AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FALCON PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-0730877
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
(Address of Principal Executive Offices) (Zip Code)
Falcon Products, Inc. Employee Stock Purchase Plan
Falcon Products, Inc. Non-Employee Directors' Deferred Compensation Plan
(Full Title of the Plans)
Franklin A. Jacobs
President and Chief Executive Officer
Falcon Products, Inc.
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
(Name and Address of Agent For Service)
(314) 991-9200
(Telephone Number, Including Area Code,
Of Agent For Service)
Copies of all correspondence to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities To Amount To Be Offering Price Aggregate Amount Of
Be Registered Registered(1) Per Share(2) Offering Price Registration Fee
================================================================================
Common Stock 600,000 $12.50 $7,500,000 $2,212.50
$.02 par
================================================================================
(1) Represents maximum number of shares of Common Stock available for
issuance under the Falcon Products, Inc. Employee Stock Purchase Plan and
the Falcon Products, Inc. Non-Employee Directors' Deferred Compensation
Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933, and is based upon the average of the high and
low prices per share of the Registrant's Common Stock as reported on the
New York Stock Exchange August 4, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The description of the Registrant's common stock which is contained
in the registration statement filed by the Registrant under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant 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 such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Gallop, Johnson & Neuman, L.C. (the "Firm"), legal counsel to the
Registrant, has rendered a legal opinion with respect to the validity of the
securities being registered hereby and certain other legal matters. As of
January 16, 1998, the Firm owned 49,627 shares of the Registrant's common stock.
In addition, Donald P. Gallop, Chairman of the Firm and a director of the
Registrant, beneficially owned 246,277 shares of the Registrant's common stock
including 162,494 shares held in a trust for the benefit of the children of
Franklin A. Jacobs, President and Chief Executive Officer of the Registrant,
49,627 shares owned of record by the Firm, 1,324 shares which Mr. Gallop owned
of record as custodian for the benefit of his children and options to acquire
8,250 shares, as of January 16, 1998.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees and agents. Consistent therewith, Article IX of the Registrant's
Amended and Restated Bylaws requires that the Registrant indemnify all persons
whom it may indemnify pursuant thereto to the fullest extent permitted by
Section 145. Article IX also provides that expenses incurred by an officer,
director, employee or agent of the Registrant or any of its direct or indirect
wholly owned subsidiaries in defending a civil or criminal action, suit or
proceeding, will be paid by the Registrant in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such officer, director, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Registrant as authorized.
The Registrant maintains a claims-made policy of directors' and
officers' liability and company reimbursement insurance. The directors' and
officers' liability portion of such policy covers all directors and officers of
the Registrant and subsidiary companies, more than 50 percent of the outstanding
voting stock of which is directly or indirectly owned by the Registrant. The
policy provides for a payment on behalf of the directors and officers up to the
policy limits for all Losses (as defined) which the directors and officers, or
any of them, shall become legally obligated to pay, from claims made against
them during the policy period for Wrongful Acts (as defined), which include:
errors, misstatements, misleading statements, acts or omissions and neglect or
breach of duty in the discharge of their duties, solely in their capacity as
directors and officers of the Registrant or a subsidiary thereof, individually
or collectively, or in connection with any matter claimed against them solely by
reason of their being directors or officers of the Registrant or such
subsidiary. The insurance includes the cost of defenses, appeals, bonds,
settlements and judgments. The insurer's limit of liability under the policy is
$15,000,000 in the aggregate for all Losses per year. The policy contains
various reporting requirements and exclusions. The Registrant also maintains a
claims-made policy which provides coverage for the Registrant, its directors and
officers, against loss, liability, cost or expense (as defined) incurred under
the federal securities laws.
<PAGE>
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)-(g) Not Applicable.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant 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 Act and will be governed by the final adjudication of
such issue.
(i) Not Applicable.
(j) Not Applicable.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of St. Louis, state of Missouri, on August 4, 1998,
1998.
FALCON PRODUCTS, INC.
By: /s/ Franklin A. Jacobs
----------------------------------------------
Franklin A. Jacobs,
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Falcon Products, Inc.,
hereby severally and individually constitute and appoint Franklin A. Jacobs and
Michael J. Dreller and each of them, the true and lawful attorneys and agents of
each of us to execute in the name, place and stead of each of us (individually
and in any capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in connection
therewith and to file the same with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with or without the other
and to have full power and authority to do and perform in the name and on behalf
of each of the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents and each of
them to any and all such amendments and instruments.
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.
Name Title Date
---- ----- ----
/s/ Franklin A. Jacobs Chairman, President, August 4, 1998
- ------------------------- Chief Executive
Franklin A. Jacobs Officer and Director
(Principal Executive Officer)
/s/ Michael J. Dreller Vice President, August 4, 1998
- ------------------------- Chief Financial Officer,
Michael J. Dreller Secretary and Treasurer
(Principal Financial and
Accounting Officer)
- ------------------------- Director
Raynor E. Baldwin
/s/ Melvin F. Brown Director August 4, 1998
- -------------------------
Melvin F. Brown
- ------------------------- Director
Donald P. Gallop
- ------------------------- Director
James L. Hoagland
/s/ S. Lee Kling Director August 4, 1998
- -------------------------
S. Lee Kling
/s/ Lee M. Liberman Director August 4, 1998
- -------------------------
Lee M. Liberman
/s/ Darryl C. Rosser Director August 4, 1998
- -------------------------
Darryl C. Rosser
/s/ James Schneider Director August 4, 1998
- -------------------------
James Schneider
<PAGE>
FORM S-8
Falcon Products, Inc.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
4.1 Falcon Products, Inc. Employee Stock Purchase Plan.
4.2 Falcon Products, Inc. Non-Employee Directors' Deferred
Compensation Plan.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.1 Consent of Arthur Andersen, L.L.P., independent auditors.
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement).
FALCON PRODUCTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1
PURPOSE
The Falcon Products, Inc. 1997 Employee Stock Purchase Plan is intended
to provide a method whereby employees of Falcon Products, Inc. and its
Subsidiaries will have an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of the Stock of the Company. It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Code, as amended.
SECTION 2
DEFINITIONS
The following terms when used in the Plan shall have the meanings
hereinafter indicated.
2.1 Administrative Committee - shall mean the committee appointed by
the Board, pursuant to the provisions of Section 11.1 hereof, to administer the
Plan.
2.2 Base Pay - shall mean the salary or wages paid on behalf of the
Participant including overtime payments, bonuses and commissions.
2.3 Beneficiary - shall mean the person or persons (concurrently,
contingently or successively), including a trust, designated as such in
accordance with Section 12.1 of this Plan.
2.4 Board - shall mean the Board of Directors of the Company.
2.5 Code - shall mean the Internal Revenue Code of 1986, as amended,
and as it may be amended hereafter from time to time.
2.6 Company - shall mean Falcon Products, Inc., a Delaware corporation.
2.7 Eligible Employee - shall mean an Employee who meets the
eligibility requirements of this Plan as set forth in Section 3.1 hereof.
2.8 Employee - shall mean any person employed by the Company or any
Subsidiary who is regularly scheduled to work more than 20 hours per week.
2.9 Fair Market Value - shall mean, with respect to the Stock, the
closing price per share of Stock on the New York Stock Exchange on the first
business day prior to the date of reference on which trading occurred.
2.10 Leave of Absence - shall mean a leave of absence from the
employment of the Company or a subsidiary taken by an Employee pursuant to the
Family and Medical Leave Act of 1993.
2.11 Local Time - shall mean the time in effect in St. Louis, Missouri
on the date of reference.
2.12 Offering - shall mean the annual offering of the Company's Stock
as described in Section 4.1 hereof.
2.13 Offering Commencement Date - shall mean the November 1 on which a
particular Offering begins.
2.14 Offering Termination Date - shall mean the October 31 on which a
particular Offering terminates.
2.15 Option - shall mean an option granted hereunder which will entitle
an Employee to purchase a certain number of shares of Stock.
2.16 Participant - shall mean an Eligible Employee who elects to
participate in an Offering pursuant to the provisions of Section 3.1 hereof.
2.17 Plan - shall mean the Falcon Products, Inc. 1997 Employee Stock
Purchase Plan as set forth herein.
2.18 Stock - shall mean shares of the $.02 par value common stock of
the Company.
2.19 Subsidiary - or "Subsidiaries" shall mean a corporation or
corporations of which stock possessing at least 80% of the total combined voting
power of all classes of stock entitled to vote is owned by the Company or by any
other Subsidiary or Subsidiaries.
SECTION 3
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility to Participate. Any Employee actively employed by the
Company or a Subsidiary on November 1, 1997 shall be eligible to participate in
the Plan as of that date. Each other Employee, including any new Employee, shall
be eligible to participate in the Plan as of the November 1 coincident with or
next following the date on which he becomes an Employee. Notwithstanding the
foregoing, no person shall participate in any Offering under this Plan if he or
she is no longer an Employee as of the date such Offering commences.
3.2 Election to Participate in the Plan. An Eligible Employee may elect
to participate in any Offering and thus become a Participant in the Plan by
completing an "Application For Participation" and an "Authorization For Payroll
Deductions" on the form provided by the Company and filing each form with the
Human Resources Department of the Company on or before the date set therefor by
the Administrative Committee, which date shall be prior to the Offering
Commencement Date for a specific Offering. Payroll deductions for a Participant
shall commence on the applicable Offering Commencement Date for which his
Authorization For Payroll Deductions becomes effective and shall end on the
Offering Termination Date of the Offering to which such authorization is
applicable unless sooner terminated by the Participant as provided in Section 8
hereof.
3.3 Leave of Absence. For purposes of participation in the Plan, a
person on Leave of Absence shall be deemed to be an Employee for the first 90
days of such Leave of Absence and such Employee's employment shall be deemed to
have terminated at the close of business on the 90th day of such Leave of
Absence unless such Employee shall have returned to regular employment prior to
the close of business on such 90th day. Termination by the Company of any
Employee's Leave of Absence, other than termination of such Leave of Absence on
return to regular employment, shall terminate an Employee's employment for all
purposes of the Plan and shall terminate such Employee's participation in the
Plan and right to exercise any Option.
3.4 Restrictions on Participation. Notwithstanding any provisions of
the Plan to the contrary, no Employee shall be granted an Option under the Plan
and become a Participant:
(A) if, immediately after the grant, such Employee would own stock of
the Company, and/or hold outstanding options to purchase stock of
the Company, possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company (for
purposes of this Section 3.4, the rules of Section 424(d) of the
Code shall apply in determining stock ownership of any Employee);
or
(B) which permits his rights to purchase stock under all "employee
stock purchase plans" (as defined in Section 423(b) of the Code)
of the Company to accrue at a rate which exceeds $25,000 in Fair
Market Value of the Stock (determined at the time an Option is
granted) for each calendar year in which such Option is
outstanding.
SECTION 4
OFFERINGS
4.1 Annual Offerings. The Plan will be implemented by five annual
offerings of the Company's Stock beginning on the 1st day of November in each of
the years 1997, 1998, 1999, and 2001, each Offering terminating at 5:00 p.m.
Local Time on October 31 of the following year. The maximum number of shares
issued in the respective years shall be:
From November 1, 1997 to October 31, 1998: 75,000 shares.
From November 1, 1998 to October 31, 1999: 90,000 shares plus
unissued shares from the prior Offerings, whether offered or not.
From November 1, 1999 to October 31, 2000: 110,000 shares plus
unissued shares from the prior Offerings, whether offered or not.
From November 1, 2000 to October 31, 2001: 125,000 shares plus
unissued shares from the prior Offerings, whether offered or not.
From November 1, 2001 to October 31, 2002: 150,000 shares plus
unissued shares from prior Offerings, whether offered or not.
SECTION 5
PAYROLL DEDUCTIONS
5.1 Amount of Deductions. At the time a Participant files his
Authorization for Payroll Deductions, he shall elect to have deductions made
from his pay on each payday during the time he is a Participant in this Plan at
the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his Base Pay in effect at the
Offering Commencement Date of each Offering. In the case of an hourly employee
who participates in this Plan, such Employee's Base Pay shall be determined by
multiplying such Employee's hourly rate of pay in effect on the subject Offering
Commencement Date by the number of regularly scheduled hours of work for such
Employee during such Offering.
5.2 Participant's Account. All payroll deductions made for a
Participant shall be credited to his account under the Plan. A Participant may
not make any separate cash payment into such account except when on Leave of
Absence and then only as provided in Section 5.4 hereof.
5.3 Changes in Payroll Deductions. A Participant may discontinue his
participation in the Plan as provided in Section 8 hereof, but no other change
can be made during an Offering and, specifically, a Participant may not alter
the amount of his payroll deductions for that Offering. A Participant may
increase or decrease the amount of his payroll deductions, within the limits
prescribed in Section 5.1 hereof, with respect to any future Offering, prior to
the Offering Commencement Date for such Offering.
5.4 Leave of Absence. If a Participant goes on an unpaid Leave of
Absence, such Participant shall have the right to elect: (A) to withdraw the
balance in his account pursuant to Section 8.1 hereof; (B) to discontinue
contributions to the Plan but remain a Participant in the Plan.
SECTION 6
GRANTING OF OPTION
6.1 Grant of Option Shares; Number of Options Granted. On each Offering
Commencement Date, a Participant shall be deemed to have been granted an Option
to purchase a maximum number of shares of the Stock of the Company equal to an
amount determined as follows:
(A) that percentage of the Employee's Base Pay which he has elected
to have withheld from his pay (but in no event in excess of 10%);
multiplied by
(B) the Employee's Base Pay during the period of the Offering;
divided by
(C) 85% of the Fair Market Value of the Stock on the applicable
Offering Commencement Date.
Participant's Base Pay during the period of an Offering shall be determined by
multiplying, in the case of a one-year Offering, his normal weekly rate of pay
(as in effect on the last day prior to the Offering Commencement Date of the
particular Offering) by 52 or the hourly rate by 2,080, provided that, in the
case of an hourly Employee, the Participant's Base Pay during the period of an
Offering shall be determined by multiplying such Participant's hourly rate by
the number of regularly scheduled hours of work for such Employee during such
Offering.
6.2 Option Price; Purchase of Options. The purchase price of each
Option granted in accordance with Section 6.1 above, purchased with payroll
deductions made during each Offering shall be the lower of:
(A) 85% of the Fair Market Value of the Stock on the Offering
Commencement Date; or
(B) 85% of the Fair Market Value of the Stock on the Offering
Termination Date.
SECTION 7
EXERCISE OF OPTION
7.1 Automatic Exercise. Unless a Participant gives written notice to
the Company as hereinafter provided, his Option for the purchase of Stock with
payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering, for the purchase of the number of full shares of Stock which the
accumulated payroll deductions in his account at that time will purchase at the
applicable purchase price, as determined in accordance with Section 6.2 above
(but not in excess of the number of shares for which Options have been granted
to the Participant pursuant to Section 6.1 hereof), and any excess in his
account at that time will be returned to him.
7.2 Fractional Shares. Fractional shares will not be issued under the
Plan and any accumulated payroll deductions which would have been used to
purchase fractional shares will be returned to any Employee promptly following
the termination of an Offering, without interest.
7.3 Delivery of Stock. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each Participant,
as appropriate, the Stock purchased upon exercise of his Option.
SECTION 8
WITHDRAWAL
8.1 General Rule. By written notice to the Human Resources Department,
at any time prior to the Offering Termination Date applicable to any Offering, a
Participant may elect to withdraw all the accumulated payroll deductions in his
account at such time. All of the Participant's payroll deductions credited to
his account will be paid to him promptly after receipt of his notice of
withdrawal, and no further payroll deductions will be made from his pay during
such Offering. The Company may, in its sole discretion, treat any attempt to
borrow by a Participant on the security of his accumulated payroll deductions as
an election, under this Section 8.1 hereof, to withdraw such deductions.
8.2 Effect on Subsequent Participation. In the event a Participant
withdraws from any Offering, he or she shall not be eligible to participate in
any succeeding Offering or in any similar plan which may hereafter be adopted by
the Company until the November 1 following such withdrawal.
8.3 Termination of Employment. Upon termination of the Participant's
employment for any reason, including retirement (but excluding death while in
the employ of the Company or continuation of a Leave of Absence for a period
beyond 90 days), the payroll deductions credited to his account will be returned
to him, or, in the case of his death subsequent to the termination of his
employment, to the person or persons entitled thereto under Section 12.1 hereof.
8.4 Termination of Employment Due to Death. Upon termination of the
Participant's employment because of his death, his Beneficiary (as defined in
Section 12.1 hereof) shall have the right to elect, by written notice given to
the Human Resources Department of the Company prior to the earlier of the
Offering Termination Date or the expiration of a period of 60 days commencing
with the date of the death of the Participant, either:
(A) to withdraw all of the payroll deductions credited to the
Participant's account under the Plan, or
(B) to exercise the Participant's Option for the purchase of stock on
the Offering Termination Date next following the date of the
Participant's death for the purchase of the number of full shares
of stock which the accumulated payroll deductions in the
Participant's account at the date of the Participant's death will
purchase at the applicable Option price, and any excess in such
account will be returned to said beneficiary, without interest.
In the event that no such written notice of election shall be duly
received by the office of the Human Resources Department of the Company, the
beneficiary shall automatically be deemed to have elected, pursuant to
Subparagraph (B), to exercise the Participant's Option.
8.5 Leave of Absence. A Participant on a Leave of Absence shall,
subject to the election made by such Participant pursuant to Section 5.4 hereof,
continue to be a Participant in the Plan so long as such Participant is on
continuous Leave of Absence. A Participant who has been on Leave of Absence for
more than 90 days and who therefore is not an Employee for the purpose of the
Plan shall not be entitled to participate in any Offering commencing after the
90th day of such Leave of Absence. Notwithstanding any other provisions of the
Plan, unless a Participant on Leave of Absence returns to regular employment
with the Company at the termination of such Leave of Absence, such Participant's
participation in the Plan shall terminate.
SECTION 9
INTEREST
No interest shall be paid or allowed on any money paid into the Plan or
credited to the account of any Participant or Employee.
SECTION 10
STOCK
10.1 Maximum Shares. The maximum number of shares which shall be issued
under the Plan, subject to adjustment upon changes in capitalization of the
Company as provided in Section 12.4 shall be those amounts set forth in Section
4.1 hereof with respect to each annual Offering plus in each Offering all
unissued shares from prior Offerings, whether offered or not, not to exceed
550,000 shares for all Offerings. If the total number of shares for which
Options are exercised on any Offering Termination Date in accordance with
Section 6, exceeds the maximum number of shares for the applicable offering, the
Company shall make a pro-rata allocation of the shares available for delivery
and distribution in as nearly a uniform manner as shall be practicable and as it
shall determine to be equitable, and the balance of payroll deductions credited
to the account of each Participant under the Plan shall be returned to him as
promptly as possible.
10.2 Participant's Interest in Option Stock. The Participant will have
no interest in stock covered by his Option until such Option has been exercised.
10.3 Registration of Stock. Stock to be delivered to a Participant
under the Plan will be registered in the name of the Participant, or, if the
Participant so directs by written notice to the Human Resources Department of
the Company prior to the Offering Termination Date applicable thereto, in the
names of the Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship or as tenants by the
entireties, to the extent permitted by applicable law.
10.4 Restrictions on Exercise. The Board of Directors may, in its
discretion, require as conditions to the exercise of any Option that the shares
of Stock reserved for issuance upon the exercise of the Option shall have been
duly listed, upon official notice of issuance, upon a stock exchange, and that
either:
(A) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or
(B) the Participant shall have represented at the time of purchase,
in form and substance satisfactory to the Company, that it is his
intention to purchase the shares for investment and not for
resale or distribution.
SECTION 11
ADMINISTRATION
11.1 Appointment of Administrative Committee. The Board shall appoint a
committee to administer the Plan, which shall consist of no fewer than three
members of the Board. No member of the committee shall be eligible to purchase
Stock under the Plan. The Board hereby appoints the Compensation Committee of
the Board as the initial committee to administer the Plan, which Compensation
Committee shall serve as the Administrative Committee until a successor
committee is appointed by the Board or until the termination of the Plan,
whichever shall first occur.
11.2 Authority of Administrative Committee. Subject to the express
provisions of the Plan, the Administrative Committee shall have plenary
authority in its discretion to interpret and construe any and all provisions of
the Plan, to adopt rules and regulations for administering the Plan, to adopt
rules and regulations for administering the Plan, and to make all other
determinations deemed necessary or advisable for administering the Plan. The
Administrative Committee's determination on the foregoing matters shall be
conclusive.
11.3 Rules Governing the Administrative Committee. The Board may from
time to time appoint members of the Administrative Committee in substitution for
or in addition to members previously appointed and may fill vacancies, however
caused, in the Administrative Committee. The Administrative Committee may select
one of its members as its Chairman and shall hold its meetings at such times and
places as it shall deem advisable and may hold telephonic meetings. A majority
of its members shall constitute a quorum. All determinations of the
Administrative Committee shall be made by a majority of its members. The
Administrative Committee may correct any defect or omission or reconcile any
inconsistency in the Plan, in the manner and to the extent it shall deem
desirable. Any decision or determination reduced to writing and signed by a
majority of the members of the Administrative Committee shall be as fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Administrative Committee may appoint a secretary and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
SECTION 12
MISCELLANEOUS
12.1 Designation of Beneficiary. A Participant may file a written
designation of a Beneficiary who is to receive any Stock and/or cash. Such
designation of Beneficiary may be changed by the Participant at any time by
written notice to the Human Resources Department of the Company. Upon the death
of a Participant and upon receipt by the Company of proof of identity and
existence at the Participant's death of a Beneficiary validly designated by him
under the Plan, the Company shall deliver such Stock and/or cash to such
Beneficiary. In the event of the death of a Participant and in the absence of a
Beneficiary validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such Stock and/or cash to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company)
the Company, in its discretion, may deliver such Stock and/or cash to the spouse
or to any one or more dependents of the Participant as the Company may
designate. No Beneficiary shall, prior to the death of the Participant by whom
he has been designated, acquire any interest in the Stock or cash credited to
the Participant under the Plan.
12.2 Prohibition Against Transferability. Subject to the provisions of
Section 8.4 hereof, neither payroll deductions credited to a Participant's
account nor any rights with regard to the exercise of an Option or to receive
stock under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any such attempted assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may, in its
sole discretion, treat such act as an election to withdraw funds in accordance
with Section 8.1 hereof.
12.3 Use of Funds. All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate purpose and
the Company shall not be obligated to segregate such payroll deductions.
12.4 Adjustment Upon Changes in Capitalization.
(A) If, while any Options are outstanding, the outstanding shares of
Stock of the Company have increased, decreased, changed into, or
been exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock
split or similar transaction, appropriate and proportionate
adjustments shall be made by the Administrative Committee in the
number and/or kind of shares which are subject to purchase under
outstanding Options and on the Option exercise price or prices
applicable to such outstanding Options. In addition, in any such
event, the number and/or kind of shares which may be offered in
the Offerings described in Section 4 hereof shall also be
proportionately adjusted. No adjustments shall be made for stock
dividends. For the purposes of this Paragraph, any distribution
of shares to the shareholders in an amount aggregating 20% or
more of the outstanding shares shall be deemed a stock split and
any distributions of shares aggregating less than 20% of the
outstanding shares shall be deemed a stock dividend.
(B) Notwithstanding anything contained in this Plan to the contrary,
upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, or upon a sale of substantially all of the
property or stock of the Company to another corporation, the
"Offering Termination Date" with respect to any Offering then in
effect shall be deemed to be the closing date of such
transaction. In such an event, the holder of each Option then
outstanding under the Plan will thereafter be entitled to receive
at the next Offering Termination Date upon the exercise of such
Option for each share as to which such Option shall be exercised,
as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of the Stock was
entitled to receive upon and at the time of such transaction. The
Board shall take such steps in connection with such transactions
as the Board shall deem necessary to assure that the provisions
of this Section 12.4 shall thereafter be applicable, as nearly as
reasonably may be determined, in relation to the said cash,
securities and/or property as to which such holder of such Option
might thereafter be entitled to receive.
12.5 Amendment and Termination. The Board of Directors shall have
complete power and authority to terminate or amend the Plan; provided, however,
that the Board of Directors shall not, without the approval of the stockholders
of the Corporation (A) increase the maximum number of shares which may be issued
under any Offering (except pursuant to Section 12.4 hereof); (B) amend the
requirements as to the class of employees eligible to purchase stock under the
Plan; or (C) permit the members of the Committee to purchase stock under the
Plan. No termination, modification, or amendment of the Plan may, without the
consent of an employee then having an Option under the Plan to purchase stock,
adversely affect the rights of such employee under such Option.
12.6 Effective Date. The Plan shall become effective as of November 1,
1997, subject to approval by the holders of the majority of the Stock present
and represented at a special or annual meeting of the shareholders held on or
before November 1, 1998. If the Plan is not so approved, the Plan shall not
become effective.
12.7 No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any Employee or class of employees to
purchase any shares under the Plan, or create in any Employee or class of
employees any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's employment at any time.
12.8 Effect of Plan. The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all successors of
each Employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.
12.9 Gender. Whenever the context so requires words in the masculine
include the feminine and words in the feminine include the masculine and the
definition of any term in the singular may include the plural.
12.10 Governing Law. The law of the State of Missouri will govern all
matters relating to this Plan except to the extent it is superseded by the laws
of the United States.
FALCON PRODUCTS, INC.
By:
Title:
ATTEST:
By:
Title:
FALCON PRODUCTS, INC.
NON-EMPLOYEE DIRECTORS'
DEFERRED COMPENSATION PLAN
SECTION 1
PURPOSES
The purpose of the Falcon Products, Inc. Non-Employee Directors'
Deferred Compensation Plan (the "Plan") is to help align the common interest of
directors and stockholders in enhancing the value of the common stock of Falcon
Products, Inc. The plan allows each member of the Board of Directors of Falcon
Products, Inc. (the "Company") who is not an employee of the Company or its
affiliates or subsidiaries ("Non-Employee Director") to elect to defer payment
of any retainer, committee chair and/or meeting fees ("Fees") payable as
compensation for service as a director and thus attract and retain
well-qualified individuals to serve as Non-Employee Directors. A Non-Employee
Director's interest under the Plan shall be expressed in stock units (the "Stock
Units") equivalent to shares of the Company's $.02 par value common stock
("Stock"). The Plan may be adopted by any affiliate or subsidiary of the Company
with the consent of the Company. (Any such affiliate or subsidiary that adopts
this Plan is herein referred to as a "Participating Affiliate".)
SECTION 2
TERM
The Plan shall be effective as of January 1, 1998 (the "Effective
Date"), and shall remain in effect until terminated by the Board of Directors of
the Company ("Board"); provided, however, that the issuance or conveyance of
Stock under the Plan shall be conditioned upon the effectiveness of a
registration statement covering the Stock Units and the underlying Stock.
SECTION 3
ELIGIBILITY FOR PARTICIPATION
Each individual who is a member of the Board of the Company or the
Board of Directors of a Participating Affiliate and who is not an employee of
the Company or any affiliate or subsidiary of the Company shall be eligible to
participate in the Plan. Each Non-Employee Director may elect, in accordance
with Section 4.1 of the Plan, to defer the receipt of all or any portion of any
Fees payable by the Company or Participating Affiliate for services on the Board
of Directors of the Company or such Participating Affiliate.
SECTION 4
DEFERRAL OF FEES
4.1 Deferral Elections. Commencing on the Effective Date of the Plan,
each Non-Employee Director may elect to defer the receipt of all or any portion
of Fees payable to such Non-Employee Director by executing and delivering to the
Compensation Committee of the Board of the Company ("Committee") a written
"Deferral Election" on a form provided by the Committee. The Deferral Election
shall indicate the time and form of distribution with respect to Fees being
deferred. Each Deferral Election is irrevocable and must be made on or before
December 31 of the calendar year immediately preceding the calendar year during
which the Fees will be earned; provided however: (i) each Non-Employee Director
who is a member of the Board of the Company or an Affiliate as of the Effective
Date must make a Deferral Election no later than January 31, 1998 with respect
to Fees earned during the remainder of 1998 and for Fees earned during the
subsequent calendar year; and (ii) a Non-Employee Director who first becomes
eligible to participate in the Plan on or after July 1 of a calendar year must
make a Deferral Election within 30 days of becoming eligible to participate in
the Plan with respect to Fees earned during the remainder of that calendar year
and for Fees earned during the subsequent calendar year. Anything contained
herein to the contrary notwithstanding, a Non-Employee Director may not revoke,
change or make a Deferral Election if such director has made an opposite-way
election under any plan of the Company within the previous six months. A
Deferral Election will continue in effect for subsequent calendar years unless
changed or revoked by the Non-Employee Director on or before December 31 of the
calendar year immediately preceding the calendar year for which such change or
revocation is effective.
4.2 Crediting Deferral Amounts to Accounts. Amounts deferred pursuant
to Section 4.1 hereof shall be credited to a bookkeeping account maintained by
the Company ("Stock Unit Account") as of the last day of the month in which such
amounts would have been paid to the Non-Employee Director in cash as Fees. The
number of Stock Units credited to the Stock Unit Account of a Non-Employee
Director of the Company shall equal (i) one hundred twenty percent (120%) of the
amount of Fees deferred, divided by (ii) the Fair Market Value (as defined in
Section 4.3 below) of a share of Stock on the last day of the month (or such
other date as determined by the Committee but not earlier than the date such
Non-Employee Director would have otherwise been paid such deferred amounts as
Fees) in which such deferral amount would have been paid but for the Deferral
Election pursuant to Section 4.1. Such calculation of Stock Units shall be
carried to three decimal places.
The Stock Unit Accounts maintained by the Company are for bookkeeping
purposes only, and no cash or Stock shall actually be allocated to any Stock
Unit Account established or maintained in the name of any Non-Employee Director
under the Plan.
4.3 Fair Market Value of Stock. Fair Market Value of a share of Stock
for all purposes under the Plan shall mean, for any particular date, the closing
price per share of Stock on the New York Stock Exchange on the first business
day prior to the date of reference on which trading occurred.
4.4 No Voting Rights. No Non-Employee Director shall have any voting
rights with respect to any Stock Units in his Stock Unit Account.
SECTION 5
ADDITIONS TO DEFERRED ACCOUNTS
As of each dividend payment date with respect to shares of Stock, there
shall be credited to each Non-Employee Director's Stock Unit Account an
additional number of Stock Units equal to (i) the per-share dividend payable
with respect to a share of Stock on such date, multiplied by (ii) the number of
Stock Units held in the Stock Unit Account as of the close of business on the
first business day prior to such dividend payment date and, if the dividend is
payable in cash or property other than shares of Stock, divided by (iii) the
Fair Market Value of a share of Stock on such business day. For purposes of this
Section 5, "dividend" shall include all dividends, whether normal or special,
and whether payable in cash, Stock or other property. The calculation of
additional Stock Units shall be carried to three decimal places.
SECTION 6
VESTING OF ACCOUNTS
All Stock Units credited to a Non-Employee Director's Stock Unit
Account pursuant to this Plan shall be at all times fully vested and
nonforfeitable.
SECTION 7
PAYMENT OF ACCOUNTS
7.1 Time of Payment. Payment of the Stock Units to a Non-Employee
Director shall commence in January of the year of payment specified by the
Non-Employee Director in the Deferral Election; provided that (i) if the
Non-Employee Director ceases to be a Non-Employee Director solely because of
the Non-Employee Director's disability, or (ii) if the Non-Employee Director
applies for a hardship withdrawal and the Committee in its sole discretion
determines that a hardship exists, an immediate lump sum distribution of Stock
shall be made to the Non-Employee Director in accordance with Section 7.3 below.
A distribution on account of hardship may be in an amount equal to all or any
portion of the Non-Employee Director's Stock Unit Account, as the Committee
shall determine. In the event of the death of the Non-Employee Director before
his or her Stock Unit Account has been fully distributed, the value of the Stock
Unit Account shall be distributed to the Non-Employee Director's Beneficiary in
accordance with Section 7.3 below as soon as practicable following the date of
death of the Non-Employee Director.
7.2 Form of Distribution of Stock Unit Accounts. Subject to the
provisions of Section 7.1 hereof, distributions shall be made from the Stock
Unit Account of a Non-Employee Director in whichever of the following methods
the Non-Employee Director elects at the time of the Deferral Election:
(A) One lump sum distribution; or
(B) Annual installments over a period not to exceed ten years.
If all or any portion of a Non-Employee Director's Stock Unit Account
is being distributed in installments, the portion of the account being held for
future distribution shall continue to be credited with additional Stock Units
for dividends as provided in Section 5 hereof.
7.3 Manner of Distribution of Stock Unit Accounts. Any payments or
distributions to which a Non-Employee Director (or his legal representative or
Beneficiary, as the case may be) is entitled to under the Plan shall be paid in
the form of whole shares of Stock and cash representing any fractional share of
Stock.
(A) Lump Sum Distributions. If a benefit is to be paid in the
form of a lump sum distribution, such payment shall consist of a whole
number of shares of Stock representing each whole Stock Unit credited
to the Non-Employee Director's Stock Unit Account as of the date of
distribution, and cash representing any fractional Stock Unit.
(B) Installment Payments. If a benefit is to be paid in
installment payments, the number of shares of Stock to be distributed
at each installment payment initially shall be determined by dividing
the number of Stock Units credited to the Non-Employee's Stock Unit
Account as of the initial date of distribution by the number of
installment payments and rounding to the nearest number of whole Stock
Units. Each subsequent payment shall be determined by dividing the
number of Stock Units remaining in the Stock Unit Account by the number
of installments remaining to be paid and rounding to the nearest number
of whole Stock Units. Each installment payment shall consist of a whole
number of shares of Stock representing each payable Stock Unit with the
last installment payment consisting of whole number of shares of Stock
representing each whole Stock Unit and cash representing any fractional
Stock Unit.
The Company shall issue and deliver to each Non-Employee Director
(or his legal representative or Beneficiary) a stock certificate for
shares of Stock equivalent representing payment of Stock Units as soon
as practicable following the date on which the Stock Units, or any
portion thereof, become payable.
SECTION 8
SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Stock that may be subject to issuance
or conveyance under the Plan shall not exceed 50,000, subject to adjustment as
provided in Section 9 of the Plan.
SECTION 9
ADJUSTMENTS AND REORGANIZATION
In the event of any Stock dividend, stock split, combination or
exchange of Stock, merger, consolidation, spin-off, recapitalization or other
distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting the Stock or the price of the Stock,
such proportionate adjustments, if any, as the Board in its sole discretion may
deem appropriate to reflect such change shall be made with respect to the
aggregate number of shares of Stock that may be issued under the Plan, and each
Stock Unit held in the Stock Unit Accounts. Any adjustments described in the
preceding sentence shall be carried to three decimal places.
SECTION 10
TERMINATION OR AMENDMENT OF PLAN
10.1 In General. The Board may at any time by resolution terminate,
suspend or amend this Plan. If the Plan is terminated by the Board, no deferrals
may be credited after the effective date of such termination, but previously
credited Stock Units and additional credits which may be made to reflect
earnings on such units shall remain outstanding in accordance with the terms and
conditions of the Plan.
10.2 Written Consents. No amendment may adversely affect the right of
any Non-Employee Director to have dividend equivalents credited to a Stock Unit
Account or to receive any shares of Stock pursuant to the payout of such
accounts, unless such Non-Employee Director consents in writing to such
amendment.
10.3 Corporate Restructuring. If the Company shall merge or consolidate
with any other corporation, or reorganize, and following such event the
succeeding or continuing corporation is not obligated to, or does not agree to,
assume, discharge and continue the obligation of the Company under this Plan,
this Plan shall immediately terminate and all amounts accrued hereunder shall be
paid to the Non-Employee Directors within 30 days of such termination of the
Plan.
SECTION 11
GOVERNMENT REGULATIONS
The obligations of the Company to issue or convey any Stock under this
Plan shall be subject to all applicable laws, rules and regulations and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Board. Subject to the provisions of Section 11
hereof, the Board may make such changes in the design and administration of this
Plan as may be necessary or appropriate to comply with the rules and regulations
of any governmental authority.
SECTION 12
MISCELLANEOUS
12.1 Unfunded Plan. The Plan shall at all times be entirely unfunded
with respect to the Company's obligation to pay any amounts due. No Non-Employee
Director or other person shall have any rights to receive any payment with
respect to any Stock Unit Account or other benefit payment under this Plan other
than the rights of an unsecured general creditor of the Company to receive the
payments the Company has provided herein. The Company shall not be obligated to
set aside, earmark or escrow any funds, Stock or other assets to satisfy its
obligation hereunder.
12.2 Trust. The Company may, but shall not be obligated, to establish a
"rabbi trust" with an institutional trustee to accumulate shares of Stock to
fund the obligations of the Company pursuant to this Plan. The Trust Agreement,
if any, shall be substantially in the form of the model trust agreement set
forth in Internal Revenue Procedure 92-64, or any subsequent Internal Revenue
Service Revenue Procedure, and shall include provisions required in such model
trust agreement that all assets of the trust shall be subject to the creditors
of the Company in the event of insolvency. Payment from such rabbi trust of
amounts due under the terms of this Plan shall satisfy the obligations of the
Company to make such payment. In no event shall any Non-Employee Director be
entitled to receive payment of an amount from the Company that he receives from
the rabbi trust.
12.3 Assignment; Encumbrances. The right to have amounts credited to a
Stock Unit Account and the right to receive payment with respect to such Stock
Unit Account under this Plan are not assignable or transferable and shall not be
subject in any manner to anticipation, alienation, transfer, sale, assignment,
pledge, encumbrance, or charge and any attempt to anticipate, alienate,
transfer, sell, assign, pledge, encumber or charge the same shall be null and
void and of no force and effect whatsoever. No interest in any Stock Unit
Account or any benefit hereunder shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled to such
benefits.
12.4 Designation of Beneficiaries. A Non-Employee Director may
designate in writing a beneficiary or beneficiaries to receive any distribution
under the Plan which is made after the Non-Employee Director's death; provided,
however, that if at the time any such distribution is due, there is no
designation of a beneficiary in force or if any person (other than a trustee or
trustees) as to whom a beneficiary designation was in force at the time of such
Director's death shall have died before the payment became due and the Non-
Employee Director has failed to provide in such beneficiary designation for any
person or persons to take in lieu of such deceased person, the person or persons
entitled to receive such distribution (or part thereof, as the case may be)
shall be the legal representative of the Non-Employee Director's estate.
12.5 Administration. The Committee shall have the responsibility and
authority to control the operation and administration of the Plan, and may
construe the Plan, and its constructions thereof and action thereon in good
faith shall be final and conclusive. The Committee shall have full authority, in
its sole discretion, to interpret this Plan and determine any and all matters
whatsoever relating to the administration of this Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in such
manner and to such extent as it shall deem expedient to carry the same into
effect, and it shall be the sole and final judge of such expediency. All actions
of the Committee shall be made or result from uniform standards applied in a
nondiscriminatory manner with respect to all Non-Employee Directors and
beneficiaries. The Committee shall not be liable for any action or determination
taken or made in good faith with respect to the Plan.
12.6 No Contract of Employment. The adoption and maintenance of the
Plan shall not be deemed to be a contract of employment between the Company and
any Non-Employee Director. Nothing herein contained shall be deemed to give to
any Non-Employee Director the right to be retained as a Non-Employee Director
of the Company or its Affiliates or to interfere with the right of the
stockholders of the Company to discharge any Non-Employee Director at any time,
nor shall it be deemed to give the Company the right to require any Non-Employee
Director to continue to render services in such capacity, nor shall it interfere
with the Non-Employee Director's right to terminate his services as such at any
time.
12.7 Governing Law. The validity, construction and effect of the Plan
and any actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Missouri without regard to its conflict of law
rules, and applicable federal law.
12.8 Rights as a Stockholder. A Non-Employee Director shall have no
rights as a stockholder with respect to a Stock Unit until the Non-Employee
Director actually becomes a holder of record of shares of Stock distributed with
respect thereto.
12.9 Notices. All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently made or
given if hand delivered, or if mailed by certified mail, addressed to the
Non-Employee Director at the address contained in the records of the Company or
to the Company at its principal office, as applicable.
IN WITNESS WHEREOF, Falcon Products, Inc. has adopted the foregoing
instrument as of the 16th day of December, 1997.
FALCON PRODUCTS, INC.
By
Title
August 4, 1998
Board of Directors
Falcon Products, Inc.
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
Re: Registration Statement on Form S-8
Falcon Products, Inc.
Employee Stock Purchase Plan
Non-Employee Directors' Deferred Compensation Plan
Gentlemen:
We have served as counsel to Falcon Products, Inc. (the "Company") in
connection with the various legal matters relating to the filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, relating to 600,000 shares of common stock of the Company, par value
$.02 per share (the "Shares"), that may be offered and sold through the Falcon
Products, Inc. Employee Stock Purchase Plan and the Non-Employee Directors'
Deferred Compensation Plan (the "Plans").
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Certificate of Incorporation, as amended, and Bylaws, as amended, the Plans,
certain resolutions adopted by the Board of Directors of the Company relating to
the Plans and certificates received from state officials and from officers of
the Company. In delivering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the correctness of all statements submitted
to us by officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. The Shares being offered by the Company, if offered and sold in
accordance with the Plans, will be validly issued and
outstanding and will be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and sale of the
Shares pursuant to the Plans.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Falcon Products, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 15, 1997,
included in the Company's Form 10-K for the year ended November 1, 1997, and to
all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
St. Louis, Missouri
July 30, 1998
