AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
OCTOBER 21, 1996
REGISTRATION NO. 333-08539
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT
NO. 1
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
Crompton & Knowles Corporation
(Exact name of Corporation as Specified in Its Charter)
Massachusetts 04-1218720
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Station Place, Metro Center
Stamford, Connecticut 06902
(203) 353-5400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Corporation's Principal Executive Offices)
1993 Uniroyal Chemical Stock Option Plan
John T. Ferguson II
Vice President, General Counsel And Secretary
Crompton & Knowles Corporation
One Station Place, Metro Center
Stamford, Connecticut 06902
(203) 353-5400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities Be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered Per Share Offering
Price
Common Stock 1,744,928 ______ _____ (2)
$.10 par
value(1)
(1) Includes one attached Preferred Share Purchase Right per share of
common stock, par value $.10 per share (together, the "Common Stock") of
Crompton & Knowles Corporation (the "Corporation"). Also includes an
indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the 1993 Uniroyal Chemical
Stock Option Plan.
(2) All filing fees payable in connection with the registration of the
issuance of these securities were paid in connection with the filing of (a)
preliminary proxy materials on Schedule 14A of the Corporation on May 24,
1996, and (b) the Registrant's Form S-4 Registration Statement (333-08539)
on July 22, 1996.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Introductory Statement
Crompton & Knowles Corporation (the "Company" or the "Registrant")
hereby amends its Registration Statement on Form S-4 (No. 333-08539) (the
"Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8
("Amendment No. 1") with respect to up to 1,744,928 of the Registrant's
Common Shares, par value $.10 per share ("Common Shares"), issuable in
connection with the 1993 Uniroyal Chemical Stock Option Plan (the "Plan")
of Uniroyal Chemical Corporation ("Uniroyal"). All such Common Shares were
previously included in the Form S-4.
On August 21, 1996, Tiger Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Subcorp"), was merged with and
into Uniroyal (the "Merger") pursuant to an Agreement and Plan of Merger
dated April 30, 1996, among the Registrant, Subcorp and Uniroyal (the
"Merger Agreement"). As a result of the Merger, each outstanding share of
Uniroyal Common Stock (with certain specified exceptions) was converted
into Common Shares of the Registrant pursuant to the exchange ratio (the
"Exchange Ratio") set forth in the Merger Agreement. Also as a result of
the Merger, shares of Uniroyal Common Stock are no longer issuable upon the
exercise of options to purchase Uniroyal Common Stock ("Uniroyal Options")
pursuant to the Plan. Instead, participants in the Plan will receive in
lieu of Uniroyal Common Stock that number of Common Shares of the
Registrant equal to the number of shares of Uniroyal Common Stock issuable
immediately prior to the effective time of the Merger upon exercise of a
Uniroyal Option multiplied by the Exchange Ratio, with an exercise price
for such option equal to the exercise price which existed under the
corresponding Uniroyal Option divided by the Exchange Ratio.
This Amendment No. 1 to Registration No. 333-08539 relates only
to the Common Shares issuable pursuant to the Plan, and this
is the first Post-Effective Amendment to the S-4 filed with respect to
such shares.
Item 3. Incorporation of Documents By Reference
There are incorporated herein by reference the following documents of the
Corporation or the Plan filed with the Securities and Exchange Commission
(the "Commission"):
Annual Report of the Corporation on Form 10-K/A for the fiscal year
ended December 30, 1995 (which incorporates by reference certain portions
of the Corporation's 1995 Annual Report to Stockholders);
Quarterly Reports of the Corporation on Form 10-Q for the quarter ended
June 29, 1996, and on Form 10-Q/A for the quarter ended March 30, 1996;
Current Report of the Corporation on Form 8K dated August 21, 1996;
The description of the Corporation's Common Stock contained in any
report or document filed under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendment or report filed for the purpose
of updating such description; and
The description of the Corporation's Preferred Share Purchase Rights
(which are currently transferred with the Corporation's Common Stock)
contained in the Registration Statement of the Corporation on Exhibit 1 to
Form 8-A dated July 29, 1988.
All documents filed by the Corporation or the Plan pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of securities
made hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Expert and Counsel
John T. Ferguson II, Vice President, General Counsel and Secretary of
the Corporation, beneficially owns 174,852 shares of Common Stock.
Additional information concerning Mr. Ferguson is hereby incorporated
herein by reference to the Registration Statement on Form S-4 of the
Corporation (Registration No. 333-08539).
Item 6. Indemnification Of Directors And Officers
Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts (the "B.C.L.") sets forth conditions and limitations
governing the indemnification of officers, directors, and other persons of
the Corporation.
The Corporation's By-laws provide that the Corporation shall, to the
full extent permitted by law, indemnify each of its directors and officers
(including persons who serve at its request as directors, officers, or
trustees of another organization in which it has any interest, direct or
indirect, as a shareholder, creditor, or otherwise or who serve at its
request in any capacity with respect to any employee benefit plan) against
all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise, or as fines and penalties, and counsel fees,
reasonably incurred by him in connection with the defense or disposition
of any action, suit, or other proceeding, whether civil or criminal, in
which he may be involved or with which he may be threatened, while in
office or thereafter, by reason of his being or having been such a
director, officer, or trustee, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best
interests of the Corporation or, to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of
the participants or beneficiaries of such employee benefit plan; provided,
however, that as to any matter disposed of by a compromise payment by such
director or officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests
of the Corporation, after notice that it involves such indemnification: (a)
by a disinterested majority of the directors then in office; or (b) by a
majority of the disinterested directors then in office, provided that there
has been obtained an opinion in writing of independent legal counsel to the
effect that such director or officer appears to have acted in good faith
in the reasonable belief that his action was in the best interests of the
Corporation; or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class,
exclusive of any stock owned by any interested director of officer.
Expenses, including counsel fees, reasonably incurred by any director
or officer in connection with the defense or disposition of any such
action, suit, or other proceeding may be paid from time to time by the
Corporation, at the discretion of a majority of the disinterested directors
then in office, in advance of the final disposition thereof upon receipt
of an undertaking by such director or officer to repay the amount so paid
to the Corporation if it is ultimately determined that indemnification for
such expenses is not authorized pursuant to the By-laws, which undertaking
may be accepted without reference to the financial ability of such director
or officer to make repayment.
The Corporation's Restated Articles of Organization provide that a
director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that this shall not eliminate or limit the
liability of a director to the extent provided by applicable law (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
61 or 62 of the B.C.L. (such sections relate generally to the liability of
directors for authorizing distributions to shareholders at a time when the
Corporation is insolvent or bankrupt and the liability of directors for
approving loans to officers or directors of the Corporation which are not
repaid and which were not approved or ratified by a majority of
disinterested directors or shareholders), or (iv) for any transactions from
which the director derived an improper personal benefit. No amendment to
or repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
The Corporation has insurance to indemnify its directors and officers,
within the limits of the Corporation's insurance policies, for those
liabilities in respect of which such indemnification insurance is permitted
under the laws of the Commonwealth of Massachusetts.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this Registration Statement are listed on the Index to
the Exhibits on page II-7 of this Registration Statement which Index is
hereby incorporated by reference herein. The undersigned registrant
undertakes that it will submit the Plan and any amendments thereto to the
Internal Revenue Service in a timely manner and will make all changes
required by the Internal Revenue Service in order to qualify the Plan.
Item 9. Undertakings
(a) The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post- effective amendment
by those paragraphs is contained in periodic reports file by the
Corporation pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporate by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post- effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Corporation hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Corporation's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provision, or
otherwise, the Corporation has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid by
a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Stamford, State of Connecticut,
on the 16th day of October, 1996.
CROMPTON & KNOWLES CORPORATION
By: *
Vincent A. Calarco
Chairman, President And
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears
below constitutes and appoints Vincent A. Calarco and John T. Ferguson II,
and each of them, severally, as his/her attorney-in-fact and agent, with
full power of substitution and resubstitution, for him/her and in his/her
name, place, and stead, in any and all capacities, to sign any and all pre-
or post-effective amendments to this Registration Statement, and to file
the same with all exhibits hereto, and other documents with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, and
each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his/her substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 16, 1996.
SIGNATURE TITLE
*Vincent A. Calarco Chairman, President and Chief Executive
Officer(principal executive officer)
*Charles J. Marsden Vice President-Finance, Chief Financial
Officer and Director (principal
financial officer)
*Peter Barna Treasurer (principal accounting
officer)
*James A. Bitonti Director
*Robert A. Fox Director
*Roger L. Headrick Director
*Leo I. Higdon, Jr. Director
*Michael W. Huber Director
*C.A. Piccolo Director
*Patricia K. Woolf, Ph.D. Director
*By: /s/John T. Ferguson II Attorney-in-Fact
John T. Ferguson II<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4 1993 Uniroyal Chemical Stock Option Plan
5 Opinion of John T. Ferguson II dated October 18, 1996.
23.1 Consent of John T. Ferguson II (included in
Exhibit 5).
23.2 Consent of Independent Auditors, KPMG Peat
Marwick LLP, dated October 17, 1996.
24.1 Power of Attorney (included on signature
page of Registration Statement).
UCC INVESTORS HOLDING, INC.
1993 STOCK OPTION PLAN
Effective Date: January 1, 1993
UCC INVESTORS HOLDING, INC.
1993 STOCK OPTION PLAN
1. Purpose. The purpose of the Plan is to
provide additional incentive to those officers and key
employees of the Company and its Subsidiaries whose sub-
stantial contributions are essential to the continued
growth and success of the Company's business in order to
strengthen their commitment to the Company and its Sub-
sidiaries, to motivate such officers and employees to
faithfully and diligently perform their assigned respon-
sibilities and to attract and retain competent and dedi-
cated individuals whose efforts will result in the long-
term growth and profitability of the Company. An addi-
tional purpose of the Plan is to build a proprietary
interest among the Company's Non-Employee Directors and
thereby secure for the Company's stockholders the bene-
fits associated with common stock ownership by those who
will oversee the Company's future growth and success. To
accomplish such purposes, the Plan provides that the
Company may grant Incentive Stock Options, Nonqualified
Stock Options, or Stock Appreciation Rights.
2. Definitions. For purposes of this Plan:
(a) "Agreement" means the written agree-
ment evidencing the grant of an Option and Stock Appreci-
ation Rights, if applicable, and setting forth the terms
and conditions thereof.
(b) "Board" means the Board of Directors
of the Company.
(c) "Cause" means, unless otherwise de-
fined in the particular Agreement evidencing the grant of
an Option (i) the willful neglect or refusal to perform
the Optionee's duties or responsibilities or the willful
taking of actions which materially impair the Optionee's
ability to perform the Optionee's duties or responsibil-
ities which continues after being brought to the atten-
tion of the Optionee (other than any such failure result-
ing from the Optionee's incapacity due to physical or
mental illness) or (ii) the willful act or failure to act
by the Optionee which is materially injurious to the
Company or a Subsidiary which is brought to the attention
of the Optionee in writing not more than thirty (30) days
from the date of its discovery by the Company, a Subsid-
iary or the Board.
(d) "Change in Capitalization" means any
increase, reduction, or change or exchange of Shares for
a different number or kind of shares or other securities
of the Company by reason of a reclassification, recapi-
talization, merger, consolidation, reorganization, issu-
ance of warrants or rights, stock dividend, stock split
or reverse stock split, combination or exchange of
shares, repurchase of shares, change in corporate struc-
ture or otherwise.
(e) "Change in Control" means one of the
following events:
(i) any "person" (as defined in
Section 13(d) and 14(d) of the Exchange Act), other
than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of
the Company or any Subsidiary, or any corporation
owned, directly or indirectly, by the stockholders
of the Company, in substantially the same propor-
tions as their ownership of stock of the Company,
acquires "beneficial ownership" (as defined in Rule
13d-3 under the Exchange Act) of securities repre-
senting more than 50% of the combined voting power
of the Company (or, prior to a Public Offering, more
than 50% of the Company's outstanding Class A Common
Stock); or (ii) during any period of not more than
two consecutive years, individuals who at the begin-
ning of such period constitute the Board and any new
director (other than a director designated by a
person who has entered into an agreement with the
Company to effect a transaction described in subsec-
tions 2(e)(i), 2(e)(iii) or 2(e)(iv)) whose election
by the Board or nomination for election by the
Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning
of the period or whose election or nomination for
election was previously so approved, cease for any
reason to constitute a majority thereof; or (iii)
the stockholders of the Company approve a merger
other than (i) a merger which would result in the
voting securities of the Company outstanding immedi-
ately prior thereto continuing to represent (either
by remaining outstanding or by being converted into
voting securities of the surviving entity), in
combination with the ownership of any trustee or
other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary, at
least 50% of the combined voting power of all class-
es of stock of the Company or such surviving entity
outstanding immediately after such merger or (ii) a
merger effected to implement a recapitalization of
the Company (or similar transaction) in which no
person acquires more than 50% of the combined voting
power of the Company's then outstanding securities
(or, prior to a Public offering, more than 50% of
the Company's outstanding Class A Common stock); or
(iv) the stockholders of the Company approve a plan
of complete liquidation of the Company or a sale of
all or substantially all of the assets of the Compa-
ny.
(f) "Code" means the Internal Revenue
Code of 1986, as amended.
(g) "Committee" means a committee ap-
pointed by the Board to administer the Plan and to per-
form the functions set forth herein.
(h) "Company" means UCC Investors Hold-
ing, Inc., a Delaware corporation.
(i) "Disability" means the inability, due
to illness or injury, to engage in any gainful occupation
for which the individual is suited by education, training
or experience, which condition continues for at least six
(6) months.
(j) "Eligible" Employee" means any offi-
cer or other key employee of the Company or a Subsidiary
designated by the Committee as eligible to receive Op-
tions or Stock Appreciation Rights subject to the condi-
tions set forth herein.
(k) "Exchange" Act" means the Securities
Exchange Act of 1934, as amended.
(l) "Fair Market Value" means the fair
market value of the Shares as determined by the Committee
in its sole discretion; provided, however, that (A) if
the Shares are admitted to trading on a national securi-
ties exchange, Fair Market Value on any date shall be the
last sale price reported for the Shares on such exchange
on such date or on the last date preceding such date on
which a sale was reported, (B) if the Shares are admitted
to quotation on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or other
comparable quotation system and have been designated as a
National Market System ("NMS") security, Fair Market
Value on any date shall be the last sale price reported
for the Shares on such system on such date or on the last
day preceding such date on which a sale was reported, or
(C) if the Shares are admitted to quotation on NASDAQ and
have not been designated a NMS security, Fair Market
Value on any date shall be the average of the highest bid
and lowest asked prices of the Shares on such system on
such date.
(m) "Incentive Stock Option" means an
Option within the meaning of Section 422 of the Code.
(n) "Non-Employee Director" means a mem-
ber of the Board who is not an employee of the Company or
a Subsidiary.
(o) "Nonqualified Stock Option" means an
Option which is not an Incentive Stock Option.
(p) "Option" means an Incentive Stock
Option, a Nonqualified Stock Option, or either or both of
them, as the context requires,.
(q) "Optionee" means a person to whom an
Option has been granted under the Plan.
(r) "Parent" means any corporation in an
unbroken chain of corporations ending with the Company,
if each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting
power of all classes of stock of one of the other corpo-
rations in such chain.
(s) "Plan" means the UCC Investors Hold-
ing, Inc. 1993 Stock Option Plan, as amended from time to
time.
(t) "Public Offering" means the under-
written initial public offering of Shares by the Company.
(u) "Securities Act" means the Securities
Act of 1933, as amended.
(v) "Shares" means shares of the Class A
Common Stock or the Class B Common Stock, in each case
par value $.0l per share, of the Company (including any
new, additional or different stock or securities result-
ing from a Change in Capitalization), as the case may be.
(w) "Stock Appreciation Right" means a
right to receive all or some portion of the increase in
the value of Shares as provided in Section 7 hereof.
(x) "Subsidiary" means any corporation in
an unbroken chain of corporations, beginning with the
Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing
50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.
(y) "Ten-Percent Stockholder" means an
Eligible Employee, who, at the time an Incentive Stock
Option is to be granted to such Eligible Employee, owns
(within the meaning of Section 422(b)(6) of the Code)
stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the
Company, a Parent or a Subsidiary within the meaning of
Sections 422(e) and 422(f), respectively, of the Code.
3. Administration.
(a) The Plan shall be administered by the
Committee which shall hold meetings at such times as may
be necessary for the proper administration of the Plan.
The Committee shall keep minutes of its meetings. A
majority of the Committee shall constitute a quorum and a
majority of a quorum may authorize any action. Any
decision reduced to writing and signed by a majority of
the members of the Committee shall be fully effective as
if it had been made at a meeting duly held. No member of
the Committee shall be personally liable for any action,
determination or interpretation made in good faith with
respect to the Plan, Options, or Stock Appreciation
Rights, and all members of the Committee shall be fully
indemnified by the Company with respect to any such
action, determination or interpretation. The Company
shall pay all expenses incurred in the administration of
the Plan.
(b) Subject to the express terms and
conditions set forth herein, the Committee shall have the
power from time to time:
(i) to determine those Eligible
Employees to whom Options shall be granted under the
Plan and the number of Nonqualified Options, Stock
Appreciation Rights and/or Incentive Stock Options
to be granted to each Eligible Employee and to
prescribe the terms and conditions (which need not
be identical) of each Option and Stock Appreciation
Right, including the purchase price per share of
each Option;
(ii) to construe and interpret the
Plan and the Options and Stock Appreciation Rights
granted hereunder and to establish, amend and revoke
rules and regulations for the administration of the
Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any
inconsistency in the Plan or in any Agreement, in
the manner and to the extent it shall deem necessary
or advisable to make the Plan fully effective, and
all decisions and determinations by the Committee in
the exercise of this power shall be final and bind-
ing upon the Company or a Subsidiary, and the
Optionees, as the case may be;
(iii) to determine the duration and
purposes for leaves of absence which may be granted
to an Optionee without constituting a termination of
employment or service for purposes of the Plan; and
(iv) generally, to exercise such
powers and to perform such acts as are deemed neces-
sary or advisable to promote the best interests of
the Company with respect to the Plan.
4. Stock Subject to Plan.
(a) The maximum number of Shares that may
be issued or transferred pursuant to Options or Stock
Appreciation Rights is 1,500,000 (or the number and kind
of shares of stock or other securities which are substi-
tuted for those Shares or to which those Shares are ad-
justed upon a Change in Capitalization), and the Company
shall reserve for the purposes of the Plan, out of its
authorized but unissued Shares or out of Shares held in
the Company's treasury, or partly out of each, such num-
ber of Shares as shall be determined by the Board.
(b) Whenever any outstanding Option or
portion thereof expires, is cancelled or is otherwise
terminated (other than by exercise of the Option or any
related Stock Appreciation Right), the Shares allocable
to the unexercised portion of such Option may again be
the subject of Options and Stock Appreciation Rights
hereunder.
5. Eligibility. Subject to the provisions of
the Plan, the Committee shall have full and final author-
ity to select those Eligible Employees who will receive
Options and Stock Appreciation Rights.
6. Options. The Committee may grant Options
in accordance with the Plan, the terms and conditions of
which shall be set forth in an Agreement. Each Option
and Agreement shall be subject to the following condi-
tions:
(a) Purchase Price. The purchase price
or the manner in which the purchase price is to be deter-
mined for Shares under each Option shall be set forth in
the Agreement; provided, however, that the purchase price
per Share under the Option shall not be less than 100% of
the Fair Market Value of a Share at the time the Option
is granted in the case of an Incentive Stock Option (110%
of the Fair Market Value of a Share at the time the Op-
tion is granted in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder).
(b) Duration. Options granted hereunder
shall be for such term as the Committee shall determine,
provided that (i) no Incentive Stock Option shall be
exercisable after the expiration of ten (10) years from
the date it is granted (five (5) years in the case of an
Incentive Stock Option granted to a Ten-Percent Stock-
holder) and (ii) no Nonqualified Stock Option shall be
exercisable after the expiration of ten (10) years and
one (1) day from the date it is granted. The Committee
may, subsequent to the granting of any Option, extend the
term thereof but in no event shall the term as so extend-
ed exceed the maximum term provided for in the preceding
sentence.
(c) Non-transferability. No Option
granted hereunder shall be transferable by the Optionee
to whom granted otherwise than by will or the laws of de-
scent and distribution, and an Option may be exercised
during the lifetime of such Optionee only by the Optionee
or such Optionee's guardian or legal representative. The
terms of such Option shall be binding upon the beneficia-
ries, executors, administrators, heirs and successors of
the Optionee.
(d) Vesting. Subject to Section 6(e)
hereof, unless otherwise set forth in the Agreement, each
Option shall become exercisable as to 33-1/3 percent of
the Shares covered by the Option on the first anniversary
of the date the Option was granted and as to an addition-
al 33-1/3 percent of the Shares covered by the Option on
each of the following two (2) anniversaries of such date
of grant. To the extent not exercised, installments
shall accumulate and be exercisable, in whole or in part,
at any time after becoming exercisable, but not later
than the date the Option expires. The Committee may
accelerate the exercisability of any Option or portion
thereof at any time.
(e) Accelerated Vesting. Notwithstanding
the provisions of subsection (d) above, unless otherwise
set forth in the Agreement, each Option granted to an
Optionee shall become immediately exercisable in full
upon the first to occur of (i) a Change in Control or
(ii) the termination of the Optionee's employment by the
Company or a Subsidiary without Cause.
(f) Termination of Employment. Unless
otherwise set forth in the Agreement, in the event that
an Optionee ceases to be employed by the Company or any
Subsidiary, any outstanding Options held by such Optionee
shall, unless the Agreement evidencing such Option pro-
vides otherwise, terminate as follows:
(i) If the Optionee's termination of
employment is due to his death, Disability or re-
tirement, the Option (to the extent exercisable at
the time of the Optionee's termination of employ-
ment) shall be exercisable for a period of one (1)
year following such termination of employment, and
shall thereafter terminate;
(ii) if the Optionee's termination of
employment is by the Company or a Subsidiary for
Cause, the Option shall terminate on the date of the
Optionee's termination of employment; and
(iii) If the Optionee's termination of
employment is for any other reason (including an
Optionee's ceasing to be employed by a Subsidiary as
a result of the sale of such Subsidiary or an inter-
est in such Subsidiary), the Option (to the extent
exercisable at the time of the Optionee's termina-
tion of employment) shall be exercisable for a
period of ninety (90) days following such termina-
tion of employment, and shall thereafter terminate.
Notwithstanding the foregoing, the Committee
may provide, either at the time an Option is granted or
thereafter, that the Option may be exercised after the
periods provided for in this Section 6(f), but in no
event beyond the term of the Option.
(g) Method of Exercise. The exercise of
an Option shall be made only by a written notice deliv-
ered to the Secretary of the Company at the Company's
principal executive office, specifying the number of
Shares to be purchased and accompanied by payment there-
for and otherwise in accordance with the Agreement pursu-
ant to which the Option was granted. The purchase price
for any Shares purchased pursuant to the exercise of an
Option shall be paid in full upon such exercise in cash,
by check, or, at the discretion of the Committee and upon
such terms and conditions as the Committee shall approve,
by transferring Shares to the Company or by a cashless
exercise procedure. Any Shares transferred to the Compa-
ny as payment of the purchase price under an Option shall
be valued at their Fair Market Value on the day preceding
the date of exercise of such Option. If requested by the
Committee, the Optionee shall deliver the Agreement evi-
dencing the Option and the Agreement evidencing any re-
lated Stock Appreciation Right to the Secretary of the
Company who shall endorse thereon a notation of such
exercise and return such Agreement, to the Optionee. Not
less than 100 Shares may be purchased at any time upon
the exercise of an Option unless the number of Shares so
purchased constitutes the total number of Shares then
purchasable under the Option.
(h) Rights of Optionees. No Optionee
shall be deemed for any purpose to be the owner of any
Shares subject to any Option unless and until (i) the
Option shall have been exercised pursuant to the terms
thereof, (ii) the Company shall have issued and delivered
the Shares to the Optionee, and (iii) the Optionee's name
shall have been entered as a stockholder of record on the
books of the Company. Thereupon, the Optionee shall have
full voting, dividend and other ownership rights with
respect to such Shares.
7. Stock Appreciation Rights. The Committee
may, in its discretion in connection with the grant of an
Option, grant Stock Appreciation Rights in accordance
with the Plan, the terms and conditions of which shall be
set forth in an Agreement. A Stock Appreciation Right
shall cover the same shares covered by the Option (or
such lesser number of shares as the Committee may deter-
mine) and shall, except as provided in this Section 7, be
subject to the same terms and conditions as the related
option.
(a) Stock Appreciation Rights Related to
an Option.
(i) Time of Grant. A Stock Appreci-
ation Right may be granted either at the time of
grant, or at any time thereafter during the term of
the Option; provided, however, that Stock Apprecia-
tion Rights related to Incentive Stock Options may
only be granted at the time of grant of the Option.
(ii) Payment. A Stock Appreciation
Right shall entitle the holder thereof, upon exer-
cise of the Stock Appreciation Right or any portion
thereof, to receive payment of an amount computed
pursuant to Section 7(a)(iv).
(iii) Exercise. A Stock Appreciation
Right shall be exercisable at such time or times and
only to the extent that the related Option is exer-
cisable, and will not be transferable except to the
extent the related Option may be transferable. A
Stock Appreciation Right granted in connection with
an Incentive Stock Option shall be exercisable only
if the Fair Market Value of a Share on the date of
exercise exceeds the purchase price specified in the
related Incentive Stock Option.
(iv) Amount Payable. Upon the exer-
cise of a Stock Appreciation Right, the Optionee
shall be entitled to receive an amount determined by
multiplying (A) the excess of the Fair Market Value
of a Share on the date of exercise of such Stock
Appreciation Right over the per Share purchase price
under the related Option, by (B) the number of
Shares as to which such Stock Appreciation Right is
being exercised. Notwithstanding the foregoing, the
Committee may limit in any manner the amount payable
with respect to any Stock Appreciation Right by
including such a limit at the time it is granted.
(v) Treatment of Related Options and
Stock Appreciation Rights Upon Exercise. Upon the
exercise of a Stock Appreciation Right, the related
Option shall be cancelled to the extent of the
number of Shares as to which the Stock Appreciation
Right is exercised and upon the exercise of an
Option granted in connection with a Stock Apprecia-
tion Right, the Stock Appreciation Right shall be
cancelled to the extent of the number of Shares as
to which the Option is exercised or surrendered.
(b) Method of Exercise. Stock Apprecia-
tion Rights shall be exercised by an Optionee only by a
written notice delivered in person or by mail to the
Secretary of the Company at the Company's principal exec-
utive office, specifying the number of Shares with re-
spect to which the Stock Appreciation Right is being
exercised. If requested by the Committee, the Grantee
shall deliver the Agreement evidencing the Stock Appreci-
ation Right being exercised and the Agreement evidencing
any related Option to the Secretary of the Company who
shall endorse thereon a notation of such exercise and
return such Agreements to the Grantee.
(c) Form of Payment. Payment of the
amount determined under Sections 7(a)(iv), may be made
solely in whole Shares in a number determined based upon
their Fair Market Value on the date of exercise of the
Stock Appreciation Right or, alternatively, at the sole
discretion of the Committee, solely in cash, or in a
combination of cash and Shares as the Committee deems
advisable. In the event that a Stock Appreciation Right
is exercised within the sixty-day period following a
Change in Control, any amount payable shall be solely in
cash. If the Committee decides to make full payment in
Shares, and the amount payable results in a fractional
Share, payment for the fractional Share will be made in
cash. Notwithstanding the foregoing, to the extent re-
quired by Rule 16b-3 of the Exchange Act no payment in
the form of cash may be made upon the exercise of a Stock
Appreciation Right pursuant to Section 7(a)(iv) to an
officer of the Company or a Subsidiary who is subject to
Section 16(b) of the Exchange Act, unless the exercise of
such Stock Appreciation Right is made during the period
beginning on the third business day and ending on the
twelfth business day following the date of release for
publication of the Company's quarterly or annual state-
ments of earnings.
8. Loans.
(a) The Company or any Subsidiary may
make loans to an Optionee in connection with the exercise
of an Option, subject to the following terms and condi-
tions and such other terms and conditions not inconsis-
tent with the Plan including the rate of interest, if
any, as the Committee shall impose from time to time.
(b) No loan made under the Plan shall
exceed the sum of (i) the aggregate purchase price pay-
able pursuant to the Option with respect to which the
loan is made, plus (ii) the amount of the reasonably
estimated income taxes payable by the Optionee with re-
spect to the exercise of the Option reduced by (iii) the
aggregate par value of the Shares being acquired pursuant
to exercise of the Option. In no event may any such loan
exceed the Fair Market Value, at the date of exercise, of
the Shares received pursuant to such exercise.
(c) No loan shall have an initial term
exceeding ten (10) years; provided, that loans under the
Plan shall be renewable at the discretion of the Commit-
tee; and provided, further, that the indebtedness under
each loan shall become due and payable, as the case may
be, on a date no later than (i) one (1) year after termi-
nation of the Optionee's employment due to death, retire-
ment or Disability, or (ii) the date of termination of
the Optionee's employment for any reason other than
death, retirement or Disability.
(d) Loans under the Plan may be satisfied
by an Optionee, as determined by the Committee, in cash
or, with the consent of the Committee, in whole or in
part by the transfer to the Company of Shares whose Fair
Market Value on the date of such payment is equal to part
or all of the outstanding balance of such loan.
(e) A loan shall be secured by a pledge
of Shares with a Fair Market Value of not less than the
principal amount of the loan. After any repayment of a
loan, pledged Shares no longer required as security may
be released to the Optionee
(f) Every loan shall meet all applicable
laws, regulations and rules of the Federal Reserve Board
and any other governmental agency having jurisdiction.
9. Adjustment Upon Changes in Capitalization.
(a) In the event of a Change in Capital-
ization, the Committee shall conclusively determine the
appropriate adjustments, if any, to the maximum number
and class of shares of stock with respect to which Op-
tions and Stock Appreciation Rights may be granted under
the Plan, the number and class of shares of stock as to
which Options and Stock Appreciation Rights have been
granted under the Plan, and the purchase price therefor,
if applicable.
(b) Any such adjustment in the Shares or
other securities subject to outstanding Incentive Stock
Options (including any adjustments in the purchase price)
shall be made in such manner as not to constitute a modi-
fication as defined by Section 424(h)(3) of the Code and
only to the extent otherwise permitted by Sections 422
and 424 of the Code.
10. Non-Employee Director Options. Notwith-
standing any of the other provisions of the Plan to the
contrary, the provisions of this Section 10 shall apply
only to grants of Options to Non-Employee Directors.
Except as set forth in this Section 10, the other provi-
sions of the Plan shall apply to grants of Options to
Non-Employee Directors to the extent not inconsistent
with this Section. For purposes of interpreting Section
6 of the Plan, a Non-Employee Director's service as a
member of the Board shall be deemed to be employment with
the Company or its Subsidiaries.
(a) General. Non-Employee Directors
shall receive Non-Qualified Stock Options in accordance
with this Section 10 and may not be granted Stock Appre-
ciation Rights or Incentive Stock Options under this
Plan. The purchase price per Share purchasable under
Options granted to Non-Employee Directors shall be the
Fair Market Value of a Share on the date of grant. No
Agreement with any Non-Employee Director may alter the
provisions of this Section and no Option granted to a
Non-Employee Director may be subject to a discretionary
acceleration of exercisability.
(b) Initial Grant. On March 1, 1993 each
Non-Employee Director as of such date shall be granted
automatically, without action by the Committee, an Option
to purchase 10,000 Shares.
(c) Grants to New Non-Employee Directors.
Each Non-Employee Director who, after March 1, 1993, is
elected to the Board for the first time by the stockhold-
ers of the Company at any special or annual meeting of
stockholders, will, at the time such director is elected
and duly qualified, be granted automatically, without
action by the Committee, an Option to purchase 3,000
Shares.
(d) Grants to Continuing Directors. On
the date of each annual meeting of stockholders subse-
quent to January 1, 1994, each continuing Non-Employee
Director (i.e., a director not being elected by stock-
holders for the first time) will be granted automatical-
ly, without action by the Committee, an Option to pur-
chase 3,000 Shares.
(e) Vesting. Each Option shall be exer-
cisable as to 33-1/3 percent of the Shares covered by the
Option on the date the Option is granted and as to an
additional 33-1/3 percent of the Shares covered by the
Option on each of the following two anniversaries of such
date of grant; provided, however, that each Option shall
be immediately exercisable in full upon a Change in Con-
trol. To the extent not exercised, installments shall
accumulate and be exercisable, in whole or in part, at
any time after becoming exercisable, but not later than
the date the Option expires. Sections 6(d), 6(e) and
6(f) hereof shall not apply to Options granted to Non-
Employee Directors.
(f) Duration. Subject to the immediately
following sentence, each Option granted to a Non-Employee
Director shall be for a term of 10 years and 1 day. Upon
the cessation of a Non-Employee Director's membership on
the Board for any reason, Options granted to such Non-
Employee Director shall expire upon the earlier of (i)
three (3) years from the date of such cessation of Board
membership or (ii) expiration of the term of the Option.
The Committee may not provide for an extended exercise
period beyond the periods set forth in this Section
10(f).
11. Release of Financial Information. A copy
of the Company's annual report to stockholders shall be
delivered to each Optionee if and at the time any such
report is distributed to the Company's stockholders.
Upon request by any Optionee, the Company shall furnish
to such Optionee a copy of its most recent annual report
and each quarterly report and current report filed under
the Exchange Act since the end of the Company's prior
fiscal year.
12. Termination and Amendment of the Plan.
The Plan shall terminate on the day preceding the tenth
anniversary of its effective date, except with respect to
Options and Stock Appreciation Rights outstanding on such
date, and no Options or Stock Appreciation Rights may be
granted thereafter. The Board may sooner terminate or
amend the Plan at any time, and from time to time; pro-
vided, however, that, except as provided in Section 9
hereof, no amendment shall be effective unless approved
by the stockholders of the Company where stockholder
approval of such amendment is required (a) to comply with
Rule 16b-3 under the Exchange Act subsequent to the
registration of a class of equity securities of the
Company under Section 12 of the Exchange Act or (b) to
comply with any other law, regulation or stock exchange
rule. Notwithstanding anything in this Section 12 to the
contrary, subsequent to the registration of a class of
equity securities of the Company under Section 12 of the
Exchange Act, Section 10 shall not be amended more than
once in any six-month period, other than to comport with
changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules or regula-
tions thereunder.
Except as provided in Section 9 hereof, rights
and obligations under any Option granted before any
amendment of the Plan shall not be adversely altered or
impaired by such amendment, except with the consent of
the Optionee.
13. Non-Exclusivity of the Plan. The adoption
of the Plan by the Board shall not be construed as amend-
ing, modifying or rescinding any previously approved
incentive arrangement or as creating any limitations on
the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either ap-
plicable generally or only in specific cases.
14. Limitation of Liability. As illustrative
of the limitations of liability of the Company, but not
intended to be exhaustive thereof, nothing in the Plan
shall be construed to:
(a) give any person any right to be
granted an Option or Stock Appreciation Right other than
at the sole discretion of the Committee;
(b) give any person any rights whatsoever
with respect to Shares except as specifically provided in
the Plan;
(c) limit in any way the right of the
Company or its Subsidiaries to terminate the employment
of any person at any time; or
(d) be evidence of any agreement or un-
derstanding, expressed or implied, that the Company or
its Subsidiaries will employ any person in any particular
position, at any particular rate of compensation or for
any particular period of time.
15. Regulations and Other Approvals; Governing
Law.
(a) This Plan and the rights of all per-
sons claiming hereunder shall be construed and determined
in accordance with the laws of the State of Delaware
without giving effect to the choice of law principles
thereof.
(b) The obligation of the Company to sell
or deliver Shares with respect to Options granted under
the Plan shall be subject to all applicable laws, rules
and regulations, including all applicable federal and
state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed nec-
essary or appropriate by the Committee.
(c) Subsequent to the registration of a
class of equity securities of the Company under Section
12 of the Exchange Act any provisions of the Plan incon-
sistent with Rule 16b-3 under the Exchange Act shall be
inoperative and shall not affect the validity of the
Plan.
(d) Except as otherwise provided in Sec-
tion 12, the Board may make such changes as may be neces-
sary or appropriate to comply with the rules and regula-
tions of any government authority or to obtain for Op-
tionees granted Incentive Stock Options, the tax benefits
under the applicable provisions of the Code and regula-
tions promulgated thereunder.
(e) Each Option and Stock Appreciation
Right is subject to the requirement that, if at any time
the Committee determines, in its absolute discretion,
that the listing, registration or qualification of Shares
issuable pursuant to the Plan is required by any securi-
ties exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in con-
nection with, the grant of an Option or Stock Apprecia-
tion Right or the issuance of Shares, no Options or Stock
Appreciation Rights shall be granted or payment made or
Shares issued, in whole or in part, unless listing, reg-
istration, qualification, consent or approval has been
effected or obtained free of any conditions as acceptable
to the Committee.
(f) In the event that the disposition of
Shares acquired pursuant to the Plan is not covered by a
then current registration statement under the Securities
Act and is not otherwise exempt from such registration,
such Shares shall be restricted against transfer to the
extent required by the Securities Act or regulations
thereunder, and the Committee may require an Optionee
receiving Shares pursuant to the Plan, as a condition
precedent to receipt of such Shares, to represent to the
Company in writing that the Shares acquired by such Op-
tionee are acquired for investment only and not with a
view to distribution.
16. Miscellaneous.
(a) Multiple Agreements. The terms of
each Option or Stock Appreciation Right may differ from
other Options or Stock Appreciation Rights granted under
the Plan at the same time, or at any other time. The
Committee may also grant more than one Option or Stock
Appreciation Right to a given Optionee during the term of
the Plan, either in addition to, or in substitution for,
one or more Options or Stock Appreciation Rights previ-
ously granted to that Optionee. The grant of multiple
Options or Stock Appreciation Rights may be evidenced by
a single Agreement or multiple Agreements, as determined
by the Committee.
(b) Withholding of Taxes. The Company
shall have the right to deduct from any payment of cash
to any Optionee an amount equal to the federal, state and
local income taxes and other amounts required by law to
be withheld with respect to any Option or Stock Apprecia-
tion Right. Notwithstanding anything to the contrary
contained herein, if an Optionee is entitled to receive
Shares upon exercise of an Option or Stock Appreciation
Right, the Company shall have the right to require such
Optionee, prior to the delivery of such Shares, to pay to
the Company the amount of any federal, state or local
income taxes and other amounts which the Company is re-
quired by law to withhold. The Agreement evidencing any
Incentive Stock Options granted under this Plan shall
provide that if the Optionee makes a disposition, within
the meaning of Section 424(c) of the Code and regulations
promulgated thereunder, of any Share or Shares issued to
such Optionee pursuant to such Optionee's exercise of the
Incentive Stock Option, and such disposition occurs with-
in the two-year period commencing on the day after the
date of grant of such Option or within the one-year peri-
od commencing on the day after the date of transfer of
the Share or Shares to the Optionee pursuant to the exer-
cise of such Option, such Optionee shall, within ten (10)
days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount
of federal, state of local income taxes and other amounts
which the Company informs the Optionee the Company is
required to withhold.
(c) Designation of Beneficiary. Each
Optionee may, with the consent of the Committee, desig-
nate a person or persons to receive in the event of such
Optionee's death, any Option or Stock Appreciation Right
or any amount of Shares payable pursuant thereto, to
which such Optionee would then be entitled. Such desig-
nation will be made upon forms supplied by and delivered
to the Company and may be revoked or changed in writing.
In the event of the death of an Optionee and in the ab-
sence of a beneficiary validly designated under the Plan
who is living at the time of such Optionee's death, the
Company shall deliver such Options, Stock Appreciation
Rights and/or amounts payable to the executor or adminis-
trator of the estate of the Optionee, or if no such exec-
utor or administrator has been appointed (to the knowl-
edge of the Company), the Company, in its discretion, may
deliver such Options, Stock Appreciation Rights and/or
amounts payable to the spouse or to any one or more de-
pendents or relatives of the Optionee, or if no spouse,
dependent or relative is known to the Company, then to
such other person as the Company may designate.
17. Effective Date. The effective date of the
Plan is January 1, 1993.
AMENDMENT NO. 1
TO
1993 STOCK OPTION PLAN
THIS AMENDMENT NO. 1 TO 1993 STOCK OPTION PLAN,
dated as of November 15, 1993, amends the 1993 Stock
Option Plan, effective as of November 15, 1993 (the
"Plan"), of Uniroyal Chemical Corporation ("UCC"). Capi-
talized terms used herein and not otherwise defined shall
have the meaning ascribed to them in the Plan.
1. In accordance with Section 12 of the Plan,
Section 4(a) of the Plan shall be amended by replacing
the term "1,500,000" set forth therein with the follow-
ing: "2,000,000".
2. Pursuant to the Plan, the amendment set
forth under item 1 hereof shall become effective upon the
execution of this Amendment by UCC.
IN WITNESS WHEREOF, this instrument shall by
duly executed as of the date first written above.
UNIROYAL CHEMICAL CORPORATION
By:
Name:
Title:
AMENDMENT NO. 2
TO
1993 STOCK OPTION PLAN, AS AMENDED
THIS AMENDMENT NO. 2 TO 1993 STOCK OPTION PLAN, AS AMENDED dated
as of
March 15, 1995, amends the 1993 Stock Option Plan, as amended (the "Plan"), of
Uniroyal Chemical Corporation ("UCC"). Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to them in the Plan.
1. In accordance with Section 12 of the Plan, Section 4(a) of the
Plan shall be amended by replacing the term "2,000,000" set forth therein with
"3,500,000".
2. Pursuant to the Plan, the amendment set forth under item 1 hereof
shall become effective upon the execution of this Amendment by UCC.
IN WITNESS WHEREOF, this instrument shall be duly executed as of the date
first written above.
UNIROYAL CHEMICAL CORPORATION
By: /s/ Ira J. Krakower
Name: Ira J. Krakower
Title: Vice President
EXHIBIT 5
October 18, 1996
Crompton & Knowles Corporation
One Station Place, Metro Center
Stamford, Connecticut 06902
Gentlemen:
I have acted as counsel to Crompton & Knowles Corporation, a
Massachusetts corporation (the "Company"), in connection with
Post-Effective Amendments No. 1 and No. 2 on Form S-8 to the
Company's Registration Statement on Form S-4 (the "Registration
Statement") filed under the Securities Act of 1933 (the "Act")
relating to the issuance of up to 2,188,472 Common Shares, par
value $.10 per share (the "Common Shares"), of the Company
pursuant to the 1993 Uniroyal Chemical Stock Option Plan and the
Uniroyal Chemical Corporation Purchase Right Plan (collectively,
the "Plans").
In connection with the foregoing, I have examined: (a) the
Amended and Restated Articles of Incorporation, and the By-Laws,
as amended, of the Company, (b) the Plans, and (c) such records
of the corporate proceedings of the Company and such other
documents as I deemed necessary to render this opinion.
Based on such examination, I am of the opinion that the
Common Shares available for issuance under the Plans, when
issued, delivered and paid for in accordance with the terms and
conditions of either of the Plans, will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this Opinion as Exhibit 5
to the Registration Statement and the reference to me in Item 5
of Part II of the Registration Statement.
Very truly yours,
/s/ John T. Ferguson II
John T. Ferguson II
Exhibit 23.1
The Board of Directors
Crompton & Knowles Corporation
One Station Place - Metro Center
Stamford, CT 06902
We consent to the use of our reports incorporated herein by reference in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Stamford, Connecticut
October 17, 1996
