Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ENVIRONMENT|ONE CORPORATION
................................................................................
(Exact name of registrant as specified in its charter)
New York 14-1505298
.......................................... ....................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2773 Balltown Road, Schenectady, New York 12309-1090
.......................................... .....................
(Address of Principal Executive Offices) (Zip Code)
Environment|One Corporation 1996 Incentive Compensation Plan
................................................................................
(Full title of the plan)
Stephen V. Ardia, President, CEO and Chairman of the Board
2773 Balltown Road, Schenectady, New York 12309-1090
................................................................................
(Name and address of agent for service)
(518) 346-6161
................................................................................
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
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<S> <C> <C> <C> <C>
Common Stock, $0.10 300,000 shares $5.50 $1,650,000 $550.00
par value per share
====================================================================================================================================
</TABLE>
* Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and based upon the average high and low prices reported by
the Nasdaq Small Cap Market on October 25, 1996.
Exhibit Index on page 5.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Environment|One Corporation
(the "Company") (Exchange Act File No. 1-7037) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(a) Annual Report on Form 10-KSB for the year ended
December 31, 1995, filed with the Commission on March
28, 1996;
(b) Quarterly Reports on Forms 10-QSB, for the quarterly
periods ended March 31, 1996, June 30, 1996 and
September 30, 1996, filed with the Commission on May
9, 1996, July 31, 1996 and October 29, 1996,
respectively; and
(c) The descriptions of the Company's Common Stock
contained in the Company's registration statements
filed under section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed
for the purpose of updating such descriptions.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Page 3 of 8
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Item 6. Indemnification of Officers and Directors.
Under the New York Business Corporation Law ("NYBCL"), a
corporation may indemnify its directors and officers made, or threatened to be
made, a party to any action or proceeding, except for stockholder derivative
suits, if such director or officer acted in good faith, for a purpose which he
or she reasonably believed to be in or, in the case of service to another
corporation or enterprise, not opposed to, the best interests of the
corporation, and, in criminal proceedings, had no reasonable cause to believe
his or her conduct was unlawful. In the case of stockholder derivative suits,
the corporation may indemnify a director or officer if he or she acted in good
faith for a purpose which he or she reasonably believed to be in or, in the case
of service to another corporation or enterprise, not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of (i) a threatened action, or a pending action which is settled or
otherwise disposed of, or (ii) any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.
Any person who has been successful on the merits or otherwise
in the defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.
The indemnification described above under the NYBCL is not
exclusive of other indemnification rights to which a director or officer may be
entitled, whether contained in the certificate of incorporation or bylaws or
when authorized by (i) such certificate of incorporation or bylaws; (ii) a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
The foregoing statement is qualified in its entirety by
reference to Sections 715, 717, 721 through 725 of the NYBCL.
Page 4 of 8
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Article "TWELFTH" of the Company's Certificate of
Incorporation provides that the Company's directors shall not be liable to the
Company or its shareholders for monetary damages as a result of breach of
fiduciary duty, except for liability if a judgment or final adjudication
establishes that a director's acts or omissions were undertaken in bad faith or
involved intentional misconduct or a knowing violation of law, or that the
director personally gained a financial profit or advantage to which he was not
entitled, or that the director violated NYBCL Section 719, as amended.
Article 12 of the Bylaws of the Company provides that the
Company shall indemnify any person made, or threatened to be made, a party to an
action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation, or served any other corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise at the request of the
corporation while he was such a director or officer, to the fullest extent
permitted by the NYBCL.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company, previously filed
with the Commission as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-QSB for the period ending June 30, 1988 (No.
1-7037) and incorporated herein by reference.
4.2 Bylaws of the Company, previously filed with the Commission as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB
for the period ending June 30, 1988 (No. 1-7037) and
incorporated herein by reference.
4.3 Environment|One Corporation 1996 Incentive Compensation Plan
5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of
certain shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit
5.1).
24 Power of Attorney (included at page 7 of this Registration
Statement).
Page 5 of 8
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement 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.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933,
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.
(c) 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.
2. That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant 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
Page 6 of 8
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will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Schenectady, New York on the 16th day of October, 1996.
ENVIRONMENT|ONE CORPORATION
By: /s/ Stephen V. Ardia
----------------------
Stephen V. Ardia
President, CEO and
Chairman of the Board
Each person whose signature appears below hereby authorizes
Stephen V. Ardia, as attorney-in-fact, to execute in the name of such person and
to file this registration statement (including any changes that he may deem
necessary or appropriate) and any amendments, including post-effective
amendments, hereto.
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.
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Signature Title Date
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<S> <C> <C>
/s/ Stephen V. Ardia
- ---------------------------------
Stephen V. Ardia President, CEO and Chairman
of the Board October 16, 1996
/s/ Philip W. Welsh
- ---------------------------------
Philip W. Welsh Treasurer and
Director of Finance October 16, 1996
</TABLE>
Page 7 of 8
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Signature Title Date
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<S> <C> <C>
/s/ Walter W. Aker
- ---------------------------------
Walter W. Aker Director October 16, 1996
/s/ John L. Allen
- ---------------------------------
John L. Allen Director October 16, 1996
/s/ Angelo Dounoucos
- ---------------------------------
Angelo Dounoucos Director October 16, 1996
/s/ Lars G. Grenback
- ---------------------------------
Lars G. Grenback Director October 16, 1996
/s/ Robert G. James
- ---------------------------------
Robert G. James Director October 16, 1996
/s/ Rolf E. Soderstrom
- ---------------------------------
Rolf E. Soderstrom Director October 16, 1996
</TABLE>
Page 8 of 8
ENVIRONMENT/ONE CORPORATION
1996 INCENTIVE COMPENSATION PLAN
1. Preamble. Effective as of May 1, 1991, the Board of Directors of
Environment One Corporation adopted the Environment One Corporation Amended and
Restated Stock Option Plan ("1991 Plan"). The 1991 Plan provided for the
granting of stock options to directors, officers and other key employees of the
Company.
This document sets forth the terms of the Environment One Corporation
1996 Incentive Compensation Plan ("1996 Plan"), which shall become effective as
of January 1, 1996, contingent upon the approval of the 1996 Plan by the
shareholders of Environment One Corporation. Options and other rights granted
prior to January 1, 1996 pursuant to the 1991 Plan shall remain subject to the
terms of the 1991 Plan and any implementing agreements. Options and other rights
described in this 1996 Plan document shall be granted after December 31, 1995
only in accordance with the terms of this 1996 Plan document.
2. Purpose. The purpose of the 1996 Plan is to promote the interests of
the Company by providing current and future directors, officers and key
employees with an equity or equity-based interest in the Company, so that the
interests of such individuals will be closely associated with the interests of
shareholders by reinforcing the relationship between shareholder gains and
individual compensation. Pursuant to this 1996 Plan, eligible individuals may
receive (a) Incentive Stock Options, (b) Non-Statutory Stock Options, (c) Stock
Appreciation Rights, and/or (d) Restricted Stock Awards.
3. Eligibility. Directors, officers and key employees of the Company or
its Subsidiaries shall be eligible to participate in the 1996 Plan. Participants
shall be selected by the Committee based upon such factors as the eligible
individual's past and potential contributions to the success, profitability, and
growth of the Company.
4. Definitions. As used in this 1996 Plan,
(a) "Board of Directors" shall mean the Board of Directors of
the Company.
(b) "Committee" shall mean the committee appointed by the
Board of Directors to administer the 1996 Plan in accordance with Paragraph 15.
(c) "Common Stock" shall mean the Common Stock, par value
$0.10 per share, of the Company.
(d) "Company " shall mean Environment One Corporation.
(e) "Disinterested Director" shall mean a member of the Board
of Directors who has not, at any time within one year prior to the member's
participating in the administration of the 1996 Plan, received stock, stock
options, stock appreciation rights or any other equity security of the Company
pursuant to the 1996 Plan or any other plan of the Company or its affiliates.
(f) "Eligible Individuals" shall mean persons described in
Paragraph 3; provided that only employees of the Company shall be eligible for
grants of Incentive Stock Options.
(g) "Incentive Stock Option" shall mean the right granted to
an Eligible Individual to purchase Common Stock under this 1996 Plan, the grant,
exercise and disposition of which are intended to comply with, and to be
governed by, Internal Revenue Code Section 422.
(h) "Market Value per Share" shall mean, at any date, the fair
market value per share of the shares of Common Stock, as determined in good
faith by the Committee.
(i) "Non-Statutory Stock Option" shall mean the right granted
to an Eligible Individual to purchase Common Stock under this 1996 Plan, the
grant, exercise and disposition of which are not intended to be subject to the
requirements and limitations of Internal Revenue Code Section 422.
(j) "Optionee" shall mean the Eligible Individual to whom an
Option Right is granted pursuant to an agreement evidencing an outstanding
Incentive Stock Option or Non-Statutory Stock Option.
(k) "Option Right" shall mean the right to purchase a share of
Common Stock upon exercise of an outstanding Incentive Stock Option or
Non-Statutory Stock Option.
(l) "Restricted Stock Award" shall mean an award of Common
Stock to an Eligible Individual that is subject to the restrictions described in
Paragraph 10 and subject to tax under Internal Revenue Code Section 83.
(m) "Stock Appreciation Right" or "SAR" shall mean an Eligible
Individual's right to receive a payment described in Paragraph 9.
(n) "Subsidiary" shall mean any corporation in which (at the
time of determination) the Company owns or controls, directly or indirectly, 50
percent or more of the total combined voting power of all classes of stock
issued by the corporation.
5. Shares Available Under the 1996 Plan.
(a) The shares of Common Stock which may be made the subject
of rights or awards granted pursuant to this 1996 Plan may be treasury shares or
shares of original issue or a combination of the foregoing.
(b) Subject to adjustments in accordance with Paragraph 12 of
this 1996 Plan, the maximum number of shares of Common Stock that may be the
subject of Option Rights, Stock Appreciation Rights or Restricted Stock Awards
granted pursuant to this 1996 Plan shall be 300,000 shares of Common Stock which
are made available by virtue of this 1996 Plan.
6. Grants of Option Rights Generally. The Committee may, from time to
time and upon such terms and conditions as it may determine, authorize the grant
of Option Rights to Eligible Individuals. Each such grant may utilize any or all
of the shares of Common Stock authorized under this 1996 Plan and shall be
subject to all of the limitations, contained in the following provisions:
(a) Each grant shall specify whether it is intended as a grant
of Incentive Stock Options or Non-Statutory Stock Options.
(b) Each grant shall specify the number of shares of Common
Stock to which it pertains.
(c) Successive grants may be made to the same Eligible
Individual whether or not any Option Rights previously granted to such Eligible
Individual remain unexercised.
(d) Upon exercise of an Option Right, the entire option price
shall be payable (i) in cash, (ii) by the transfer to the Company by the
Optionee of shares of Common Stock with a value (Market Value per Share times
the number of shares) equal to the total option price, or (iii) by a combination
of such methods of payment. Payment may not be made with Common Stock issued to
the Optionee by the Company upon his or her prior exercise of an option under
this 1996 Plan or any other option plan unless the Common Stock received upon
that prior exercise shall have been held by the Optionee for at least one year.
(e) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of the Company by any officer designated by the
Committee for this purpose and delivered to and accepted by the Eligible
Individual and shall contain such terms and provisions, consistent with this
1996 Plan, as the Committee may approve.
7. Special Rules for Grants of Incentive Stock Options.
(a) Each grant of Incentive Stock Options shall specify an
option price per share not less than the Market Value per Share on the date the
Option Right is granted; provided that, if an Incentive Stock Option is granted
to any Eligible Individual who, immediately after such option is granted, is
considered to own stock possessing more than ten percent (10%) of the combined
voting power of all classes of stock of the Company, or any of its subsidiaries,
then the option price per share shall be not less than one hundred and ten
percent (110%) of the Market Value per Share on the date of the grant of the
option, and such option may be exercised only within five years of the date of
the grant.
(b) The duration of each Incentive Stock Option by its terms
shall be not more than ten years from the date the option is granted as
specified by the Committee.
(c) The Committee shall establish the time or times within the
option period when the Incentive Stock Option may be exercised in whole or in
such parts as may be specified from time to time by the Committee, except that
Incentive Stock Options shall not be exercisable earlier than one year, nor
later than 10 years, following the date the option is granted. The date of grant
of each Option Right shall be the date of its authorization by the Committee.
(d) Except as provided in Paragraph 13, or as may be provided
by the Committee at the time of grant, (i) in the event of the Optionee's
termination of employment due to any cause, including death or retirement,
rights to exercise Incentive Stock Options shall cease, except for those which
are exercisable as of the date of termination, and (ii) rights that are
exercisable as of the date of termination shall remain exercisable for a period
of three months following a termination of employment for any cause other than
death or disability, and for a period of one year following a termination due to
death or disability. However, no Incentive Stock Option shall, in any event, be
exercised after the expiration of ten years from the date such option is
granted, or such earlier date as may specified in the option.
(e) No Incentive Stock Options shall be granted hereunder to
any Optionee that would allow the aggregate fair market (determined at the time
the option is granted) of the stock subject of all post-1986 incentive stock
options, including the Incentive Stock Option in question, which such Optionee
may exercise for the first time during any calendar year, to exceed $100,000.
The term "post-1986 incentive stock options" shall mean all rights, which are
intended to be "incentive stock options" under the Internal Revenue Code,
granted on or after January 1, 1987 under any stock option plan of the Company
or its Subsidiaries. If the Company shall ever be deemed to have a "parent," as
such term is used for purposes of Section 422 of the Internal Revenue Code, then
rights intended to be "incentive stock options" under the Internal Revenue Code,
granted after January 1, 1987 under such parent's stock option plans, shall be
included with the terms of the definition of "post-1986 incentive stock
options".
8. Special Rules for Grants of Non-Statutory Stock Options.
(a) Except as provided in Paragraph 13, or as may be provided
by the Committee at the time of grant, (i) in the event of the Optionee's
termination of employment due to retirement, death or disability, rights to
exercise Non-Statutory Stock Options that are exercisable as of the date of
termination shall remain exercisable for two years following termination, (ii)
in the event of the Optionee's termination of employment due to any other
reason, the rights to exercise Non-Statutory Stock Options that are exercisable
as of the date of termination shall remain exercisable for one year following
termination, and (iii) the right to exercise Non-Statutory Stock Options that
are not exercisable as of the date of termination shall be forfeited.
Notwithstanding the foregoing, the Committee may, at any time, extend the time
within which a Non-Statutory Stock Option may be exercised.
(b) The Company shall not issue stock certificates to an
Optionee who exercises a Non-Statutory Stock Option, unless payment of the
required lawful withholding taxes has been made to the Company by check, payroll
deduction or other arrangements satisfactory to the Committee.
9. Stock Appreciation Rights.
(a) The Committee may, from time to time, authorize the grant
of Stock Appreciation Rights (SARs) to Eligible Individuals. The Committee may
grant SARs in "tandem" with Option Rights, independent of Option Rights, or in
any combination of these forms of SARs. The Committee shall have complete
discretion in determining the number of SARs granted and in determining the
terms and conditions pertaining to such SARs; provided, however, that in no
event shall any SAR become exercisable within the first six (6) months of its
grant nor shall any SAR be granted for a term of more than ten (10) years.
(b) SARs granted in "tandem" with Option Rights may be
exercised for all or part of the shares of Common Stock subject to the related
Option Right upon the surrender of the right to exercise the equivalent portion
of the related Option Right. A "tandem" SAR may be exercised only with respect
to the Shares for which its related Option Right is then exercisable.
Notwithstanding any other provision of this 1996 Plan to the contrary, with
respect to an SAR granted in "tandem" with an Incentive Stock Option:
(i) the SAR will expire no later than the expiration
of the underlying Incentive Stock Option;
(ii) the value of the payout with respect to the SAR
may be for no more than one hundred percent (100%) of the difference between the
option price of the underlying Incentive Stock Option and the fair market value
of the shares subject to the underlying Incentive Stock Option at the time the
SAR is exercised; and
(iii) the SAR may be exercised only when the fair
market value of the shares subject to the Incentive Stock Option exceeds the
option price of the Incentive Stock Option.
(c) Each SAR grant shall be evidenced by a written agreement
that shall contain such terms and conditions as the Committee shall determine.
(d) Upon exercise of an SAR, a Participant shall be entitled
to receive payment from the Company in an amount determined by multiplying:
(i) The excess (if any) of the Market Value per Share
on the date of exercise over the Market Value per Share on the date of the SAR
was granted; by
(ii) The number of shares of Common Stock with
respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon exercise
of an SAR may be in cash, in shares of Common Stock of equivalent value, or in
some combination thereof.
(e) Each SAR award agreement shall set forth the rights of the
Participant following termination of the Participant's employment with the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee and shall be included in the award agreement entered
into with Participants, and need not be uniform among all SARs issued pursuant
to this 1996 Plan, and may reflect distinctions based on the reasons for
termination of employment.
10. Restricted Stock Awards.
(a) Shares of Common Stock granted pursuant to a Restricted
Stock Award issued under the 1996 Plan (except as otherwise provided in the 1996
Plan) shall not be sold, exchanged, transferred, assigned, pledged,
hypothecated, or otherwise disposed of, for the period of time determined by the
Committee in its absolute direction (the "Forfeiture Period"). Except as
provided in Paragraph 13, or as may be provided by the Committee at the time of
grant, if the recipient's employment with the Company or any of its Subsidiaries
terminates prior to the expiration of the Forfeiture Period for any reason other
than death or disability, the recipient shall, on the date employment
terminates, forfeit and surrender to the Company the number of shares of Common
Stock with respect to which the Forfeiture Period has not expired as of the date
employment terminates. If Common Stock is forfeited, dividends paid on those
shares during the Forfeiture Period may be retained by the recipient.
(b) Upon each grant of a Restricted Stock Award, the Committee
shall fix the Forfeiture Period. Each certificate of Common Stock issued
pursuant to the Restricted Stock Award shall bear a legend to reflect the
Forfeiture Period until the Forfeiture Period expires. As a condition to
issuance of Common Stock to an Eligible Individual, the Committee may require
the Eligible Individual to enter into an agreement providing for the Forfeiture
Period and such other terms and conditions that it prescribes, including, but
not limited to, a provision that Common Stock issued to the Eligible Individual
shall be held by an escrow agent until the Forfeiture Period lapses. The
Committee also may require a written representation by the Eligible Individual
that he or she is acquiring the shares for investment.
(c) When the Forfeiture Period with respect to shares of
Common Stock lapses, a certificate for such shares shall be issued, free of any
escrow; such certificate shall not bear a legend relating to the Forfeiture
Period.
(d) Each Eligible Individual shall agree, at the time he or
she receives a Restricted Stock Award and as a condition thereof, to pay or make
arrangements satisfactory to the Committee regarding the payment to the Company
of any federal, state or local taxes of any kind required by law to be withheld
with respect to any award or with respect to the lapse of any restrictions on
shares of restricted Common Stock awarded under this 1996 Plan, or the waiver of
any forfeiture hereunder, and also shall agree that the Company may, to the
extent permitted by law, deduct such taxes from any payments of any kind due or
to become due to such recipient from the Company, sell by public or private
sale, with ten days notice or such longer notice as may be required by
applicable law, a sufficient number of shares of Common Stock so awarded in
order to cover all or part of the amount required to be withheld, or pursue any
other remedy of law or in equity. In the event that the recipient of shares of
Common Stock under this 1996 Plan shall fail to pay to the Company all such
federal, state and local taxes, or to make arrangements satisfactory to the
Committee regarding the payment of such taxes, the shares to which such taxes
relate shall be forfeited and returned to the Company.
(e) The Committee shall have the authority at any time to
accelerate the time at which any or all or the restrictions set forth in this
1996 Plan with respect to any or all shares of restricted Common Stock awarded
hereunder shall lapse.
(f) If an Eligible Individual dies, or terminates employment
with the Company because of disability, before the expiration of a Forfeiture
Period, the Forfeiture Period on any Common Stock owned by the Eligible
Individual shall lapse on the date of death, or on the date that employment
terminates because of disability, provided such date is not less than four years
subsequent to the date of the award. If the date of death or disability is
within four years of the date of the award, the Committee, in its sole
discretion, can waive the Forfeiture Period as to any or all of the stock.
11. Transferability. No Option Right shall be transferable by an
Optionee other than by will or the laws of descent and distribution. Option
Rights shall be exercisable during the Optionee's lifetime only by the Optionee.
Other rights granted pursuant to this 1996 Plan also shall not be subject to
assignment, alienation, lien, transfer, sale or exchange.
12. Adjustments. The Committee may make or provide for such adjustments
in the maximum numbers of shares of Common Stock specified in Paragraph 5 of
this 1996 Plan, in the numbers of shares of Common Stock covered by other rights
granted hereunder, and in the prices per share applicable under all such rights,
as the Committee in its sole discretion, exercised in good faith, may determine
is equitably required to prevent dilution or enlargement of the rights of
Eligible Individuals that otherwise would result from any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase
securities, or any other transaction or event having an effect similar to any of
the foregoing.
13. Change of Control.
(a) Notwithstanding any other term or provision of this 1996
Plan, in the event the employment of an Eligible Individual is terminated, for
any reason other than death or disability, within one year following a "Change
of Control" (as defined in (b) below):
(i) all Option Rights granted to the Eligible
Individual under this 1996 Plan prior to the date of termination, but not
exercisable as of such date, shall become exercisable automatically as of the
later of the date of termination or one year after the date the Option Right was
granted;
(ii) any Option Right that is exercisable as of the
date of termination, or that becomes exercisable pursuant to (i) above, shall
remain exercisable until the end of the exercise period provided in the original
grant of the Option Right (determined without regard to the Eligible
Individual's termination of employment); and
(iii) any Forfeiture Period (with respect to a
Restricted Stock Award) that shall be unexpired as of the date of termination
shall expire automatically as of such date.
(b) For purposes of this 1996 Plan, a "Change of Control"
shall be deemed to have occurred if:
(i) any "person," including a "group" as determined
in accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934
("Exchange Act"), is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 30 percent or more of the combined voting
power of the Company's then outstanding securities;
(ii) as a result of, or in connection with, any
tender offer or exchange offer, merger or other business combination (a
"Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company;
(iii) the Company is merged or consolidated with
another corporation and as a result of the merger or consolidation less than 70
percent of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by the former stockholders of
the Company, other than (A) affiliates within the meaning of the Exchange Act,
or (B) any party to the merger or consolidation;
(iv) a tender offer or exchange offer is made and
consummated for the ownership of securities of the Company representing 30
percent or more of the combined voting power of the Company's then outstanding
voting securities; or
(v) the Company transfers substantially all of its
assets to another corporation which is not controlled by the Company.
14. Fractional Shares. The Company shall not be required to issue any
fractional share of Common Stock pursuant to this 1996 Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash.
15. Administration of the 1996 Plan.
(a) This 1996 Plan shall be administered by the Committee,
which shall consist of not less than three Disinterested Directors. No right
shall be granted under this 1996 Plan to any member of the Committee so long as
membership continues.
(b) The Committee shall have the power to interpret and
construe any provision of this 1996 Plan. The interpretation and construction by
the Committee of any provision of this 1996 Plan or of any agreement evidencing
the grant of rights hereunder, and any determination by the Committee pursuant
to any provision of this 1996 Plan or of any such agreement, shall be final and
binding. No member of the Committee shall be liable for any such action or
determination made in good faith.
(c) Notwithstanding any other provision of this 1996 Plan, the
Committee may impose such conditions on the exercise of any right granted
hereunder (including, without limitation, the right of the Committee to limit
the time of exercise to specified periods) as may be required to satisfy the
requirements of Section 16 (or any successor rule) of the Securities Exchange
Act of 1934, as may be amended from time to time, or any successor statute. For
example, the ability of an Eligible Individual who is an "insider" to exercise
SAR's for cash will be limited to the period that begins on the third business
day following the date of public release of the Company's quarterly sales and
earnings information, and ends on the twelfth business day following the date of
public release of such information. However, if the Committee determines that
the Eligible Individual is not an "insider", or if the securities laws change to
permit greater freedom of exercise of SAR's, then the Committee may permit
exercise at any point in time, to the extent the SAR's are otherwise exercisable
under the Plan.
16. Amendments, Termination, Etc.
(a) This 1996 Plan may be amended from time to time by
resolutions of the Board of Directors, provided that no such amendment shall (i)
increase the maximum numbers of shares of Common Stock specified in Paragraph 5
of this 1996 Plan (except that adjustments authorized by Paragraph 12 of this
1996 Plan shall not be limited by this provision), or (ii) change the definition
of "Eligible Individuals", without further approval by the stockholders of the
Company.
(b) The Committee may, with the concurrence of the affected
Optionee, cancel any agreement evidencing Option Rights granted under this 1996
Plan. In the event of such cancellation, the Committee may authorize the
granting of new Option Rights (which may or may not cover the same number of
shares which had been the subject of the prior agreement) in such manner, at
such option price and subject to the same terms and conditions as, under this
1996 Plan, would have been applicable had the canceled Option Rights not been
granted.
(c) In the case of any Option Right not immediately
exercisable in full, the Committee in its discretion may accelerate the time at
which the Option Right may be exercised, subject to the limitation described in
Paragraph 7(c).
(d) Notwithstanding any other provision of the 1996 Plan to
the contrary, (i) the 1996 Plan may be terminated at any time by resolutions of
the Board of Directors, and (ii) no rights shall be granted pursuant to this
1996 Plan after December 31, 2006.
Exhibit 5.1
October 31, 1996
Environment One Corporation
2773 Balltown Road
Schenectady, New York 12309
Gentlemen:
We have acted as counsel to Environment One Corporation, a New
York Corporation (the "Company") in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed on this date with the United
States Securities and Exchange Commission with respect to the Environment One
Corporation 1996 Incentive Compensation Plan (the "Plan").
In rendering this opinion, we have examined and relied upon
originals or copies, authenticated or certified to our satisfaction, of such
corporate records of the Company, communications or certifications of public
officials, communications with or certificates of officers, directors and
representatives of the Company, and such other documents as we have deemed
necessary to the issuance of the opinion set forth herein. In making this
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents tendered to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Based upon the foregoing, it is our opinion that the shares of
the Company's Common Stock, par value $0.10 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
paid for in full by the participant and issued in accordance with the Plan,
legally issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Bond, Schoeneck & King, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Environment One Corporation
We consent to the use of our report, included in the December 31, 1995 Annual
Report on Form 10-KSB of Environment One Corporation, incorporated herein by
reference.
/s/ KPMG Peat Marwick, LLP
Albany, New York
October 31, 1996
