<PAGE> 1
REGISTRATION STATEMENT CONSISTS OF 20 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 4.
File No. 33-
-----
As filed with the Securities and Exchange Commission on May 6, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
COURIER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2502514
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
165 JACKSON STREET
LOWELL, MA 01852
(Address of Principal Executive Offices)
(508) 251-6000
(Registrant's Telephone Number)
COURIER CORPORATION
AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
(Full Title of the Plan)
--------------------
JAMES F. CONWAY III
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
COURIER CORPORATION
165 JACKSON STREET
LOWELL, MASSACHUSETTS 01852
(Name and Address of Agent for Service)
(508) 251-6000
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
With Copy to:
F. Beirne Lovely, Jr., P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================================
Title of Securities to be Proposed Maximum Proposed Maximum
Registered Amount to be Registered Offering Price Per Share Aggregate Offering Price Amount of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share 100,000 shares $18.75(2) $1,875,000 $646.55
==================================================================================================================================
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
Registrant's 1993 Stock Incentive Plan in the event of a stock dividend,
stock split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
of 1933, as amended (the "Securities Act"), solely for the purposes of
determining the aggregate offering price and the registration fee and is
based upon the average of the high and low prices of the Common Stock as
quoted on the National Association of Securities Dealers Automatic
Quotation/National Market System on April 30, 1996.
==================================================================================================================================
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
Pursuant to General Instruction E. of Form S-8, Courier Corporation (the
"Registrant") hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 33-76816) as previously filed with the
Securities and Exchange Commission on March 24, 1994 (the "Original Registration
Statement"). This Registration Statement is being filed to register an
additional 100,000 shares of the Registrant's Common Stock subject to issuance
under the Registrant's Amended and Restated 1993 Stock Incentive Plan.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar LLP, Boston, Massachusetts, counsel to the
Registrant. A professional corporation controlled by F. Beirne Lovely, Jr., the
Clerk of the Registrant, is a partner of Goodwin, Procter & Hoar LLP, which
receives compensation from the Registrant for rendering legal services.
Item 8. Exhibits.
---------
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
Exhibit
- -------
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the legality of
the securities being registered.
10.1 Courier Corporation 1993 Stock Incentive Plan.*
10.2 Amendment to the Courier Corporation 1993 Stock Incentive Plan.**
10.3 Amended and Restated Courier Corporation 1993 Stock Incentive Plan.
23.1 Consent of Independent Accountants, Coopers & Lybrand L.L.P.
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney (included in Part II of this Registration
Statement).
- --------
* Incorporated by reference to Exhibit 4A to the Courier Corporation Proxy
Statement for the Annual Meeting of Stockholders held on January 21, 1993.
** Incorporated by reference to Exhibit 10N-2 to the Courier Corporation
Annual Report on Form 10-K for the fiscal year ended September 25, 1993, filed
with the Securities and Exchange Commission on December 23, 1993.
1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lowell, the Commonwealth of Massachusetts, on this
30th day of April, 1996.
COURIER CORPORATION
By: /s/ James F. Conway III
-----------------------
JAMES F. CONWAY III
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
Each person whose signature appears below constitutes and appoints James F.
Conway III, Robert P. Story, Jr. and Peter M. Folger, and each of them, as her
or his true and lawful attorney-in-fact and agent, with full power of
substitution, for her or him and in her or his name, place and stead, in any and
all capacities to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or her or his substitute, may lawfully do or cause to
be done by virtue hereof.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James F. Conway III Chairman, President, and Chief April 30, 1996
- --------------------------------- Executive Officer
James F. Conway III
/s/ Robert P. Story, Jr. Senior Vice President and Chief April 30, 1996
- --------------------------------- Financial Officer
Robert P. Story, Jr.
/s/ Peter M. Folger Vice President and Chief April 30, 1996
- --------------------------------- Accounting Officer
Peter M. Folger
/s/ Edward J. Hoff
- --------------------------------- Director April 30, 1996
Edward J. Hoff
/s/ Arnold S. Lerner Director April 30, 1996
- ---------------------------------
Arnold S. Lerner
</TABLE>
2
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ George Q. Nichols Director April 30, 1996
- ---------------------------------
George Q. Nichols
/s/ Charles E. Otto Director April 30, 1996
- ---------------------------------
Charles E. Otto
/s/ W. Nicholas Thorndike Director April 30, 1996
- ---------------------------------
W. Nicholas Thorndike
/s/ Kathleen Foley Curley Director April 30, 1996
- ---------------------------------
Kathleen Foley Curley
/s/ Richard K. Donahue, Sr. Director April 30, 1996
- ---------------------------------
Richard K. Donahue, Sr.
</TABLE>
3
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ---------- ----------- --------
<S> <C> <C>
5.1 Opinion of Counsel, Goodwin, Procter & Hoar LLP, as to the legality
of the securities being registered. 7
10.1 Courier Corporation 1993 Stock Incentive Plan.* --
10.2 Amendment to the Courier Corporation 1993 Stock Incentive Plan.** --
10.3 Amended and Restated Courier Corporation 1993 Stock Incentive Plan. 10
23.1 Consent of Independent Accountants, Coopers & Lybrand L.L.P. 20
23.2 Consent of Counsel, Goodwin, Procter & Hoar LLP
(included in Exhibit 5.1 hereto). 7
24.1 Powers of Attorney (included in Part II of this Registration Statement). 3
- --------
<FN>
* Incorporated by reference to Exhibit 4A to the Courier Corporation Proxy
Statement for the Annual Meeting of Stockholders held on January 21, 1993.
** Incorporated by reference to Exhibit 10N-2 to the Courier Corporation
Annual Report on Form 10-K for the fiscal year ended September 25, 1993, filed
with the Securities and Exchange Commission on December 23, 1993.
</TABLE>
4
<PAGE> 1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617)570-1000
TELECOPIER(617)523-1231
May 3, 1996
Courier Corporation
165 Jackson Street
Lowell, Massachusetts 01852
Re: Courier Corporation
Registration on Form S-8 of Additional
Securities Under 1993 Stock Incentive Plan
------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 100,000 additional shares
(the "Shares") of Common Stock, par value $1 per share (the "Common Stock"), of
Courier Corporation (the "Company") which may be issued pursuant to the
Company's 1993 Stock Incentive Plan (the "Plan") following the approval of the
Amended and Restated Plan (the "Amendment") by the Board of Directors and the
stockholders of the Company.
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. We have examined the Plan and the Amendment; the
Articles of Organization and the By-laws of the Company, each as amended to
date; such records of the corporate proceedings of the Company as we deemed
material; the Registration Statement on Form S-8 under the Act relating to the
Shares (the "Registration Statement"); and such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, as amended, the Shares will be legally issued, fully
paid and non-assessable shares of the Company's Common Stock.
<PAGE> 2
GOODWIN, PROCTER & HOAR LLP
Courier Corporation
May 3, 1996
Page 2
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and to the use of our name therein.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
COURIER CORPORATION
AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of this Amended and Restated 1993 Stock Incentive Plan (the
"Plan") is to encourage key employees of Courier Corporation (the "Company") and
its Subsidiaries (as hereinafter defined) to continue their association with the
Company, by providing favorable opportunities for them to participate in the
ownership of the Company and in its future growth through the granting of stock,
stock options and other rights to compensation in amounts determined by the
value of the Company's stock. The term "Subsidiary" as used in the Plan means a
corporation of which the Company owns, directly or indirectly through an
unbroken chain of ownership, fifty percent (50%) or more of the total combined
voting power of all classes of stock.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation and Management Committee
(the "Committee") composed of at least three members of the Board of Directors
of the Company (the "Board"), and may include those members serving at any time
and from time to time as the Compensation Committee of the Board; provided,
however, that each member of the Committee shall be an "outside director" within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations promulgated thereunder, and a "disinterested
person" within the meaning of Rule 16b-3(c)(2)(i) of the Securities Exchange Act
of 1934 (the "Exchange Act"), or any successor definition under said Rule. In
the event that a vacancy occurs on account of the resignation of a member or the
removal of a member by vote of the Board, a successor member shall be appointed
by vote of the Board.
As to all key employees who are officers of the Company or a Subsidiary
within the meaning of Section 16(b) of the Exchange Act, the Committee shall
from time to time determine to whom options or other rights shall be granted
under the Plan, whether options granted shall be incentive stock options
("ISOs") or non-qualified stock options ("NSOs"), the terms of the options or
other rights, and the number of shares which may be granted under options. The
Committee shall report to the Board the names of individuals to whom stock,
options or other rights are to be granted, the number of shares covered and the
terms and conditions of each grant. As to other persons, the determinations
described in this paragraph may be made by the Committee or by the Board, as the
Board shall direct in its discretion, and references in the Plan to the
Committee shall be understood to refer to the Board in any such case.
The Committee shall select one of its members as Chairman and shall hold
meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend and rescind such rules
<PAGE> 2
and regulations as, in its option, may be advisable in the administration of the
Plan. All questions of interpretation and application of such rules and
regulations of the Plan and of options granted thereunder (the "Options"), and
of Common Stock transferred subject to restrictions under the Plan ("Restricted
Stock" or "Other Rights"), shall be subject to the determination of the
Committee, which shall be final and binding. The Plan shall be administered in
such a manner as to permit those Options granted hereunder and specially
designated under Section 5 to qualify as ISOs as described in Section 422 of the
Code.
3. STOCK SUBJECT TO THE PLAN
The total number of shares of stock which may be subject to Options and
Other Rights under the Plan shall be increased by 100,000 shares (the "Newly
Issued Shares") to an aggregate of 230,000 shares of the Company's Common Stock,
$1.00 par value per share (the "Common Stock"), from either authorized but
unissued shares or treasury shares; provided that not more than 20% of such
Newly Issued Shares shall be granted in the form of Restricted Stock. Shares of
Restricted Stock that fail to vest shall again become available for grant under
the terms of the Plan. Additionally, no more than 25,000 shares of Common Stock
may be granted to any one individual pursuant to Options in any calendar year.
The foregoing number of shares and percentage limitations shall be subject to
adjustment in accordance with the provisions of Section 10.
4. ELIGIBILITY
The individuals who shall be eligible for grant of Options and Other Rights
under the Plan shall be key employees and other individuals who render services
of special importance to the management, operation, or development of the
Company or a Subsidiary, and who have contributed or may be expected to
contribute materially to the success of the Company or a Subsidiary. The term
"Optionee," as used in the Plan, refers to any employee to whom an Option or
Other Right has been granted.
5. TERMS AND CONDITIONS OF OPTIONS
Every Option shall be evidenced by a written Stock Option Agreement in such
form as the Committee shall approve from time to time, specifying the number of
shares of Common Stock that may be purchased pursuant to the Option, the time or
times at which the Option shall become exercisable in whole or in part, whether
the Option is intended to be an ISO or an NSO, and such other terms and
conditions as the Committee shall approve, and containing or incorporating by
reference the following terms and conditions:
(a) DURATION. The duration of each Option shall be as specified by
the Committee in its discretion; provided, however, that no ISO shall expire
later than ten (10) years from its date of grant, and no ISO granted to an
employee who owns (directly or under the attribution rules of Section 424(d) of
the Code) stock possessing more than ten percent
2
<PAGE> 3
(10%) of the total combined voting power of all classes of stock of the Company
or any Subsidiary shall expire later than five (5) years from its date of grant.
(b) EXERCISE PRICE. The exercise price of each Option shall be at
least one hundred percent (100%) of the fair market value of the shares on the
date on which the Committee awards the Option, which shall be considered the
date of grant of the Option for purposes of fixing the price; provided that the
price with respect to an ISO granted to an employee who at the time of grant
owns (directly or under the attribution rules of Section 424(d) of the Code)
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or of any Subsidiary shall be at least one
hundred ten percent (110%) of the fair market value of the shares on the date of
grant of the ISO. For purposes of the Plan, except as may be otherwise
explicitly provided in the Plan or in any Stock Option Agreement, Restricted
Stock Agreement or similar document, the "fair market value" of a share of
Common Stock at any particular date shall be determined according to the
following rules: (i) if the Common Stock is at the time listed on any stock
exchange, then the fair market value shall be the mean between the lowest and
highest reported share prices of the Common Stock on the date in question on the
principal exchange on which the Common Stock is then listed, and if no reported
sale of Common Stock takes place on the date in question on the principal
exchange, then the reported closing price of the Common Stock on such date on
the principal exchange shall be determinative of fair market value; or (ii) if
the Common Stock is not at the time listed on a stock exchange but is admitted
to trading on the over-the-counter Nasdaq system, the fair market value shall be
the closing price of the Common Stock on the date in question in the
over-the-counter Nasdaq system; or (iii) if the Common Stock is not at the time
listed on a stock exchange or admitted to trading on the over-the-counter Nasdaq
system, the fair market value shall be determined in good faith by the Board,
which may take into consideration (1) the price paid for the Common Stock in the
most recent trade of a substantial number of shares known to the Board to have
occurred at arm's length between willing and knowledgeable investors, or (2) an
appraisal by an independent party, or (3) any other method of valuation
undertaken in good faith by the Board, or some or all of the above as the Board
shall in its discretion elect.
(c) METHOD OF EXERCISE. To the extent that it has become exercisable
under the terms of the Stock Option Agreement, an Option may be exercised from
time to time by written notice to the Secretary, Treasurer or Chief Financial
Officer of the Company stating the number of shares with respect to which the
Option is being exercised and accompanied by payment of the exercise price in
cash or check payable to the Company.
Alternatively, payment of the exercise price may be made, in whole or in
part, in shares of Common Stock owned by the Optionee; provided, however, that
the Optionee may not make payment in shares of Common Stock that he acquired
upon the earlier exercise of any ISO, unless he has held the shares until at
least two (2) years after the date the ISO was granted and at least one (1) year
after the date the ISO was exercised. If payment is made in whole or in part in
shares of Common Stock, then the Optionee shall deliver to the Company
certificates registered in his name representing a number of shares of Common
Stock legally
3
<PAGE> 4
and beneficially owned by him, fully vested and free of all liens, claims and
encumbrances of every kind and having a fair market value on the date of
delivery that is not greater than the exercise price, such certificates to be
duly endorsed, or accompanied by stock powers duly endorsed, by the record
holder of the shares represented by such certificates. If the exercise price
exceeds the fair market value of the shares for which certificates are
delivered, the Optionee shall also deliver cash or a check payable to the order
of the Company in an amount equal to the amount of that excess.
Options may be exercised by means of a "cashless exercise" procedure in
which a broker (i) transmits the option price to the Company in cash or
acceptable cash equivalents, either (1) against the Optionee's notice of
exercise and the Company's confirmation that it will deliver to the broker stock
certificates issued in the name of the broker for at least that number of shares
having fair market value equal to the option price, or (2) as the proceeds of a
margin loan to the Optionee; or (ii) agrees to pay the option price to the
Company in cash or acceptable cash equivalents upon the broker's receipt from
the Company of stock certificates issued in the name of the broker for at least
that number of shares having fair market value equal to the option price. The
Optionee's written notice of exercise of an Option pursuant to a "cashless
exercise" procedure must include the name and address of the broker involved, a
clear description of the procedure, and such other information or undertaking by
the broker as the Committee shall reasonably require.
At the time specified in an Optionee's notice of exercise, which shall not
be earlier than the fifteenth (15th) day after the date of the notice except as
may be mutually agreed, the Company shall, without issue or transfer tax to the
Optionee, deliver to him at the main office of the Company, or such other place
as shall be mutually acceptable, a certificate for the shares as to which his
Option is exercised. If the Optionee fails to pay for or to accept delivery of
all or any part of the number of shares specified in his notice upon tender of
delivery thereof, his right to exercise the Option with respect to those shares
shall be terminated, unless the Company otherwise agrees.
(d) NONASSIGNABILITY OF OPTIONS. No Option shall be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. During the life of an Optionee, the Option shall be exercisable
only by the Optionee.
(e) NOTICE OF ISO STOCK DISPOSITION. The Optionee must notify the
Company promptly in the event that the Optionee sells, transfers, exchanges or
otherwise disposes of any shares of Common Stock issued upon exercise of an ISO,
before the later of (i) the second anniversary of the date of grant of the ISO,
and (ii) the first anniversary of the date the shares were issued upon the
Optionee's exercise of the ISO.
(f) EFFECT OF CESSATION OF EMPLOYMENT. The Committee shall determine
in its discretion and specify in each Stock Option Agreement the effect, if any,
of the termination of the Optionee's employment upon the exercisability of the
Option.
4
<PAGE> 5
(g) NO RIGHTS AS STOCKHOLDER. An Optionee shall have no rights as a
stockholder with respect to any shares covered by an Option until the date of
issuance of a certificate to the Optionee for the shares. No adjustment shall be
made for dividends or other rights for which the record date is earlier than the
date the certificate is issued, other than as required or permitted pursuant to
Section 10.
6. RESTRICTED STOCK
The Committee may grant or award shares of Restricted Stock in respect of
such number of shares of Common Stock, and subject to such terms or conditions,
as it shall determine and specify in a Restricted Stock Agreement. The Committee
may not grant more than 20% of the Newly Issued Shares in the form of Restricted
Stock.
A holder of Restricted Stock shall have all of the rights of a stockholder
of the Company, including the right to vote the shares and the right to receive
any cash dividends, unless the Committee shall otherwise determine. Certificates
representing Restricted Stock shall be imprinted with a legend to the effect
that the shares represented may not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of except in accordance with the terms of the
Restricted Stock Agreement, and, if the Committee so determines the Optionee may
be required to deposit the certificates with an escrow agent designated by the
Committee, together with a stock power or other instrument or transfer
appropriately endorsed in blank.
7. SPECIAL BONUS GRANTS
In its discretion, the Committee may grant in connection with any NSO or
grant of Restricted Stock a special bonus in an amount not to exceed the lesser
of (i) the combined federal, state and local income tax liability incurred by
the Optionee as a consequence of his acquisition of stock pursuant to the
exercise of the NSO or the grant or vesting of the Restricted Stock, or (ii)
thirty percent (30%) of the imputed income realized by the Optionee on account
of such exercise or vesting. Any such special bonus shall be payable solely to
federal, state and local taxing authorities for the benefit of the Optionee at
such time or times as withholding payments of income tax may be required. In the
event that an NSO with respect to which a special bonus has been granted becomes
exercisable by the personal representative of the estate of the Optionee, or
that Restricted Stock with respect to which a special bonus has been granted
shall vest after the death of an Optionee, the bonus shall be payable to or for
the benefit of the estate in the same manner and to the same extent as it would
have been payable for the benefit of the Optionee had he survived to the date of
exercise or vesting. A special bonus may be granted simultaneously with a
related NSO or Restricted Stock grant or separately with respect to an
outstanding NSO or Restricted Stock granted at an earlier date.
5
<PAGE> 6
8. METHOD OF GRANTING OPTIONS AND OTHER RIGHTS
The grant of Options and Other Rights shall be made by action of the Board
at a meeting at which a quorum of its members is present, or by unanimous
written consent of all its members; provided, however, that if an individual to
whom a grant has been made fails to execute and deliver to the Committee a Stock
Option Agreement or Restricted Stock Agreement within ten (10) days after it is
submitted to him, the Option or Other Rights granted under the Agreement shall
be voidable by the Company at its election, without further notice to the
Optionee.
9. REQUIREMENTS OF LAW
The Company shall not be required to transfer any Restricted Stock or to
sell or issue any shares upon the exercise of any Option if the issuance of such
shares will result in a violation by the Optionee or the Company of any
provisions of any law, statute or regulation of any governmental authority.
Specifically, in connection with the Securities Act of 1933, as amended (the
"Securities Act"), upon the transfer of Restricted Stock or the exercise of any
Option the Company shall not be required to issue shares unless the Board has
received evidence satisfactory to it to the effect that the holder of the Option
or Other Right will not transfer such shares except pursuant to a registration
statement in effect under the Securities Act or unless an opinion of counsel
satisfactory to the Company has been received by the Company to the effect that
such registration is not required. Any determination in this connection by the
Board shall be conclusive. The Company shall not be obligated to take any other
affirmative action in order to cause the transfer of Restricted Stock or the
exercise of an Option to comply with any law or regulations of any governmental
authority, including without limitation, the Securities Act or applicable state
securities laws.
10. CHANGES IN CAPITAL STRUCTURE
In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Committee in the
number and kind of shares or other securities covered by outstanding Options and
Other Rights, and for which Options or Other Rights may be granted under the
Plan. Any such adjustment in outstanding Options or Other Rights shall be made
without change in the total price applicable to the unexercised portion of the
Option, but the price per share specified in each Stock Option Agreement or
Agreement as to Other Rights shall be correspondingly adjusted; provided,
however, that no adjustment shall be made with respect to an ISO that would
constitute a modification as defined in Section 424 of the Code. Any such
adjustment made by the Committee shall be conclusive and binding upon all
affected persons, including the Company and all Optionees.
6
<PAGE> 7
If while unexercised Options remain outstanding under the Plan the Company
merges or consolidates with one or more corporations (whether or not the Company
is the surviving corporation), or if the Company is liquidated or sells or
otherwise disposes of substantially all of its assets to another entity, then,
except as otherwise specifically provided to the contrary in an Optionee's Stock
Option Agreement, or Restricted Stock Agreement, the Committee, in its
discretion, shall amend the terms of all outstanding Options so that either:
(i) after the effective date of such merger, consolidation or
sale, as the case may be, each Optionee shall be entitled, upon
exercise of an Option, to receive in lieu of shares of Common
Stock the number and class of shares of such stock or other
securities to which he would have been entitled pursuant to the
terms of the merger, consolidation or sale if he had been the
holder of record of the number of shares of Common Stock as to
which the Option is being exercised, or shall be entitled to
receive from the successor entity a new stock option of
comparable value, or
(ii) all outstanding Options shall be canceled as of the
effective date of any such merger, consolidation, liquidation or
sale, provided that each Optionee shall have the right to
exercise his Option according to its terms during the period of
twenty (20) days ending on the day preceding the effective date
of such merger, consolidation, liquidation or sale; and in
addition to the foregoing, the Committee may in its discretion
amend the terms of an Option by canceling some or all of the
restrictions on its exercise, to permit its exercise pursuant to
this paragraph (ii) to a greater extent than that permitted on
its existing terms.
All adjustments to ISOs or assumptions of ISOs by any successor corporation
shall preserve their status as ISOs.
Except as expressly provided to the contrary in this Section 10, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options.
11. MISCELLANEOUS
(a) NONASSIGNABILITY OF OTHER RIGHTS. No Other Rights shall be
assignable or transferable by the Optionee except by will or the laws of descent
and distribution. During the life of the Optionee, Other Rights shall be
exercisable only by the Optionee.
(b) NO GUARANTEE OF EMPLOYMENT. Neither the Plan nor any Stock Option
Agreement shall give an employee the right to continue in the employment of the
Company or
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a Subsidiary, or give the Company or a Subsidiary the right to require an
employee to continue in employment.
(c) TAX WITHHOLDING. To the extent required by law, the Company shall
withhold or cause to be withheld income and other taxes with respect to any
income recognized by an Optionee by reason of the exercise or vesting of an
Option or Other Right, and as a condition to the receipt of any Option or Other
Right the Optionee shall agree that if the amount payable to him by the Company
and any Subsidiary in the ordinary course is insufficient to pay such taxes,
then he shall upon the request of the Company pay to the Company an amount
sufficient to satisfy its tax withholding obligations.
Without limiting the foregoing, the Committee may in its discretion permit
any Optionee's withholding obligation to be paid in whole or in part in the form
of shares of Common Stock, by withholding from the shares to be issued or by
accepting delivery from the Optionee of shares already owned by him. The fair
market value of the shares for such purposes shall be determined as set forth in
Section 5(b). An Optionee may not make any such payment in the form of shares of
Common Stock acquired upon the exercise of an ISO until the shares have been
held by him for at least two (2) years after the date the ISO was granted and at
least one (1) year after the date the ISO was exercised. If payment of
withholding taxes is made in whole or in part in shares of Common Stock, the
Optionee shall deliver to the Company certificates registered in his name
representing shares of Common Stock legally and beneficially owned by him, fully
vested and free of all liens, claims and encumbrances of every kind, duly
endorsed or accompanied by stock powers duly endorsed by the record holder of
the shares represented by such certificates.
(d) USE OF PROCEEDS. The proceeds from the sale of shares pursuant to
Options or Other Rights shall constitute general funds of the Company.
12. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN
The Plan was originally effective as of December 9, 1992. The amendments to
the Plan were effective as of November 27, 1995, following ratification by vote
of the shareholders of the Company no later than twelve (12) months after such
date. The Committee may grant Options and Other Rights under the Plan from time
to time until the close of business on December 8, 2002. The Board may at any
time amend the Plan, provided, however, that without approval of the Company's
stockholder's there shall be no: (i) increase in the total number of shares
covered by the Plan, except by operation of the provisions of Section 10; (ii)
change in the class of individuals eligible to receive Options or Other Rights;
(iii) reduction in the exercise price of any ISO or NQO; (iv) extension of the
latest date upon which any ISO may be exercised; or (v) material increase of the
obligations of the Company or rights of any Optionee under the Plan or any
Option or Other Rights granted pursuant to the Plan. No amendment shall
adversely affect outstanding Options or Other Rights without the consent of the
Optionee. The Plan may be terminated at any time by action
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of the Board, but any such termination will not terminate Options and Other
Rights then outstanding, without the consent of the Optionee.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Courier Corporation on Form S-8, to register an additional 100,000 shares of
Common Stock under the Company's Amended and Restated 1993 Stock Incentive Plan,
of our report dated November 9, 1995 on our audits of the financial statements
of Courier Corporation, included in the Company's Annual Report on Form 10-K for
the year ended September 30, 1995.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 1, 1996
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