<PAGE> 1
As filed with the Securities and Exchange Commission on December 2, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------------------
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)
------------------------------------
UNIDYNE CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------------------
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)
------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Amount Proposed Proposed Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered(1) price per share offering price fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$.001 par value 125,000 shs $4.00 $500,000 $156.25
==================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein. Also includes an indeterminate number of
additional shares that may become issuable pursuant to antidilution
adjustment provisions of the plan.
<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>
4.1 UNIDYNE Corporation 1996 Employee Stock Purchase Plan
4.2 Agreement letter from Smith Barney
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23.1 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 2nd 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 2nd 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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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4.1 UNIDYNE Corporation 1996 Employee Stock Purchase Plan
4.2 Agreement letter from Smith Barney
5 Opinion of Baker & Hostetler as to legality of the Common Shares being registered
23.1 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 4.1
UNIDYNE CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
SECTION I - PURPOSE
This 1996 Employee Stock Purchase Plan (the "Plan") is adopted
and established by UNIDYNE Corporation, a Delaware corporation (the "Company"),
on this 2nd day of December, 1996, for the general benefit of the employees of
the Company. The purpose of the Plan is to facilitate the purchase by eligible
employees of the Company and its subsidiaries of common shares, $.001 par
value, of the Company ("Stock"), of an amount up to 1,000 shares.
SECTION II - AGENT
Smith Barney, Stamford, Connecticut, is hereby appointed to
act as agent of the Company and of the participants under this Plan (the
"Agent").
SECTION III - ELIGIBLE EMPLOYEES
(a) In General. All employees of the Company and the
Company's subsidiaries as of December 2, 1996, other than temporary employees
of the Company and the Company's subsidiaries who customarily are employed for
less than five (5) months in any calendar year, are eligible to participate in
the Plan (individually, an "Eligible Employee," and collectively, "Eligible
Employees"). All Eligible Employees granted rights to purchase Stock hereunder
shall have the same rights and privileges as every other such Eligible
Employee, and only employees of the Company and its subsidiaries will be
entitled to be granted rights hereunder.
(b) Limitations on Rights. An employee who otherwise is
an Eligible Employee shall not be entitled to purchase Stock under the Plan if
(i) such purchase would cause such Eligible Employee to own Stock (including
any shares of Stock which would be owned if such Eligible Employee purchased
all of the Stock made available for purchase by such Eligible Employee under
all options or rights then held by such Eligible Employee, whether or not then
exercisable) representing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of a subsidiary
of the Company; or (ii) such purchase would cause such Eligible Employee to
have rights to purchase more than 1,000 shares of Stock under the Plan
(determined as of the day the rights are first granted and can first be
exercised hereunder). For purposes of applying the 1,000 share limitation, the
number of shares of Stock covered by one right may not be carried over to any
other right. No fractional shares may be purchased under the Plan.
<PAGE> 2
SECTION IV - ENROLLMENT AND SUBSCRIPTION PERIODS
(a) Enrolling in the Plan. To participate in the Plan,
an Eligible Employee must enroll in the Plan. Enrollment for the Plan will
take place during the "Subscription Period," which shall be from December 2,
1996 (or if later, the effective date of the registration statement to be filed
with the Securities and Exchange Commission in connection with the Stock to be
purchased hereunder) through December 23, 1996. Any employee who is an Eligible
Employee and who desires to subscribe to purchase Stock must file with the
Company a subscription agreement and applicable forms and information necessary
to establish a Plan Account (as hereinafter defined) with the Agent during the
Subscription Period.
(b) Actions After Enrollment. The offering of Stock
under the Plan shall occur only during the Subscription Period and shall be
made only to Eligible Employees who enroll during the Subscription Period.
Once enrolled, the Company will inform the Agent of such fact and the Eligible
Employee so enrolled will thereupon become a "Participant" under the Plan.
SECTION V - TERM OF PLAN
This Plan shall be in effect from the date of its adoption
until it is terminated by action of the Board of Directors of the Company.
SECTION VI - NUMBER OF SHARES OF STOCK TO BE MADE AVAILABLE
The total number of shares of Stock made available for
purchase by Eligible Employees under Section IX hereof is 125,000, which may be
authorized but unissued shares, treasury shares, or shares purchased by the
Plan in the open market. When such shares of Stock are fully subscribed, the
Plan shall either be continued through additional authorizations of shares made
by the Company's Board of Directors, or shall be terminated in accordance with
Section XIV hereof.
SECTION VII - SUBSCRIPTION PRICE
The "Subscription Price" for each share of Stock purchased in
accordance with Section IV hereof shall be $4.00 a share.
SECTION VIII - METHOD OF PAYMENT
Except as otherwise specifically provided herein, the
Subscription Price will be payable to the Company by each Participant in cash
at the time of exercise of a Participant's rights hereunder.
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<PAGE> 3
SECTION IX - PURCHASING, TRANSFERRING STOCK
(a) Maintenance of Plan Account. Upon the initial
exercise of a Participant's right to purchase Stock under the Plan, the Agent
shall establish a "Plan Account" in the name of such Participant. At the close
of the Subscription Period, the Participant's cash payment for shares of Stock
(and credited to a non-interest bearing account maintained by such employer or
other party for bookkeeping purposes) will be communicated by the Company to
the Agent and shall thereupon be credited by the Agent to such Participant's
Account. As of the last day of the Subscription Period, each such
Participant's right to purchase Stock will be exercised automatically for him
or her by the Company with respect to those amounts reported to the Agent by
the Company as creditable to such Participant's Plan Account; upon such
automatic exercise, the amount then credited to the Participant's Plan Account
for the purpose of purchasing Stock hereunder will be divided by the
Subscription Price, and there shall be transferred to such Participant's Plan
Account by the Agent the number of shares of Stock which results. Participants
shall not receive any interest on any amounts held by an employer or other
party (including the Agent) and credited to Plan Accounts established and
maintained under this Plan.
(b) Maximum Number of Shares. Each Participant shall be
permitted to purchase Stock up to a maximum of 1,000 shares.
(c) Insufficient Number of Available Shares. In the event
the number of shares of Stock subscribed for exceeds the number of shares of
Stock available for sale under the Plan, the number of shares of Stock actually
available for sale hereunder shall be allocated by the Agent among the
Participants in proportion to their Plan Account balances which are committed
to the purchase of Stock.
(d) Handling Excess Stock. In the event that the number
of shares of Stock which would be credited to any Participant's Plan Account in
the Subscription Period exceeds the limit specified in Section III(b) hereof,
such Participant's Account shall be credited with the maximum number of shares
permissible, and the remaining amounts will be refunded in cash.
(e) Status Reports. As soon as practical following the
purchase of Stock made under this Plan but in no event later than the December
31 following the close of the Subscription Period, the Agent shall report to
each Participant the number of shares of Stock purchased on his or her behalf,
and the total shares held on behalf of such Participant in his or her Plan
Account. The Agent shall hold in its name or in the name of its nominee all
Stock so purchased and allocated. No certificate will be issued to a
Participant for Stock held in his or her Plan Account unless he or she so
requests in writing.
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<PAGE> 4
(f) In Service Stock Withdrawals. A Participant may
request that a certificate for all or part of the full shares of Stock held in
his or her Plan Account be sent to him or her after the relevant shares of
Stock have been purchased and allocated. All such requests must be submitted
in writing to the Agent.
SECTION X - DIVIDENDS AND OTHER DISTRIBUTIONS
Cash dividends and other cash distributions, if any, received
by the Agent on Stock held in its custody hereunder will be paid to
Participants in accordance with their interests in the shares of Stock with
respect to which such dividends or distributions are paid or made.
SECTION XI - VOTING OF STOCK
Shares of Stock held for a Participant in his or her Plan
Account will be voted in accordance with such Participant's express written
directions. In the absence of any such direction, such shares will not be
voted.
SECTION XII - ASSIGNMENT
No Eligible Employee, Participant or other person may assign,
alienate, or otherwise transfer his or her right or rights to purchase Stock
under this Plan to any other person or party; any attempt to so assign,
alienate or transfer shall be void. A Participant's right to purchase Stock
under this Plan may be exercisable during such Participant's lifetime only by
that Participant.
SECTION XIII - ADJUSTMENT OF AND CHANGES IN STOCK
In the event that the shares of Stock are changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, split-up, combination of shares, or
otherwise), or the number of shares of Stock are changed through a stock split
or the payment of a stock dividend, there shall be substituted for or added to
each share of Stock theretofore reserved for sale under the Plan, the number
and kind of shares of stock or other securities into which each outstanding
share of Stock shall be so changed, or for which each such share shall be
exchanged, or to which each such share shall be entitled, as the case may be.
SECTION XIV - AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors of the Company shall have the right to
amend, modify or terminate the Plan at any time without notice; however, no
Participant's existing rights shall be adversely affected by any such
amendment, modification or termination, and no such amendment or modification
shall
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<PAGE> 5
materially increase the benefits accruing to Participants under the Plan,
increase in any respect the number of shares of Stock permitted to be issued
under the Plan, materially modify the eligibility requirements for Plan
participation, or change the designation of those corporations whose employees
are eligible to participate in the Plan without receiving the approval of the
holders of a majority of the voting power of the shares of Stock.
SECTION XV - ADMINISTRATION
(a) Board of Directors To Administer. The Plan
shall be administered by the Company's Board of Directors. The Board of
Directors shall be responsible for the administration of all matters under the
Plan which have not been delegated to the Agent.
(b) Specific Responsibilities. The Board of
Directors's responsibilities shall include, but shall not be limited to,
(i) interpreting the Plan;
(ii) identifying and compiling a list of persons who are
Eligible Employees;
(iii) identifying those Eligible Employees not entitled to be
granted options or other rights on account of the limitations
described in Section III(b) hereof; and
(iv) providing prompt notice to the Agent of the
enrollment of Eligible Employees and the amounts to be credited to
Participants' Plan Accounts.
The Board of Directors may from time to time adopt rules and regulations for
carrying out the Plan. Interpretation or construction of any provision of the
Plan by the Board of Directors shall be final and conclusive on all persons.
SECTION XVI - SECURITIES LAW RESTRICTIONS
Notwithstanding any provision of the Plan to the contrary:
(a) Need For Registration Statement. No shares of Stock
may be purchased under the Plan until a registration statement has been filed
and become effective with respect to the issuance of the Stock covered by the
Plan under the Securities Act of 1933, as amended (the "Act"). Prior to the
effectiveness of such registration statement, Stock subject to purchase under
the Plan may be offered to Eligible Employees only pursuant to an exemption
from the registration requirements of the Act.
-5-
<PAGE> 6
(b) Compliance With Blue Sky Laws. No shares of Stock
may be purchased or issued under the Plan with respect to Eligible Employees
resident in any state unless the shares under the Plan are exempt from
registration under the securities laws of such state, or the purchase is an
exempt transaction under the securities laws of such state or are registered by
description, qualification, coordination or otherwise under the securities laws
of such state.
SECTION XVII - NO INDEPENDENT EMPLOYEE'S RIGHTS
Nothing in the Plan shall be construed to be a contract of
employment between the Company, any of its subsidiaries, and any employee, or
any group or category of employees (whether for a definite or specific duration
or otherwise), or to prevent the Company or any of its subsidiaries from
terminating any employee's employment at any time, without notice or
recompense. No employee shall have any rights as a shareholder until the right
to purchase Stock has been exercised as of the last trading day of the
Subscription Period.
SECTION XVIII - AGENT POWERS AND DUTIES
(a) Acceptance. The Agent accepts the agency created
under this Plan and agrees to perform the obligations imposed hereunder.
(b) Receipt of Stock and Dividends. The Agent shall be
accountable to each Participant for shares of Stock held in such Participant's
Plan Account, and for dividends received with respect thereto.
(c) Records and Statements. The records of the Agent
pertaining to the Plan shall be open to the inspection of the Company at all
reasonable times and may be audited from time to time by any person or parties
specified by the Company in writing. The Agent shall furnish the Company with
whatever information relating to the Plan Accounts the Company considers
necessary.
(d) Fees and Expenses. The Agent shall receive from the
Company reasonable annual compensation as may be agreed upon from time to time
between the Company and the Agent.
(e) Resignation. The Agent may resign at any time as
Agent of the Plan by giving sixty (60) days written notice in advance to the
Company.
(f) Removal. The Company, by giving sixty (60) days
written notice in advance to the Agent, may remove the Agent. In the event of
the resignation or removal of an Agent, the Company shall promptly appoint a
successor Agent if it intends to continue the Plan.
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<PAGE> 7
(g) Interim Duties and Successor Agent. Each successor
Agent shall succeed to the title of the Agent vested in its predecessor by
accepting in writing its appointment as successor Agent and filing the
acceptance with the former Agent and the Company without the signing or filing
of any further statement. The resigning or removed Agent, upon receipt of
acceptance in writing of the agency by the successor Agent, shall execute all
documents and do all acts necessary to vest the title in any successor Agent.
Each successor Agent shall have and enjoy all of the powers conferred under
this Plan upon its predecessor. No successor Agent shall be personably liable
for any act or failure to act of any predecessor Agent. With the approval of
the Company, a successor Agent, with respect to the Plan, may accept the
account rendered and the property delivered to it by a predecessor Agent
without incurring any liability or responsibility for so doing.
(h) Limitation of Liability to Participants. The Agent
shall not be liable hereunder for any act or failure to act, including without
limitation, any claim of liability (i) arising out of a failure to terminate a
Participant's Plan Account upon such Participant's death or adjudication of
incompetency, prior to the receipt by the Agent of notice in writing of such
death or incompetency; or (ii) with respect to the price(s) at which shares of
Stock are purchased or sold for a Participant's Plan Account or the timing of
such purchase(s) or sale(s).
SECTION XIX - APPLICABLE LAW
The Plan shall be construed, administered and governed in all
respects under the laws of the State of Delaware.
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<PAGE> 8
IN WITNESS WHEREOF, UNIDYNE Corporation has executed this Plan
in Exton, Pennsylvania as of the 2nd day of December, 1996.
UNIDYNE CORPORATION
By: /s/ C. Eugene Hutcheson
-------------------------------------------
Its: President and Chief Executive Officer
------------------------------------------
Adopted by the Board of Directors of UNIDYNE Corporation
on December 2, 1996.
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<PAGE> 1
EXHIBIT 4.2
[SMITH BARNEY LETTERHEAD]
Dear Unidyne Corporation:
Smith Barney hereby agrees to perform the following duties as outlined below,
for the Unidyne Corporation Employee Stock Purchase Plan:
1) Establish retail investment accounts for all Unidyne employees who
have elected to participate in the stock purchase program and
have advised Smith Barney. Each of these accounts will be
established in the name of the employee (as directed by the
employee).
2) Receive in from Unidyne a stock certificate for the aggregate
amount of shares to satisfy the employee purchases. These
shares will be deposited into a Unidyne corporate account at Smith
Barney.
3) Unidyne will instruct Smith Barney as to how to allocate the shares
amongst the various employee accounts. Smith Barney bears no
responsibility or liability for the correctness of the allocation
and its sole responsibility will be to allocate shares as Unidyne
instructs. Unidyne will indemnify and hold Smith Barney harmless
from any claims relating to or concerning the correctness of the
allocation of shares of Unidyne.
4) Smith Barney will advise each employee, by letter and by year end
statement, that shares have been received into their account.
5) Smith Barney understands that the employees will pay Unidyne
directly and in full for the cost of the shares and that each
employee may purchase whole shares up to 1,000 shares per employee.
6) These shares of Unidyne common stock will have no restrictions.
Employees will direct Smith Barney as to delivery of shares and
any future trades that are to be effected in their accounts
(including selling of shares, delivering of shares or any other
future investment directives, as would be the case with any other
retail investment account at Smith Barney).
Sincerely,
/s/ Mark A. Puccini
MARK A. PUCCINI
Senior Vice President, Branch Manager
Smith Barney
- --------------------------------
Agreed to and accepted by Unidyne
<PAGE> 1
EXHIBIT 5
(202) 861-1500
December 2, 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
