Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE ALLEN GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 38-0290950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of principal executive offices including zip code)
1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
ROBERT A. YOUDELMAN
Senior Vice President - Finance
The Allen Group Inc.
25101 Chagrin Boulevard
Beachwood, Ohio 44122
(Name and address of agent for service)
(216) 765-5800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
securities
to be
registered(1)
Amount
to be
registered 250,000
Proposed
maximum
offering
price per
share (2)(3) $16.25
Proposed
maximum
aggregate
offering
price (3) $4,062,500
Amount of
registration
fee $1,400.75
Common Stock,
par value $1.00
per share
Preferred Stock
Purchase Rights
Index to Exhibits on Page 8
(1) Each share of Common Stock includes a Series B Junior Participating
Preferred Stock Purchase Right which, when exercisable, entitles the
holder to purchase 0.01 (subject to adjustment in certain events) share
of Series B Junior Participating Preferred Stock of the Registrant.
Such rights are not currently exercisable or transferable independently
of the shares of Common Stock.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933 (the "Securities Act"), on the basis of the
average of the high and low sale prices for a share of Common Stock on
the New York Stock Exchange--Composite Transactions Tape on
April 29, 1994, within five business days prior to filing.
(3) Estimated solely for the purpose of calculating the registration fee.
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") by the registrant, THE ALLEN GROUP INC., a
Delaware corporation (the "Registrant"), pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"), are incorporated by reference in this
registration statement (the "Registration Statement"):
(1) Registrant's Annual Report on Form 10-K for its fiscal year ended
December 31, 1993; and
(2) The description of the common stock, par value $1.00 per share,
of the Registrant (the "Common Stock") contained in the
Registrant's Registration Statement on Form S-3 filed by the
Registrant on July 12, 1992 and declared effective on July 30,
1992 (Registration No. 33-48545) and the description of the
Series B Junior Participating Preferred Stock Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A
filed January 19, 1988 (File No. 1-6016) and any amendment or
report filed for the purpose of updating such information.
All documents subsequently filed by the Registrant pursuant to
Sections 13, 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered under the 1994
Non-Employee Directors Stock Option Plan (the "Plan") have been sold or which
deregister all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing thereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or 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. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers, employees and agents of a corporation
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement of litigation under certain conditions and subject to
certain limitations.
The By-Laws, as amended, and the Restated Certificate of
Incorporation, as amended, of the Registrant provide that directors and
officers shall be indemnified against liabilities arising from their service
as directors and officers to the fullest extent permitted by law.
The Registrant maintains, at its expense, a policy of insurance which
insures its directors and officers, subject to certain exclusions or
deductions as are usual in such insurance policies, against certain
liabilities which may be incurred in those capacities. The Registrant has
also entered into agreements which provide for the indemnification of its
directors and certain officers against such liabilities to the fullest extent
permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) The 1994 Non-Employee Directors Stock Option Stock Plan (filed
as Exhibit A to Registrant's Proxy Statement dated March 17,
1994 (Commission file number 1-6016) and incorporated herein by
reference).
(b) Form of Option Agreement and Exercise Form.
(c) Restated Certificate of Incorporation (filed as Exhibit Number
3(a) to the Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1984 (Commission file number 1-6016)
and incorporated herein by reference).
(d) Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit Number 3(c) to the Registrant's
Form 10-K Annual Report for the fiscal year ended December 31,
1987 (Commission file number 1-6016) and incorporated herein by
reference).
(e) Certificate of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock (filed as Exhibit
Number 3(e) to the Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1987 (Commission file number 1-
6016) and incorporated herein by reference).
(f) Certificate of Amendment of Restated Certificate of
Incorporation (filed as Exhibit 3(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1993
(Commission file number 1-6016) and incorporated herein by
reference).
(g) By-Laws, as amended through September 10, 1992 (filed as
Exhibit Number 3(g) to the Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by reference).
(h) Rights Agreement, dated as of January 7, 1988, between the
Registrant and Manufacturers Hanover Trust Company (filed as
Exhibit Number 4 to the Registrant's Form 8-K Current Report
dated January 7, 1988 (Commission file number 1-6016) and
incorporated herein by reference).
(i) Amendment No. 1, dated as of December 5, 1990, between the
Registrant and Harris Trust Company of New York as to the
Rights Agreement, dated as of January 7, 1988, between the
Registrant and Manufacturers Hanover Trust Company (filed as
Exhibit Number 4.8 to the Registrant's Registration Statement
on Form S-3 (Registration Statement No. 33-48545) and
incorporated herein by reference).
5 Opinion of McDara P. Folan, III, regarding the legality of the
securities being registered.
23(a) Consent of Coopers & Lybrand to the incorporation by reference
in this Registration Statement of their report on the
consolidated financial statements and the financial statement
schedules included in the Registrant's Annual Report on Form
10-K for its fiscal year ended December 31, 1993.
(b) Consent of McDara P. Folan, III, to the filing of his opinion
as Exhibit 5 to this Registration Statement is contained in
Exhibit 5.<PAGE>
Item 9. Undertakings
(a) The 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;
(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, 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement 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 Beachwood, State of
Ohio, on this 5th day of May 1994.
THE ALLEN GROUP INC.
By: /s/ Robert G. Paul
Robert G. Paul
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Robert G. Paul President, Chief Executive
Robert G. Paul Officer and Director (Principal
Executive Officer) May 5, 1994
/s/ Robert A. Youdelman Senior Vice President - Finance
Robert A. Youdelman (Principal Financial Officer) May 5, 1994
/s/ James L. LePorte, III Vice President and Controller
James L. LePorte, III (Principal Accounting Officer) May 5, 1994
Director
Wade W. Allen May __, 1994
/s/ George A. Chandler Director
George A. Chandler May 5, 1994
/s/ Philip Wm. Colburn Chairman of the Board and
Philip Wm. Colburn Director May 5, 1994
/s/ Jill K. Conway Director
Jill K. Conway May 5, 1994
/s/ Albert H. Gordon Director
Albert H. Gordon May 5, 1994
Director
William O. Hunt May , 1994
/s/ J. Chisholm Lyons Director
J. Chisholm Lyons May 5, 1994
/s/ Charles W. Robinson Director
Charles W. Robinson May 5, 1994
/s/ Richard S. Vokey Director
Richard S. Vokey May 5, 1994
/s/ William M. Weaver, Jr. Director
William M. Weaver, Jr. May 5, 1994
EXHIBIT INDEX
Exhibit Page
Number Exhibit Description Number
4(a) The 1994 Non-Employee Directors Stock Option Stock Plan
(filed as Exhibit A to Registrant's Proxy Statement dated
March 17, 1994 (Commission file number 1-6016) and incorporated
herein by reference)............................................... -
4(b) Form of Option Agreement and Exercise Form......................... 9
4(c) Restated Certificate of Incorporation (filed as Exhibit Number
3(a) to the Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1984 (Commission file number 1-6016) and
incorporated herein by reference).................................. -
4(d) Certificate of Amendment of Restated Certificate of Incorporation
(filed as Exhibit Number 3(c) to the Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein by reference)........ -
4(e) Certificate of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock (filed as Exhibit Number
3(e) to the Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number 1-6016) and
incorporated herein by reference)................................ -
4(f) Certificate of Amendment of Restated Certificate of Incorporation
(filed as Exhibit 3(g) to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1993 (Commission file number
1-6016) and incorporated herein by reference).................... -
4(g) By-Laws, as amended through September 10, 1992 (filed as Exhibit
Number 3(g) to the Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference).................... -
4(h) Rights Agreement, dated as of January 7, 1988, between the
Registrant and Manufacturers Hanover Trust Company (filed as
Exhibit Number 4 to the Registrant's Form 8-K Current Report dated
January 7, 1988 (Commission file number 1-6016) and incorporated
herein by reference)............................................. -
4(i) Amendment No. 1, dated as of December 5, 1990, between the
Registrant and Harris Trust Company of New York as to the
Rights Agreement, dated as of January 7, 1988, between the
Registrant and Manufacturers Hanover Trust Company (filed as Exhibit
Number 4.8 to the Registrant's Registration Statement on Form
S-3 (Registration Statement No. 33-48545) and incorporated
herein by reference)............................................. -
5 Opinion of McDara P. Folan, III, regarding the legality of the
securities being registered...................................... 14
23(a) Consent of Coopers & Lybrand to the incorporation by reference
in this Registration Statement of their report on the
consolidated financial statements and the financial statement
schedules included in the Registrant's Annual Report on Form
10-K for its fiscal year ended December 31, 1993................. 15
23(b) Consent of McDara P. Folan, III, to the filing of his opinion as
Exhibit 5 to this Registration Statement is contained in
Exhibit 5........................................................ 14
Exhibit 5
May 5, 1994
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: 1994 Non-Employee Directors Stock Option Plan
Ladies and Gentlemen:
I have acted as counsel for The Allen Group Inc., a Delaware corporation
(the "Registrant"), in connection with The Allen Group Inc. 1994 Non-Employee
Directors Stock Option Plan (the "Plan"). I have examined such documents,
records and matters of law as I have deemed necessary for purposes of this
opinion, and based thereupon, I am of the opinion that the shares of Common
Stock, par value $1.00 per share ("Common Stock"), that may be issued and sold
pursuant to the Plan (and the authorized form of Option Agreement and Exercise
Form thereunder) will be, when issued or transferred and sold in accordance
with such Plan and such Option Agreements, duly authorized, validly issued,
fully paid and nonassessable so long as the consideration received by the
Registrant is at least equal to the par value of such Common Stock.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock issued and sold pursuant to the Plan under
the Securities Act of 1933.
Very truly yours,
McDara P. Folan, III
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement
pertaining to The Allen Group Inc. 1994 Non-Employee Directors Stock
Option Plan of our reports dated February 16, 1994, given upon our
authority as experts in accounting and auditing, with respect to the
consolidated financial statements and schedules of The Allen Group
Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
COOPERS & LYBRAND
Cleveland, Ohio
May 5, 1994
Exhibit 4(b)
THE ALLEN GROUP INC.
NON-QUALIFIED OPTION TO PURCHASE STOCK
PURSUANT TO THE ALLEN GROUP INC.
1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Number of Shares ______________ ______________, 19__
THE ALLEN GROUP INC., a Delaware corporation (hereinafter
called the "Company"), pursuant to The Allen Group Inc. 1994 Non-
Employee Directors Stock Option Plan (hereinafter called the
"Plan"), a copy of which is attached hereto as Exhibit A and is
incorporated herein by reference, hereby awards unto
_____________________ (hereinafter called the "Director") a non-
qualified option to purchase _______ shares of Common Stock of the
Company, par value $1.00 per share, at a price of $________ per
share, on the terms and subject to the conditions hereinafter set
forth:
1. The number of shares and purchase price are subject to
adjustment as provided in Section 7 of the Plan.
2. This option shall expire on the tenth anniversary of the
date hereof and shall be exercisable 50 percent after the second
anniversary of the date hereof, 75 percent after the third
anniversary of the date hereby and 100 percent after the fourth
anniversary of the date hereof. Notwithstanding the foregoing,
upon the death of the Director at any time prior to the tenth
anniversary of the date hereof, or upon the cessation of the
Director's service as a director of the Company six months or more
after the date hereof and prior to the tenth anniversary of the
date hereof, this option shall become immediately exercisable.
3. (a) If the Director shall cease to serve as a director of
the Company at any time six months or more after the date hereof,
for any reason other than death, this option may be exercised
within three months after such cessation. In the event of the
Director's death within such three-month period or if the cessation
of the Director's service as director shall have been due to his or
her death, this option may be exercised at any time within one year
after the Director's death by his or her executor or administrator
or by the distributee to whom this option may have been transferred
by will or by the laws of descent and distribution.
(b) Notwithstanding anything to the contrary contained
herein, if upon the Director's cessation of service the Director is
or becomes an employee or a senior management consultant to the
Company and/or its subsidiaries, this option may be exercised by
the Director during the period ending on the earliest of (i) the
ninetieth (90th) day following the date that the Director
permanently ceases to render employment or consulting services to
the Company and/or its subsidiaries, for any reason other than
cessation by reason of death, or (ii) the date that is one year
after the date described in clause (i) if the Director ceases to
render employment or consulting services on account of his or her
death (in which case the option may be exercised by the Director's
executor or administrator or by the distributee to whom this option
may have been transferred by will or by the laws of descent and
distribution).
(c) Except as permitted by this paragraph 3, no option shall
be exercisable after the date of cessation of the Director's
service as a director of the Company. Anything herein to the
contrary notwithstanding, this option may in no event be exercised
after the tenth anniversary of the date hereof.
4. During the lifetime of the Director, this option is
exercisable only by the Director, and neither this option nor any
right or privilege pertaining hereto may be transferred, assigned,
pledged or hypothecated in any way, by operation of law or
otherwise, and shall not be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or any right or
privilege pertaining hereto, otherwise than by will or by the laws
of descent and distribution, or upon the levy of any execution,
attachment or similar process thereupon, this option and all rights
and privileges given hereby shall immediately become null and void.
5. Subject to the conditions set forth herein, this option
may be exercised only by the execution and delivery by the Director
(or any person entitled to act under paragraph 3 hereof), to the
Company of a written notice of exercise in the form attached hereto
as Exhibit B (with appropriate changes in the case of a deceased
Director), specifying the number of shares to be purchased and
accompanied by payment in full for the shares purchased, either (a)
in cash; (b) by the delivery of such number of shares of the
Company's Common Stock multiplied by the last sale price of such
Common Stock as reported on the New York Stock Exchange Composite
Tape on the day such notice is received by the Company (or if no
sale of such Common Stock shall have been made on such Exchange on
that date, on the next preceding day on which there was a sale)
which equals the option price stated in this option multiplied by
the number of shares subject to that portion of this option in
respect of which such notice shall be given; or (c) any combination
of cash and shares of the Company's Common Stock valued as of the
date and in the manner provided in (b) above. No fractional share
of Common Stock shall be issued or transferred, and any such
fractional share resulting from an adjustment pursuant to paragraph
1 hereof and Section 7 of the Plan shall be eliminated.
6. The Company shall, upon payment of the exercise price per
share for the number of shares purchased and paid for, make prompt
delivery of a certificate evidencing such shares to the Director
or his or her executor, administrator or distributee pursuant to
paragraph 3 hereof).
7. It shall be a condition to the obligation of the Company
to issue or transfer shares of Common Stock upon the exercise of
this option, whether such purchase price is paid in shares of
Common Stock or cash, that the Director (or any person entitled to
act under paragraph 3 hereof) pay to the Company, upon its demand,
such amount as may be requested by the Company for the purpose of
satisfying its liability, if any, to withhold federal, state or
local income or other taxes incurred by the Company by reason of
the exercise of this option. If the amount requested is not paid,
the Company may refuse to issue or transfer shares of Common Stock
upon exercise of this option.
8. The exercise of this option, and the Company's obligation
to accept, sell and deliver shares of Common Stock pursuant to any
such exercise, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any regulatory
or government agency as may be required. The Company shall not be
required to issue or deliver any certificate or certificates for
shares of its Common Stock prior to (a) the admission of such
shares to listing on any stock exchange on which the stock may then
be listed and (b) the completion of any registration or other
qualification of such shares under any state or federal law or
rulings or regulations of any government body, which the Company
shall, in its sole discretion, determine to be necessary or
advisable.
9. Except as provided herein, this option may not be amended
or otherwise modified in a manner that is adverse to the interests
of the Director unless evidenced in writing and signed by the
Company and the Director.
10. The granting of this option shall in no way constitute or
be evidence of any agreement or understanding, express or implied,
that the Director has a right to continue as a director of the
Company for any period of time, or at any particular rate of
compensation.
11. All notices required hereby shall, unless otherwise
provided herein, be mailed or delivered by hand or by recognized
overnight delivery service to the parties at their respective
addresses set forth beneath their names below or at such other
address as may be designated in writing by either of the parties to
one another.
THE ALLEN GROUP INC.
By: ______________________________
The Allen Group Inc.
25101 Chagrin Boulevard
Suite 350
Beachwood, Ohio 44121
Attn: Treasurer
The foregoing option is hereby accepted on the terms and
conditions set forth herein.
___________________________
Director's Signature
__________________________
Director's Social
Security Number
__________________________
__________________________
Director's Address
Exhibit B
NON-QUALIFIED OPTION
__________________, 19__
The Allen Group Inc.
25101 Chagrin Boulevard
Suite 350
Beachwood, OH 44122
ATTN: Treasurer
I hereby exercise the non-qualified stock option granted to
_______________ under date of ________________ to the extent of
__________ shares of Common Stock of The Allen Group Inc. (the
"Company") (the "Purchased Shares") at the option price of
$________ per share, for a total exercise cost of $__________.
In payment of the option price for the Purchased Shares, I am
enclosing the following:
A. Cash represented by a (personal check) (bank cashier's
check) (money order)* payable to the order of the Company
in the amount of $____________**, or
B. ___________ shares of the Company's Common Stock owned by
me having an aggregate fair market value to be determined
by the last sale price of the Company's Common Stock as
reported on the New York Stock Exchange Composite Tape on
the date of receipt at the corporate office of the
Company of this Exhibit B plus cash, if any, required to
complete the full purchase price, represented by a
(personal check) (bank cashier's check) (money order)*
payable to the order of the Company in the amount of
$______________.
If the aggregate value of the Common Stock tendered herewith
plus the amount of any cash do not constitute the full purchase
price for the Purchased Shares, I agree to deliver additional
shares and/or cash represented by a personal check, bank cashier's
check or money order payable to the order of the Company for the
balance due promptly after I am notified by you.
I understand that all shares issuable to me upon the exercise
of said stock option have been registered by the Company with the
United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and acknowledge receipt of the
current prospectus relating to said shares. If I am an affiliate
of the Company as defined in said Act, I also hereby agree that any
sale of said shares by me will be made only in the manner set forth
in said prospectus.
Very truly yours,
_____________________________________
Address:
________________________________
________________________________
______________________________
Witness
* Strike out words that are not applicable
** Payment of the option price may also be made by a transfer of
funds or an irrevocable credit to an authorized bank account
of the Company; in such case, the foregoing exercise of the
option will be effective on the date of such transfer or
credit.
