As filed with the Securities and Exchange Commission Registration No. 33 -
on May 12, 2000
______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
SYMBOL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2308681___
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Symbol Plaza
Holtsville, New York 11742-1300
(631) 738-2400__________
(Address of registrant's principal executive offices)
2000 Directors' Stock Option Plan
(Full title of the plan)
Dr. Jerome Swartz Leonard H. Goldner, Esq.
Chairman of the Board and Chief Senior Vice President and
Executive Officer General Counsel
Symbol Technologies, Inc. Symbol Technologies, Inc.
One Symbol Plaza One Symbol Plaza
Holtsville, New York 11742-1300 Holtsville, New York 11742-1300
(631) 738-2400 (631) 738-2400
______________________________________________________________________________
(Name and address of agents for service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Proposed
Title of Each Proposed Maximum
Class of maximum aggregate Amount of
Securities to Amount to be offering price offering registration
Be registered Registered* per share** price** fee
Common Stock 750,000 $41.75 $31,312,500.00 $8,266.50
______________________________________________________________________________
TOTAL $8,266.50
* The plan, which initially provided for the grant of options to purchase
up to 500,000 shares of the Registrant's Common Stock, was adopted by
the Registrant's Board of Directors on February 14, 2000 subject to
shareholder approval which was obtained on May 8, 2000. On April 5,
2000, the Registrant effected a three for two stock split. In
accordance with the terms of the plan, the number of shares of Common
Stock which are the subject of options under the plan was adjusted to
750,000 to reflect this stock split.
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "1933 Act"), this registration statement also covers an
indeterminate number of shares of the Registrant's Common Stock as may
be required to cover possible adjustments under the plan.
** Estimated pursuant to Rule 457(c) of the 1933 Act solely for the purpose
of calculation of the registration fee, on the basis of the average high
and low prices of the Registrant's Common Stock as quoted on the New
York Stock Exchange on a date within five (5) days of filing hereof.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") will be or have
been sent or given to participants in the plan listed on the cover of the
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the 1933
Act. Such document(s) are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated
herein by reference:
(1) Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 which is the Company's latest Annual Report on Form 10-
K filed pursuant to Section 13(a) of 15(d) of the Securities and Exchange Act
of 1934 (the "Exchange Act") which contains certified financial statements for
the Company's latest fiscal year for which a Form 10-K was required to have
been filed.
(2) Registrant's Proxy Statement dated March 15, 2000.
(3) Quarterly Report on Form 10Q for the quarterly period ending
March 31, 2000, filed pursuant to the Exchange Act.
(4) The description of the Company's Common Stock which is
contained in a registration statement on Form 8-B dated November 23, 1987 filed
under Section 12 of the Exchange Act, including any amendment or reports filed
for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the time of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the 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 such statement so
modified or so superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Item 4. Not applicable
Item 5. Interests of Named Experts and Counsel
Certain legal matters related to this offering have been passed
upon for the Company by Leonard H. Goldner, Senior Vice President, General
Counsel and Secretary of the Company. As of May 8, 2000, Mr. Goldner, owned in
the aggregate 318,063 shares of Common Stock. In addition, Mr. Goldner owns
options to purchase an aggregate of 436,874 shares of Common Stock (including
options to purchase 71,250 shares held by a Trust of which Mr. Goldner is a Co-
Trustee and a beneficiary). Mr. Goldner's wife owns 6,150 shares of the Common
Stock of the Company and is co-trustee of a trust which owns 168,749 shares of
Common Stock. Mr. Goldner disclaims beneficial ownership of any shares held by
his wife or this trust.
Item 6. Indemnification of Directors and Officers
The indemnification of officers and directors of the Company is
governed by Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"). Among other matters, the DGCL permits indemnification of a
director, officer, employee or agent in civil, criminal, administrative or
investigative actions, suits or proceedings (other than any action by or in the
right of the corporation) to which such person is a party or is threatened to
be made a party by reason of the fact of such relationship with the corporation
or the fact that such person is or was serving in a similar capacity with
another entity at the request of the corporation against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. Indemnification in a
suit by or in the right of the corporation is permitted if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, but no indemnification may be made in
such suit to any person adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which
the action was brought determines that, despite the adjudication of liability,
such person is under all circumstances, fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Under the
DGCL, to the extent that a director, officer, employee or agent is successful,
on the merits or otherwise, in the defense of any action, suit or proceeding or
any claim, issue or matter therein (whether or not the suit is brought by or in
the right of the corporation), he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him. In all
cases in which indemnification is permitted (unless ordered by a court), it may
be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the party
to be indemnified. The determination must be made by a majority vote of a
quorum consisting of the directors who were not parties to the action or, if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or by the stockholders. The statute authorizes the corporation to pay
expenses incurred by an officer or director in advance of a final disposition
of a proceeding upon receipt of an undertaking, by or on behalf of the person
to whom the advance will be made, to repay the advance if it shall ultimately
be determined that he was not entitled to indemnification.
The DGCL provides that indemnification and advances of expenses
permitted thereunder are not to be exclusive of any rights to which those
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The Company's by-laws provide that the Company shall indemnify its
officers and directors to the fullest extent permitted by law. Such by-law
provisions are intended to be broader than the statutory indemnification
provided in the DGCL. However, the extent to which such broader
indemnification may be permissible under Delaware law has not been established.
The DGCL also authorizes a corporation to purchase and maintain
liability insurance on behalf of its directors, officers, employees and agents
regardless of whether the corporation would have the statutory power to
indemnify such persons against the liabilities insured and the Company
maintains such insurance.
The Certificate of Incorporation of the Company provides that no
director of the Company shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as director
except for liability (i) for any breach of the director's duty of liability to
the Company or its shareholders, (ii) for acts of omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
for paying a dividend or approving a stock repurchase in violation of Section
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company has agreements with all directors and executive officers
pursuant to which they are indemnified to the maximum extent allowable by
Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed 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.
Item 7. Not Applicable
Item 8. Exhibits
4 2000 Directors' Stock Option Plan
5(a) Opinion and Consent of Leonard H. Goldner
5(b) The Company undertakes to submit the Plan, and any
amendments, to the Internal Revenue Service in a timely
manner for a determination letter as to its qualified
status, and the Company will make any changes required
by the IRS in order to qualify the Plan.
23.1 Consent of Deloitte & Touche
23.2 Consent of Leonard H. Goldner
(included in Exhibit 5(a))
24 Power of Attorney of Directors and certain officers
of the Company (see page 8)
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 1933 Act;
(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,
represents 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) ( 230.424(b) of this chapter) 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)(l)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 ( 239.13 of this chapter) or Form S-8 (
239.16b of this chapter) 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 Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
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.
(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 section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to 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
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 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 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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Jerome Swartz, Tomo Razmilovic and
Leonard H. Goldner, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, 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 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 substitute or substitutes, may
lawfully do or cause to be done by virtue hereof and the registrant hereby
confers like authority on its behalf.
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 Hamlet of Holtsville, State of New York, on this 8th
day of May, 2000.
SYMBOL TECHNOLOGIES, INC.
By /s/ Jerome Swartz____
Jerome Swartz
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the
Board, Chief Executive
/s/Jerome Swartz Officer and Director May 8, 2000
Jerome Swartz
/s/Ramond R. Martino Director May 8, 2000
Raymond R. Martino
/s/Harvey P. Mallement Director May 8, 2000
Harvey P. Mallement
/s/Saul P. Steinberg Director May 8, 2000
Saul P. Steinberg
/s/Lowell C. Freiberg Director May 8, 2000
Lowell C. Freiberg
/s/George Bugliarello Director May 8, 2000
George Bugliarello
/s/Charles B. Wang Director May 8, 2000
Charles B. Wang
/s/Tomo Razmilovic President, Chief Operating Officer May 8, 2000
Tomo Razmilovic and Director
/s/Leo A. Guthart Director May 8, 2000
Leo A. Guthart
/s/James Simons Director May 8, 2000
James Simons
/s/Kenneth V. Jaeggi Senior Vice President May 8, 2000
Kenneth V. Jaeggi Finance (Chief Financial Officer)
/s/Brian T. Burke Senior Vice President and
Brian T. Burke Controller (Chief Accounting May 8, 2000
Officer)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________
SYMBOL TECHNOLOGIES,INC.
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Page
4 2000 Directors' Stock Option Plan
5(a) Opinion and Consent of Leonard H. Goldner
5(b) The Company undertakes to submit the Plan, and
any amendments, to the Internal Revenue Service
in a timely manner for a determination letter
as to its qualified status, and the Company
will make any changes required by the IRS in
order to qualify the Plan.
23.1 Consent of Deloitte & Touche
23.2 Consent of Leonard H. Goldner
(included in Exhibit 5(a))
24 Power of Attorney of Directors and certain officers of the Company
(see page 8 of Form S-8)
EXHIBIT 4
ANNEX A
THE 2000 DIRECTORS' STOCK OPTION PLAN
SYMBOL TECHNOLOGIES, INC.
1. Purpose. The 2000 Directors' Stock Option Plan (the "Plan") of
Symbol Technologies, Inc. (the "Company"), a Delaware corporation, is
designated to aid the Company in retaining and attracting the services of
members of the Board of Directors of the Company (the "Board") who are not
employees of the Company or any of its subsidiaries ("Non-Employee Directors")
of exceptional ability by enabling such directors to purchase a proprietary
interest in the Company, thereby stimulating in such individuals an increased
awareness of the interests of the Company's shareholders encouraging them to
contribute to the continued growth and success of the Company.
2. Amount and Source of Stock. The total number of shares of Common
Stock, par value $.01 per share (the "Shares"), of the Company which may be
the subject of options granted pursuant to the Plan shall not exceed 500,000
of the Company's Shares subject to adjustment as provided in Paragraph 7.
Such Shares may be reserved or made available from the Company's authorized
and unissued Shares or from Shares reacquired and held in the Company's
treasury. In the event that any option granted hereunder shall terminate
prior to its exercise in full for any reason, then the Shares subject to such
option shall be added to the Shares otherwise available for issuance pursuant
to the exercise of options under the Plan.
3. Administration. The Plan shall be administered by the Board. The
Board shall have all the powers vested in it by the terms of the Plan, such
powers to include authority (within the limitations described herein) to
prescribe the form of the agreement embodying awards of nonqualified stock
options made under the Plan ("Options"). The Board shall, subject to the
provisions of the Plan, grant Options under the Plan and shall have the power
to construe the Plan, to determine all questions arising thereunder and to
adopt and amend such rules and regulations for the administration of the Plan
as it may deem desirable. Any decisions of the Board in the administration of
the Plan, as described herein, shall be final and conclusive. The board may
act only by a majority of its members in office, except that the members
thereof may authorize the Secretary or any other executive officer of the
Company to execute and deliver documents on behalf of the Board. No member of
the board shall be liable for anything done or omitted to be done by him or by
any other member of the Board in connection with the Plan, except for his own
willful misconduct or as expressly provided by statute.
4. Participation. Each Non-Employee Director shall be eligible to
receive an option in accordance with Paragraph 5 below.
5. Awards under the Plan. (a) Awards under the Plan shall include only
Options, which are rights to purchase Shares of the company. Such Options are
subject to the terms, conditions and restrictions specified in Paragraph 6
below.
(b) A Non-Employee Director to whom an Option is granted (and any person
succeeding to such a Non-Employee Director's rights pursuant tot he Plan)
shall have no rights as a shareholder with respect to any Shares issuable
pursuant to any such Option until the Acquisition Date set forth in
Subparagraph 6(f) below. Except as provided in Paragraph 7 below, no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date of receipt of such payments.
6. Nonqualified Stock Options. Each Option granted under the Plan shall
be evidenced by an agreement in such form as the Board shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions:
(a) The Option exercise price shall be the fair market value of the
Shares subject to such Option on the date the Option is granted, which shall
be the closing price on the date of grant as reported on the New York Stock
Exchange Composite Transactions Tape, or if no Shares were traded on that
date, on the last preceding date on which the Shares were traded.
Notwithstanding the foregoing, the Option exercise price for Options granted
prior to the date on which approval of the Plan shall have been obtained from
the shareholders of the Company shall be the greater of the closing price as
reported on the New York Stock Exchange Composite Transactions Tape on the
date of grant or on the date such shareholder approval shall have been
obtained.
(b) Subject to Paragraph 11 hereof, each Non-Employee Director who is
first elected to the Board on or after the date hereof shall receive a grant
of an Option to purchase 50,000 Shares on the date he first becomes a member
of the Board. In addition to the foregoing, each Non-Employee Director who is
a Director of the Company on the date hereof shall automatically be granted an
Option to purchase 50,000 Shares on such date.
(c) Subject to the provisions of Subparagraph 6(d) hereof, Options shall
not be transferable except by will or the laws of descent and distribution.
Options shall be exercisable during the optionee's lifetime only the optionee
(or his duly appointed guardian or conservator).
(d) The board may, in its discretion, authorize the transfer of all or a
portion of any Options on terms which permit the transfer by the optionee to
(i) the spouse, children or grandchildren of the optionee ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate
Family Members, or (iii) a partnership in which such Immediate Family Members
and/or the optionee are the only partners, provided that (a) the optionee
shall receive the approval of the Board prior to such transfer, and such
transfer must be limited to the persons or entities listed in this
Subparagraph 6(d) and subsequent transfers of such transferred Options shall
be prohibited except in accordance with this Paragraph 6. Following any such
transfer, such Options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to such transfer, provided
that for purposes of this plan, the term "optionee" shall be deemed to refer
to the transferee. In the event the transferor ceases to be a Non-Employee
Director, the provisions provided herein shall continue to be applicable to
the Option and shall limit the ability of the transferee to exercise any such
transferred Options to the same extent they would have limited the optionee.
(e) Options shall not be exercisable before the expiration of one year
from the date of grant and after the expiration of ten years from the date of
grant, and my be exercised during such period as follows: twenty-five percent
(25%) of the total number of Shares covered by an Option shall become
exercisable each year beginning with the first anniversary of the date such
Option is granted.
(f) Options shall be exercised when written notice of such exercise,
signed by the person entitled to exercise the Option, has been delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office. Said notice shall specify the number of Shares for
which the Option is being exercised and shall be accompanied by (i) such
documentation, if any, as may be required by the Company as provided in
Subparagraph 10(b), and (ii) payment of the aggregate Option exercise price.
Such payment shall be in the form of (i) cash or a certified check (unless
such certification is waived b the Company) payable to the order of the
Company in the amount of the aggregate Option exercise price, (ii)
certificates duly endorsed for transfer (with all transfer taxes paid or
provided for) evidencing a number of Shares (provided, however, that such
Shares have been owned by the Optionee for at least six months) of which the
aggregate fair market value on the date exercised is equal to the aggregate
Option exercise price of the Shares being purchased; (iii) by delivering to
the Company (a) irrevocable instructions to deliver the stock certificates
representing the Shares for which the Option is being exercised, directly to a
broker, and (b) instructions to the broker to sell such Shares and promptly
deliver to the Company the portion of the sale proceeds equal to the aggregate
Option exercise price, or (iv) a combination of these methods of payment.
Delivery of said notice shall constitute an irrevocable election to purchase
the Shares specified in said notice, and the date on which the Company
receives the last of said notice documentation and the aggregate Option
exercise price for all of the Shares covered by the notice shall, subject to
the provisions of Paragraph 10 hereof, be the date as of which the Shares so
purchased shall be deemed to have been acquired (the "Acquisition Date").
(g) Options shall not be exercisable unless the person to whom the Option
was granted has been at all times during the period beginning with the date
of grant of the Option and ending on the date of such exercise a Non-
Employee Director of the Company, except that
A. If such person shall cease to be such a Non-Employee Director for
reasons other than death, while holding an Option that has not
expired and has not been fully exercised, such person, at any time
within one hundred and eighty (180) days of the date he ceased to be
such a Non-Employee Director (but in no event after the Option has
expired under the provisions of Subparagraph 6(e) above), may
exercise the Option with respect to any Shares as to which he could
have exercised the Option on the date he ceased to be a Non-Employee
Director; or
B. If any person to whom an Option has been granted shall die
holding an Option that has not expired and has not been fully
exercised, his executors, administrators, heirs or distributes, as
the case may be, may, at any time within one year after the date of
such death (but in o event after the Option has expired under the
provisions of Subparagraph 6(c) above), exercise the Option with
respect to any Shares as to which the decedent could have exercised
the option at the time of his death.
7. Dilution and Other Adjustments. In the event of any change after the
date hereof in the outstanding Shares of the Company by reason of any stock
split, stock dividend, split-up, split-off, recapitalization, merger,
consolidation, rights offering, reorganization, combination or exchange of
shares, a sale by the Company of all or virtually all of its assets, any
distribution to shareholders other than a normal cash dividend, or other
extraordinary or unusual events, the number or kind of shares that may be
issued under the Plan pursuant to Paragraph 2 above, and the number or kind of
common stock subject to, and the Option exercise price per share under all
outstanding Options shall be automatically adjusted so that the proportionate
interest of the participant shall be maintained as before the occurrence of
such event. Any fractional share resulting from adjustments pursuant to this
paragraph shall be eliminated from any then outstanding Option. Adjustments
under this paragraph shall be made by the Board, whose determination thereof
shall be conclusive and binding.
8. Miscellaneous Provisions.
a. Except as expressly provided for in the Plan, no person shall
have any claim or right to be granted an Option under the Plan.
Neither the Plan nor any action taken hereunder shall be construed as
giving any Non-Employee Director any right to be retained in the
service of the Company or to continue to serve as a Director of the
Company.
b. Except as expressly set forth herein, a participant's rights and
interest under the Plan may not be assigned or transferred,
hypothecated or encumbered in whole or in part either directly or by
operation of law or otherwise (except in the event of a participant's
death, by will or the laws of descent and distribution), including,
but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, and no such
right or interest of any participant in the Plan shall be subject to
any obligation or liability of such participant.
c. It shall be a condition to the obligation of the Company to issue
Shares upon exercise of an Option, that the participant (or any
beneficiary or person entitled to act under Subparagraph 6(d) above)
pay to the Company, upon its demand, such amount as may be requested
by the Company for the purpose of satisfying any liability to
withhold federal, state, local or foreign income or other taxes. If
the amount requested is not paid, the Company may refuse to issue any
Shares and all rights under the Option shall become null and void.
d. The expenses of the Plan shall be borne by the Company.
e. The Plan shall be unfounded. The Company shall not be required
to establish any special or separate fund or to make any other
segregation of assets to assure the issuance of Shares upon exercise
of any Option under the Plan, and rights to the issuance of Shares
upon exercise of Options shall be subordinate to the claims of the
Company's general creditors.
f. By accepting any Option or other benefit under the Plan, each
participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company or
the Board.
g. The masculine pronoun means the feminine and the singular means
the plural in the Plan, wherever appropriate.
9. Amendment or Discontinuance. The Plan may be amended at any time
and from time to time by the Board as the Board shall deem advisable;
provided, however, that no amendment shall become effective without
shareholder approval if such shareholder approval is required by law, rule or
regulation, and provided further, to the extent required by Rule 16b-3 under
Section 16 of the Securities Exchange Act of 19334, in effect from time to
time, Plan provisions relating to the amount, price and timing of Options
shall not be amended more than once every six months, except that the
foregoing shall not preclude any amendment to comport with changes in the
Internal Revenue code of 1986 or the rules thereunder in effect from time to
time. No amendment of the Plan shall materially and adversely affect any
right of the optionee with respect to any Option theretofore granted without
such optionee's written consent.
10. General Restrictions.
(a) No Option granted hereunder shall be exercisable if the Company
shall, at any time and in its sole discretion, determine that (i) the listing
upon any securities exchange, registration or qualification under any state or
federal law of any Shares otherwise deliverable upon such exercise, or (ii)
the consent or approval of any regulatory body or the satisfaction of
withholding tax or other withholding liabilities, is necessary or appropriate
in connection with such exercise. In any of such events, the exercisability
of such Options shall be suspended and shall be not effective unless and until
such withholding, listing, registration, qualification or approval shall have
been effected or obtained free of any conditions not acceptable to the Company
in its sole discretion, notwithstanding any termination of any Option or any
portion of an Option during the period when exercisability has been suspended.
(b) The Board may require, as a condition to the right to exercise
an Option, that the Company receive from the optionee, at the time of any such
exercise, representations, warranties and agreements to the effect that the
shares are being purchased by its optionee without any present intention to
sell or otherwise distribute such Shares in violation of the Securities act of
1933 (the "1933 Act") and that the optionee will not dispose of such Shares in
transactions which, in the opinion of counsel to the Company, would violate
the registration provisions of the 1933 Act and the rules and regulations
thereunder and any applicable "blue sky" laws or regulations. The
certificates issued to evidence such Shares shall bear the appropriate legends
summarizing such restrictions on the disposition thereof.
11. Shareholder Approval and Adoption. The Plan shall be submitted to the
shareholders of the Company for approval in accordance with the applicable
provisions of the General Corporate Law of the State of Delaware as promptly
as practicable and in any event by September 30, 2000. Any Options granted
hereunder prior to such shareholder approval shall not be exercisable unless
and until such approval is obtained. If such approval is not obtained by
September 30, 2000, the Plan and any Options granted hereunder shall be
terminated.
12. Termination. Unless the Plan shall theretofore have been terminated
in accordance with Paragraph 11 above, the Plan shall terminate on February
13, 2010 and no Options under the Plan shall thereafter be granted, provided,
however, the Board at any time may, in its sole discretion, terminate the Plan
prior to the foregoing date. No termination of the Plan shall without the
consent of the holder of any existing Option, materially and adversely affect
his rights under such Option.
EXHIBIT 4.3
EXHIBIT 5(A)
May 8, 2000
Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, New York 11742-1300
Dear Sirs:
Symbol Technologies, Inc., a Delaware corporation (the "Company"),
intends to transmit for filing with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended on Form S-
8 (the "Registration Statement") which relates to an aggregate of 750,000
shares (the "Shares"), of the Company's Common Stock, par value $.01 per
share, which are being offered pursuant to the Company's 2000 Directors' Stock
Option Plan (the "2000 Plan"). This opinion is an exhibit to the Registration
Statement.
I am Senior Vice President, General Counsel and Secretary of the Company.
I have acted as counsel to the Company and in such capacity have participated
in various corporate and other proceedings taken by or on behalf of the
Company in connection with the proposed offer and sale of the Shares referred
to above as contemplated by the Registration Statement. I have taken part in
the preparation or examined copies (in each case signed, certified or
otherwise proven to my satisfaction) of the Company's Certificate of
Incorporation, its By-Laws as presently in effect, minutes and other
instruments evidencing actions taken by its directors and shareholders, the
Registration Statement and exhibits thereto and such other documents and
instruments relating to the Company and the proposed offering as I have deemed
necessary under the circumstances. Insofar as this opinion relates to
securities to be issued in the future, I have assumed that all applicable
laws, rules and regulations in effect at that time of such issuance are the
same as such laws, rules and regulations in effect as of the date hereof.
I note that I am a member of the Bar of the State of New York and that I
am not admitted to the Bar of the State of Delaware. To the extent that the
opinion expressed herein involves the law of Delaware, my opinion is based
solely upon my reading of the Delaware General Corporation Law and my review
of the Company's certified Certificate of Incorporation.
Symbol Technologies, Inc.
May 8, 2000
Page -2-
In connection with my rendering of this opinion, I wish to note that, as
of May 8, 2000, I own in the aggregate 318,063 shares of the Common Stock of
the Company. In addition, I own options to purchase an aggregate of 436,874
shares of Common Stock, (including options to purchase 71,250 shares held by a
trust of which I am a co-trustee and a beneficiary). My wife owns 6,150
shares of the Common Stock of the Company and is co-trustee of a trust which
owns options to purchase 168,749 shares of Common Stock. I disclaim
beneficial ownership of any shares held by my wife or this trust.
Subject to and based on the foregoing, it is my opinion that:
1. The Company has been duly incorporated under the laws of the State
of Delaware and has an authorized capital stock consisting of
300,000,000 shares of Common Stock, par value $.01 per share and
10,000,000 shares of Preferred Stock, par value $1.00 per share.
2. Subject to the effectiveness of the Registration Statement and
compliance with applicable state securities laws, Shares issued
upon the valid exercise of options issued pursuant to the 2000
Plan will be duly authorized, legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company
under the securities or "Blue Sky" laws of any state.
Very truly yours,
/s/ Leonard H. Goldner
Leonard H. Goldner
Senior Vice President
and General Counsel
LHG:lac
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Symbol Technologies, Inc. on Form S-8 of our report dated February 11, 2000
appearing in the Annual Report on Form 10-K of Symbol Technologies, Inc. for
the year ended December 31, 1999.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
May 9, 2000
EXHIBIT 23.2
(Included in Exhibit 5(a))
EXHIBIT 24
(See Page 8 of Form S-8)
regist\s8plan.doc
regist\s8plan-form.doc
