture. Any Other Stock-Based Award and
-------------------
any Common Stock covered by an Other Stock-Based Award shall
vest or be forfeited to the extent so provided in the
Agreement.
Section 10. Acceleration.
10.1. Acceleration Upon Change of Control. Unless the
-----------------------------------
award Agreement provides otherwise or unless the Holder
waives the application of this Section 10.1 prior to a
Change of Control (as hereinafter defined), in the event of
a Change of Control:
(a) Each outstanding Stock Option, Stock Appreciation Right
and Limited Stock Appreciation Right granted under the Plan
shall immediately become exercisable in full notwithstanding
the vesting or exercise provisions contained in the
Agreement; and
(b) All restrictions and deferral limitations related to
awards of Restricted Stock, Deferred Stock and Other
Stock-Based Awards, shall be deemed to have expired and all
such awards and any related Retained Distributions shall
become vested.
10.2. 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 business 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 such 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 either were
directors at the beginning of the period or whose election
or nomination for election by the stockholders was
previously so approved, cease for any reason to constitute a
majority thereof.
10.3. General Waiver by Committee. The Committee may,
---------------------------
after grant of an award, accelerate the vesting of all or
any part of any Stock Option, Deferred Stock, Restricted
Stock or any Other Stock-Based Award and/or waive any
limitations or restrictions, if any, for all or any part of
an award.
10.4. Acceleration Upon Termination of Employment. In
-------------------------------------------
the case of a Holder whose employment with the Company or a
Subsidiary is involuntarily terminated for any reason (other
than for cause), the Committee may accelerate the vesting of
all or any part of any award and/or waive in whole or in
part any or all of the remaining deferral limitations or
restrictions imposed hereunder or pursuant to the Agreement.
Section 11. Amendments and Termination.
11.1. Amendments to Plan. The Board may at any time,
------------------
and from time to time, amend any of the provisions of the
Plan, and may at any time suspend or terminate the Plan;
provided, however, that no such amendment shall be effective
unless and until it has been duly approved by the
stockholders of the outstanding shares of Common Stock if
(a) it increases the aggregate number of shares of Common
Stock which are available pursuant to the Plan, (except as
provided in Section 3 hereof) or (b) the failure to obtain
such approval would adversely affect the compliance of the
Plan with the requirements of Rule 16b-3 under the Exchange
Act, or with the requirements of any other applicable law,
rule or regulation.
11.2. Amendments to Individual Awards. The Committee
-------------------------------
may amend the terms of any award granted under the Plan;
provided, however, that subject to Section 3 hereof, no such
amendment may be made by the Committee which in any material
respect impairs the rights of the Holder without the
Holder's consent.
Section 12. Term of Plan.
12.1. Effective Date. The Plan shall be effective as
--------------
of August 29, 1990 ("Effective Date"), subject to the
approval of the Plan by the stockholders of the Company
within one year after the Effective Date. Any awards
granted under the Plan prior to such approval shall be
effective when made (unless otherwise specified by the
Committee at the time of grant), but shall be conditioned
upon, and subject to, such approval of the Plan by the
Company's stockholders (and no awards shall vest or
otherwise become free of restrictions prior to such
approval).
12.2. Termination Date . No award shall be granted
----------------
pursuant to the Plan on or after the tenth anniversary of
the Effective Date, but awards granted prior to such tenth
anniversary may extend beyond that date. The Plan shall
terminate at such time as no further awards may be granted
and all awards granted under the Plan are no longer
outstanding.
Section 13. General Provisions.
13.1. Investment Representations. The Committee may
--------------------------
require each person acquiring shares of Common Stock
pursuant to an award under the Plan to represent to and
agree with the Company in writing that the Holder is
acquiring the shares for investment without a view to
distribution thereof.
13.2. Additional Incentive Arrangements . Nothing
----------------------------------
contained in the Plan shall prevent the Board from adopting
such other or additional incentive arrangements as it may
deem desirable, including, but not limited to, the granting
of stock options and the awarding of stock and cash
otherwise than under the Plan; and such arrangements may be
either generally applicable or applicable only in specific
cases.
13.3. No Right of Employment. Nothing contained in
-----------------------
the Plan or in any award hereunder shall be deemed to confer
upon any employee of the Company or any Subsidiary any right
to continued employment with the Company or any Subsidiary,
nor shall it interfere in any way with the right of the
Company or any Subsidiary to terminate the employment of any
of its employees at any time.
13.4. Withholding Taxes. Not later than the date as
-----------------
of which an amount first becomes includible in the gross
income of the Holder for Federal income tax purposes with
respect to any award under the Plan, the Holder shall pay to
the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal, state and
local taxes of any kind required by law to be withheld or
paid with respect to such amount. If permitted by the
Committee, tax withholding or payment obligations may be
settled with Common Stock, including Common Stock that is
part of the award that gives rise to the withholding
requirement. The obligations of the Company under the Plan
shall be conditional upon such payment or arrangements and
the Company or the Holder's employer (if not the Company)
shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise
due to the Holder from the Company or any Subsidiary.
13.5. Governing Law. The Plan and all awards made and
-------------
actions taken thereunder shall be governed by and construed
in accordance with the laws of the State of Florida (without
regard to choice of law provisions).
13.6. Other Benefit Plans . Any award granted under
-------------------
the Plan shall not be deemed compensation for purposes of
computing benefits under any retirement plan of the Company
or any Subsidiary and shall not affect any benefits under
any other benefit plan now or subsequently in effect under
which the availability or amount of benefits is related to
the level of compensation (unless required by specific
reference in any such other plan to awards under this Plan).
13.7. Employee Status . A leave of absence, unless
---------------
otherwise determined by the Committee prior to the
commencement thereof, shall not be considered a termination
of employment. Any awards granted under the Plan shall not
be affected by any change of employment, so long as the
Holder continues to be an employee of the Company or any
Subsidiary.
13.8. Non-Transferability. Other than the transfer of
-------------------
a Stock Option, Stock Appreciation Right or other award by
will or by the laws of descent and distribution, no award
under the Plan may be alienated, sold, assigned,
hypothecated, pledged, exchanged, transferred, encumbered or
charged, and any attempt to alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge
the same shall be void. No right or benefit hereunder shall
in any manner be liable for or subject to the debts,
contracts, liabilities or torts of the person entitled to
such benefit. Any Stock Option, Stock Appreciation Right or
other award granted under this Plan is only exercisable
during the lifetime of the Holder by the Holder or by his
guardian or legal representative.
13.9. Applicable Laws. The obligations of the Company
---------------
with respect to all awards under the Plan shall be subject
to (i) all applicable laws, rules and regulations and such
approvals by any governmental agencies as may be required,
including, without limitation, the effectiveness of a
registration statement under the Securities Act of 1933, as
amended, and (ii) the rules and regulations of any
securities exchange on which the Common Stock may be listed
or the NASDAQ National Market System if the Common Stock is
designated for quotation thereon.
13.10. Conflicts. If any of the terms or provisions
---------
of the Plan conflict with the requirements of Rule 16b-3
under the Exchange Act, or with the requirements of any
other applicable law, rule or regulation, and/or with
respect to Incentive Stock Options, Section 422A of the
Code, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the
requirements of said Rule 16b-3, and/or with respect to
Incentive Stock Options, Section 422A of the Code. With
respect to Incentive Stock Options, if this Plan does not
contain any provision required to be included herein under
Section 422A of the Code, such provision shall be deemed to
be incorporated herein with the same force and effect as if
such provision had been set out at length herein.
13.11. Written Agreements. Each award granted under
------------------
the Plan shall be confirmed by, and shall be subject to the
terms of the Agreement executed by the Company and the
Holder. The Committee may terminate any award made under
the Plan if the Agreement relating thereto is not executed
and returned to the Company within 60 days after the
Agreement has been delivered to the Holder for his or her
execution.
13.12. Consideration For Common Stock. The Committee
------------------------------
may not grant any awards under the Plan pursuant to which
the Company will be required to issue any shares of Common
Stock unless the Company will receive consideration for the
shares of Common Stock sufficient under the laws of the
State of Florida so that such shares of Common Stock will be
fully paid and non-assessable when issued.
13.13. Common Stock Certificates. Notwithstanding
--------------------------
anything to the contrary contained herein, whenever
certificates representing shares of Common Stock subject to
an award are required to be delivered pursuant to the terms
of the Plan, the Company may in lieu of such delivery
requirement comply with the provisions of Section 607.0626
of the Florida Business Corporation Act.
All certificates for shares of Common Stock delivered under
the Plan shall be subject to such stop-transfer orders and
other restrictions as the Committee may deem advisable under
the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, any applicable
Federal or state securities law, and any applicable
corporate law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.
13.14. Unfunded Status of Plan. The Plan is intended
-----------------------
to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to
a Holder by the Company, nothing contained herein shall give
any such Holder any rights that are greater than those of a
general creditor of the Company.
13.15 1991 Long Term Performance Plan. The Committee
-------------------------------
may authorize that Stock and/or Deferred Stock issued under
this Plan be awarded to participants in the Company's 1991
Long Term Performance Plan, made effective January 1, 1991.
Any such Stock or Deferred Stock shall be issued in
accordance with, and subject to the provisions of, this
Plan.
Exhibit 5.1
July 19, 1996
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 1,450,000
shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company relating to the Company's
1990 Performance Equity Plan (the "Plan").
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 Plan, will be
legally issued, fully paid and non-assessable when the
Company shall have received therefor the consideration
provided in the Plan (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,
/s/ Bert Sager
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, 1996
included or incorporated by reference in Computer Products,
Inc.'s Form 10-K for the year ended December 29, 1995.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
July 19, 1996.
