<PAGE> 1
As filed with the Securities and Exchange Commission on October 5, 1998
Registration No. 333 - _________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
---------------------
Sensys Technologies Inc.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-1873250
- ----------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SENSYS TECHNOLOGIES INC.
P.O. Box 1430
8419 Terminal Road
Newington, Virginia 22122-1430
-------------------------------------------------------
(Address of principal executive offices)(zip code)
Sensys Technologies Inc.
Long Term Incentive Plan
------------------------
(Full title of plan)
Robert R. Bower
Chief Financial Officer and Treasurer
Sensys Technologies Inc.
8419 Terminal Road
P.O. Box 1430
Newington, Virginia 22122-1430
-------------------------------
(Name and address of agent of service)
(703) 550-7000
------------------------------------------------------------
(Telephone number, including area code, of agent of service)
Copy to:
Mark J. Wishner, Esq.
Michaels, Wishner & Bonner, P.C.
1140 Connecticut Avenue
Suite 900
Washington, D.C. 20036
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum maximum Amount of
Titles of securities Amount to be offering price per aggregate offering registration
to be registered registered share(1) price(1) fee
- ---------------- ---------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common stock
par value $.01
per share 720,000 $3.50 $2,520,000 $743.40
Options (2) 720,000
</TABLE>
- ----------------
(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457. The fee is calculated on the basis of the
average of the high and low sales prices for the Registrant's Common
Stock reported on the National Association of Securities Dealers,
Inc., OTC Bulletin Board(R) service on October 2, 1998.
(2) The options to be registered hereunder are to be distributed by the
Registrant for no value. Accordingly, no separate registration fee is
required.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Sensys Technologies Inc. (the
"Company") are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-4 as
amended, filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), File
No. 333-47333.
(b) The Company's Form 8-K, filed with the Securities and
Exchange Commission on June 15, 1998, pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act").
(c) The Company's quarterly report filed on Form 10-Q for
the quarter ended June 30, 1998, filed pursuant to Section 13 of the
Exchange Act.
(d) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the filing of the
Registration Statement referred to in (a) above, and
(e) The description of the Company's common stock
contained in the Company's Registration Statement filed on Form 10
(Registration No. 2-42266).
All documents subsequently filed by the Company with the Securities
and Exchange Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement, but
prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered by this Registration
Statement have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement. Each document incorporated by reference into this Registration
Statement shall be deemed to be a part of this Registration Statement from the
date of the filing of such document with the SEC until the information
contained therein is superseded or updated by any subsequently filed document
that is incorporated by reference into this Registration Statement or by any
document that constitutes
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part of the prospectus relating to the Sensys Technologies Inc. Long-Term
Incentive Plan (the "Plan") that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under
Section 12 of the Securities and Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") grants each corporation organized thereunder, such as the
Company, the power to indemnify its directors and officers against liabilities
for certain of their acts. Section 42 of the Company's Bylaws requires the
Company to indemnify directors and officers of the Company to the full extent
permitted by, and in the manner permissible under, the laws of the State of
Delaware. Section 102(b)(7) of the DGCL permits the inclusion of a provision
in the certificate of incorporation of each corporation organized thereunder,
such as the Company, eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its stockholders for
monetary damages for certain breaches of fiduciary duty as a director. Article
Thirteenth of the Certificate of Incorporation of the Company eliminates the
liability of directors except to the extent that such liability arises (i) from
a breach of the director's duty of loyalty to the Company or its stockholders,
(ii) as a result of acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL (relating to the unlawful payment of dividends or unlawful stock
purchase or redemption) or (iv) any transaction from which the director derived
an improper personal benefit. The foregoing statements are subject to the
detailed provisions of Sections 102(b)(7) and 145 of the DGCL, Article
Thirteenth of the Certificate of Incorporation of the Company and Section 42 of
the Bylaws of the Company, as applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Sensys Technologies Inc. Long-Term Incentive Plan, as amended
5.1 Opinion of Michaels, Wishner & Bonner, P.C., as to the legality of the
securities being registered
</TABLE>
4
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<TABLE>
<S> <C>
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Ross, Langan & McKendree, L.L.P.
23.3 The consent of Michaels, Wishner & Bonner, P.C. to
the use of its opinion as an exhibit to this
Registration Statement is included in its opinion
filed herewith as Exhibit 5.1
24 Power of Attorney (see page 7)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for purposes of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
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registration statement relating to the securities offered
therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant for expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act, and will be governed by the final adjudication of
such issue.
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 Newington, Commonwealth of Virginia, on this
5th day of October, 1998.
SENSYS TECHNOLOGIES INC.
By: /s/ S. Kent Rockwell
-----------------------------------
S. Kent Rockwell
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints S.R. Perrino, S. Kent Rockwell and
Robert R. Bower, or any of them, his or her attorney-in-fact, with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his or her substitute or substitutes, may 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ S. Kent Rockwell Director and October 5, 1998
- ------------------------------------ Chief Executive Officer
S. Kent Rockwell
/s/ Joseph Hassab President October 5, 1998
- --------------------------------------
Joseph Hassab
/s/ Robert R. Bower Chief Financial Officer and October 5, 1998
- ---------------------------------- Treasurer
Robert R. Bower
/s/ S.R. Perrino Director and Chairman October 5, 1998
- ---------------------------------- of the Board
S.R. Perrino
/s/ Charles Bernard Director October 5, 1998
- ----------------------------------
Charles Bernard
/s/ Admiral James Busey, IV Director October 5, 1998
- ----------------------------------
Admiral James Busey, IV
/s/ Thomas R. Ory Director and Vice President October 5, 1998
- ----------------------------------
Thomas R. Ory
/s/ Philip H. Power Director October 5, 1998
- ----------------------------------
Philip H. Power
/s/ John D. Sanders Director October 5, 1998
- ----------------------------------
John D. Sanders
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
The following exhibits are filed herewith as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Sensys Technologies Inc. Long-Term Incentive Plan, as amended
5.1 Opinion of Michaels, Wishner & Bonner, P.C., as to the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ross, Langan & McKendree, L.L.P.
23.4 The consent of Michaels, Wishner & Bonner, P.C. to the use of its opinion
as an exhibit to this Registration Statement is included in its opinion
filed herewith as Exhibit 5.1
24 Power of Attorney (see page 7)
</TABLE>
8
<PAGE> 1
SENSYS TECHNOLOGIES INC. EXHIBIT 4.1
LONG-TERM INCENTIVE PLAN
I. GENERAL PROVISIONS
1.1 PURPOSE. The purpose of the Plan is to promote the best interests
of the Corporation and its stockholders by attracting and motivating highly
qualified individuals to serve as Employees and to encourage Employees to
acquire an ownership interest in the Corporation, thus identifying their
interests with those of stockholders and encouraging Employees to make greater
efforts on behalf of the Corporation to achieve the Corporation's long-term
business plans and objectives.
1.2 DEFINITIONS. As used in this Plan, the following terms have the
meaning described below:
(a) "AGREEMENT" means the written agreement that sets forth the
terms of a Participant's Option, Restricted Stock grant or Performance Share
Award.
(b) "BOARD" means the Board of Directors of the Corporation.
(c) "CHANGE IN CONTROL" means the occurrence of any of the
conditions set forth below:
(i) receipt of a Schedule 13D as filed with the
Securities and Exchange Commission confirming that a person or group
other than the Corporation or a wholly-owned subsidiary of the
Corporation owns beneficially more than 35% of the outstanding Common
Stock,
(ii) any purchase under a tender or exchange offer for
the Common Stock other than by the Corporation or a wholly-owned
subsidiary of the Corporation following which the offeror owns
beneficially more than 35% of the outstanding Common Stock,
(iii) shareholder approval of any merger, consolidation
or sale of all or substantially all of the Corporation's assets to or
into any person or entity other than a wholly-owned subsidiary of the
Corporation formed for the purpose of changing the Corporation's
corporate domicile, and
(iv) a change in the identity of a majority of the
members of the Board of Directors within any twelve-month period,
which change or changes are not recommended by the incumbent
directors immediately prior to any such change or changes.
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(d) "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
(e) "COMMITTEE" means the Executive Compensation/Stock Option
Committee of the Corporation, which shall be comprised of two or more
"nonemployee" members of the Board, as defined in Rule 16b-3.
(f) "COMMON STOCK" means shares of the Corporation's authorized
common stock, $.01 par value.
(g) "CORPORATION" means Sensys Technologies Inc., a Delaware
corporation (formerly known as Daedalus Enterprises, Inc.).
(h) "DIRECTOR" means a member of the Corporation's Board of
Directors.
(i) "DISABILITY" means total and permanent disability, as
defined in Code Section 22(e).
(j) "EFFECTIVE DATE" means October 19, 1994.
(k) "EMPLOYEE" means a full-time salaried employee of the
Corporation or its Subsidiaries, who has an "employment relationship" with the
Corporation or its Subsidiaries, as defined in Treasury Regulation 1.421-7(h),
and the term "employment" means employment with the Corporation or its
subsidiaries.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended from time to time and any successor thereto.
(m) "EXPIRATION DATE" means the date set forth in the Agreement
relating to an Option on which the right to exercise shall expire absent a
termination of the Participant's employment. Unless otherwise provided in the
Agreement, the Expiration Date for an Option shall be the tenth anniversary of
its Grant Date.
(n) "FAIR MARKET VALUE" means, for purposes of determining the
value of Common Stock on the Grant Date, either (i) the average of the bid and
asked prices on the Grant Date if the Common Stock is not listed for trading on
an exchange or on the Nasdaq Stock Market, or (ii) if the Common Stock is listed
for trading on the Nasdaq Stock Market or an exchange, the last sale price on
such exchange or the Nasdaq Stock Market, as the case may be, on the Grant Date.
In the event that (x) there were no Common Stock transactions on such date and
the Common Stock is listed for trading on the Nasdaq Stock Market or an
exchange, or (y) there were no published bid and asked prices and the Common
Stock is not listed for trading on the Nasdaq Stock Market or an exchange, the
Fair Market Value shall be determined as of the immediately preceding date on
which there were Common Stock transactions or published bid and asked prices, as
the case may be.
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<PAGE> 3
(o) "GRANT DATE" means the date on which the Committee
authorizes an individual Option, Restricted Stock grant or Performance Share
Award, or such later date as shall be designated by the Committee.
(p) "INCENTIVE STOCK OPTION" means an Option that is intended
to meet the requirements of Section 422 of the Code.
(q) [reserved]
(r) "NONQUALIFIED STOCK OPTION" means an Option that is not
intended to constitute an Incentive Stock Option.
(s) "OPTION" means either an Incentive Stock Option or a
Nonqualified Stock Option to purchase Common Stock.
(t) "PARTICIPANT" shall have the meaning ascribed in Section
1.4 of the Plan.
(u) "PERFORMANCE SHARE AWARD" means an award granted in
accordance with Article IV of the Plan.
(v) "PLAN" means the Sensys Technologies Inc. Long-Term
Incentive Plan, the terms of which are set forth herein, and amendments thereto.
(w) "RESTRICTION PERIOD" means the period or periods of time
during which a Participant's Restricted Stock grant is subject to restrictions
on transferability.
(x) "RESTRICTED STOCK" means Common Stock that is subject to
restrictions on transferability.
(y) "RETIREMENT" means retirement at age 65 or older.
(z) "RULE 16b-3" means Rule 16b-3 under the Exchange Act, as in
effect from time to time.
(aa) "SUBSIDIARY" means a corporation defined in Code
Section 424(f).
1.3 ADMINISTRATION. The Plan shall be administered by the Committee.
The Committee shall interpret the Plan, prescribe, amend, and rescind rules and
regulations relating to the Plan, and make all other determinations necessary or
advisable for its administration. The decision of the Committee on any question
concerning the interpretation of the Plan or its administration with respect to
any Option, Restricted Stock grant or Performance Share Award granted under the
Plan shall be final and binding upon all Participants.
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1.4 PARTICIPANTS. Participants in the Plan shall be such Employees
(including Employees who are Directors) as the Committee may select from time to
time. The Committee may grant Options, Restricted Stock and Performance Share
Awards to an individual upon the condition that the individual become an
Employee, provided that the Option, Restricted Stock grant or Performance Share
Award shall be deemed to be granted only on the date that the individual becomes
an Employee.
1.5 STOCK. The total number of shares of Common Stock available for
grants and awards under the Plan shall not, in the aggregate, exceed 720,000
shares of Common Stock, as adjusted from time to time in accordance with Article
VI. Shares subject to any unexercised portion of a terminated, forfeited,
cancelled or expired Option granted hereunder, and shares subject to any
terminated, forfeited, cancelled or expired portion of a Performance Share Award
or Restricted Stock grant made hereunder shall be available for subsequent
grants and awards under the Plan.
1.6 AGREEMENT. No person shall have any rights under any grant or
award made pursuant to the Plan unless and until the Corporation and the
recipient of the grant or award have executed and delivered an agreement
expressly granting or awarding benefits to such person pursuant to the Plan and
containing the provisions required under the Plan to be set forth in the
Agreement. The terms of the Plan shall govern in the event any provision of any
Agreement conflicts with any term in this Plan as constituted on the Grant Date.
II. STOCK OPTIONS FOR EMPLOYEES
2.1 GRANT OF OPTIONS. The Committee, at any time and from time to
time, subject to Section 7.7, may grant Options to such Employees and for such
number of shares of Common Stock as it shall designate. Any Participant may hold
more than one Option under the Plan and any other Plan of the Corporation. The
Committee shall determine, in its discretion, subject to the limitations set
forth in the Plan, the general terms and conditions of the Option, including,
without limitation, the number of shares which the Option entitles the holder to
purchase, the exercise price, the time or times during which the Option shall be
exercisable and the Expiration Date of the Option, which terms shall be set
forth in a Participant's Agreement; provided that, during any three year period,
no salaried Employee shall receive Options to purchase more than 100,000 shares
of Common Stock. The Committee may designate any Option granted as either an
Incentive Stock Option or a Nonqualified Stock Option, or the Committee may
designate a portion of an Option as an Incentive Stock Option or a Nonqualified
Stock Option.
2.2 INCENTIVE STOCK OPTIONS. Any Option intended to constitute an
Incentive Stock Option shall comply with the requirements of this Section 2.2 in
addition to the other requirements of this Article II. No Incentive Stock Option
shall be granted with an exercise price below its Fair Market Value on the Grant
Date or with an exercise term that extends beyond 10 years from the Grant Date.
An Incentive Stock Option shall not be granted to any Participant who owns
(within the meaning of Code Section 424(d)) stock of
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the Corporation possessing more than 10% of the total combined voting power of
all classes of stock of the Corporation unless, at the Grant Date, the exercise
price for the Option is at least 110% of the Fair Market Value of the shares
subject to the Option and the Option, by its terms, is not exercisable more than
five years after the Grant Date. The aggregate Fair Market Value of the
underlying Common Stock (determined at the Grant Date) as to which Incentive
Stock Options granted under the Plan may first be exercised by a Participant in
any one calendar year shall not exceed $100,000. To the extent that an Option
intended to constitute an Incentive Stock Option shall violate the foregoing
$100,000 limitation, the portion of the Option that exceeds the $100,000
limitation shall be deemed to constitute a Nonqualified Stock Option.
2.3 OPTION PRICE. The Committee shall determine the per share
exercise price for each Option granted under the Plan; provided, that the
exercise price shall not be less than the Fair Market Value on the Grant Date.
2.4 PAYMENT FOR OPTION SHARES. The purchase price for shares of
Common Stock to be acquired upon exercise of an Option granted hereunder shall
be paid in full at the time of exercise in any of the following ways: (a) in
cash, (b) by certified check, bank draft or money order, or (c) if permitted by
the Participant's Agreement, any Option may be deemed exercised by delivery to
the Corporation of a properly executed exercise notice, acceptable to the
Corporation, together with irrevocable instructions to the Participant's broker
to deliver to the Corporation sufficient cash to pay the exercise price and any
applicable income and employment withholding taxes (the "cashless exercise
procedure").
III. RESTRICTED STOCK
3.1 GRANT OF RESTRICTED STOCK. Subject to the terms and conditions of
the Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under this Plan to such Employees in such amounts as it shall
determine.
3.2 RESTRICTED STOCK AGREEMENT. Each grant of Restricted Stock shall
be evidenced by an Agreement that shall specify the terms of the restrictions,
including the Restriction Period, the number of shares subject to the grant, and
such other provisions, including performance goals, if any, as the Committee may
determine.
3.3 TRANSFERABILITY. Except as provided in this Article III of the
Plan, the shares of Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated, hypothecated or
encumbered until the termination of the applicable Restriction Period
established by the Committee and specified in the Agreement, or upon the earlier
satisfaction of other conditions as specified by the Committee in its sole
discretion and set forth in such Agreement. The Committee may, but is not
required to, specify more than one set of restrictions applicable to a
Restriction Period with respect to a Restricted Stock grant. All rights with
respect to the Restricted Stock granted to a Participant shall be exercised
during a Participant's lifetime only by the Participant or the Participant's
legal representative.
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3.4 OTHER RESTRICTIONS. The Committee may impose such other
restrictions on any shares of Restricted Stock granted under the Plan as it may
deem advisable including, without limitation, restrictions under applicable
Federal or State securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.
3.5 CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to Sections 3.3 and 3.4, each certificate representing
shares of Restricted Stock shall bear the following legend:
The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary or by operation of law,
is subject to certain restrictions on transfer set forth in the
Sensys Technologies Inc. Long-Term Incentive Plan ("Plan"), rules and
administrative guidelines adopted pursuant to such Plan and a
Restricted Stock Agreement dated ____ __, __. A copy of the Plan,
such rules and such Restricted Stock Agreement may be obtained from
Sensys Technologies Inc.
3.6 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
Article III of the Plan, and subject to applicable federal and state securities
laws, shares covered by each Restricted Stock grant made under the Plan shall
become freely transferable by the Participant after the last day of the
Restriction Period. Once the shares are released from the restrictions, the
Participant shall be entitled to have the legend required by Section 3.6 of the
Plan removed from the certificate representing such shares. The Committee shall
have discretion to waive the applicable Restriction Period with respect to all
or any part of a Restricted Stock grant.
3.7 VOTING RIGHTS. During the Restriction Period, Participants
holding shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to the Restricted Stock.
3.8 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Restriction Period,
a Participant shall be entitled to receive all dividends and other distributions
paid with respect to shares of Restricted Stock. If any dividends or
distributions are paid in shares of Common Stock during the Restriction Period,
the dividend or other distribution shares shall be subject to the same
restrictions on transferability as the shares of Restricted Stock with respect
to which they were paid.
IV. PERFORMANCE SHARE AWARDS
4.1 GRANT OF PERFORMANCE SHARE AWARDS. The Committee, at its
discretion, may grant Performance Share Awards (including, but not limited to,
stock appreciation rights and phantom shares) to Employees and may determine, on
an
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individual or group basis, the performance goals to be attained pursuant to each
Performance Share Award.
4.2 TERMS OF PERFORMANCE SHARE AWARDS. In general, Performance Share
Awards shall consist of rights to receive cash, Common Stock or a combination of
each, if designated performance goals are achieved. The terms of a Participant's
Performance Share Award shall be set forth in the Agreement relating to such
Award. Each Agreement shall specify the performance goals applicable to the
Participant, the period over which the goals are to be attained, the payment
schedule if the goals are attained, and any other terms, conditions and
restrictions applicable to an individual Performance Share Award and not
inconsistent with the provisions of the Plan. The Committee, at its discretion,
may waive all or part of the conditions, goals and restrictions applicable to
the receipt of full or partial payment of a Performance Share Award.
V. TERMINATION
5.1. OPTIONS.
The time or times at which an Option shall terminate prior to its
Expiration Date shall be determined by the Committee in its discretion and set
forth in the Agreement relating to such Option. If a Participant's Agreement
does not specify such time or times, the following shall apply:
(a) If a Participant's employment is terminated for any reason
prior to the date that an Option or a portion thereof first becomes exercisable,
such Option or portion thereof shall terminate and all rights thereunder shall
cease.
(b) To the extent an Option is exercisable and unexercised on
the date a Participant's employment is terminated.
(i) for any reason other than death, Disability
or Retirement, the Option shall terminate on the earlier of (A) the Expiration
Date of the Option, and (B) ninety (90) days after Participant's termination.
(ii) because the Participant has died or become
subject to a Disability, the Option shall terminate on the first anniversary of
the date of such Participant's termination.
(iii) due to Retirement, the Option shall
terminate on the earlier of (A) the Expiration Date, and (B) the second
anniversary of such Participant's termination.
(c) During the period from the Participant's termination until
the termination of the Option, the Participant, or the person or persons to whom
the Option shall have been transferred by will or by the laws of descent and
distribution, may exercise the
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Option only to the extent that such Option was exercisable on the date of the
Participant's termination.
(d) The Committee may, at any time, accelerate the right of a
Participant to exercise an Option or extend the exercise period of such an
Option; provided, that no Option exercise period may be extended beyond the
Option's Expiration Date.
5.2 RESTRICTED STOCK. If a Participant's employment is terminated for
any reason, any shares of Common Stock owned by a Participant which were the
subject of a Restricted Stock grant under the Plan and at the time of such
termination are subject to a Restriction Period shall be forfeited by the
Participant to the Corporation upon such termination; provided, that the
Committee, in its sole discretion, may waive the restrictions remaining on any
or all shares of Restricted Stock as it deems appropriate.
5.3 PERFORMANCE SHARES. Performance Share Awards shall expire and be
forfeited by a Participant upon termination of the Participant's employment for
any reason; provided, that the Committee, in its discretion, may waive all or
part of the conditions, goals and restrictions applicable to the receipt of full
or partial payment of a Performance Share Award.
5.4 OTHER PROVISIONS. The transfer of an Employee from one
corporation to another among the Corporation and any of its Subsidiaries, or a
leave of absence under the Corporation's leave policy, shall not be a
termination of employment for purposes of the Plan.
VI. ADJUSTMENTS AND CHANGE IN CONTROL
6.1 ADJUSTMENTS. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Common Stock,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Stock or other securities of the
Corporation, issuance of warrants or other rights to purchase Common Stock or
other securities of the Corporation, or other similar corporate transaction or
event affects the Common Stock such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (a) the number and type of shares of Common Stock which thereafter may be
made the subject of grants and awards under the Plan, (b) the number and type of
shares of Common Stock subject to outstanding grants and awards, (c) the
exercise price with respect to any Option, or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Option and (d) any
performance-related conditions of any outstanding grants and awards based upon
the price of Common Stock; provided, in each case, that with respect to
Incentive Stock Options no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422 of the Code or
any successor provision thereto; and provided further,
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that any such adjustment shall provide for the elimination of any fractional
share which might otherwise become subject to an Option, Restricted Stock grant
or Performance Share Award.
6.2 CHANGE IN CONTROL. Notwithstanding anything contained herein to
the contrary, upon a Change in Control, (i) any outstanding Option granted
hereunder immediately shall become exercisable in full, regardless of any
installment provision applicable to such Option, (ii) the remaining Restriction
Period on any Restricted Stock granted hereunder immediately shall lapse and the
shares shall become fully transferable, subject to any applicable federal or
state securities laws, and (iii) all performance goals and conditions shall be
deemed to have been satisfied and all restrictions shall lapse on any
outstanding Performance Share Awards, which immediately shall become payable in
full.
VII. MISCELLANEOUS
7.1 PARTIAL EXERCISE/FRACTIONAL SHARES. The Committee shall permit,
and shall establish procedures for, the partial exercise of Options under the
Plan. No fractional shares shall be issued in connection with the exercise of a
Performance Share Award; instead, the Fair Market Value of the fractional shares
shall be paid in cash, or at the discretion of the Committee, the number of
shares shall be rounded down to the nearest whole number of shares and any
fractional shares shall be disregarded.
7.2 RULE 16b-3 REQUIREMENTS. Notwithstanding any other provision of
the Plan, the Committee may impose such conditions on the exercise of an Option,
or the grant of Restricted Stock or a Performance Share Award (including,
without limitation, the right of the Committee to limit the time of exercise to
specified periods) as may be required to satisfy the requirements of Rule 16b-3.
7.3 RIGHTS PRIOR TO ISSUANCE OF SHARES. No Participant shall have any
rights as a shareholder with respect to shares covered by an Option, Restricted
Stock grant or Performance Share Award until, in the case of an Option, the
Option is exercised or, in the case of a Restricted Stock grant or a Performance
Share Award, the issuance of a stock certificate for such shares.
7.4 NON-ASSIGNABILITY. No Option, Restricted Stock grant or
Performance Share Award shall be transferable by a Participant except by will or
the laws of descent and distribution. During the lifetime of a Participant, an
Option shall be exercised only by the Participant. No transfer of an Option,
Restricted Stock grant or Performance Share Award by will or the laws of descent
and distribution shall be effective to bind the Corporation unless the
Corporation shall have been furnished with written notice thereof and a copy of
the will or such evidence as the Corporation may deem necessary to establish the
validity of the transfer and the acceptance by the transferee of the terms and
conditions of the Option, Restricted Stock grant or Performance Share Award.
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7.5. SECURITIES LAWS.
(a) Anything to the contrary herein notwithstanding, the
Corporation's obligation to sell and deliver Common Stock pursuant to the
exercise of an Option or deliver Common Stock pursuant to a Restricted Stock
grant or Performance Share Award is subject to such compliance with federal and
state laws, rules and regulations applying to the authorization, issuance or
sale of securities as the Corporation deems necessary or advisable. The
Corporation shall not be required to sell and deliver Common Stock unless and
until it receives satisfactory assurance that the issuance or transfer of such
shares shall not violate any of the provisions of the Securities Act of 1933 or
the Exchange Act, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder or those of the National Association of
Securities Dealers, Inc. or any stock exchange on which the Common Stock may be
listed, the provisions of any state laws governing the sale of securities, or
that there has been compliance with the provisions of such acts, rules,
regulations and laws.
(b) The Committee may impose such restrictions on any shares
of Common Stock acquired pursuant to the exercise of an Option or the grant of
Restricted Stock or a Performance Share Award under the Plan as it may deem
advisable, including, without limitation, restrictions (i) under applicable
federal securities laws, (ii) required by the Nasdaq Stock Market (including,
without limitation, with respect to securities traded on the Nasdaq National
Market or the Nasdaq SmallCap Market) or any stock exchange or other recognized
trading market upon which such shares of Common Stock are then listed or traded,
and (iii) under any blue sky or state securities laws applicable to such shares.
No shares shall be issued until counsel for the Corporation has determined that
the Corporation has complied with all requirements under appropriate securities
laws.
7.6 WITHHOLDING TAXES. The Corporation shall have the right to
withhold from a Participant's compensation or require a Participant to remit
sufficient funds to satisfy applicable withholding for income and employment
taxes upon the exercise of an Option or the lapse of the Restriction Period on a
Restricted Stock grant or the payment of a Performance Share Award. The cashless
exercise procedure described in Section 2.4 may be utilized to satisfy the
withholding requirements related to the exercise of an Option.
7.7 TERMINATION AND AMENDMENT.
(a) The Board may terminate the Plan, or the granting of
Options, Restricted Stock or Performance Share Awards under the Plan, at any
time. No new grants or awards shall be made under the Plan after October 18,
2004.
(b) The Board may amend or modify the Plan at any time and
from time to time.
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(c) No amendment, modification, or termination of the Plan
shall adversely affect any Option, Restricted Stock grant or Performance Share
Award granted under the Plan without the consent of the Participant holding the
Option, Restricted Stock grant or Performance Share Award.
7.8 EFFECT ON EMPLOYMENT OR SERVICES. Neither the adoption of the
Plan nor the granting of any Option, Restricted Stock or Performance Share Award
pursuant to the Plan shall be deemed to create any right in any individual to be
retained or continued as an Employee.
7.9 USE OF PROCEEDS. The proceeds received from the sale of Common
Stock pursuant to the Plan shall be used for general corporate purposes of the
Corporation.
7.10 APPROVAL OF PLAN. The Plan shall be subject to the approval of
the holders of at least a majority of the shares of Common Stock of the
Corporation present and entitled to vote at a meeting of stockholders of the
Corporation held within 12 months after adoption of the Plan by the Board. Any
Option, Restricted Stock or Performance Share Award granted under the Plan on or
after October 19, 1994 prior to such stockholder approval shall be conditioned
upon receipt of such approval and may not be exercised in whole or in part
unless the Plan has been approved by the stockholders as provided herein. If not
approved by stockholders within 12 months after approval by the Board, the Plan
shall be rescinded and any Options, Restricted Stock grants and Performance
Share Awards granted under the Plan shall be void retroactive to the Grant Date.
BOARD APPROVAL: 10/19/94; 12/23/97; 9/21/98; AS TO CERTAIN
AMENDMENTS HERETO (INCLUDED HEREIN)
STOCKHOLDER APPROVAL: 12/13/94; 6/9/98; 9/21/98; AS TO CERTAIN AMENDMENTS
HERETO (INCLUDED HEREIN)
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EXHIBIT 5.1
[MICHAELS, WISHNER & BONNER, P.C. LETTERHEAD]
October 5, 1998
Sensys Technologies Inc.
8419 Terminal Road
Newington, Virginia 22122-1430
Gentlemen:
We have served as counsel to Sensys Technologies Inc. (the "Company") in
connection with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, registering
for issuance in the manner described in the Registration Statement up to
720,000 shares of the Company's Common Stock (the "Common Stock") pursuant to
the Company's Long-Term Incentive Plan, as amended.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below.
Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Delaware and (2) the Common Stock, when issued in the manner described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
MICHAELS, WISHNER & BONNER, P.C.
/s/ Mark J. Wishner
Mark J. Wishner
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated December 22, 1997, on our audit of the financial
statements of S.T. Research Corporation as of September 30, 1997 and for the
year ended September 30, 1997, appearing in the registration statement on Form
S-4 (File No. 333-47333) of Daedalus Enterprises, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
PricewaterhouseCoopers LLP
October 2, 1998
<PAGE> 1
EXHIBIT 23.2
[ROSS, LANGAN & MCKENDREE, L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 20, 1996, on our audit of the financial
statements of S.T. Research Corporation as of September 30, 1996 and
September 30, 1995 and for the years then ended September 30, 1996 and
September 30, 1995, appearing in the registration statement on Form S-4
(File No. 333-47333) of Daedalus Enterprises, Inc. filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933.
/s/ ROSS, LANGAN & McKENDREE, L.L.P.
------------------------------------
ROSS, LANGAN & McKENDREE, L.L.P.
McLean, Virginia
October 5, 1998
