<PAGE> 1
As filed with the Securities and Exchange Commission on July 25, 1997
SEC File No. 1-5075
Registration No.
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
F O R M S - 8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EG&G, INC.
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(Exact name of issuer as specified in its charter)
MASSACHUSETTS 04-2052042
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 WILLIAM STREET, WELLESLEY, MASSACHUSETTS 02181
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(Address of Principal Executive Offices) (zip code)
EG&G, INC. 1992 STOCK OPTION PLAN
---------------------------------
(Full Title of the plan)
MURRAY GROSS, ESQ., GENERAL COUNSEL, EG&G, INC.
45 William Street, Wellesley, Massachusetts 02181
(617)437-5100)
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(Name, address and telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount (2) Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
---------- ---------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock 847,542 $20.6875 $17,533,525 $5,313.19
$1 par value shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. This
estimated fee is based on the average of the high ($20.9375) and low ($20.4375)
prices paid for a share of EG&G, Inc. Common Stock on July 22, 1997 as reported
on the New York Stock Exchange Composite Transactions Tape.
(2) The prospectus covering securities registered under this Registration
Statement relates also to Registration Statements Nos. 2-61241, 2-98168,
33-36082, 33-49898, 33-57606, 33-54785, 33-62805, and 333-8811 and is intended
to be the common prospectus referred to in Rule 429 under the Securities Act of
1933 for such Registration Statements.
1
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:
a. EG&G, Inc.'s ("EG&G", the "Company" or the "Registrant") latest
annual report filed pursuant to Section 13 (a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act, that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or the Company's effective registration statement on
Form 10 and 10-SB, 20-F, or 40-F filed under the Exchange Act containing audited
financial statements for the Company's latest fiscal year.
b. All other reports filed by the Company pursuant to Section 13 (a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
documents referred to in (a) above.
c. The Company's definitive proxy statement or information statement, if
any, filed pursuant to Section 14 of the Exchange Act in connection with the
latest annual meeting of its stockholders, and any definitive proxy or
information statements so filed in connection with any subsequent special
meetings of its stockholders.
d. The description of the Company's Common Stock as contained in Form
10, dated April 29, 1965, as amended by Form 8, dated June 5, 1990, and
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
2
<PAGE> 3
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
ACCOUNTANTS - The financial statements and schedules of the Company
included in the Company's Annual Report on Form 10K for the year ended December
29, 1996 and incorporated by reference herein have been audited by Arthur
Anderson LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
LEGAL OPINION - The validity of the shares of Common Stock to be offered
hereunder has been passed upon for EG&G by Murray Gross, Senior Vice President,
General Counsel and Clerk of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 67, Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, as amended, (the "Massachusetts Business Corporation Law") and
Article V, Section 9 of EG&G's By-Laws, to which reference is hereby made,
contain provisions authorizing indemnification by EG&G of directors, officers,
employees or agents against certain liabilities and expenses which they may
incur as directors, officers, employees or agents of EG&G or of certain other
entities. Section 67, Chapter 156B of the Massachusetts Business Corporation Law
provides that the indemnification of directors, officers, employees, and agents
of a corporation and persons who serve at the corporation's request as
directors, officers, employees, and other agents of another organization may be
provided to whatever extent as shall be specified by (i) the articles of
organization of the corporation 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. Unless otherwise provided in the
articles of organization or the by-laws, the indemnification of any persons
described above who are not directors of the corporation may be provided by the
corporation 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 prior to the final disposition of such action or
proceeding, upon receipt of an undertaking by the indemnified person to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67 of the Massachusetts Business Corporation Law. Any
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. Indemnification may not be provided for any person with
respect to any matter as to which that person shall have been adjudicated in any
proceeding to not have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation.
Section 65 of the Massachusetts Business Corporation Law provides a
limitation on the imposition of liability under other sections of the
Massachusetts Business Corporation Law. Under this Section, a director, officer
or incorporator of a corporation is to perform his duties in good faith and in a
manner he reasonably believes to be in the best interests of the corporation and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances. Such director, officer or incorporator is entitled
to rely on information, opinions, reports or records, including financial
statements, books of accounts and other financial records which are prepared by
or presented by or under the supervision of (1) one or more officers or
employees of the corporation whom the director, officer or incorporator
reasonably believes to be reliable and competent in the matters presented, or
(2) counsel, public accountants or other persons as
3
<PAGE> 4
to matters which the director, officer or incorporator reasonably believes to be
within such a person's professional expert competence, or (3) in the case of a
director, a duly constituted committee of the board upon which he does not
serve, as to matters within its delegated authority, which committee the
director reasonably believes to merit confidence. If a director, officer or
incorporator performs his duties in the manner that is set forth above, that
fact shall be an absolute defense to any claim asserted against him except as
expressly provided by statute.
Section 13 of the Massachusetts Business Corporation Law provides that
the articles of organization of a corporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of a fiduciary duty as a
director notwithstanding any provision of law imposing such liability; provided,
however, that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Six of the Restated Articles of Organization of the Registrant contains
a provision consistent with Section 13 of the Massachusetts Business Corporation
Law and provides that to the fullest extent permitted by the Massachusetts
Business Corporation Law, a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability.
Section 9 of Article V of the By-laws of the Registrant contains
provisions relating to the indemnification of directors and officers of the
Registrant which are consistent with Section 67 of the Massachusetts Business
Corporation Law. This Section provides that no indemnification will be provided
to any person who was or is a director or officer with respect to any matter as
to which such person shall have been finally 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; nor shall indemnification be provided where
the corporation is required or has undertaken to submit to a court the question
of whether or not indemnification by it is against public policy and it has been
finally determined that such indemnification is against public policy; provided,
however that, prior to such final adjudication, the corporation may compromise
and settle any such claims and liabilities and pay such expenses, if such
settlement or payment, or both, appears, in the judgment of a majority of those
members of the Board of Directors who are not directly involved in such matters,
to be for the best interest of the corporation as evidenced by a resolution to
that effect adopted after receipt by the corporation of a written opinion of
counsel for the corporation that, based upon the facts available to such counsel
such person has not acted in a manner that would prohibit indemnification.
Section 67 of the Massachusetts Business Corporation Law also contains
provisions authorizing a corporation to obtain insurance on behalf of any
director, officer, employee or agent of the corporation against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. The Registrant maintains directors' and officers' liability and
company reimbursement liability insurance. Subject to certain deductibles, such
insurance will pay up to $50,000,000 per year on claims or errors and omissions
against the Registrant's directors and officers and will reimburse the
Registrant for amounts paid to indemnify directors and officers against the
costs of such claims pursuant to the Registrant's By-Laws.
4
<PAGE> 5
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated herein by
reference:
5
<PAGE> 6
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- -------- ------- ------------
<S> <C> <C>
4. (i) EG&G's Restated Articles of Organization, filed with the
Massachusetts Secretary of the Commonwealth on July 31, 1995 were
filed as an Exhibit to EG&G's Registration statement on Form S-8,
File No. 33-62805 and are herein incorporated by reference N/A
(ii) EG&G's By-Laws as amended on May 3, 1995 were filed as an Exhibit
to EG&G's Registration Statement on Form S-8, File No. 33-62805
and are herein incorporated by reference N/A
(iii) The form of certificate used to evidence ownership of EG&G Common
Stock, $1 par value, was filed as Exhibit 4(a) to EG&G's
Registration Statement on Form S-3, File No. 2-69642 and is herein
incorporated by reference N/A
(iv) Form of Indenture dated June 28, 1995 between the Company and
the First National Bank of Boston, as Trustee, was filed with
the Commission as Exhibit 4.1 to EG&G's Registration Statement
on Form S-3, File No. 33-59675 and is herein incorporated by
reference N/A
(v) The Rights Agreement dated as of January 25, 1995 between EG&G,
Inc. and The First National Bank of Boston was filed as Exhibit
4.1 to the Company's Form 8-K dated January 25, 1995 and is
herein incorporated by reference N/A
(vi) The EG&G, Inc. 1992 Stock Option as amended and restated as of
May 21, 1997 12
(vii) The EG&G, Inc. 1982 Incentive Stock Option Plan, as amended and
restated as of April 24, 1990, was filed as Exhibit 4(v) to EG&G's
Registration Statement on Form S-8, File No. 33-36082 and is
herein incorporated by reference N/A
(viii) The EG&G, Inc. 1978 Non-Qualified Stock Option Plan, as amended
through January 26, 1988, was filed as Exhibit 4(vii) to EG&G's
Registration Statement on Form S-8, File No. 33-36082 and is
herein incorporated by reference N/A
5. Opinion of Murray Gross, Esquire, Senior Vice President, General
Counsel and Clerk to EG&G, Inc. 23
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
24. Consent of Experts and Counsel
(i) Consent of Arthur Andersen LLP 25
(ii) Consent of Murray Gross, Esquire, is contained in his Opinion
filed as Exhibit 5 N/A
25. Power of Attorney 10
</TABLE>
7
<PAGE> 8
Item 9. UNDERTAKINGS
EG&G hereby undertakes:
(1) To file during any period in which offers or sales are being
made, post-effective amendment(s) 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 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; and
(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 (1)(i) and (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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(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 Plan.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(5) 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 Securities 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
Securities Act and will be governed by a final adjudication of such issue.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act, EG&G 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 Town of
Wellesley, Commonwealth of Massachusetts, on the 23rd day of July 1997.
EG&G, Inc.
By: /s/ John M. Kucharski
---------------------------
John M. Kucharski, Chairman of
the Board, President and Chief
Executive Officer
9
<PAGE> 10
POWER OF ATTORNEY
We, the undersigned officers and directors of EG&G, Inc., hereby
severally constitute John M. Kucharski and Murray Gross, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below, the
Registration Statement filed herewith and any amendments to said Registration
Statement, and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable EG&G, Inc. to comply with the
provisions of the Securities Act of 1933 as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Witness our hands and common seals on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
(i) Principal Executive Officer
/s/ John M. Kucharski Chairman of the July 23, 1997
- -------------------------- Board, President and -------------
John M. Kucharski Chief
Executive Officer
(ii) Principal Financial Officer
/s/ John F. Alexander, II Senior Vice President July 23, 1997
- -------------------------- and Chief Financial -------------
John F. Alexander, II Officer
(iii) Principal Accounting Officer
/s/ William J. Ribaudo Corporate Controller July 23, 1997
- -------------------------- -------------
William J. Ribaudo
10
<PAGE> 11
(iv) A majority of the Board of
Directors
/s/ John M. Kucharski Director July 23, 1997
- -------------------------- -------------
John M. Kucharski
/s/ Tamara J. Erickson Director July 23, 1997
- -------------------------- -------------
Tamara J. Erickson
/s/ John B. Gray Director July 23, 1997
- -------------------------- -------------
John B. Gray
Director July 23, 1997
- -------------------------- -------------
Kent F. Hansen
/s/ John F. Keane Director July 23, 1997
- -------------------------- -------------
John F. Keane
/s/ Nicholas A. Lopardo Director July 23, 1997
- -------------------------- -------------
Nicholas A. Lopardo
/s/ Greta E. Marshall Director July 23, 1997
- -------------------------- -------------
Greta E. Marshall
/s/ Michael C. Ruettgers Director July 23, 1997
- -------------------------- -------------
Michael C. Ruettgers
/s/ John Larkin Thompson Director July 23, 1997
- -------------------------- -------------
John Larkin Thompson
/s/ G. Robert Tod Director July 23, 1997
- -------------------------- -------------
G. Robert Tod
11
<PAGE> 1
EXHIBIT 4 (vi)
EG&G, INC.
1992 STOCK OPTION PLAN
(AS AMENDED AND RESTATED AS OF MAY 21, 1997)
1. PURPOSE.
The purpose of the EG&G, Inc., 1992 Stock Option Plan (the "Plan") is to
enhance the profitability and value of EG&G, Inc. (the "Company") for the
benefit of its stockholders by offering an opportunity to the key employees,
officers, and employee directors of the Company and its subsidiaries to
participate in the Company's growth, thus stimulating their efforts on behalf of
the Company and strengthening their desire to remain with the Company or one of
its subsidiaries.
Except where the context otherwise requires, the term "Company" shall
include all present and future subsidiaries of the Company as defined in
Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or
replaced from time to time (the "Code").
2. TYPE OF OPTIONS; ADMINISTRATION.
(a) Type of options. Options granted pursuant to the Plan may be either
incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-statutory options which are not intended to meet
the requirements of Section 422 of the Code. Stock appreciation rights may be
granted under the Plan in accordance with Article 10.
(b) Administration. The Plan will be administered by a committee
("Committee") appointed by the Board of Directors of the Company, whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. The Committee shall consist of not less than three (3)
members of the Board of Directors, each of whom shall be a "disinterested
person" as contemplated by Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act"), or any successor rule ("Rule 16b-3"). The
Committee may in its sole discretion grant options to purchase shares of the
Company's Common Stock, $1 par value ("Common Stock"), and provide for the
issuance of shares upon exercise of such options as provided in the Plan. The
Committee shall have authority, subject to the express provisions of the Plan,
to construe the respective stock option agreements and the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan, to
<PAGE> 2
determine the terms and provisions of the respective stock option agreements,
and to make all other determinations in the judgment of the Committee necessary
or desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any stock option agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge
of such expediency. No director or person acting pursuant to authority delegated
by the Board of Directors shall be liable for any action or determination made
in good faith.
(c) Applicability of Rule 16b-3. Those provisions of the Plan which make
express reference to Rule 16b-3 shall apply only to such persons as are required
to file reports under Section 16(a) of the Exchange Act (a "Reporting Person").
3. ELIGIBILITY.
(a) General. Options may be granted to persons who are, at the time of grant,
key employees, officers or directors (so long as such directors are also
employees) of the Company or its subsidiaries.
(b) Relevant Factors. In selecting the individuals to whom options shall be
granted, as well as in determining the number of shares subject to each option,
the Committee shall consider the positions and responsibilities of the
individuals being considered, the nature of the services and accomplishments of
each, the value to the Company or one of its subsidiaries of their services,
their present and potential contribution to the success of the Company or one of
its subsidiaries, and such other factors as the Committee may deem relevant.
4. STOCK SUBJECT TO PLAN.
(a) Formula. Subject to adjustment as provided in Article 13, below, the
maximum number of shares of Common Stock which may be the subject of options
granted under the Plan in any calendar year during any part of which the Plan is
in effect shall be the greater of (i) 1 1/2% of the total outstanding shares of
Common Stock, exclusive of treasury shares, as of December 31, 1991 or (ii) 1
1/2% of the total outstanding shares of Common Stock, exclusive of treasury
shares, as of December 31 of the year preceding the calendar year in question;
provided, however that any unused portion of the shares available to cover
option grants in any calendar year pursuant to the foregoing formula shall be
carried forward and available to cover option grants in succeeding calendar
years. In addition, if an option granted under the Plan shall expire or
terminate
<PAGE> 3
for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available for subsequent option
grants under the Plan. Notwithstanding the foregoing, but subject to adjustment
as provided in Article 13 below, no more than 1,000,000 shares shall be issued
pursuant to the exercise of Incentive Stock Options granted under the Plan.
(b) Source of Shares. Any shares of Common Stock issued upon the exercise of
an option may consist, in whole or in part, of authorized and unissued shares or
of treasury shares. No fractional shares of Common Stock shall be issued under
the Plan.
(c) Maximum Number of Shares. The maximum number of shares with respect to
which options may be granted during a calendar year to any employee shall not
exceed 200,000.
5. PRICE UPON EXERCISE OF OPTIONS.
(a) General. The price per share of Common Stock deliverable upon the
exercise of an option shall be determined by the Committee, provided, however,
that the exercise price shall not be less than the greater of the par value per
share or 100% of the fair market value of such Common Stock at the time of grant
of such option. The fair market value shall be deemed to be the closing price of
the Common Stock on the New York Stock Exchange Composite Transactions Tape on
the date the option is granted, or if there was no sale, on the last previous
date on which there was a sale.
(b) Payment of Exercise Price. Options granted under the Plan may provide for
the payment of the exercise price by delivery of cash or a check to the order of
the Company in an amount equal to the exercise price of such options, or, to the
extent provided in the applicable stock option agreement, by delivery to the
Company of shares of Common Stock of the Company already owned by the optionee
having a fair market value equal in amount to the exercise price of the options
being exercised, or by any combination of such methods of payment. No shares
shall be issued until all required payment therefor (including payment or
provision for payment of all required taxes) has been made.
6. OPTION PERIOD.
Each option and all rights thereunder shall expire on such date as shall be
set forth in the applicable stock option agreement, except that such date shall
in no
<PAGE> 4
case be later than ten (10) years from the date on which the option is granted.
7. EXERCISE OF OPTIONS.
Each option granted under the Plan shall be exercisable either in full or in
installments at such time or times and during such period as shall be set forth
in the stock option agreement, subject to the provisions of the Plan.
8. INCENTIVE STOCK OPTIONS.
Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:
(a) Express Designation. All Incentive Stock options granted under the Plan
shall, at the time of grant, be specifically designated as such in the stock
option agreement covering such Incentive Stock Options. Options not specifically
designated as Incentive Stock Options shall be deemed to be non-statutory
options.
(b) Dollar Limitation. For so long as the Code shall so provide, options
granted to any employee under the Plan which are intended to constitute
Incentive Stock Options shall not constitute Incentive Stock Options to the
extent that such options, in the aggregate, become exercisable for the first
time in any one calendar year for shares of Common Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more
than $100,000.
9. STOCK OPTION AGREEMENT.
Each stock option granted under this Plan shall be offered to the optionee
in the form of a notice of grant of stock option and a stock option agreement
which the optionee may accept by complying with the terms of the offer. The
stock option agreements shall specify the type of option, the number of shares
to which the option relates, the option price, and the period within which the
option may be exercised. Such stock option agreements shall contain such other
provisions as the Committee may determine, which determinations need not be
uniform as between the various stock option agreements. Notwithstanding the
foregoing, the following provisions shall be incorporated in each stock option
agreement:
<PAGE> 5
(a) Nontransferability of Options. All options and related stock
appreciation rights shall not be assignable or transferable by the person to
whom it is granted, either voluntarily or by operation of law, except by will or
by the laws of descent and distribution, and, during the life of the optionee,
shall be exercisable only by the optionee.
(b) Expiration Date. Under no circumstances may a stock option or related
stock appreciation right be exercised after its expiration date.
(c) Effect of Termination of Employment or other Relationship. Except as
follows, no stock option or related stock appreciation right may be exercised
unless, at the time of such exercise, the optionee is, and has been continuously
since the date of grant of his or her option, employed by the Company, and, in
no event, may a stock option or related stock appreciation right be exercised
after its expiration date:
(1) Incentive Stock Options
(i) Except as provided in subsections (ii) and (iii) below, an Incentive
Stock Option or related stock appreciation right may be exercised within the
period of three months after the date the optionee ceases to be an employee of
the Company;
(ii) if the optionee dies while in the employ of the Company, or within
three months after the optionee ceases to be such an employee, the Incentive
Stock Option or related stock appreciation may be exercised by the person to
whom it is transferred by will or the laws of descent and distribution or by the
optionee's executor or administrator within the period of one year after the
date of death; and
(iii) if the optionee becomes permanently and totally disabled (within the
meaning of Section 22(e) (3) of the Code or any successor provisions thereto)
while in the employ of the Company, the Incentive Stock Option or related stock
appreciation right may be exercised within the period of one year after the date
the optionee ceases to be such an employee because of such disability.
(2) Non-Statutory Options
(i) Except as provided in subsections (ii) (iii) and (iv) below, a
non-statutory option or related stock appreciation right may be exercised within
the
<PAGE> 6
period of three months after the date the optionee ceases to be an employee of
the Company or a member of the Board of Directors;
(ii) if the optionee dies (x) while in the employ of the Company or while a
member of the Board of Directors, (y) within three months after the optionee
ceases to be such an employee or member of the Board of Directors, or (z) within
three years after the optionee retires, at a Company-recognized retirement age,
from the Company as an employee or member of the Board of Directors, the
non-statutory option or related stock appreciation right may be exercised by the
person to whom it is transferred by will or the laws of descent and distribution
or by the optionee's executor or administrator within the period of one year
after the date of death;
(iii) if the optionee becomes permanently and totally disabled (within the
meaning of Section 22(e)(3) of the Code or any successor provision thereto)
while in the employ of the Company or while a member of the Board of Directors,
the non-statutory option or related stock appreciation right may be exercised
within the period of one year after the optionee ceases to be such an employee
or member of the Board of Directors because of such disability; and
(iv) if the optionee retires, at a Company-recognized retirement age, from
the Company as an employee or member of the Board of Directors, the
non-statutory option or related stock appreciation right may be exercised within
the period of three years after such retirement.
For all purposes of the Plan and any option or award granted hereunder,
"employment" shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations (or any successor regulations).
10. STOCK APPRECIATION RIGHTS.
At the sole discretion of the Committee, stock appreciation rights may be
included in any option granted under this Plan, either concurrently with the
grant of the option or, with the consent of the optionee, at any time thereafter
during the term of the option. Stock appreciation rights shall entitle the
holder thereof, upon exercise of such rights, to surrender the related option,
or any portion thereof, and to receive, without payment to the Company, an
amount, in Common Stock or cash, as determined by the Committee, equal to no
more than 100% of the excess of the fair market value, on the date of such
exercise, of the stock covered by such option or portion thereof over the option
price of such stock as provided in such option. Said fair market value shall be
deemed to be
<PAGE> 7
the closing price of the stock on the New York Stock Exchange Composite
Transactions Tape on the date of exercise, or if there was no sale, on the last
previous day on which there was a sale. Upon exercise of a stock appreciation
right and surrender of the related option or portion thereof, such option, to
the extent surrendered, shall not thereafter be exercisable, but all stock as to
which the surrendered portion of the option relates less the number of shares of
stock issued under such stock appreciation rights, if any, shall be available
for future grants under the Plan.
Stock appreciation rights shall be exercisable (a) at such time or times
and to the extent, but only to the extent, that the options to which they are
related shall be exercisable as stipulated in this Plan, and (b) only when the
fair market value of the stock covered by the option exceeds the option price of
such stock as provided in such option. The Committee may impose such other
conditions upon the grant or exercise of stock appreciation rights as it deems
advisable, including but not limited to, such conditions relative to Reporting
Persons that may be desirable in order to meet the requirements of Rule 16b-3.
The Committee shall have sole discretion, at the time of the grant of the
stock appreciation right, to determine the form in which payment will be made
upon the exercise of any stock appreciation right (i.e., Common Stock, cash, or
any combination thereof), and may reserve to itself, at the time of the grant,
the right to consent to or disapprove the election of any participant to receive
cash in full or partial settlement of the right at the time of exercise of the
right.
11. COMPLIANCE WITH SECURITIES LAWS.
Each option shall be subject to the requirement that if, at any time, the
Company shall determine that the listing, registration or qualification of the
shares subject to such option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or the satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such option may
not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Company. Nothing
herein shall be deemed to require the Company to apply for or to obtain such
listing, registration or qualification, or to satisfy such condition.
<PAGE> 8
12. RIGHTS AS A STOCKHOLDER.
The holder of an option shall have no rights as a stockholder with respect
to any shares covered by the option (including, without limitation, any rights
to receive dividends or non-cash distributions with respect to such shares)
until the date of issue of a stock certificate to said holder for such shares.
No adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
13. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED TRANSACTIONS.
(a) General. If, through or as a result of any merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in (x) the maximum number
and kind of shares reserved for issuance under the Plan, (y) the number and kind
of shares or other securities subject to then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan, without changing the aggregate purchase price as to which such
options remain exercisable.
(b) Committee Authority to Make Adjustments. Any adjustments under this
Article 13 will be made by the Committee, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued under the Plan on account of
any such adjustments.
14. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.
In the event of a consolidation or merger or sale of all or substantially
all of the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Company, the Board of
Directors of the Company, or the board of directors of any corporation assuming
the obligations of the Company, may, in its discretion, take any one or more of
the following actions, as to outstanding options: (i) provide that such options
<PAGE> 9
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof), provided that any such
options substituted for Incentive Stock Options shall meet the requirements of
Section 424(a) of the Code, (ii) upon written notice to the optionees, provide
that all unexercised options will terminate immediately prior to the
consummation of such transaction unless exercised by the optionee within a
specified period following the date of such notice, and (iii) in the event of a
merger under the terms of which holders of the Common Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the merger (the "Merger Price"), make or provide for a cash payment to the
optionees equal to the difference between (A) the Merger Price times the number
of shares of Common Stock subject to such outstanding options (to the extent
then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding options in exchange for the
termination of such options.
15. NO SPECIAL RIGHTS.
(a) Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.
(b) Except as provided by the Plan, the optionee shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class or
the payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class or by reason of any dissolution,
liquidation, merger, consolidation, or reorganization. The existence of the Plan
and the options granted hereunder shall not affect or restrict in any way the
right or power of the Board of Directors or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or
consolidation of the Company, the dissolution or liquidation of the Company or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding.
16. WITHHOLDING.
The Company shall have the right to deduct from payments of any kind
otherwise due to the optionee any federal, state, or local taxes of any kind
<PAGE> 10
required by law to be withheld with respect to any shares issued upon exercise
of options under the Plan.
17. PROVISION FOR FOREIGN EMPLOYEES.
The Committee may, without amending the Plan, modify options granted to
employees who are foreign nationals or who are employed outside the United
States to recognize differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee
benefits or other matters.
18. ADDITIONAL PROVISIONS.
The Committee may, in its sole discretion, include additional provisions in
any option granted under the Plan, including without limitation, restrictions on
transfer, repurchase rights, commitments to pay cash bonuses, to make, arrange
for or guaranty loans or to transfer other property to optionees upon exercise
of options, or such other provisions as shall be determined by the Committee;
provided that such additional provisions shall not be inconsistent with any
other term or condition of the Plan.
19. OTHER EMPLOYEE BENEFITS.
Except as to plans which by their terms include such amounts as
compensation, neither the amount of any compensation deemed to be received by an
employee as a result of the exercise of any option or the sale of shares
received upon such exercise will constitute compensation with respect to which
any other employee benefits of such employee are determined, including without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.
20. TERMINATION AND AMENDMENT OF THE PLAN.
(a) The Board of Directors may terminate the Plan at any time and may at any
time, and from time to time, modify or amend the Plan in any respect, except
that if at any time the approval of the shareholders of the Company is required
as to such modification or amendment under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options or under Rule 16b-3
with respect to options held by Reporting Persons, the Board of Directors may
not effect such modification or amendment without such approval.
<PAGE> 11
(b) The termination or any modification or amendment of the Plan shall not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her. With the consent of the optionee affected, the
Committee may amend outstanding option agreements in a manner not inconsistent
with the Plan. The Board of Directors and the Committee shall have the right to
amend or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded Incentive
Stock Options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3 or any successor rule.
21. EFFECTIVE DATE AND TERM OF THE PLAN.
(a) Effective Date. The Plan shall become effective when adopted by the Board
of Directors, subject to approval by the stockholders of the Company.
(b) Term. Unless sooner terminated by the Board of Directors, the Plan shall
terminate on January 21, 2002, except with respect to any options then
outstanding under the Plan.
SKU #88697 PS
PS
<PAGE> 1
[LOGO OF EG&G, INC.]
EG&G, INC.
45 WILLIAM STREET
WELLESLEY, MA 02181-4078
TEL.(617) 237-5100
FAX (617) 431-4115
--------------------------------------------------------
CORPORATE LEGAL DEPARTMENT
PHILIP AYERS MURRAY GROSS INTELLECTUAL PROPERTY
WILLIAM C. SULLIVAN SENIOR VICE PRESIDENT LORA E. TESKA
JOHN A. SHETTERLY AND KIMBERLY B. HERMAN
DONNA W. ECONOMOU GENERAL COUNSEL
JOHN L. HEALY
EXHIBIT V
July 23, 1997
EG&G, Inc.
45 William Street
Wellesley, Massachusetts 02181
Gentlemen:
I have been requested to furnish you my opinion as to certain matters
in connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement"), which Registration Statement is to be filed with
the Securities and Exchange Commission on or about July 23, 1997, relating
to the registration of 847,542 shares of the Common Stock, $1 Par Value, of
EG&G, Inc. (the "Company"), issuable upon the exercise of stock options
granted and to be granted pursuant to the stock option plans described in
the Registration Statement.
I have been associated with the Company for 26 years, and during that
time I have served as an Attorney, Assistant General Counsel, and since
April 24, 1990, as General Counsel of EG&G, Inc. I have examined the
Restated Articles of Organization of the Company and all amendments thereto
on file in the office of the Secretary of the Commonwealth of Massachusetts,
all resolutions adopted by the directors and stockholders of the Company
relating to the aforesaid stock option plans, the aforesaid Registration
Statement and stock option plans, and such other documents as I deem
material for the purposes of this opinion.
<PAGE> 2
EG&G, Inc.
July 23, 1997
Page 2
Based upon the foregoing, I am of the following opinion:
1. The Company is a duly organized and validly existing corporation
under the laws of the Commonwealth of Massachusetts with corporate
powers adequate for the conduct of its business as presently
conducted.
2. The authorized capital stock of the Company consists of: (a)
1,000,000 shares of Preferred Stock, $1 par value per value per
share, of which no shares are now outstanding, and (b) 100,000,000
shares of Common Stock, $1 par value per share of which 46,383,953
shares were issued and outstanding on February 21, 1997.
3. The issuance of up to 5,725,434 shares of EG&G's Common Stock upon
exercise of options then outstanding and options which may be
granted in the future under the plans described in the
Registration Statement has been duly authorized by the Company.
The shares issuable upon exercise of said options, when issued and
paid for in accordance with the terms of said options and the plan
pursuant to which said options were or are to be granted, will be
validly issued, fully paid and non-assessable.
I here by consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Murray Gross
Murray Gross
Senior Vice President and
General Counsel
SGW
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
reports dated January 21, 1997 included in EG&G, Inc.'s Form 10-K for the fiscal
year ended December 29, 1996 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
---------------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 23, 1997
