As filed with the
Securities and Exchange
Commission on
April 23, 1999
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,
P.O. Box 393
LaFox, Illinois 60147-0393
(Address of Principal Executive Offices) (Zip Code)
RICHARDSON ELECTRONICS, LTD.
EMPLOYEES' 1999 STOCK PURCHASE PLAN
(Full title of the plan)
William G. Seils,
Senior Vice President, Secretary and General Counsel
Richardson Electronics, Ltd.
40W267 Keslinger Road
P.O. Box 393
LaFox, Illinois 60147-0393
(Name and address of agent for service)
(630) 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 $5.55 $832,500 $245.59
$.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 19, 1999.
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,
1998;
(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, 1998; 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' 1999 Stock Purchase Plan
5. Opinion of William G. Seils E
23. Consent of Ernst & Young LLP E
Consent of William G. Seils
(contained in Exhibit 5)
24. Power of Attorney* E
*Power of Attorney is contained on signature pages.
<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 22nd day of April, 1999.
RICHARDSON ELECTRONICS, LTD.
By: /s/ Edward J. Richardson
Edward J. Richardson
Chairman of the Board,
Chief Executive Officer
And Director (Principal
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' 1999 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,
Chief Executive Officer
/s/ Edward J. Richardson and Director (Principal
Edward J. Richardson Executive Officer) April 22, 1999
/s/ Bruce W. Johnson President and Chief
Bruce W. Johnson Operating Officer and
Director April 20, 1999
Senior Vice President and
Chief Financial Officer
And Director
/s/ William J. Garry (Principal Financial and
William J. Garry Accounting Officer) April 20, 1999
/s/ Arnold R. Allen
Arnold R. Allen Director April 20, 1999
/s/ Scott Hodes
Scott Hodes Director April 22, 1999
/s/ Samuel Rubinovitz
Samuel Rubinovitz Director April 21, 1999
/s/ Kenneth J. Douglas
Kenneth J. Douglas Director April 20, 1999
/s/ Jacques Bouyer
Jacques Bouyer Director April 20, 1999
/s/ Harold L. Purkey
Harold L. Purkey Director April 20, 1999
/s/ Ad Ketelaars
Ad Ketelaars Director April 20, 1999
RICHARDSON ELECTRONICS, LTD.
EMPLOYEES 1999 STOCK PURCHASE PLAN
Richardson Electronics, Ltd. (the "Company") hereby
establishes the Richardson Electronics, Ltd. Employees 1999 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 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 1999
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. All
members of the Committee shall be persons who are "Non-Employee
Directors" as that term is defined by Rule 16b-3 of the Securities
and Exchange Commission as in effect and interpreted from time to
time. 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 The Committee 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 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 which have not been used for the
purchase of shares of the Common Stock.
Article XV
Termination of Options
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 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. On the Exercise Date, payroll deductions shall be
withdrawn in accordance with Article XIII above. No interest shall
be paid to an Optionee in connection with any payroll deductions
held in such separate accounts by the Company.
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,
P.O. Box 393, LaFox, Illinois 60147-0393, Attention: Stock Option
Committee.
Article XXIV
Effective Date
The Plan is effective April 13, 1999. The Plan shall be
submitted to the stockholders for approval not later than April 12,
2000. 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.
April 20, 1999
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
registration statement ("Registration Statement") on Form S-8 being
filed by you ("Company") with the Securities and Exchange
Commission on April 23, 1999 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 1999
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 12, 1999 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 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Richardson Electronics,
Ltd. Employees' 1999 Stock Purchase Plan, of our report dated July
14, 1998, with respect to the consolidated financial statements of
Richardson Electronics, Ltd. incorporated by reference in its
Annual Report on Form 10-K for the year ended May 31, 1998 and the
related financial statement schedule included therein, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
April 20, 1999
Chicago, Illinois
