<PAGE> 1
As filed with the Securities and Exchange Commission on May 1, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CADE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1371038
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5640 ENTERPRISE DRIVE, LANSING, MICHIGAN 48911
(Address of Principal Executive Offices) (Zip Code)
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1994 STOCK OPTION PLAN
MAY 3, 1994 NONSTATUTORY STOCK OPTION AGREEMENT FOR THE BENEFIT OF
TERRELL L. RUHLMAN
DECEMBER 30, 1994 NONSTATUTORY STOCK OPTION AGREEMENT FOR THE BENEFIT OF
RICHARD GRIBBINS
DECEMBER 31, 1995 NONSTATUTORY STOCK OPTION AGREEMENT FOR THE BENEFIT OF
RICHARD GRIBBINS
(Full title of the plans)
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TERRELL L. RUHLMAN Copy to:
Chairman of the Board CONRAD G. GOODKIND, ESQ.
5640 Enterprise Drive QUARLES & BRADY
Lansing, Michigan 48911 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Name and address of agent for service)
----------
(517) 394-1333
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE(3) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share 686,450 shares(1) (2) $593,451.20 $204.64
===================================================================================================================================
</TABLE>
(1) The Plans provide for the possible adjustment of the number, price and kind
of shares covered by options granted or to be granted in the event of certain
capital or other changes affecting the issuer's Common Stock. This Registration
Statement therefore covers, in addition to the above-stated shares, an
indeterminate number of shares that may become subject to the Plan by reason of
any such adjustment.
(2) Not less than 100% of fair market value at date of grant of options.
(3) Estimated solely for purpose of computing the registration fee pursuant to
Rule 457(h), based upon the exercise prices for the 486,450 shares underlying
outstanding options, and, as to the 200,000 remaining shares available,
$1.078125 per share of Cade Industries, Inc. Common Stock, which is the average
of the high and low sales prices of such stock on April 26, 1996 as reported on
the Nasdaq National Market.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The annual report of Cade Industries, Inc. (the "Company" or
"Cade") on Form 10-K for the year ended December 31, 1995,
filed pursuant to Section 13(a) of the Securities Exchange Act
of 1934 (the "1934 Act").
(b) Amendment No. 1 to the Company's annual report on Form 10-K/A,
for the year ended December 31, 1995, filed pursuant to Section
13(a) of the 1934 Act on April 29, 1996.
(c) Item 1 of the Company's Registration Statement on Form 8-A
dated June 11, 1984 filed pursuant to Section 12(g) of the 1934
Act, as amended by Form 8 dated November 15, 1990, relating to
the description of the Company's securities.
All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
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 hereof 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock registered hereunder will be
passed on for the registrant by Quarles & Brady, 411 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, counsel to the registrant. Conrad G. Goodkind, a
partner in Quarles & Brady, is a director and secretary of the registrant. As of
April 17, 1996, Quarles & Brady attorneys participating in the representation of
the registrant own or have the right to acquire approximately 298,000 shares of
the registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Cade is incorporated under the Wisconsin Business Corporation Law
("WBCL").
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<PAGE> 3
Under Section 180.0581(1) of the WBCL, Cade is required to indemnify a
director or officer, to the extent such person is successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if such person was a party because he or she was a director or
officer of Cade. In all other cases, Cade is required by Section 180.0581(2) to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was a director or officer of
Cade, unless it is determined that he or she breached or failed to perform a
duty owed to Cade and the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with Cade or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or no reasonable cause to believe
his or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858 provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Cade's Articles of Incorporation, Bylaws, any written agreement or a
resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0581 referred to above.
Article VIII of Cade's Bylaws provides that directors and officers
shall be indemnified against liability, in both derivative and nonderivative
proceedings, which they may incur in their capacities as such, subject to
certain determinations that the applicable standards of conduct have been met.
Under Section 180.0833 of the WBCL, directors of Cade against whom
claims are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they approved
are entitled to contribution from other directors who approved such actions and
from shareholders who knowingly accepted an improper dividend or distribution,
as provided therein.
ITEM 7. EXEMPTION FROM THE REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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;
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<PAGE> 4
(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 the 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous 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) Reference is made to the indemnification provisions referred to in
Item 6 of this Registration Statement.
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 person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such an issue.
-3-
<PAGE> 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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lansing, State of Michigan, on April 30, 1996.
CADE INDUSTRIES, INC.
By /s/ Terrell L. Ruhlman
-------------------------------
Terrell L. Ruhlman
Chairman of the Board of Directors
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terrell L. Ruhlman and Conrad G.
Goodkind, or either of them, his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead in any and all capacities, to sign any
and all amendments (including pre- and post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any state of the United States, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Molly F. Cade Director April 30, 1996
- ----------------------------- ----------------
Molly F. Cade
/s/ Conrad G. Goodkind Director April 30, 1996
- ----------------------------- ----------------
Conrad G. Goodkind
/s/ William T. Gross Director April 30, 1996
- ----------------------------- ----------------
William T. Gross
/s/ Richard A. Lund President, Chief April 30, 1996
- ----------------------------- ----------------
Richard A. Lund Operating Officer
and Director
/s/ Terrell L. Ruhlman Chairman of the Board April 30, 1996
- ----------------------------- ----------------
Terrell L. Ruhlman and Chief Executive Officer
(principal executive officer)
/s/ John W. Sandford Director April 30, 1996
- ----------------------------- ----------------
John W. Sandford
Director
- ----------------------------- ----------------
Steven M. Tadler
/s/ Edward B. Stephens Vice President, Treasurer April 30 1996
- ----------------------------- ---------------
Edward B. Stephens and Chief Financial Officer
(principal accounting officer)
</TABLE>
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<PAGE> 6
CADE INDUSTRIES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Incorporated Herein Filed
Number Description By Reference To Herewith
- ------ ----------- --------------- --------
<S> <C> <C>
4.1 Articles of Incorporation, Exhibit 4.1 to the Registrant's Form S-8
as amended Registration Statement dated November
10, 1990, Registration No. 33-37911
5.1 Opinion of Quarles & Brady X
23.1 Consent of Ernst & Young LLP X
23.2 Consent of Deloitte & Touche LLP X
23.3 Consent of Quarles & Brady Contained in
opinion filed as
Exhibit 5.1
24.1 Powers of Attorney Signatures page
to this Registra-
tion Statement
99.1 Cade Industries, Inc. Exhibit 10.13 to Registrant's Form 10-K
1994 Stock Option Plan for the year ended December 31, 1994
("1994 10-K")
99.2 May 3, 1994 Nonstatutory Exhibit 10.7 to Registrant's 1994 10-K
Stock Option Agreement for the
benefit of Terrell L. Ruhlman
99.3 December 30, 1994 Non- Exhibit 10.9 to Registrant's Form 10-K
statutory Stock Option for the year ended December 31, 1995
Agreement for the benefit
of Richard Gribbins
99.4 December 31, 1995 Non- X
statutory Stock Option
Agreement for the benefit
of Richard Gribbins
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
(Form S-8)
April 30, 1996
Cade Industries, Inc.
5640 Enterprise Drive
Lansing, Michigan 48911
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of Cade Industries, Inc. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to 686,450 shares of Common
Stock, $.001 par value, of the Company (the "Shares") pursuant to the 1994 Stock
Option Plan, the May 3, 1994 Nonstatutory Stock Option Agreement for the Benefit
of Terrell L. Ruhlman, the December 30, 1994 Nonstatutory Stock Option Agreement
for the Benefit of Richard Gribbins, and the December 31, 1995 Nonstatutory
Stock Option Agreement for the Benefit of Richard Gribbins (collectively, the
"Plans"). We have examined (i) the Registration Statement; (ii) the Company's
Articles of Incorporation and Bylaws; (iii) the minutes of corporate proceedings
regarding the issuance and sale of the Shares by the Company; and (iv) such
other documents and records as we have deemed necessary for purposes of
rendering this opinion.
For purposes of rendering this opinion, we have examined originals or
photocopies of the documents referred to above. In conducting such examination,
we have assumed the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
copies.
Based upon the foregoing, it is our opinion that the Shares, when
issued and paid for as contemplated by the Registration Statement and the Plans,
will be validly issued, fully paid and non-assessable by the Company, subject to
the personal liability imposed on the shareholders by Section 180.0622(2) of the
Wisconsin Business Corporation Law, as judicially interpreted, for debts owing
to employees for services performed. Although Section 180.0622(2) of the
Wisconsin Business Corporation Law provides that such personal liability of
shareholders shall be "to an amount equal to the par value of shares owned by
them respectively, and to the consideration for which their shares without par
value was issued," the Wisconsin Supreme Court, by a split decision without a
written opinion, has affirmed a judgment holding shareholders of a corporation
liable under Section 180.40(6) (the predecessor to Section 180.0622(2)) for
unpaid employee wages up to the consideration paid for their par value shares
rather than the shares' lower stated par value. Local 257 of Hotel and
Restaurant Employees and Bartenders International Union v. Wilson Street East
Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the
1983 decision of the Circuit Court for Dane County, Wisconsin in Case No.
82-CV-0023).
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY
<PAGE> 1
[LETTERHEAD OF ERNST & YOUNF LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 expected to be dated May 1, 1996 pertaining to the Cade Industries, Inc.
1994 Stock Option Plan, the May 3, 1994 Nonstatutory Stock Option Agreement for
the Benefit of Terrell L. Ruhlman, the December 30, 1994 Nonstatutory Stock
Option Agreement for the Benefit of Richard Gribbins, and the December 31, 1995
Nonstatutory Stock Option Agreement for the Benefit of Richard Gribbins and in
each related Prospectus, of our report dated February 13, 1995 with respect to
the consolidated financial statements and the financial statement schedule
listed in the Index at Item 14(a) included in the Annual Report on Form 10-K of
Cade Industries, Inc. for the year ended December 31, 1995.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Detroit, Michigan
April 30, 1996
Exhibit 23.1
Cade Industries, Inc.
Form S-8 Registration Statement
<PAGE> 1
EXHIBIT 23.2
(Form S-8)
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cade Industries, Inc. on Form S-8 of our report dated February 9, 1996,
appearing in the Annual Report to Shareholders and incorporated by reference in
the Form 10-K of Cade Industries, Inc. for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
April 30, 1996
Detroit, Michigan
________________
Deloitte Touche
Tohmatsu
International
________________
<PAGE> 1
EXHIBIT 99.4
(Form S-8)
CADE INDUSTRIES, INC.
STOCK OPTION AGREEMENT
Option granted on December 31, 1995, by Cade Industries, Inc., a
Wisconsin corporation (hereinafter called the "Company"), to Richard Gribbins
(hereinafter called the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company, desiring to provide
increased incentives for employees of the Company and any present or future
Subsidiary of the Company and desiring to facilitate the efforts of the Company
and its Subsidiaries to obtain and retain employees of outstanding ability, has
granted to Richard Gribbins an option to purchase Company stock on the terms
provided herein;
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares Optioned; Option Price. The Company grants to the
Optionee the right and option to purchase, on the terms and conditions hereof,
25,000 shares of the presently authorized Common Stock of the Company, $0.001
par value, at $0.625 per share.
2. Vesting. Options with respect to such shares shall vest immediately.
3. Termination of Employment or Service. If Optionee shall cease to be
employed by the Company or a Subsidiary because of a termination of his
employment by the Company, Optionee may, at any time within one year of such
termination, but in no event later than the date of expiration of this Option,
exercise this Option to the extent Optionee was entitled to do so on the date of
such termination. If Optionee shall cease to be employed by the Company or a
Subsidiary for a reason other than termination by the Company or death, Optionee
may, at any time within three (3) months of such termination of employment, but
in no event later than the date of expiration of this Option, exercise this
Option to the extent Optionee was entitled to do so on the date of such
termination. Any portion of this Option not so exercised shall terminate.
4. No Right to Continued Employment or Service. This Agreement does not
confer upon Optionee any right to continue in the employ or service of the
Company or a Subsidiary, nor does it impair any right the Company or any
Subsidiary may have to terminate Optionee's service or employment at any time.
5. Death of Optionee. If Optionee dies before exercise of this Option,
this Option shall be exercisable by the person or persons to whom the Option is
transferred by will or the laws of descent and distribution to the extent
Optionee would have been entitled to do so on the date of death at any time
within one year after the date of death, but not later than the expiration date
provided in paragraph 9. Any portion of this Option not so exercised shall
immediately expire.
6. Deferral of Exercise. Although the Company intends to exert its best
efforts so that the shares purchasable upon the exercise of this Option will be
registered under, or exempt from the registration requirements of, the federal
Securities Act of 1933 (the "Act") and any applicable state securities law at
the time this Option first becomes exercisable, if the exercise of this Option
would otherwise result in a violation by the Company of any provision of the Act
or of any state securities law, the Company may require that such exercise be
deferred until the Company has taken appropriate action to avoid any such
violation.
7. Method of Exercising Option. This Option shall be exercised by
delivering to the Company, at its principal executive office, a written notice
of the number of shares with respect to which the Option is at the time being
exercised and by paying the Company in full the option price of the shares being
acquired at the time.
8. Method of Payment. Payment shall be made either (i) in cash or (ii)
if permitted by the Committee, by delivering shares of the Company's Common
Stock which have been beneficially owned by the
<PAGE> 2
Optionee, the spouse of the Optionee, or both of them for a period of at least
six months prior to the time of exercise ("Delivered Stock") or (iii) if
permitted by the Committee, by delivering a combination of cash and Delivered
Stock. Payment in the form of Delivered stock shall be in the amount of the Fair
Market Value of the stock at the date of exercise, determined in accordance with
paragraph 11.
9. Expiration Date. This Option shall expire on December 31, 2000,
unless earlier terminated under paragraph 3 or 5 hereof.
10. Withholding Taxes. The Company may require, as a condition to the
exercise of this Option, that the Optionee concurrently pay to the Company any
taxes which the Company is required to withhold by reason of such exercise. In
lieu of part or all of any such payment, the Optionee may elect, if permitted by
the Committee, and subject to such rules and regulations as the Committee may
adopt from time to time, to have the Company withhold from the shares to be
issued upon exercise that number of shares having a Fair Market Value,
determined in accordance with paragraph 11, equal to the amount which the
Company is required to withhold.
11. Method of Valuation of Stock. The "Fair Market Value" of the Common
Stock of the Company on any date for the purpose of this Agreement is deemed to
be the average of the highest and lowest sale prices of the stock on such date
as reported by NASDAQ (the National Association of Securities Dealers, Inc.
Automated Quotation System). However, if at any time the Common Stock is listed
on any exchange, the "Fair Market Value" Shall be the average of the reported
highest and lowest prices at which shares are sold on such exchange. In the
absence of reported sales on NASDAQ or on such exchange on said date, the "Fair
Market Value" shall be the average of the last reported bid and asked quotations
for the shares on NASDAQ or such exchange.
12. No Rights in Shares Until Certificates Issued. Neither the Optionee
nor his heirs nor his personal representative shall have any of the rights or
privileges of a stockholder of the Company in respect of any of the shares
issuable upon the exercise of the option herein granted, unless and until
certificates representing such shares shall have been issued.
13. Option Not Transferable During Optionee's Lifetime. This Option
shall not be transferable by the Optionee other than by his will or by the laws
of descent and distribution and shall be exercisable during his lifetime only by
him.
14. Prohibition Against Pledge, Attachment, etc. Except as otherwise
herein provided, the Option herein granted and the rights and privileges
pertaining thereto shall not be transferred, assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise) and shall not be subject
to execution, attachment or similar process.
15. Changes in Stock. In the event there are any changes in the Common
Stock of the Company through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of
shares, rights offering or any other change affecting the Common Stock of the
Company, appropriate changes may be made by the Committee, in the aggregate
number of shares and the purchase price and kind of shares subject to this
Option, to prevent substantial dilution or enlargement of the rights granted to
or available for Optionee.
16. Dissolution or Merger. Anything contained herein to the contrary
notwithstanding, upon the dissolution or liquidation of the Company, or upon any
merger in which the Company is not the surviving corporation, at any time prior
to the expiration date or the termination of this Option, the Optionee shall
have the right within sixty (60) days prior to the effective date of such
dissolution, liquidation or merger, to surrender all or any unexercised portion
of this Option to the Company for cash, subject to the discretion of the
Committee as to the exact timing of said surrender, regardless of whether this
Option was then exercisable under the provisions of paragraph 2 hereof.
Notwithstanding the foregoing, however, in the event Optionee has retired,
Optionee's right to surrender all or any unexercised portion of this Option
under this paragraph shall be available only to the extent that at the time of
such retirement, Optionee would have been entitled to exercise this Option under
paragraph 2 hereof. The amount of cash to be paid to Optionee for the portion of
this Option so surrendered, shall be equal to the number of shares of Common
Stock subject to the surrendered Option multiplied by the difference between the
option price per share, as described in paragraph 1 hereof, and the Fair Market
Value per share, determined in accordance with paragraph 11 hereof, as of the
time of surrender.
<PAGE> 3
17. Notices. Any notice to be given to the Company under the terms of
this agreement shall be addressed to the Company in care of its Secretary, and
any notice to be given to the Optionee may be addressed to him at his address as
it appears on the Company's records, or at such other address as either party
may hereafter designate in writing to the other. Any such notice shall be deemed
to have been duly given if and when enclosed in a properly sealed envelope
addressed as aforesaid, and deposited, postage prepaid, in the United States
mails.
18. Provisions of Plan Controlling. This Option is subject in all
respects to the provisions of the Plan. In the event of any conflict between any
provisions of this Option and the provisions of the plan, the provisions of the
Plan shall control. Terms defined in the Plan where used herein shall have the
meanings as so defined. Optionee acknowledges receipt of a copy of the Plan.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed on its behalf by its President or Chairman and to be sealed with its
corporate seal, and attested by its Secretary and the Optionee has hereunto set
his hand and seal, all as of the day and year first above written, which is the
date of the granting of the option evidenced hereby.
CADE INDUSTRIES, INC.
By:
---------------------------------
Richard A. Lund, President
By:
---------------------------------
Molly F. Cade, Director and
Member of Stock Option Committee
ATTEST:
-----------------------------
Conrad G. Goodkind
Secretary
OPTIONEE:
-----------------------------------
Richard Gribbins
