As filed with the
Securities and Exchange
Commission on
May 24, 1996
Registration No. 2-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RICHARDSON ELECTRONICS, LTD.
(Exact name of issuer as specified in its charter)
Delaware 36-2096643
(State of Incorporation) (I.R.S. Employer Identification No.)
40W267 Keslinger Road, LaFox, Illinois 60147
(Address of Principal Executive Offices) (Zip Code)
RICHARDSON ELECTRONICS, LTD.
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
William G. Seils,
Senior Vice President, Secretary and General Counsel
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, Illinois 60147
(Name and address of agent for service)
(708) 208-2370
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale of the securities
to the public: As soon as practicable after the effective date of
this Registration Statement and under terms of options granted but
not earlier than October 2, 1996.
Calculation of Registration Fee
Title Proposed Proposed
of Maximum Maximum Amount
Securities Amount Offering Aggregated of
Being Being Price Per Offering Registration
Registered Registered(1) Share Price Fee
Common Stock 20,000 $10.8125 $ 216,250 $ 74.57
$.05 Par Value 280,000 $ 9.75(2) $2,730,000 $ 941.38
Shares Total $1,015.95
(1) The registration statement also includes an indeterminable
number of additional shares of Common Stock that may become
issuable as a result of terminated, expired or surrendered
options for Common Stock, or pursuant to the antidilution
adjustment provisions of the Plan.
(2) Estimated solely for purposes of calculating the registration
fee under Rule 457(h), based upon the average of the high and
low prices as reported by the NASDAQ National Market System as
of May 20, 1996.
Exhibit Index on page 6
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
Richardson Electronics, Ltd. (the "Company") hereby
incorporates into this Registration Statement by reference the
following documents filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K filed pursuant
to Section 13(a) of the Securities Exchange Act of 1934 as amended
(the "Securities Exchange Act") for the fiscal year ended May 31,
1995;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act since the end of the Company's
fiscal year ended May 31, 1995; and
(c) The Company's Registration Statement on Form 8-A (File
No. 0-12906) as to the description of the Company's securities set
forth in item 4 therein, including any amendment or reports filed
for the purpose of updating such description.
All documents filed by the Company subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be 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 herein or in any other subsequently filed document which
also is or is deemed to be 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.
Item 5. Interests of Named Experts and Counsel.
William G. Seils, Senior Vice President, Secretary and General
Counsel of the Company assisted in the preparation of this
Prospectus and the Registration Statement, has given an opinion on
the validity of the securities covered thereby and is eligible to
receive grants under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
authorizes indemnification of directors, officers and employees of
Delaware corporations. Article VII of the Company's by-laws (i)
grants indemnification of directors and officers (the
"Indemnitees") under specified circumstances to the fullest extent
authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for
defending any proceedings related to the specified circumstances,
(iii) gives the Indemnitees the right to bring suit against the
Company to enforce the foregoing rights to indemnification and
advancement of expenses, and (iv) authorizes the Company to
maintain certain policies of insurance to protect itself and any of
its directors, officers or employees. The Company currently
maintains policies of insurance under which the directors and
officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, to
which they are parties by reason of being or having been such
directors or officers. Pursuant to the authority of Section
102(b)(7) of the General Corporation Law of Delaware the Company's
certificate of incorporation contains a provision which eliminates
the personal liability of a director of the Company for monetary
damages for breach of fiduciary duty as a director, except to the
extent limited by such statutory provision.
.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the
Exhibit Index elsewhere herein.
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, represent a fundamental change in the
information set forth in the 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 registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the 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 the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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 persons 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.
EXHIBIT INDEX
Filing Method
4. Copy of the Richardson Electronics, Ltd. E
1996 Stock Option Plan for Non-Employee Directors
5. Opinion of William G. Seils E
21. List of Subsidiaries E
23. Consent of Ernst & Young LLP E
Consent of William G. Seils
(contained in Exhibit 5)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of LaFox and the State of Illinois on the 23rd day of May, 1996.
RICHARDSON ELECTRONICS, LTD.
By: /s/ Edward J. Richardson
Edward J. Richardson
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
By his signature, each of the following persons constitutes
and appoints each of Edward J. Richardson and William G. Seils as
his true and lawful attorney-in-fact and agent, 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 documents
which said attorney-in-fact and agent may deem necessary or
advisable to enable Richardson Electronics, Ltd. to comply with the
Securities Act of 1933, as amended, and the rules, regulations and
requirements of the Securities Exchange Commission in connection
with the registration under said Act of Shares of Common Stock,
$.05 par value, to be offered or sold by said corporation pursuant
to its 1996 Stock Option Plan for Non-Employee Directors, including
but not limited to a Registration Statement and any and all
amendments including post-effective amendments to such 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 attorney-in-fact and agent
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 attorney-in-fact
and agent, or his substitutes, may lawfully do or cause to
be done by virtue thereof.
Signature Title Date
Chairman of the Board,
President, Chief
/s/ Edward J. Richardson Executive Officer and
Edward J. Richardson Director (Principal
Executive Officer) May 23, 1996
Vice President and
Chief Financial Officer
And Director
/s/ William J. Garry (Principal Financial and
William J. Garry Accounting Officer) May 23, 1996
/s/ Dennis R. Gandy
Dennis R. Gandy Director May 23, 1996
/s/ Joel Levine
Joel Levine Director May 23, 1996
/s/ Arnold R. Allen
Arnold R. Allen Director May 23, 1996
/s/ Scott Hodes
Scott Hodes Director May 23, 1996
/s/ Samuel Rubinovitz
Samuel Rubinovitz Director May 23, 1996
/s/ Kenneth J. Douglas
Kenneth J. Douglas Director May 23, 1996
/s/ Jacques Bouyer
Jacques Bouyer Director May 23, 1996
/s/ Harold L. Purkey
Harold L. Purkey Director May 23, 1996
/s/ Ad Ketelaars
Ad Ketelaars Director May 23, 1996
RICHARDSON ELECTRONICS, LTD.
1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of the 1996 Stock Option Plan for Non-Employee
Directors (the "Plan") of Richardson Electronics, Ltd. (the
"Company") is to promote the long-term interests of the Company by
attracting and retaining qualified and experienced persons for
service as non-employee directors of the Company and by providing
additional incentive for such directors to work for the success and
growth of the Company.
2. Definitions
When used herein, the following terms shall have the meaning set
forth below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Change in Control" means the earliest of:
(a) The acquisition after August 1, 1989 of beneficial
ownership, as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, by any entity,
person, or group, of shares of the outstanding capital stock
of the Company entitled to vote for the election of directors
("voting stock") representing more than 50% of the aggregate
votes entitled to be cast in the election of directors;
(b) The commencement by any entity, person, or group (other
than the Company or a Subsidiary or Edward J. Richardson) of
a tender offer or an exchange offer for shares of the
outstanding voting stock of the Company representing more than
50% of the aggregate votes entitled to be cast in the election
of directors.
(c) The effective time of (i) a merger or consolidation of
the Company with one or more other corporations as a result of
which the holders of the outstanding voting stock of the
Company immediately prior to such merger or consolidation
(other than those who are affiliates of any such other
corporation) hold less than 50% of the voting stock of the
surviving or resulting corporation, or (ii) a transfer of
substantially all of the property of the Company other than to
an entity of which the Company owns at least 50% of the voting
stock; or
(d) The election to the Board, without the recommendation or
approval of the incumbent Board, of the lesser of (i) three
directors or (ii) directors constituting a majority of the
number of directors of the Company then in office.
2.3 "Code" means the Internal Revenue Code of 1986, as
amended, in effect at the time of reference, or any successor
revenue code which may hereafter be adopted in lieu thereof, and
references to the specific provisions of the Code shall refer to
the corresponding provisions of the Code as it may hereafter be
amended or replaced.
2.4 "Company" means Richardson Electronics, Ltd., a Delaware
corporation.
2.5 "Disability" means the disability of an individual within
the meaning of Section 105(d)(4) of the Code.
2.6 "Fair Market Value" means, with respect to the Company's
Shares, the last sale price of the Shares on the date on which the
value is to be determined, as reported by NASDAQ National Market
System or such other source of quotations for or reports of trading
activity in Shares as the Board may from time to time select. If
no trades in Shares occurred on the relevant date, the mean between
the closing bid and asked quotations for Shares as reflected by
NASDAQ National Market System or such other source of quotations at
the close of the market on such date shall be deemed to be the fair
market value; provided, however, that if no sales or quotations are
reported on the relevant date, then Fair Market Value determined as
provided above on the next succeeding day or which a sale or
quotation is reported shall be deemed to be the fair market value
on the relevant date.
2.7 "Non-Employee Director" means a director of the Company
who is not an officer or employee of the Company or any of its
Subsidiaries and who has not been an officer (other than a
Director) or employee of the Company or any of its Subsidiaries for
a period of at least one year prior to the date of election for the
first time as a director of the Company. A "Non-Employee Director"
may include any director of the Company who also serves as a
consultant to the Company or any of its Subsidiaries.
2.8 "Non-Qualified Stock Option" means an option not entitled
to special tax treatment under Section 422A of the Code.
2.9 "Option" means an option to purchase Shares granted under
this Plan whether under 6.2 or 6.3. "First Option" means an Option
granted under 6.2 and "Additional Option" means an Option granted
under 6.3.
2.10 "Optionee" means a person to whom an Option is granted.
2.11 "Plan" means the Company's 1996 Stock Option Plan for
Non-Employee Directors contained herein, and as it may be amended
from time to time.
2.12 "Retirement" means the voluntary retirement of a
Non-Employee Director of the Company at or after age 70 with not
less than ten (10) consecutive years of service as a director of
the Company.
2.13 "Shares" means the shares of the Company's Common Stock
$.05 par value.
2.14 "Subsidiary" means any corporation that at the time
qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 425(f) of the Code.
3. Administration of the Plan
The Plan shall be administered by the Board. The Board shall have
the sole responsibility for construing and interpreting the Plan,
for establishing and amending such rules and regulations as it
deems necessary or desirable for the proper administration of the
Plan, and for resolving all questions arising under the Plan.
Any decision or action taken by the Board arising out of or in
connection with the construction, administration, interpretation
and effect of the Plan and of its rules and regulations shall, to
the extent permitted by law, be within its absolute discretion,
except as otherwise specifically provided herein, and shall be
conclusive and binding upon all Optionees and any other person,
whether that person is claiming under or through any Optionee or
otherwise. No member of the Board shall be liable for any action
taken or determination made in good faith with respect to the Plan.
4. Eligibility
All Non-Employee Directors of the Company shall be eligible to
participate in the Plan.
5. Shares Subject to the Plan
The total number of Shares which are available for granting options
under the Plan shall be 300,000 (subject to adjustment as provided
in this Section 5 and in Section 12) and such number of Shares are
reserved for issuance upon the exercise of Options. The Shares
issued upon exercise of an Option shall be made available, in the
discretion of the Board, either from authorized but unissued Shares
or from any outstanding Shares which have been reacquired by the
Company. In the event that any Option terminates for any reason,
without having been exercised in full, the unpurchased Shares
subject to that Option shall once again become available for the
granting of Options.
6. Granting of Options
6.1 All grants of Options under the Plan shall be automatic
and non-discretionary, and subject to the terms and conditions
provided in this Section 6 and elsewhere in the Plan. All Options
granted under the Plan shall be Non-Qualified Stock Options.
6.2 Subject to the provisions of the Plan, each Non-Employee
Director who is elected or appointed to the Board for the first
time after April 30, 1996 shall be granted a First Option to
purchase 25,000 Shares (subject to adjustment as provided in
Section 12) on the date such director first takes office.
6.3 Subject to the provisions of the Plan, each Non-Employee
Director who is in office on each April 30 hereafter which is on or
after the fifth anniversary or his or her election as a director of
the Company shall, on each such April 30, shall be granted an
Additional Option to purchase 5,000 Shares (subject to adjustment
as provided in Section 12).
6.4 The purchase price of each Share that may be purchased
upon exercise of an Option shall be the Fair Market Value of the
Share on the date the Option is granted.
6.5 Each First Option shall vest and be exercisable over a
five (5) year period from its respective date of grant. Twenty
percent (20%) of the total Shares covered by the First Option shall
become exercisable on the first anniversary of the date of grant of
the First Option and an additional twenty percent (20%) shall
become exercisable on each subsequent anniversary of the date of
grant of the First Option.
6.6 Each Additional Option shall be fully vested and
exercisable on the later of the date of approval of this Plan by the
stockholders of the Company or its grant date.
7. Termination of Directorship
7.1 The Option of any Optionee whose status as a director of
the Company shall terminate because of death or Disability may be
exercised, to the extent exercisable on the date of death or
Disability, at any time within one year after the date of such
termination or prior to the date on which the Option expires by its
terms, whichever is earlier. Any such exercise shall be made (i)
in the case of the death of the Optionee, by the executor or
administrator of the estate of the deceased Optionee or person or
persons to whom the deceased Optionee's rights under the option
shall pass by will or by the laws of descent and distribution, and
(ii) in the case of the Disability of the Optionee, by the Optionee
or by the Optionee's guardian or legal representative.
7.2 The Option of any Optionee whose status as a director
shall terminate because of Retirement, or removal from the Board
within one year after a Change of Control, shall become fully
exercisable with respect to all Shares covered thereby and not
previously purchased upon exercise of the Option, and shall remain
fully exercisable until the Option expires by its terms.
7.3 The Option of any Optionee whose status as a director
shall terminate for any reason other than as specific in Sections
7.1 and 7.2 herein may be exercised, to the extent exercisable on
the date of such termination, within three months after the date of
such termination or prior to the date on which the Option expires
by its terms, whichever is earlier.
7.4 In the event of the death or Disability of an Optionee
during the period after a termination of his directorship but prior
to the expiration of the right to exercise the Option in a
situation governed by Section 7.2 or 7.3, or in the event of an
Optionee's death after becoming Disabled but prior to the
expiration of the right to exercise the Option in a situation
governed by Section 7.1, then in such event, (i) in the case of
death of the Optionee the executor or administrator of the estate
of the deceased Optionee, or person or persons to whom the
Optionee's rights under the Option shall pass by will or the laws
of descent and distribution, and (ii) in the case of Disability of
the Optionee, by Optionee or the Optionee's legal guardian or legal
representative, shall have the right to exercise the Option before
the date that the right to exercise the Option would otherwise have
expired, but only as to the number of Shares as to which such
Option was exercisable on the date of death or Disability.
In any such event, unless so exercised within the period as
aforesaid the Option shall terminate at the expiration of the said
period.
8. Non-Transferability of Options
Each Option granted under the Plan shall not be transferable
otherwise than by will or by the laws of descent and distribution,
and shall be exercised during the lifetime of the Optionee only by
the Optionee or by the Optionee's guardian or legal representative.
9. Terms of Options
Options shall expire ten (10) years and one month from the date of
the granting thereof, but shall be subject to earlier termination
as provided in Section 7. Options shall be evidenced by written
agreements containing such terms and conditions, consistent with
the provisions of this Plan. Each agreement shall comply with and
shall be subject to the terms and conditions of the Plan and shall
conclusively evidence, by the Non-Employee Director's signature
thereon, that it is the intent of the Non-Employee Director to
continue to serve as a director of the Company for the remainder of
his or her term during which the Option was granted.
10. Exercise of Options
An Option may be exercised by delivery of a written notice signed
by the person (or persons) exercising the Option (and in the event
the Option is being exercised by any person other than the
Optionee, shall be accompanied by proof, satisfactory to counsel
for the Company, of the rights of such person to exercise the
Option), specifying the number of Shares with respect to which the
Option is being exercised, accompanied by payment in full of the
purchase price of any Shares to be purchased (in the form of a
cashier's or certified check). No Shares shall be issued upon
exercise of an Option until full payment has been made therefor.
Shares issued upon exercise of an Option shall be issued only in
the name of the Optionee or in the event of his or her death his or
her estate or the person or persons to whom the Optionee's rights
pass. The date of exercise of an Option shall be the date the
Notice shall have been delivered to the Secretary of the Company
together with payment of the exercise price for the Shares being
purchased, but the exercise of an Option shall not be effective
until the person (or persons) exercising the Option shall have
complied with all the provisions of the Option Agreement governing
the exercise of the Option and with all applicable securities, tax
and other laws. The Company shall deliver certificates for the
Shares for which the Option is exercised as soon as practicable
after receipt of the Notice and the Payment. An Option may not be
exercised for fewer than one hundred (100) Shares at any one time
unless the number purchased is the total number of Shares for which
the Option may be exercised at that time.
11. Listing and Registration of Shares; Contracts
The obligation of the Company to sell and deliver the Shares
pursuant to the exercise of Options granted under this Plan shall
be subject to all applicable laws, regulations, rules and
approvals.
Each Option shall be subject to the requirement that, if at any
time the Board shall determine, in its discretion, that the
listing, registration or qualification of the Shares covered
thereby upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of
Shares thereunder, such Option may not be exercised in whole or in
part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board. Notwithstanding the
foregoing, the Company shall have no obligation to cause any Shares
to be registered or qualified under any federal or state law or
listed on any stock exchange or admitted to any national market
system or included in any interdealer quotation system. Each
Option shall also be subject to the condition that the Company
shall not be obligated to issue or transfer its Shares to the
Optionee thereof on its exercise, if the Board determines that such
issuance or transfer would violate any covenant in any loan
agreement or other contract to which the Company is a party.
12. Adjustment for Changes in Capitalization
12.1 If there is any change in the number of Shares through
the declaration of stock dividends or through a recapitalization
which results in stock splits or reverse stock splits, the Board
shall make corresponding adjustments to the number of Shares
available for Options, the number of Shares covered by Options to
be granted, the number of Shares covered by outstanding Options,
and the price per Share of such outstanding Options in order to
appropriately reflect any increase or decrease in the number of
issued Shares; provided, however, that any fractional Shares
resulting from such adjustment shall be eliminated. Any
determination made by the Board relating to such adjustments shall
be final, binding, and conclusive.
12.2 In the event of a change in the Shares, as constituted as
of the date of this Plan, which is limited to a change of all of
its authorized Shares with par value into the same number of shares
of Common Stock with a different par value or without par value,
the shares of Common Stock resulting from any such change shall be
deemed to be the Shares within the meaning of the Plan.
12.3 If changes in capitalization other than those considered
above shall occur, the Board may make such adjustment in the number
of class of shares as to which Options may thereafter be granted,
and in the number and class of shares remaining subject to Options
then outstanding and the price per Share of such Options as the
Board in its discretion may consider appropriate, and all such
adjustments, if any, shall be conclusive upon all persons.
12.4 Except as hereinbefore expressly provided in this Section
12, an Optionee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number
of shares of stock of any class or by reason of any dissolution,
liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of
shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by
reason thereof shall be made with respect to the number or price of
Shares subject to the Option. The grant of an Option shall not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structures or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all or part of its business
or assets.
13. Taxes
The Company shall make such provisions in the written option
agreements as it shall deem necessary or desirable to pay or
withhold the amount of any tax attributable to any amounts payable
under any option.
14. Limitation of Rights
14.1 Neither the Plan, nor the granting of an Option nor any
other action taken pursuant to the Plan, shall constitute or be
evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time, or
at any particular rate of compensation.
14.2 An Optionee shall have no rights as a stockholder with
respect to the Shares covered by options until the date of the
issuance of a stock certificate upon exercise thereof, and no
provision will be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.
15. Other Actions
Nothing in the Plan shall be construed to limit the authority of
the Company to exercise its corporate rights and powers, including,
by way of illustration and not by way of limitation, the right to
grant options for proper corporate purposes otherwise than under
the Plan to any employee or any other person, firm, corporation,
association or other entity, or to grant options to, or assume
options of, any person in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of all or any
part of the business and assets of any person, firm, corporation,
association or other entity.
16. Effective Date of the Plan
The Plan shall become effective on April 11, 1996, subject to
approval by the Company's stockholders at the 1996 Annual Meeting
of Stockholders or any adjournment thereof or at a Special Meeting
of Stockholders. Options granted hereunder shall not be
exercisable prior to such stockholder approval. Unless earlier
terminated by the Board, the Plan shall terminate on June 1, 2006.
No Option shall be granted under the Plan after such date.
Termination of the Plan, however, shall not affect the rights of
Optionees under Options previously granted to them, and all
unexpired Options shall continue in force and operation after
termination of the Plan until they lapse, expire or terminate as
provided herein.
17. Termination and Amendment of the Plan
The Board may at any time terminate, suspend or amend the Plan,
except that the Board shall not, without the approval of the
Company's stockholders, effect any change (other than through
adjustment for changes as provided in Section 12 above or except to
conform the Plan and the offerings thereunder to changes in the
Code or governing law) which:
17.1 increases the aggregate number of Shares for which
Options may be granted;
17.2 materially modifies the requirements as to eligibility
for participation in the Plan;
17.3 lengthens the maximum period during which an Option may
be exercised; or
17.4 extends the period of time during which Options may be
granted.
17.5 reduces the purchase price of Shares from that provided
in 6.3 above.
No termination or amendment of the Plan shall adversely affect any
right acquired by any Optionee under an option granted before the
date of such termination or amendment, unless such Optionee shall
consent; but it shall be conclusively presumed that any adjustment
for changes as provided in Section 12 above does not adversely
affect any such right.
18. Application of Funds
Any proceeds received by the Company as a result of the exercise of
Options granted under the Plan may be used for any valid corporate
purpose.
May 24, 1996
The Board of Directors of
Richardson Electronics, Ltd.
40W267 Keslinger Road
LaFox, IL 60147
Gentlemen:
This opinion is delivered to you in connection with the registra-
tion statement ("Registration Statement") on Form S-8 being filed
by you ("Company") with the Securities and Exchange Commission on
May 24, 1996 relating to the registration for sale and issuance by
the Company, pursuant to the Securities Act of 1933, as amended, of
300,000 shares of the Common Stock, par value $05 per share, of the
Company, upon exercise of options to be issued pursuant to the
Richardson Electronics, Ltd. 1996 Stock Option Plan for Non-Employee
Directors (the "Plan").
I have examined the Company's restated certificate of incorporation
and by-laws, as amended, the registration statement, the Plan, the
records of corporate proceedings adopting the Plan and such other
instruments and documents as I deemed material to this opinion.
Based upon the foregoing examination, I am of the opinion, subject
to approval of the Plan by the stockholders of the Company at the
Annual Meeting scheduled to be held on October 1, 1996, that up to
300,000 shares of Common Stock, $.05 par value of the Company, when
sold and issued upon exercise of options in accordance with their
terms and the terms and provisions of the Plan, will be legally
issued, fully paid and non-assessable.
I hereby consent to the reference to me under the caption "Interest
of Named Experts and Counsel" in the registration statement and to
the filing of this opinion as an exhibit to the registration
statement.
Very truly yours,
/s/ William G. Seils
William G. Seils
Exhibit 21
SUBSIDIARIES
OF
RICHARDSON ELECTRONICS, LTD.
Richardson Electronics Canada, Ltd. Canada
Richardson Electronics (Europe) Ltd. United Kingdom
RESA, SNC France
Richardson France SNC France
Richardson Electronics Italy SRL Italy
Richardson Electronics Iberica, S.A. Spain
Richardson Electronics GmbH Germany
Richardson Electronics Japan K.K. Japan
Richardson Electronics Pte Ltd. Singapore
Richardson Electronics S.A. de C.V. Mexico
Richardson Electronics Benelux B.V. The Netherlands
Richardson Electronics do Brasil Ltda. Brasil
Richardson Electronics Pty Limited Australia
Tubemaster, Inc. United States
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Richardson Electronics, Ltd. 1996 Stock Option
Plan for Non-Employee Directors of our report dated July 12, 1995, with
respect to the consolidated financial statements and schedule of
Richardson Electronics, Ltd. included or incorporated by reference in its
Annual Report on form 10-K for the year ended May 31, 1995.
Ernst & Young LLP
May 23, 1996
