<PAGE> 1
As filed with the Securities and Exchange Commission on December 5, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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UNIDYNE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2154902
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
118 Pickering Way, Suite 104 19341
Exton, Pennsylvania (Zip Code)
(Address of Principal Executive Offices)
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UNIDYNE CORPORATION 1996 STOCK OPTION PLAN
(Full title of the plan)
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Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
302-658-7581
(Telephone number, including area code, of agent for service)
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered(1) price per share(2) offering price(2) fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$.001 par value 1,100,000 shs $4.50 $4,950,000.00 $1,706.90
================================================================================================================================
</TABLE>
(1) Includes an indeterminate number of additional shares that may become
issuable pursuant to antidilution adjustment provisions of the plan.
(2) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee, based on the average of the bid and
asked prices on November 29, 1996, of the registrant's Common Stock as
reported on the Nasdaq over-the-counter bulletin board.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by the registrant
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated herein:
1. The registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The registrant's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended March 31, 1996, June 30,
1996 and September 30, 1996.
3. The description of the Company's Common Shares
contained in the registrant's Form S-1 Registration
Statement (No. 0-10372) as declared effective on May
12, 1981 relating to the registration of the
Company's Common Shares under Section 12(g) of the
Exchange Act, and all amendments thereto, including,
but not limited to, Form 8-K, filed September 9, 1996
and Form 8-K/A, filed September 13, 1996.
4. 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 of
the Common Shares offered pursuant to this
Registration Statement have been sold or which
deregisters all Common Shares 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of the Delaware General Corporation Law,
the Company has adopted provisions in its Certificate of Incorporation which
provide that directors of the Company shall not be personally liable for
monetary damages to the Company or its stockholders for a breach of fiduciary
duty as a director, except for liability as a result of (i) a breach of the
director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) an act related to the unlawful stock repurchase or
payment of a dividend under Section 174 of Delaware General Corporation Law,
and (iv) transactions from which the director derived an improper personal
benefit. Such limitation of liability does not affect the availability of
equitable remedies such as injunctive relief or rescission.
The Company's Certificate of Incorporation also authorizes the Company
to indemnify its officers, directors and other agents, by bylaws, agreements or
otherwise, to the fullest extent permitted under Delaware law. The Company
intends to enter into separate indemnification agreements with its directors
and officers which may, in some cases, be broader than the specific
indemnification provisions contained in the Delaware General Corporation Law.
The indemnification agreements may require the Company, among other things, to
indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as directors or officers (other than
liabilities arising from willful misconduct of a culpable nature), to advance
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<PAGE> 3
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' and officers' insurance if
available on reasonable terms.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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. See Item 9, "Undertakings."
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4 UNIDYNE Corporation 1996 Stock Option Plan
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23 Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
25 Powers of Attorney (included at page II-3)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act 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.
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<PAGE> 4
(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 Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to
deliver, or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant 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.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable ground 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 Exton, State of Pennsylvania, on the 5th day of
December, 1996.
UNIDYNE CORPORATION
By: /s/ C. Eugene Hutcheson
------------------------------------------
C. Eugene Hutcheson, Chairman,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints C. Eugene Hutcheson
and/or Timothy M. Flynn, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all pre- or post-effective amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on the 5th day of December, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ C. Eugene Hutcheson Chairman, Chief Executive Officer,
- -------------------------------------- President and a Director (principal executive officer)
C. Eugene Hutcheson
/s/ Timothy M. Flynn Vice President and Assistant Treasurer
- -------------------------------------- (principal financial officer and principal accounting officer)
Timothy M. Flynn
/s/ Charlotte E. Doremus Secretary, Treasurer and Director
- --------------------------------------
Charlotte E. Doremus
/s/ David M. Barrett Director
- --------------------------------------
David M. Barrett
/s/ Frank B. Holze Director
- --------------------------------------
Frank B. Holze
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4 UNIDYNE Corporation 1996 Stock Option Plan
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23 Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
25 Powers of Attorney (included at page II-3)
</TABLE>
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<PAGE> 1
EXHIBIT 4
BLUE JAY ENTERPRISES, INC.
1996 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN. The purpose of the Blue Jay Enterprises, Inc.
1996 Stock Option Plan ("Plan") is to encourage ownership of the Common Stock
of Blue Jay Enterprises, Inc., a Delaware corporation ("Company"), by officers
and other key employees, and in certain circumstances also by advisors,
consultants, directors and other persons providing service to the Company and
its subsidiaries, and to provide increased incentive for such individuals to
render services to the Company and its subsidiaries in the future and to exert
maximum effort for the success of the business of the Company.
2. DEFINITIONS. As used herein, and in any Option granted hereunder, the
following definitions shall apply:
a. "Board" means the Company's Board of Directors.
b. "Common Stock" means the Company's Common Stock.
c. "Committee" means the Committee appointed by the Board in
accordance with paragraph (a) of Section 3 of the Plan. If no
Committee is appointed, the term "Committee" shall refer to
the Board.
d. "Continuous Employment" or "Continuous Status as an Employee"
means the absence of any interruption or termination of
employment by the Company or any Subsidiary. Continuous
Employment shall not be considered interrupted by sick leave,
military leave or any other leave of absence approved by the
Company, or in the case of transfers between locations of the
Company or between the Company, its Subsidiaries or its
successor.
e. "Employee" means any person actually employed and paid by the
Company or a Subsidiary on either a full-time or part-time
basis.
f. "Incentive Stock Option" means any Option granted under this
Plan to an Employee which complies with the provision of
Section 422 of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").
g. "Non-Qualified Stock Option" means any Option granted under
this Plan which does not qualify in whole or in part as an
"Incentive Stock Option" under the provisions of Section 422
of the Code.
h. "Option" means a stock option granted under the Plan.
i. "Optioned Shares" means the Common Stock subject to an Option
granted pursuant to the Plan.
<PAGE> 2
j. "Optionee" means a person who receives or otherwise acquires
an Option under the Plan.
k. "Plan" means this 1996 Stock Option Plan.
l. "Share" means a share of the Common Stock, as adjusted in
accordance with Section 8(i) of the Plan.
m. "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the
corporations in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all
classes of stock in one or more of the other corporations in
such chain.
3. ADMINISTRATION OF THE PLAN.
a. Procedure. The Plan shall be administered by the Board. The
Board may appoint a Committee consisting of not less than two
members of the Board to administer the Plan on behalf of the
Board, subject to such terms and conditions as the Board may
prescribe. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board. From time to
time, the Board may increase the size of the Committee and
appoint additional members thereof, fill vacancies, however
caused, and remove all members of the Committee and thereafter
directly administer the Plan.
Members of the Board or Committee who are either eligible for
Options or have been granted Options may vote on any matters
affecting the administration of the Plan or the grant of any
Options under the Plan; provided that no such members shall
act upon the granting, amendment, or modification of an Option
to himself, but any such member may be counted in determining
the existence of a quorum at any meeting of the Board or the
committee during which action is taken with respect to the
granting of an Option to him.
b. Powers of the Committee. Subject to the provisions of the
Plan, the Committee shall have the authority to (i) upon
review of relevant information, to determine the fair market
value of the Common Stock; (ii) to determine the exercise
price of Options to be granted (which, in the case of
Incentive Stock Options, shall be not less than the minimum
specified in Section 8(b) hereof), the Employees or other
persons to whom and the time or times at which Options shall
be granted and the number of Shares to be represented by each
Option; (iii) to interpret the Plan; (iv) to prescribe, amend
and rescind rules and regulations relating to the Plan; (v) to
determine the terms and provisions of each Option granted
under the Plan (which need not be identical) and, with the
consent of the holder thereof, to modify or amend any Option;
(vi) to authorize any person to execute on behalf
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<PAGE> 3
of the Company any instrument required to effectuate the grant
of an Option previously granted by the Committee; and (vii) to
make all other determinations deemed necessary or advisable
for the administration of the Plan.
c. Effect of Committee's Decision. All decisions,
determinations, and interpretations of the Committee shall be
final and binding on all Optionees an any other holders of any
Options granted under the Plan.
4. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided in
paragraph 8(b) and 8(i) hereof and to the provisions of Section 9 hereof, a
total of 1,100,000 Shares of Common Stock shall be subject to the Plan. The
Shares subject to the Plan shall consist of unissued Shares or previously
issued Shares reacquired and held by the Company, and such amount of Shares
shall be and is hereby reserved for sale for such purpose. Any of such Shares
which may remain unsold and which are not subject to outstanding Options at the
termination or other discontinuation of the Plan shall cease to be reserved for
the purpose of the Plan, but until such termination of the Plan the Company
shall at all times reserve a sufficient number of Shares to meet the
requirements of the Plan. Should any Option expire or be canceled prior to its
exercise in full, the shares theretofore subject to such Option may again be
made subject to an Option under the Plan.
5. ELIGIBILITY. Incentive Stock Options under the Plan may be granted
only to Employees for a reason connected with their employment by the Company
or any Subsidiary. Non-Qualified Stock Options may be granted under the Plan
to any otherwise eligible person (including Employees) for any reason connected
with their furnishing of services to the Company or any Subsidiary. An
Employee who has been granted an Incentive Stock Option or a Non-Qualified
Stock Option, if he or she is otherwise eligible, may be granted additional
Incentive Stock Options or Non-Qualified Stock Options.
6. FAIR MARKET VALUE LIMITATION. The aggregate fair market value
(determined at the time an Incentive Stock Option is granted) of the Common
Stock with respect to which any Incentive Stock Option may be exercisable for
the first time by an Optionee during any calendar year (under this Plan and any
other Stock Option Plans of the Company and its Subsidiaries) shall not exceed
$100,000. To the extent Incentive Stock Options granted to an Employee and
first becoming exercisable during a given calendar year exceed $100,000 in the
aggregate, such Incentive Stock Options shall be treated as Non-Qualified Stock
Options.
7. CONTINUATION OF EMPLOYMENT. The Plan shall not confer upon any
Optionee any right with respect to continuation of employment of the Company.
8. TERMS AND CONDITIONS. Each Option granted under the Plan shall be
evidenced by a written agreement, in a form approved by the Committee, which
shall be subject to the following express terms and conditions and to such
other terms and conditions as the Committee may deem appropriate.
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<PAGE> 4
a. Option Period. Each option agreement shall specify the period
for which the Option thereunder is granted (which in no event
shall exceed ten years from the date of such grant) and shall
provide that the Option shall expire at the end of such
period. In the case of Incentive Stock Options, if the
Optionee owns more than ten percent (10%) of the outstanding
stock of the Company (determined in accordance with Section
425(d) of the Code) on the date of the Incentive Stock Option
is granted, the option period shall not exceed five years from
the date of such grant. Notwithstanding anything herein to
the contrary, no Incentive Stock Option shall be granted more
than ten years from the date this Plan is approved by the
stockholders or adopted by the Company (whichever first
occurs).
b. Option Price. The purchase price of each Share of Common
Stock subject to each Option granted pursuant to the Plan
shall be determined by the Committee at the time the Option is
granted. In the case of Incentive Stock Options, such
purchase price shall not be less than the fair market value of
a share of Common Stock on the date the Option is granted, as
determined by the Committee; provided, however, that in the
case of an Incentive Stock Option granted to an Optionee who
owns more than ten percent (10%) of the outstanding stock of
the Company (determined in accordance with Section 425(d) of
the Code) on the date the Option is granted, the option price
shall not be less than 110% of the fair market value of a
share of Common Stock on such date.
c. Vesting Period. No part of any Option may be exercised until
the Optionee shall have remained in the employ or other
service of the Company or any of its Subsidiaries for such
period after the date on which the Option is granted as the
Committee may specify in the option agreement.
d. Procedure for Exercise. Options shall be exercised by the
delivery of written notice to the Company setting forth the
number of Shares with respect to which the Option is to be
exercised. An Option may not be exercised for fractional
Shares. Unless stock of the Company is used to acquire such
Shares in accordance with paragraph 8(k), such notice shall be
accompanied by case or certified check, bank draft, or postal
or express money order payable to the order of the Company for
an amount equal to the Option price of such Shares (together
with payment of any amount needed to satisfy any applicable
tax withholding) and specifying the address to which the
certificates for such shares are to be mailed. As promptly as
practicable after receipt of such written notification and
payment, the Company shall deliver to the Optionee
certificates for the number of Shares with respect to which
such Option has been so exercised, issued in the Optionee's
name; provided, however, that such delivery shall be deemed
effected for all purposes when a stock transfer agent of the
Company shall have deposited such certificates in the United
States mail, addressed to the Optionee, at the address
specified in the written notice of exercise. Until the
issuance of the stock
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<PAGE> 5
certificates, no right to vote or received dividends or any
other rights as a stockholder shall exist with respect to the
optioned Shares.
e. Termination of Employment. If an Employee Optionee ceases to
be employed by the Company or any of its Subsidiaries for any
reason other than death or disability, the Options granted to
him shall thereupon terminate. Any Options which are
exercisable on the date of such employment termination may be
exercised during a three-month period beginning on such date.
f. Disability or Death of Optionee. In the event of the
disability or death of an Optionee while he or she is employed
by the Company or any of its Subsidiaries, the Options
previously granted to him or her may be exercised (to the
extent he or she would have been entitled to do so at the date
of disability or death) at any time and from time to time,
within a period of one year after disability or death, by the
Optionee, by the executor or administrator of the Optionee's
estate or by the person or persons to whom his or her rights
under the Option shall pass by will or the laws of descent and
distribution, but in no event may the Option may exercised
after its expiration. An Employee shall be deemed to be
disabled if, in the opinion of a physician selected or
approved by the Committee, he or she is incapable of
performing services for the Company or any of its Subsidiaries
by reason of any medically determinable physical or mental
impairment which can be expected to result in death or to be
of long, continued and indefinite duration lasting not less
than 12 months.
g. No Rights as Stockholder. No Optionee shall have any rights
as a stockholder with respect to shares covered by an Option
until the date of issuance of a stock certificate for such
shares; except as provided in paragraphs 8(h) or 8(i), no
adjustment for dividends, or otherwise, shall be made if the
record date therefore is prior to the date of issuance of such
certificate.
h. Changes in Company's Capital Structure. The existence of
outstanding Options shall not affect in any way the right or
power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company or any
issuance of Common Stock or subscription rights thereto, or
any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise; provided,
however, that if the outstanding shares of Common Stock of the
Company shall at any time be changed or exchanged by declaring
a stock dividend, stock split, combination of shares, or
recapitalization, the number and kind of shares subject to the
Plan or subject to any Options theretofore granted, and the
option prices, shall be
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<PAGE> 6
appropriately and equitably adjusted so as so maintain the
proportionate number of shares without changing the aggregate
option price.
i. Investment Representation. Unless the shares issuable upon
exercise of the option granted hereby are registered for
public resale under the Securities Act of 1933, each option
agreement shall contain an agreement that, upon demand by the
Committee for such a representation, the Optionee or any
person acting under paragraph 8(f) shall deliver to the
Committee at the time of any exercise of an Option a written
representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale
or with a view to the distribution thereof. Upon such demand,
delivery of such a representation prior to the delivery of any
shares issued upon exercise of an Option and prior to the
expiration of the option period shall be a condition precedent
to the right of the Optionee or such other person to purchase
any shares.
j. Payment with Stock. Subject to the Committee's approval at
the time of exercise and any requirements applicable under
Section 424(c) of the Code, an Employee may pay for any shares
of Common Stock with respect to which an Option is being
exercised by tendering to the Company other shares of Common
Stock, provided however, that at the time of such exercise,
the Company shall have a Committee consisting of two (2) or
more Non-Employee Directors (within the meaning of 17 C.F.R.
Section 240.166-3(b)(3)(i)) who shall approve the payment for
option shares with other shares. The certificates
representing such other shares of Common Stock must be
accompanied by stock power duly executed with signature
guaranteed. The value of Common Stock so tendered shall be
determined by the Committee in its sole discretion. The
Committee may, in its sole and absolute discretion, refuse any
tender of shares of Common Stock, in which case it shall
deliver the tendered shares back to the Employee and notify
the Employee of such refusal.
k. Options Not Transferable. Unless an option agreement
otherwise provides, no Option or interest or right therein or
part thereof shall be pledged or used in satisfaction of the
debts, contracts or engagements of the Optionee or his
successors in interest, or be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means (whether voluntary or
involuntary, by operation of law, judgment, levy, attachment,
garnishment, or any other legal or equitable proceedings
(including bankruptcy)), and any attempted disposition thereof
shall be null and void and of no effect, provided, however,
that nothing in this Section 8(k) shall prevent transfers by
will or by the applicable laws of descent and distribution.
9. AMENDMENTS OR TERMINATION. The Board of Directors may, in its sole
discretion, amend, alter or discontinue the Plan, but no amendment or
alteration shall be made which would impair the rights of any participant under
any Option theretofore granted without his consent,
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<PAGE> 7
or which without the approval of the shareholders, would: (i) except as is
provided in paragraphs 8(h) and 8(i) of the Plan, increase the total number of
shares reserved for the purposes of the Plan or decrease the option price
provided for in paragraph 8(a) of the Plan or (ii) extend the expiration date
of this Plan set forth in paragraph 11 of the Plan.
10. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options hereunder, and the obligation of the Company to sell and
deliver shares under such Options, shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by the governmental
or regulatory agency as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Common Stock prior to the
completion of any registration or qualification of such shares under any
federal or state law, or any ruling or regulation of any governmental body
which the Company shall, in its sole discretion, determine to be necessary or
advisable. Further, it is the intention of the Company that the Plan comply in
all respects with the provisions of Rule 16b-3 of the Securities and Exchange
Act of 1934, as amended. If any Plan provision is found or determined not to
be in compliance with Rule 16b-3, the provision shall be deemed null and void.
11. EFFECTIVENESS AND EXPIRATION OF THE PLAN. The Plan shall be effective
on the date it is adopted by the Company by action of its Board of Directors,
subject to the express condition that stockholders of the Company shall approve
(or shall have approved) the Plan within twelve months before or after the date
adopted by the Company by action of the Board of Directors. NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH IN THE PLAN OR ANY OPTION AGREEMENT PURSUANT
TO THE PLAN, NO OPTION UNDER THE PLAN MAY BE EXERCISED UNLESS STOCKHOLDERS OF
THE COMPANY SHALL HAVE APPROVED AND RATIFIED THE PLAN WITHIN ONE YEAR OF ITS
EFFECTIVE DATE. For the purpose of granting Options hereunder, this Plan shall
expire ten years after the effective date of the Plan; thereafter, no Option
shall be granted pursuant to the Plan.
12. CANCELLATION AND ISSUANCE. The Committee may, at its sole discretion,
but subject to the provisions of the Plan, cancel outstanding Options and issue
replacement Options under the Plan under terms and at exercise prices it deems
beneficial to the Company and the Optionees, to further the purposes of the
Plan. Notwithstanding this paragraph 12, no Options may be canceled, or
otherwise amended or modified, without the written consent of the Optionee.
- 7 -
<PAGE> 1
EXHIBIT 5
(202) 861-1500
December 5, 1996
UNIDYNE Corporation
118 Pickering Way
Suite 104
Exton, PA 19341
Re: Registration of Shares of Common Stock on Form S-8
Ladies and Gentlemen:
We have acted as counsel to UNIDYNE Corporation, a Delaware
corporation ("Company"), in connection with the Company's public offering of
its Common Stock, par value $.001 per share (the "Common Stock"), as described
in the above-referenced registration statement (the "Registration Statement").
In connection with the registration and offering of these securities you have
requested our opinion with respect to the matters set forth below.
For purposes of rendering the opinion set forth herein, we have
examined copies of such documents and made such examination of law as we have
deemed relevant and necessary. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such latter documents
and that any certificate, telegram, public certificate of other document on
which we have relied that was given or dated earlier than this opinion letter
was accurate when given and has remained accurate as far as relevant to the
opinions contained herein from such earlier date through and including the date
hereof.
Based upon the foregoing, we are of the opinion that the Common Stock
which is the subject of the Registration Statement, when sold as contemplated
by the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Sincerely,
/s/ Baker & Hostetler
