As filed with the
Securities and Exchange
Commission on
April 26, 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.
EMPLOYEES' 1996 STOCK PURCHASE PLAN
(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 in accordance with the Plan.
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) Shares(2) Price Fee
Common Stock 150,000 $10.75 $1,612,500 $556.04
$.05 Par Value Shares
(1) The registration statement also includes an indeterminable
number of additional shares of Common Stock that may become
issuable 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 April 22, 1996.
Exhibit Index on page 6
<PAGE>
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
Employees' 1996 Stock Purchase Plan
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)
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 26th day of April, 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 Employees' 1996 Stock Purchase Plan, 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) April 26, 1996
Vice President and
Chief Financial Officer
And Director
/s/ William J. Garry (Principal Financial and
William J. Garry Accounting Officer) April 26, 1996
/s/ Dennis R. Gandy
Dennis R. Gandy Director April 26, 1996
/s/ Joel Levine
Joel Levine Director April 26, 1996
/s/ Arnold R. Allen
Arnold R. Allen Director April 26, 1996
/s/ Scott Hodes
Scott Hodes Director April 26, 1996
/s/ Samuel Rubinovitz
Samuel Rubinovitz Director April 26, 1996
/s/ Kenneth J. Douglas
Kenneth J. Douglas Director April 26, 1996
/s/ Jacques Bouyer
Jacques Bouyer Director April 26, 1996
/s/ Harold L. Purkey
Harold L. Purkey Director April 26, 1996
____________________
Ad Ketelaars Director April __, 1996
Exhibit 4
RICHARDSON ELECTRONICS, LTD.
EMPLOYEES 1996 STOCK PURCHASE PLAN
Richardson Electronics, Ltd. (the "Company") hereby establishes the
Richardson Electronics, Ltd. Employees 1996 Stock Purchase Plan (the "Plan"),
an employee stock purchase plan as defined in Section 423(b) of the Internal
Revenue Code of 1954.
Article I
Purpose
The purpose of the Plan is to provide Employees with an opportunity to
acquire a proprietary interest in the Company through the exercise of options
to purchase shares of the Common stock of the Company. It is the judgment of
the Board that the acquisition of a proprietary interest in the Company by
its Employees will increase their personal interest in its growth and
progress and encourage them to remain in the Company's employ, thereby
promoting the interests of the Company and all its stockholders. The
Company intends that the Plan shall qualify as an "employee stock
purchase plan" within the meaning of Section 423(b) of the Code.
Article II
Definitions
The following words and terms, as used in the Plan, shall have the
respective meanings hereinafter set forth unless a different meaning is
clearly required by the context. Whenever appropriate, words used in the
singular shall be deemed to include the plural, and the masculine
gender shall be deemed to include the feminine gender.
2.1 Board. The Board of Directors of the Company.
2.2 Code. The Internal Revenue Code of 1954, as now in effect or as
hereafter amended.
2.3 Committee. The Compensation/Stock Option Committee or such other
committee appointed by the Board in accordance with the provisions of Article
IV to administer the Plan.
2.4 Common Stock. The common stock, $.05 per share par value, of the
Company.
2.5 Company. Richardson Electronics, Ltd., a corporation organized and
existing under the laws of the State of Delaware, and any successor to it.
2.6 Employee. Any individual employed by and receiving compensation from
the Company or a Related Company.
2.7 Exercise Date. The last business day prior to the expiration of the
term of an Option, or, if an Option expires on a pay day, the day of
expiration of the term of such Option.
2.8 Grant Date. The date on which the Company makes an Offering under
the Plan.
2.9 Offering. A grant of Options under the Plan to all Participants.
2.10 Option. An option to purchase shares of the Common Stock granted
by the Company pursuant to an Offering under the Plan.
2.11 Option Price. The purchase price of the Common Stock subject to an
Option, as set forth in Article XII.
2.12 Optionee. A Participant who elects to participate in an Offering
under the Plan in accordance with the provisions of Article VII.
2.13 Participant. An Employee who satisfies the eligibility requirements
set forth in Article V.
2.14 Plan. The Richardson Electronics, Ltd. Employees 1996 Stock
Purchase Plan, as set forth herein, as may be amended from time to time
hereafter.
2.15 Related Company. As of any Grant Date, the term "Related Company"
shall include all "parents" and "subsidiaries" (as hereinafter defined) of
the Company. A "parent" shall be any corporation that owns stock
possessing at least 50% of the total combined voting power of all stock
of the Company or of another parent. A "subsidiary" shall be any corporation
if stock possessing at least 50% of the total combined voting power of all
stock of such corporation is owned by the Company or by another subsidiary.
Article III
Shares Subject to Plan
3.1 The total number of shares of the Common Stock which are available
for purchase upon the exercise of Options under the Plan shall be One Hundred
Fifty Thousand (150,000) shares, subject to appropriate adjustment as
provided in Article XIX.
3.2 The shares of the Common Stock issued to an Optionee upon the
exercise of an Option shall be made available, in the discretion of the
Board, either from the authorized but unissued Common Stock or from any
Common Stock reacquired by the Company, including Common Stock purchased in
the open market by the Company.
3.3 If an Offering shall terminate and all shares of the Common Stock
available for purchase thereunder are not purchased by the Optionees, the
unpurchased shares of the Common Stock subject to the Offering shall become
available for the granting of Options in other Offerings.
3.4 Anything to the contrary notwithstanding, if at any time during the
term of the Plan the available shares of the Common Stock in connection with
any Offering are oversubscribed for by the Optionees, the Committee may, in
its sole discretion, either:
(a) increase the number of shares of the Common Stock in the
Offering, provided that the Committee shall not have the authority to
increase the total number of shares of the Common Stock which are available
for purchase under the Plan, as set forth in Section 3.1 above, or the
maximum number of shares of Common Stock which an Optionee may purchase in
the Offering, as set forth in Sections 10.1 and 10.2 below; or
(b) make a pro rata allocation of the available shares of the
Common Stock allocated to such Offering in as nearly a uniform manner as
shall be practicable and as it shall determine to be equitable.
3.5 In the event that the Committee elects to make a pro rata allocation
(as described in Section 3.4(b) above), the payroll deductions elected by the
Optionees shall be appropriately reduced to properly effectuate such allocation
and the Committee shall give written notice of such reduction to each Optionee.
Article IV
Administration
4.1 The authority to control and manage the operations and
administration of the Plan shall be vested exclusively in the Committee.
4.2 The Committee shall be appointed by the Board and shall consist of
not fewer than two (2) members of the Board. In the event of any vacancy in
the membership of the Committee, a successor member shall be appointed by
the Board to fill such vacancy as promptly as practical.
4.3 The Committee shall fix the Grant Dates and shall give written
notice to the Participants of each Offering, specifying the number of
shares of the Common Stock available for purchase in such Offering.
4.4 TheCommittee shall be authorized to interpret the Plan and may from
time to time adopt such rules and regulations for carrying out the purpose of
the Plan as it deems appropriate in its sole discretion. Any such
interpretations shall be final and binding unless otherwise determined
by the Board.
4.5 No member of the Committee or the Board shall be liable for any
action or determination made in good faith with respect to the Plan.
4.6 The Committee may in its discretion from time to time determine the
method and timing of fixing the applicable exchange rates for Optionees whose
compensation is not paid in United States currency.
Article V
Eligibility
5.1 Each Employee who is employed by the Company or a Related Company
who the Committee has designated as a Related Company whose employees may
participate shall be eligible to participate in, and be granted an Option
under, the Plan. For purposes of this Plan, an Employee shall not include
any individual whose customary employment with the Company or a Related
Company is for twenty (20) hours or less per week or is for not more than
five (5) months in any calendar year.
5.2 Anything to the contrary notwithstanding, no Employee may
participate in, and be granted an Option under, the Plan if, immediately
after the Option is granted, such Employee would own stock possessing 5% or
more of the total voting power of all classes of stock of the Company or of
any Related Company. For purposes of determining the ownership of the
Common Stock by an Employee, the stock attribution rules of Section 425(d)
of the Code shall apply and the maximum number of shares of the Common
Stock which the Employee could purchase under such Option pursuant to
Section 10.1, and the maximum number of shares of stock which the Employee
could purchase under all other outstanding options (whether or not issued
under this Plan) granted by the Company or by any Related Company, shall be
treated as then owned by such Employee.
Article VI
Common Stock Offerings
6.1 The Committee shall, from time to time, fix a Grant Date on which
the Company shall grant Options to purchase such aggregate number of shares
of the Common Stock as the Company, in its sole discretion, shall determine.
The Committee shall, at least thirty (30) days prior to any Grant Date fixed
by it, give written notice of the Offering to all Participants.
6.2 No Grant Date shall precede or coincide with the Expiration Date of
a previously granted Option.
Article VII
Participation in Plan
7.1 Participants may become Optionees by completing and delivering to
the Personnel Department of the Company such election and other forms as may
be required by the Committee, including a payroll deduction form, no later
than ten (10) days prior to a Grant Date or such earlier date as the Committee
may require in its written notice of the Offering. Such payroll deduction
form shall become effective as of the Grant Date. An Optionee may not have
more than one payroll deduction form in effect simultaneously.
7.2 Payroll deductions for an Optionee shall commence on the first pay
day on or after the Grant Date and shall end on the last pay day prior to
the expiration of the Option (as set forth in Article XI below) or, if the
Option expires on a pay day, on that day, unless sooner terminated by the
Optionee as provided in Article XV below.
Article VIII
Payroll Deductions
8.1 Each payroll deduction form delivered by an Optionee shall (a) state
the percentage of the Optionee's base compensation which shall be deducted
from his regular paycheck on each pay day during the term of the Option, (b)
authorize the purchase of shares of the Common Stock for the Optionee on the
Exercise Date and (c) specify the exact name (or names, subject to Section 16.3
below) in which the shares of the Common Stock purchased for the Optionee are
to be issued by the Company.
8.2 An Optionee may authorize payroll deductions in any full percentage
of his base compensation (before withholding and any other deductions), up to
but not more than ten percent (10%), in effect on the Grant Date; provided,
however, that for purposes of determining base compensation hereunder, an
Optionee's annual base compensation in excess of Two Hundred Fifty Thousand
Dollars ($250,000) shall be excluded. Notwithstanding the preceding, if
amounts withheld are in excess of the amount necessary to acquire the
maximum number of shares of Common Stock set forth in Section 10.1 or 10.2,
no further amounts shall be withheld, and any excess shall be refunded to
such Optionee.
8.3 An Optionee shall not be entitled to increase or decrease the amount
of his payroll deduction during the term of an Option.
8.4 Whenever an adjustment in an Optionee's base compensation occurs
during the term of an Option, the amount of such Optionee's payroll
deduction shall be automatically adjusted to reflect such change, unless the
Optionee indicates otherwise. Notwithstanding the preceding sentence, if
increases in an Optionee's base compensation during the term of an Option
would result in amounts being withheld in excess of the amount necessary to
acquire the maximum number of shares of Common Stock set forth in Section
10.1 or 10.2, no further amounts shall be withheld, and any excess shall be
refunded to such Optionee.
8.5 All payroll deductions made on behalf of an optionee shall be
credited to his separate account maintained under the Plan, as set forth in
Article XVIII below.
8.6 An Optionee may discontinue his participation in an Offering as
provided in Article XV below, but no other change can be made by the
Optionee during the term of an Option.
Article IX
Conditions to Options
All Options granted in an Offering under this Plan shall be evidenced by
agreements in such form as the Committee shall from time to time recommend
and the Board shall approve; provided, however, that all Optionees shall
have the same rights and privileges (except in connection with the
number of shares of the Common Stock which may be purchased by an Optionee
on the basis of his annual base compensation).
Article X
Granting of Options
10.1 As of each Grant Date, the Optionees shall be granted Options for as
many full shares of the Common Stock as they shall be able to purchase with the
amount of payroll deductions previously authorized by them and credited to
their respective separate accounts during the term of the Option; provided,
however, that the maximum number of full shares of Common Stock which
may be purchased by an Optionee under the Option granted on any Grant Date
shall not exceed the amount which could be purchased by the amount of
payroll deductions authorized by such Optionee if his base compensation
during the period of the Option were equal to 150% of the amount of his
base compensation on such Grant Date. The Committee may set a different
uniform percentage of base compensation for any Offering by written notice
included in the notice specified in Section 6.1, but may not thereafter
alter such percentage for such Offering.
10.2 Anything to the contrary notwithstanding, no Optionee shall be
granted an Option which would permit his right to purchase shares of the
Common Stock or any other class of stock under the Plan or any other
employee stock purchase plan (as defined in Section 423(b) of the Code)
maintained by the Company or by a Related Company to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such
stock (determined on the Grant Date) for each calendar year in which such
Option is outstanding. For purposes of this Section 10.2, (a) the
right to purchase stock under an option accrues when the option (or any
portion thereof) first becomes exercisable during the calendar year, (b)
the right to purchase stock under an option accrues at the rate provided in
the option but in no case may such rate exceed Twenty-Five Thousand Dollars
($25,000) of fair market value of such stock (determined on the Grant Date)
for any one calendar year, and (c) a right to purchase Common Stock which
has accrued under an Option granted pursuant to the Plan may not be carried
over to any other Option.
Article XI
Term of Options
The term of each Option shall expire on the last business day of the
eleventh calendar month commencing after the calendar month which includes
the Grant Date.
Article XII
Option Price
The Option Price shall be equal to the lesser of:
(i) an amount equal to eighty-five percent (85%) of the Fair Market
Value (as that term is defined below) of the Common Stock at the time
such Option is granted; or
(ii) an amount equal to eighty-five percent (85%) of the Fair Market
Value of the Common Stock at the time of the exercise of the Option.
For purposes of this Article XII, the term "Fair Market Value" of the Common
Stock shall be defined as an amount equal to either (a) the mean of the
closing bid and asked quotations in the over-the-counter market on such date
(rounded up to the nearest cent), as reported by the National Association of
Securities Dealers Automated Quotation System, or (b) in the event the Common
Stock is listed on any exchange, the last sale price on such exchange on such
date or, if there are no sales on such date. the mean of the bid and asked
prices (founded up to the nearest cent) for the Common Stock on such
exchange at the close of business on such Date.
Article XIII
Exercise of Options
Unless an Optionee gives written notice of termination to the Company as
provided in Article XV below, Options shall be exercised automatically for him
on the Exercise Date for the purchase of the number of full shares of the
Common Stock which the balance of the payroll deductions credited to such
optionee's separate account during the term of the Option, together with the
interest, if any, earned thereon, shall purchase at the Option Price.
Article XIV
Delivery of Certificates
The Company shall deliver to an Optionee certificates representing the
shares of the Common Stock purchased by him upon the exercise of an Option
as soon as practical after the end of an Offering. At the expiration of the
term of an Option the Company shall make a cash payment equal to the balance
of any payroll deductions previously credited to such Optionee's separate
account during the term of the Option and interest, if any, which have not
been used for the purchase of shares of the Common Stock.
Article XV
Termination of Options
15.1 An Optionee may terminate an Option by giving written notice of
termination to the Committee prior to the Exercise Date, in such manner as
the Committee may require. Such written notice shall terminate the
Optionee's participation in an Offering and his payroll deductions shall
terminate effective as of the end of the next pay period in the fiscal
quarter of the Company in which the written notice of termination is received
by the Committee. After the termination of an Option the Company shall make
a cash payment equal to the balance of any amount held in the Optionee's
separate account. An Optionee's termination of employment with the Company
or a Related Company for any reason (including death or disability) while an
Offering is outstanding shall be deemed the equivalent of the written notice
of termination described in Section 15.1 above and shall be effective as of
the date of the Optionee's termination of employment.
Article XVI
Rights as Stockholder
16.1 An Optionee shall not have any interest in shares of the Common Stock
subject to an Option until such Option is exercised by him.
16.2 An Optionee who has exercised an Option shall not be entitled to any
of the rights or privileges of a stockholder of the Company, including but not
limited to the right to vote the shares and the right to receive any dividends
which may be declared by the Company with respect to the shares, until such
time as stock certificates representing the shares are issued to him.
16.3 Certificates for shares of the Common Stock shall be issued to an
Optionee as soon as practical after the end of the Offering and, when issued,
shall be registered in the name of the Optionee or, if the Optionee so
directs in his payroll deduction form, in the names of the Optionee
and such other person as may be designated by the Optionee, as joint
tenants with right of survivorship, to the extent permitted by applicable law.
Article XVII
Non-Transferability of Options
An Optionee's rights with regard to the exercise of an Option are
exercisable only by him during his lifetime and such rights may not be
assigned, transferred, pledged or otherwise disposed of in any way by the
Optionee other than by his last will and testament or by the laws of descent
and distribution. Any such attempted assignment, transfer, pledge or other
disposition by the Optionee shall be without effect, except that the Company
may treat such act as an election to terminate an Option in accordance with
Article XV above.
Article XVIII
Accounts of Optionees
Payroll deductions received or held by the Company under this Plan shall
not be used by the Company for any corporate purpose and the Company shall
segregate such payroll deductions in separate accounts bearing interest.
On the Exercise Date, payroll deductions together with interest, if any,
earned thereon shall be withdrawn in accordance with Article XIII above.
Article XIX
Anti-Dilution
In the event that the number of outstanding shares of the Common Stock
shall be changed by reason of split-ups or combinations of shares or
recapitalizations or by reason of stock dividends, the number of shares of
the Common Stock subject to the Plan not yet granted as Options, the
number of shares of the Common Stock then subject to Options granted under
an Offering and the Option Price payable upon the exercise of an Option by
an Optionee shall be appropriately adjusted, as determined by the Board, so
as to give proper effect to such changes. Anything to the contrary
notwithstanding, no adjustment shall be made hereunder which would result in a
modification of the Options in a manner which would disqualify the Plan as an
"employee stock purchase plan" under the provisions of Section 423(b) of the
Code or which would cause the Options to be considered new options under
Section 425(b) of the Code.
Article XX
Amendment
20.1 The Company shall have the right at any time to amend the Plan by
action of its Board without obtaining the approval of the stockholders of
the Company. Any amendment to the Plan shall be set forth in writing.
20.2 Anything to the contrary notwithstanding, the Company shall not
amend the Plan without obtaining the approval of the stockholders of the
Company if such amendment:
(a) increases the number of shares of the Common Stock that are
reserved for issuance under the Plan;
(b) alters the classification of Employees eligible to be
Participants;
(c) increases the Option Price;
(d) impairs the rights of any Optionee without his consent; or
(e) would cause the Plan to fail to qualify as an "employee stock
purchase plan" as defined in Section 423(b) of the Code.
Article XXI
Termination
21.1 The Company shall have the right at any time to terminate the Plan
by action of its Board without obtaining the approval of the stockholders of
the Company.
21.2 Upon the termination of the Plan, shares of the Common Stock
purchased by Optionees shall be issued to them as if it were the end of an
Offering. Any termination of the Plan shall be effected so that the then
existing rights of all Optionees shall not be adversely affected.
Article XXII
Application of Funds
Any proceeds received by the Company from the sale of shares of Common
Stock may be used for any corporate purpose.
Article XXIII
Notice
Any notice to the Company required under this Plan shall be in writing and
shall either be delivered in person or sent by registered or certified mail,
return receipt requested, postage prepaid, to the Company at its offices at
40W267 Keslinger Road, LaFox, Illinois 60147, Attention: Compensation/Stock
Option Committee.
Article XXIV
Effective Date
The Plan is effective April 11, 1996. The Plan shall be submitted to the
stockholders for approval not later than April 10, 1997. If the Plan has not
been approved, it shall terminate on such date in accordance with Article XXI,
and all Options outstanding on such date shall be exercised as provided in
Section 21.2.
Exhibit 5
April 26, 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
April 26, 1996 relating to the registration for sale and issuance
by the Company, pursuant to the Securities Act of 1933, as amended,
of 150,000 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. Employees 1996 Stock Purchase Plan
(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
150,000 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. Employees' 1996
Stock Purchase Plan 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
April 23, 1996
