SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
DATAMARINE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2454559
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7030 - 220th Street S.W.
Mountlake Terrace, Washington 98043
(Address of principal executive offices, including zip code)
DATAMARINE INTERNATIONAL, INC.
1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
David C. Thompson
Datamarine International, Inc.
7030 - 220th Street S.W.
Mountlake Terrace, Washington 98043
(206) 771-2182
(Name, address and telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- --------------------------------------- ---------- ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 21,000(2) $7.375 $154,875 $46.93
<FN>
- --------------------
<F1> (1) Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended
(the "Securities Act"), solely for the purpose of calculating the
registration fee. The price per share is estimated to be $7.375 based on
the average of the high ($7.50) and low ($7.25) sales prices for the
Common Stock on February 19, 1997, as reported on the Nasdaq National
Market System.
<F2> (2) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Datamarine International, Inc. 1992 Stock Option Plan for Non-Employee
Directors as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
September 28, 1996, filed with the Securities and Exchange Commission (the
"Commission") on January 10, 1997;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Registrant's Common Stock which is contained in
the Registration Statement on Form 8-A filed by the Company, under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description; and
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment hereto which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"Section 67. Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors. Except as the articles of organization or
by-laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors. Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of any undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person 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
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
Article VII of the Registrant's By-laws provides as follows:
"Article VII
Indemnification of Directors and Others
Section 1. Definitions
For purposes of this Article VII:
(a) "Director/Officer" means any person who is serving or has served as a
director, officer, employee or other agent of the corporation appointed or
elected by the Board of Directors or the stockholders of the corporation, or who
is serving or has served at the request of the corporation as a Director,
officer, trustee, principal, partner, employee or other agent of any other
organization.
(b) "Proceeding" means any action, suit or proceeding, civil or criminal,
brought or threatened in or before any court, tribunal, administrative or
legislative body or agency.
(c) "Expense" means any fine or penalty, and any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in connection with a Proceeding.
Section 2. Right to Indemnification
Except as limited by law or as provided in Sections 3 and 4 of this
Article VII, each director/officer (and his heirs and personal representatives)
shall be indemnified by the corporation against any Expense incurred by him in
connection with each Proceeding in which he is involved as a result of his
serving or having served as a Director/Officer.
Section 3. Indemnification Not Available
No indemnification shall be provided to a Director/Officer with respect to
a Proceeding as to which it shall have been adjudicated that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the corporation.
Section 4. Compromise or Settlement
In the event that a Proceeding is compromised or settled so as to impose
any liability or obligation on a Director/Officer or upon the corporation, no
indemnification shall be provided as to said Director/Officer with respect to
such Proceeding if such Director/Officer shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation.
Section 5. Advances
The corporation shall pay sums on account of indemnification in advance of
a final disposition of a Proceeding, upon receipt of an undertaking by the
Director/Officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 3 and 4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
Section 6. Not Exclusive
Nothing in this Articles VII shall not limit any lawful rights to
indemnification existing independently of this Articles VII.
Section 7. Insurance
The provisions of this Article VII shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/Officer against any Expense, whether or not the corporation would
have the power to indemnify him against such Expense under this Article VII."
--------------------
Directors and officers of the Company are insured under a policy of
insurance against certain claims made against them for wrongful acts in their
capacities as directors and officers of the Company.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
4.1 Datamarine International, Inc. 1992 Stock Option Plan for
Non-Employee Directors
5.1 Opinion of Davis Wright Tremaine LLP regarding legality of the
Common Stock being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Davis Wright Tremaine LLP (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</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.
(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. 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "1934
Act") that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 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 Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) 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.
C. Insofar as indemnification for liabilities arising under the 1933 Act 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 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountlake Terrace, State of Washington, on
February 4, 1997.
DATAMARINE INTERNATIONAL, INC.
/s/ Peter D. Brown
------------------------------------------
Peter D. Brown
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Peter D. Brown and David C. Thompson, and each of them, as attorney-in-fact,
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter D. Brown Chairman of the Board, President and February 4, 1997
- --------------------------------- Chief Executive Officer and a Director
Peter D. Brown (Principal Executive Officer)
/s/ David C. Thompson Treasurer, Secretary and a Director February 4, 1997
- --------------------------------- (Principal Financial Officer and
David C. Thompson Principal Accounting Officer)
/s/ Robert F. Benbow Director February 4, 1997
- ---------------------------------
Robert F. Benbow
/s/ Dale N. Hatfield Director February 4, 1997
- ---------------------------------
Dale N. Hatfield
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
------- ----------- -------------
<S> <C> <C>
4.1 Datamarine International, Inc. 1992 Stock Option Plan 8
for Non-Employee Directors
5.1 Opinion of Davis Wright Tremaine LLP regarding legality 14
of the Common Stock being registered
23.1 Consent of Coopers & Lybrand L.L.P. 15
23.2 Consent of Davis Wright Tremaine LLP (included in 14
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page) 6
</TABLE>
Exhibit 4.1
DATAMARINE INTERNATIONAL, INC.
1992 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this Datamarine International, Inc. 1992 Stock Option Plan
for Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced and knowledgeable independent directors who are not employees
(sometimes referred to herein collectively as "Participants") of Datamarine
International, Inc. ("Datamarine") for the benefit of Datamarine and its
stockholders and to provide additional incentive for such Participants to
continue to work in the best interests of Datamarine and its stockholders
through continuing ownership of its common stock.
2. SHARES SUBJECT TO THE PLAN
The total number of shares of common stock, par value $0.01 per share
("Shares"), of Datamarine for which options may be granted under the Plan shall
not exceed 21,000 Shares in the aggregate, subject to adjustment in accordance
with Section 9 hereof.
3. ELIGIBILITY; GRANT OF OPTION
Each of Richard I. Arthur, David M. Brown, and Peter D. Brown, who are the
three current directors of Datamarine and who are not otherwise employees of
Datamarine or any subsidiary, shall be granted an option to acquire 1,500 shares
under the Plan on the date of adoption of the Plan by the Datamarine Board of
Directors (the "Board"). All non-employee directors then in office, including
newly-elected non-employee directors, as of the date of each of the annual
meetings of the Board for the years 1994 and 1995, shall be granted an option to
acquire 1,500 Shares under the Plan. The date of grant for such options granted
to the three current non-employee directors named above shall be the date of
adoption of the Plan by the Board, but such options shall become effective as of
such date of grant only upon stockholder approval of this Plan in accordance
with Section 13 hereof. Thereafter, the date of grant for such options granted
to non-employee directors shall be the date of the annual meeting of the Board
for the years 1994 and 1995, as applicable. The options shall be non-qualified
options not intended to meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
4. OPTION AGREEMENT
Each option granted under the Plan shall be evidenced by an option
agreement (the "Agreement") duly executed on behalf of Datamarine and by the
director to whom such option is granted, which Agreements shall (i) comply with
and be subject to the terms and conditions of the Plan and (ii) provide that the
optionee agrees to continue to serve as a director of Datamarine during the term
for which he was elected.
5. OPTION EXERCISE PRICE
Subject to the provisions of Section 9 hereof, the option exercise price
for an option granted under the Plan shall be the fair market value of the
Shares of the common stock of Datamarine covered by the option on the date of
grant of the option. For the purposes hereof and Section 6(b), if such Shares
are then listed on any national securities exchange, the fair market value of
the common stock of Datamarine shall be the mean between the high and low sales
prices, if any, on the largest such exchange on the date of the grant of the
option or, if none, shall be determined by taking a weighted average of the
means between the highest and lowest sales on the nearest date before and the
nearest date after the date of grant in accordance with Treasury Regulations
Section 25.2512-2. If the Shares are not then listed on any such exchange, the
fair market value of such Shares shall be the mean between the high and low
sales prices, if any, as reported in the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") National Market System for the
date of the grant of the option, or, if none, shall be determined by taking a
weighted average of the means between the highest and lowest sales on the
nearest date before and the nearest date after the date of grant in accordance
with Treasury Regulations Section 25.2512-2. If the Shares are not then either
listed on any such exchange or quoted in Nasdaq, the fair market value shall be
the mean between the average of the "Bid" and the average of the "Ask" prices,
if any, as reported in the National Daily Quotation Service for the date of the
grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales on the nearest date
before and the nearest date after the date of grant in accordance with Treasury
Regulations Section 25.2512-2. If the fair market value cannot be determined
under the preceding three sentences, it shall be determined in good faith by the
Board of Directors.
6. TIME AND MANNER OF EXERCISE OF OPTION
(a) Options granted under the Plan shall, subject to the provisions of
Section 7, be exercisable immediately in full, provided that no option shall be
exercisable prior to approval of the Plan by the stockholders of Datamarine in
accordance with Section 13 hereof.
(b) To the extent that the right to exercise an option has accrued and is
in effect, the option may be exercised in full at one time or in part from time
to time by giving written notice, signed by the person or persons exercising the
option, to Datamarine, stating the number of Shares with respect to which the
option is being exercised, accompanied by payment in full for such Shares, which
payment may be in cash or in whole or in part in Shares of the common stock of
Datamarine already owned for a period of at least six months by the person or
persons exercising the option, valued at fair market value, as determined under
Section 5 hereof, on the date of exercise; provided, however, that there shall
be no such exercise at any one time as to fewer than two hundred fifty (250)
Shares or all of the remaining Shares then purchasable by the person or persons
exercising the option, if fewer than two hundred fifty (250) Shares. Upon such
exercise, delivery of a certificate for paid-up non-assessable Shares shall be
made at the principal Massachusetts office of Datamarine to the person or
persons exercising the option at such time, during ordinary business hours, not
more than thirty (30) days from the date of receipt of the notice by Datamarine,
as shall be designated in such notice, or at such time, place and manner as may
be agreed upon by Datamarine and the person or persons exercising the option.
7. TERMS OF OPTIONS
(a) Each option shall expire ten (10) years from the date of the granting
thereof, but shall be subject to earlier termination as herein provided.
(b) In the event of the death of an optionee, the option granted to such
optionee may be exercised, to the extent the optionee was entitled to do so on
the date of such optionee's death, by the estate of such optionee or by any
person or persons who acquired the right to exercise such option by bequest or
inheritance or otherwise by reason of the death of such optionee. Such option
may be exercised at any time within one (1) year after the date of death of such
optionee, at which time the option shall terminate, or prior to the date on
which the option otherwise expires by its terms, whichever is earlier.
(c) In the event that an optionee ceases to be a director of Datamarine
the option granted to such optionee may be exercised by him, but only to the
extent that under Section 6 hereof the right to exercise the option has accrued
and is in effect. Such option may be exercised at any time within seven (7)
business days after the date such optionee ceases to be a director of
Datamarine, at which time the option shall terminate, but in any event prior to
the date on which the option expires by its terms, whichever is earlier, unless
termination as a director (a) was by Datamarine for cause, in which case the
option shall terminate immediately at the time the optionee ceases to be a
director of Datamarine, (b) was because the optionee has become disabled (within
the meaning of Section 22(e)(3) of the Code), or (c) was by reason of the death
of the optionee. In the case of death, see Section 7(b) of the Plan. In the case
of disability, the option may be exercised, to the extent then exercisable under
Section 6 hereof, at any time within one (1) year after the date of termination
of the optionee's directorship with Datamarine, at which time the option shall
terminate, but in any event prior to the date on which the option otherwise
expires by its terms, whichever is earlier.
8. OPTIONS NOT TRANSFERABLE
The right of any optionee to exercise an option granted to him under the
Plan shall not be assignable or transferable by such optionee otherwise than by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. Any option granted
under the Plan shall be exercisable during the lifetime of such optionee only by
him. Any option granted under the Plan shall be null and void and without effect
upon the bankruptcy of the optionee, or upon any attempted assignment or
transfer, except as herein provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event that the outstanding Shares of the common stock of Datamarine
are changed into or exchanged for a different number or kind of shares or other
securities of Datamarine or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which outstanding options, or portions thereof then unexercised, shall be
exercisable, to the end that the proportionate interest of the optionee shall be
maintained as before the occurrence of such event, and such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of such options and with a corresponding adjustment
in the option price per share.
10. RESTRICTIONS ON ISSUE OF SHARES
Notwithstanding the provisions of Section 6 hereof, Datamarine may delay
the issuance of Shares covered by the exercise of any option and the delivery of
a certificate for such Shares until one of the following conditions shall be
satisfied:
(i) the Shares with respect to which an option has been exercised are at
the time of the issue of such Shares effectively registered under
applicable Federal and state securities acts now in force or
hereafter amended; or
(ii) counsel for Datamarine shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that such Shares
are exempt from registration under applicable Federal and state
securities acts now in force or hereafter amended.
It is intended that all exercises of options shall be effective.
Accordingly, Datamarine shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that Datamarine shall
be under no obligation to cause a registration statement or a post-effective
amendment to any registration statement to be prepared at its expense solely for
the purpose of covering the issue of Shares in respect of which any option may
be exercised, except as otherwise agreed to by Datamarine in writing.
11. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION
Unless the Shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, Datamarine shall be under no obligation to
issue any Shares covered by any option unless the person who exercises such
option, in whole or in part, shall give a written representation and undertaking
to Datamarine which is satisfactory in form and scope to counsel to Datamarine
and upon which, in the opinion of such counsel, Datamarine may reasonably rely,
that he is acquiring the Shares issued to him pursuant to such exercise of the
option for his own account as an investment and not with a view to, or for sale
in connection with, the distribution of any such Shares, and that he will make
no transfer of the same except in compliance with any rules and regulations in
force at the time of such transfer under the Securities Act of 1933, or any
other applicable law, and that if Shares are issued without such registration a
legend to this effect may be endorsed upon the securities so issued. In the
event that Datamarine shall, nevertheless, deem it necessary or desirable to
register under the Securities Act of 1933 or other applicable statutes any
Shares with respect to which an option shall have been exercised, or to qualify
any such Shares for exemption from the Securities Act of 1933 or other
applicable statutes, then Datamarine shall take such action at its own expense
and may require from each optionee such information in writing for use in any
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to Datamarine and its officers and directors from such holder against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.
12. LOANS PROHIBITED
Datamarine shall not, directly or indirectly, lend money to an optionee or
to any person or persons entitled to exercise an option by reason of the death
of an optionee for the purpose of assisting him or them in the acquisition of
Shares covered by an option granted under the Plan.
13. APPROVAL OF STOCKHOLDERS
The Plan shall be subject to approval by the vote of stockholders holding
at least a majority of the voting stock of Datamarine voting in person or by
proxy at a duly held stockholders' meeting, or by written consent of all of the
stockholders, and shall take effect immediately as of its date of adoption upon
such approval.
14. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be borne by Datamarine, and none of such expenses shall be charged to any
optionee.
15. TERMINATION AND AMENDMENT OF PLAN
Unless sooner terminated as herein provided, the Plan shall terminate ten
(10) years from the date upon which the Plan was duly approved by the
stockholders. The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable, provided however that,
except as provided in Section 9 hereof, no modification or amendment to the
provisions of the Plan may be made more than once every six (6) months other
than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder, if the effect of such amendment or
modification would be to change (i) the requirements for eligibility under the
Plan, (ii) the timing of the grants of options to be granted under the Plan or
the exercise price or vesting schedule thereof, or (iii) the number of Shares
subject to options to be granted under the Plan either in the aggregate or to
one director. Any amendment to the provisions of the Plan which (i) materially
increases the number of Shares which may be subject to options granted under the
Plan, (ii) materially increases the benefits accruing to Participants under the
Plan, or (iii) materially modifies the requirement for eligibility to
participate in the Plan, shall be subject to approval by the stockholders of
Datamarine obtained in the manner stated in Section 13 hereof. Termination or
any modification or amendment of the Plan shall not, without the consent of an
optionee, affect his rights under an option previously granted to him.
16. LIMITATION OF RIGHTS IN THE OPTION SHARES
An optionee shall not be deemed for any purpose to be a stockholder of
Datamarine with respect to any of the options except to the extent that the
option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
17. NOTICES
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to Datamarine, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of Datamarine.
18. COMPLIANCE WITH RULE 16b-3
It is the intention of Datamarine that the Plan comply in all respects
with Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange Act
of 1934 (the "Act") and that Participants remain disinterested persons for
purposes of administering other employee benefit plans of Datamarine and having
transactions under such other plans be exempt from Section 16(b) of the Act.
Therefore, if any Plan provision is found not to be in compliance with Rule
16b-3 or if any Plan provisions would disqualify Participants from remaining
disinterested persons, that provision shall be deemed null and void, and in all
events the Plan shall be construed in favor of its meeting the requirements of
Rule 16b-3.
Exhibit 5.1
February 18, 1997
Datamarine International, Inc.
7030 - 220th Street S.W.
Mountlake Terrace, Washington 98043
Re: Registration on Form S-8 of Shares of Common Stock, par value $.01
per share, of Datamarine International, Inc. (the "Company")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to 21,000 shares of Common
Stock, par value $.01 per share, of the Company (the "Common Stock") issuable
under the Datamarine International, Inc. 1992 Stock Option Plan for Non-Employee
Directors (the "Plan"). The shares of Common Stock issuable under or pursuant to
the Plan are hereinafter collectively referred to as the "Shares."
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion. In giving this opinion, we are assuming the authenticity of all
instruments presented to us as originals, the conformity with originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that may be issued pursuant to the Plan have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such Shares and the issuance and sale thereof by the Company in
accordance with the terms of the Plan, and the receipt of consideration therefor
in accordance with the terms of the Plan, such Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ DAVIS WRIGHT TREMAINE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Datamarine International, Inc.
We consent to the incorporation by reference in this registration
statement of Datamarine International, Inc. on Form S-8, relating to the
Datamarine International, Inc. 1992 Stock Option Plan for Non-Employee Directors
of our reports dated December 20, 1996, except for Note 13 to the financial
statements as to which the date is January 8, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Datamarine
International, Inc. and Subsidiaries as of September 28, 1996 and September 30,
1995, and for the years ended September 28, 1996, September 30, 1995 and October
1, 1994, which reports are included in the September 28, 1996 Annual Report on
Form 10-K of Datamarine International, Inc.
/s/ COOPERS & LYBRAND L.L.P.
Seattle, Washington
February 12, 1997
