<PAGE> 1
As filed with the Securities and Exchange Commission on May __
1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HARPER GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-1740320
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
260 Townsend Street, San Francisco, California 94107-0933
(Address of principal executive offices) (Zip Code)
THE HARPER GROUP, INC. 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
THE HARPER GROUP, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS
(Full titles of the plans)
Peter Gibert
The Harper Group, Inc.
260 Townsend Street, San Francisco, California 94107-0933
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 978-0600
Copy to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee*
_________________________________________________________________
Common Stock, 230,000 shares $20.75 $4,772,500 $1646.00
and Options to
Purchase Common
Stock
=================================================================
* Estimated solely for the purpose of calculating the
registration fee and based on the closing price for the Common
Stock on May 14, 1996 on the NASDAQ National Market System.
<PAGE> 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement: (i) the Annual Report on Form 10-K for
The Harper Group, Inc. (the "Company") for the fiscal year ended
December 31, 1995 filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) all reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by such Form 10-K; and (iii) the description of the
Company's common stock set forth in the Company's Registration
Statement on Form 8-A relating thereto, including any amendment
or report filed for the purpose of updating such description. All
documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Exchange Act, prior to the filing of a post
effective amendment (that indicates all securities offered have
been sold or deregisters all securities then remaining unsold),
shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article SIXTH of the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally
liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, to the fullest extent
permitted by the General Corporation Law of the State of Delaware
(the "DGCL").
Article V of the Company's Bylaws provides for indemnification of
officers and directors to the full extent and in the manner
permitted by Delaware law.
Section 145 of the DGCL makes provision for such indemnification
in terms sufficiently broad to cover officers and directors under
certain circumstances for liabilities arising under the
Securities Act of 1933.
<PAGE> 3
The Company has entered into indemnification agreements with each
director and officer which provide indemnification under certain
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 The Harper Group, Inc. 1995 Stock Option Plan for Non
- -Employee Directors (incorporated by reference to Exhibit 10.12
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 0-8664).
4.2 The Harper Group, Inc. Stock Option Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.6 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, Commission File No. 0-8664).
4.3 Form of Non-Qualified Stock Option Agreement for The Harper
Group, Inc. 1995 Stock Option Plan for Non-Employee Directors.
4.4 Form of Non-Qualified Stock Option Agreement for The Harper
Group, Inc. Stock Option Plan for Non-Employee Directors.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in
Exhibit 5.1.
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;
<PAGE> 4
(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 the 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 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
<PAGE> 5
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE> 6
Signatures
THE REGISTRANT
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 City
of San Francisco, State of California on the 17th of May, 1996.
The Harper Group, Inc.
(Registrant)
/s/ Peter Gibert
Peter Gibert
President, Chairman of the Board
and Chief Executive Officer
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 dated indicated.
Signature Title Date
Principal Executive Officer:
/s/ Peter Gibert
Peter Gibert President, May 17, 1996
Chairman of the
Board and Chief
Executive Officer
Principal Financial Officer and
Accounting Officer:
/s/ Robert J. Diaz
Robert J. Diaz Senior Vice May 17, 1996
President, Chief
Financial Officer
and Treasurer
<PAGE> 7
Directors:
/s/ Peter Gibert
Peter Gibert Director May 17, 1996
/s/ Edwin J. Holman
Edwin J. Holman Director May 17, 1996
/s/ John M. Kaiser
John M. Kaiser Director May 17, 1996
/s/ Ray C. Robinson, Jr.
Ray C. Robinson, Jr. Director May 17, 1996
/s/ Wesley J. Fastiff
Wesley J. Fastiff Director May 17, 1996
/s/ Frank J. Wezniak
Frank J. Wezniak Director May 17, 1996
A majority of the members of the Board of Directors.
<PAGE> 8
EXHIBIT INDEX
4.1 The Harper Group, Inc. 1995 Stock Option Plan for Non
- -Employee Directors (incorporated by reference to Exhibit 10.12
to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 0-8664).
4.2 The Harper Group, Inc. Stock Option Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.6 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, Commission File No. 0-8664).
4.3 Form of Non-Qualified Stock Option Agreement for The Harper
Group, Inc. 1995 Stock Option Plan for Non-Employee Directors.
4.4 Form of Non-Qualified Stock Option Agreement for The Harper
Group, Inc. Stock Option Plan for Non-Employee Directors.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in
Exhibit 5.1.
<PAGE> 9
THE HARPER GROUP, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this ___th day of
______________, __________, by and between The Harper Group,
Inc., a Delaware corporation the "Company"), and _______________,
a director of the Company (the "Optionee"), as follows:
WHEREAS, the Company has adopted the 1995 Stock Option Plan
for Non-Employee Directors (the "Plan"), providing for the
granting to its non-employee directors of nonqualified stock
options to purchase shares of its common stock (the "Common
Stock"); and
WHEREAS, the Optionee is a non-employee director.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and
valuable consideration, the parties agree as follows:
1. Company hereby grants to the Optionee a nonqualified
stock option to purchase _______ shares of the Common Stock at
the price set forth in Paragraph 2, on the terms and conditions
hereinafter stated, in consideration for which the Optionee
hereby agrees to continue to serve as a director of the Company
during the term for which he was elected.
2. The purchase price per share is $______. The purchase
price shall be payable in cash.
3. Subject to any required action by the shareholders, the
number of shares of Common Stock covered hereby and the price per
share thereof will be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in
the number of issued and outstanding shares of Common Stock
effected without receipt of consideration by the Company. Subject
to any required action by the shareholders, if the Company shall
be the surviving corporation in any merger or consolidation, this
option (to the extent that it is still outstanding) shall pertain
to and apply to the securities to which a holder of the same
number of shares of Common Stock that are subject to the option
would have been entitled. A dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not
the surviving corporation shall cause this option to terminate,
unless the agreement of merger or consolidation provides
otherwise, except that the Optionee will in such event have the
right immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Company is not the surviving
corporation, to exercise this option in whole or in part without
regard to any limitations on exercisability, other than (i) the
expiration date of the option; (ii) the ten share limitation set
forth in the final paragraph of Paragraph 4 of this Agreement;
and (iii) the limitation set forth in Paragraph 4 of this
Agreement relating to the period of time required to have elapsed
after the date of this Agreement.
To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Committee, whose determination in that respect shall be
final, binding and conclusive. The grant of this option will not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all or any part of its
business or assets.
4. This option may not be exercised in whole or in part until
12 months have elapsed from the date of this Agreement. Subject
to the conditions stated herein, this option shall become
exercisable in installments to the extent of one-quarter of the
shares covered by the option on the date 12 months after the date
of this Agreement, an additional one-quarter of the shares
covered by the option on the date 24 months after the date of
this Agreement, an additional one-quarter of the shares covered
by this option on the date 36 months after the date of this
Agreement, and the remaining shares covered by the option on the
date 48 months after the date of this Agreement. Shares entitled
to be purchased but not so purchased during any period described
in the foregoing sentence may be purchased during any subsequent
period within the five year term of the option.
No partial exercise of this option will be permitted for less
than ten shares, and fractional shares will not be issued.
5. In the event the Optionee ceases to be a director of the
Company for any reason other than his death, this option will be
exercisable for a period of three months after the date he ceases
to be a director to the extent exercisable on such date and shall
thereafter terminate.
6. In the event the Optionee dies while a director of the
Company, or during the three-month period after he ceases to be a
director during which he is permitted to exercise this option
pursuant to Paragraph 5 hereof, this option may be exercised at
any time within one year after the Optionee's death by the
Optionee's transferee to the same extent as the Optionee could
have exercised the option immediately prior to his death. The
Optionee's transferee shall be the person or persons designated
by the Optionee on a Beneficiary Designation Form furnished by
the Committee, except that if at the time of the Optionee's death
no effective Beneficiary Designation Form is on file with the
Committee, the Optionee's transferee shall be deemed to be the
executor or administrator of his estate or any person who shall
have acquired the option from the Optionee by his will or the
applicable law of descent and distribution. Any such transferee
exercising this option must furnish the Company upon request of
the Committee (a) written notice of his status as transferee, (b)
evidence satisfactory to the Company to establish the validity of
the transfer of the option in compliance with any laws or
regulations pertaining to said transfer, and (c) written
acceptance of the terms and conditions of the option as
prescribed in this Agreement.
7. Unless the shares of Common Stock to be issued upon
exercise of the option evidenced by this Agreement have been
effectively registered under the Securities Act of 1933 as now in
force or hereafter amended, the Company shall be under no
obligation to issue any shares of Common Stock covered by this
option unless the person who exercises such option, in whole or
in
part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel to the
Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that he is acquiring the shares of
Common Stock issued to him pursuant to such exercise of the
option for his own account or investment and not with a view to,
or for sale in connection with, the distribution of any such
shares of Common Stock, and that he will make no transfer of the
same except in compliance with any rules and regulations in force
at the time of such transfer under the Securities Act of 1933, or
any other applicable law, and that if shares of Common Stock are
issued without such registration, a legend to this effect may be
endorsed upon the securities so issued.
8. The option may be exercised by the person then entitled to
do so as to any share which may then be purchased by giving
written notice of exercise to the Company specifying the number
of full shares to be purchased and accompanied by full payment of
the purchase price thereof and the amount of any income tax the
Company is required by law to withhold by reason of such
exercise.
9. Neither the Optionee nor any person claiming under or
through him shall be, or have any of the rights or privileges of,
a shareholder of the Company in respect of any of the shares
issuable upon the exercise of the option, until the date of
receipt of payment by the Company in accordance with the terms
hereof.
10. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to The Harper Group, Inc., in
care of its Secretary, 260 Townsend Street, San Francisco,
California, 94107, or at such other address as the Company may
hereafter designate in writing. Any notice to be given to the
Optionee shall be addressed to the Optionee at the address set
forth beneath his signature hereto, or at any such other address
as the Optionee may hereafter designate in writing. Any such
notice shall be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid,
registered and deposited, postage and registry fee prepaid, in a
post office or branch post office regularly maintained by the
United States Government.
11. Except as otherwise provided herein, the option herein
granted and the rights and privileges conferred hereby shall not
be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment or similar process
upon the rights and privileges conferred hereby. Upon any attempt
to transfer, assign, pledge or otherwise dispose of said option,
or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and
privileges conferred hereby, said option and the rights and
privileges conferred hereby shall immediately become null and
void.
12. Notwithstanding any other provision of this Agreement,
this option is not exercisable after the expiration of five years
from the date of this Agreement.
13. Subject to the limitations on transferability contained
herein, this Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and
assigns of the parties hereof.
14. The rights awarded hereby are subject to the requirement
that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of
the shares of Common Stock subject to such rights upon
any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such rights or the issue of shares in connection
therewith, such rights may not be exercised or paid in whole or
in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
15. Stock certificates issued upon exercise of this option,
or any portion thereof, may bear such restrictive legends as the
Committee in its sole discretion deems appropriate or necessary,
and said Common Stock may not be sold in violation of said
legends. Additionally, appropriate restrictions on stock
transfers may be noted in the stock records of the Company.
16. Nothing in this Agreement shall be construed as giving
the Optionee the right to be retained as a director of the
Company.
17. If shares of Common Stock are issued to the Optionee in
satisfaction of the rights conferred hereby, the Company has the
right to require the Optionee to remit to the Company an amount
sufficient to satisfy federal, state, and local withholding tax
requirements prior to the delivery of any certificate or
certificates for such shares. Whenever payments are to be made in
cash, such payments shall be net of an amount sufficient to
satisfy federal, state, and local withholding tax requirements.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, in duplicate, the day and year first above written.
THE HARPER GROUP, INC. ACCEPTED:
Optionee
Address
<PAGE> 10
THE HARPER GROUP, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into this ___th day of
______________, __________, by and between The Harper Group,
Inc., a Delaware corporation the "Company"), and _______________,
a director of the Company (the "Optionee"), as follows:
WHEREAS, the Company has adopted the 1995 Stock Option Plan
for Non-Employee Directors (the "Plan"), providing for the
granting to its non-employee directors of nonqualified stock
options to purchase shares of its common stock (the "Common
Stock"); and
WHEREAS, the Optionee is a non-employee director.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and
valuable consideration, the parties agree as follows:
1. Company hereby grants to the Optionee a nonqualified
stock option to purchase _______ shares of the Common Stock at
the price set forth in Paragraph 2, on the terms and conditions
hereinafter stated, in consideration for which the Optionee
hereby agrees to continue to serve as a director of the Company
during the term for which he was elected.
2. The purchase price per share is $______. The purchase
price shall be payable in cash.
3. Subject to any required action by the shareholders, the
number of shares of Common Stock covered hereby and the price per
share thereof will be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock
resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in
the number of issued and outstanding shares of Common Stock
effected without receipt of consideration by the Company. Subject
to any required action by the shareholders, if the Company shall
be the surviving corporation in any merger or consolidation, this
option (to the extent that it is still outstanding) shall pertain
to and apply to the securities to which a holder of the same
number of shares of Common Stock that are subject to the option
would have been entitled. A dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not
the surviving corporation shall cause this option to terminate,
unless the agreement of merger or consolidation provides
otherwise, except that the Optionee will in such event have the
right immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Company is not the surviving
corporation, to exercise this option in whole or in part without
regard to any limitations on exercisability, other than (i) the
expiration date of the option; (ii) the ten share limitation set
forth in the final paragraph of Paragraph 4 of this Agreement;
and (iii) the limitation set forth in Paragraph 4 of this
Agreement relating to the period of time required to have elapsed
after the date of this Agreement.
To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Committee, whose determination in that respect shall be
final, binding and conclusive. The grant of this option will not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all or any part of its
business or assets.
4. This option may not be exercised in whole or in part until
12 months have elapsed from the date of this Agreement. Subject
to the conditions stated herein, this option shall become
exercisable in installments to the extent of one-quarter of the
shares covered by the option on the date 12 months after the date
of this Agreement, an additional one-quarter of the shares
covered by the option on the date 24 months after the date of
this Agreement, an additional one-quarter of the shares covered
by this option on the date 36 months after the date of this
Agreement, and the remaining shares covered by the option on the
date 48 months after the date of this Agreement. Shares entitled
to be purchased but not so purchased during any period described
in the foregoing sentence may be purchased during any subsequent
period within the five year term of the option.
No partial exercise of this option will be permitted for less
than ten shares, and fractional shares will not be issued.
5. In the event the Optionee ceases to be a director of the
Company for any reason other than his death, this option will be
exercisable for a period of three months after the date he ceases
to be a director to the extent exercisable on such date and shall
thereafter terminate.
6. In the event the Optionee dies while a director of the
Company, or during the three-month period after he ceases to be a
director during which he is permitted to exercise this option
pursuant to Paragraph 5 hereof, this option may be exercised at
any time within one year after the Optionee's death by the
Optionee's transferee to the same extent as the Optionee could
have exercised the option immediately prior to his death. The
Optionee's transferee shall be the person or persons designated
by the Optionee on a Beneficiary Designation Form furnished by
the Committee, except that if at the time of the Optionee's death
no effective Beneficiary Designation Form is on file with the
Committee, the Optionee's transferee shall be deemed to be the
executor or administrator of his estate or any person who shall
have acquired the option from the Optionee by his will or the
applicable law of descent and distribution. Any such transferee
exercising this option must furnish the Company upon request of
the Committee (a) written notice of his status as transferee, (b)
evidence satisfactory to the Company to establish the validity of
the transfer of the option in compliance with any laws or
regulations pertaining to said transfer, and (c) written
acceptance of the terms and conditions of the option as
prescribed in this Agreement.
7. Unless the shares of Common Stock to be issued upon
exercise of the option evidenced by this Agreement have been
effectively registered under the Securities Act of 1933 as now in
force or hereafter amended, the Company shall be under no
obligation to issue any shares of Common Stock covered by this
option unless the person who exercises such option, in whole or
in
part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel to the
Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that he is acquiring the shares of
Common Stock issued to him pursuant to such exercise of the
option for his own account or investment and not with a view to,
or for sale in connection with, the distribution of any such
shares of Common Stock, and that he will make no transfer of the
same except in compliance with any rules and regulations in force
at the time of such transfer under the Securities Act of 1933, or
any other applicable law, and that if shares of Common Stock are
issued without such registration, a legend to this effect may be
endorsed upon the securities so issued.
8. The option may be exercised by the person then entitled to
do so as to any share which may then be purchased by giving
written notice of exercise to the Company specifying the number
of full shares to be purchased and accompanied by full payment of
the purchase price thereof and the amount of any income tax the
Company is required by law to withhold by reason of such
exercise.
9. Neither the Optionee nor any person claiming under or
through him shall be, or have any of the rights or privileges of,
a shareholder of the Company in respect of any of the shares
issuable upon the exercise of the option, until the date of
receipt of payment by the Company in accordance with the terms
hereof.
10. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to The Harper Group, Inc., in
care of its Secretary, 260 Townsend Street, San Francisco,
California, 94107, or at such other address as the Company may
hereafter designate in writing. Any notice to be given to the
Optionee shall be addressed to the Optionee at the address set
forth beneath his signature hereto, or at any such other address
as the Optionee may hereafter designate in writing. Any such
notice shall be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid,
registered and deposited, postage and registry fee prepaid, in a
post office or branch post office regularly maintained by the
United States Government.
11. Except as otherwise provided herein, the option herein
granted and the rights and privileges conferred hereby shall not
be transferred, assigned, pledged, or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment or similar process
upon the rights and privileges conferred hereby. Upon any attempt
to transfer, assign, pledge or otherwise dispose of said option,
or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and
privileges conferred hereby, said option and the rights and
privileges conferred hereby shall immediately become null and
void.
12. Notwithstanding any other provision of this Agreement,
this option is not exercisable after the expiration of five years
from the date of this Agreement.
13. Subject to the limitations on transferability contained
herein, this Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and
assigns of the parties hereof.
14. The rights awarded hereby are subject to the requirement
that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of
the shares of Common Stock subject to such rights upon
any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such rights or the issue of shares in connection
therewith, such rights may not be exercised or paid in whole or
in part unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
15. Stock certificates issued upon exercise of this option,
or any portion thereof, may bear such restrictive legends as the
Committee in its sole discretion deems appropriate or necessary,
and said Common Stock may not be sold in violation of said
legends. Additionally, appropriate restrictions on stock
transfers may be noted in the stock records of the Company.
16. Nothing in this Agreement shall be construed as giving
the Optionee the right to be retained as a director of the
Company.
17. If shares of Common Stock are issued to the Optionee in
satisfaction of the rights conferred hereby, the Company has the
right to require the Optionee to remit to the Company an amount
sufficient to satisfy federal, state, and local withholding tax
requirements prior to the delivery of any certificate or
certificates for such shares. Whenever payments are to be made in
cash, such payments shall be net of an amount sufficient to
satisfy federal, state, and local withholding tax requirements.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, in duplicate, the day and year first above written.
THE HARPER GROUP, INC. ACCEPTED:
Optionee
Address
<PAGE> 11
May 17, 1996
The Harper Group, Inc.
260 Townsend Street
San Francisco, CA 94107-0933
Re: The Harper Group, Inc./
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with
the proposed issuance pursuant to The Harper Group, Inc. 1995
Stock Option Plan for Non-Employee Directors and The Harper
Group, Inc. Stock Option Plan for Non-Employee Directors
(together, the "Plans"), of up to 230,000 shares of common stock
("Common Stock"), of The Harper Group, Inc., a Delaware
corporation (the "Company").
We have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the
following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the
truth, accuracy, and completeness of the information,
representations, and warranties contained in the records,
documents, instruments, and certificates we have reviewed.
Based on such examination, we are of the opinion that the 230,000
shares of Common Stock to be issued by the Company pursuant to
the Plans are validly authorized shares of Common Stock, and,
when issued in accordance with the provisions of the Plans, will
be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
this Registration Statement on Form S-8 and to the use of our
name wherever it appears in said Registration Statement. In
giving such consent, we do not consider that we are "experts"
within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities
<PAGE> 12
and Exchange Commission issued thereunder with respect to any
part of the Registration Statement, including this opinion, as an
exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe
ORRICK, HERRINGTON & SUTCLIFFE
<PAGE> 13
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Harper Group, Inc. on Form S-8 of our report
dated March 8, 1996, incorporated by reference in the Annual
Report on Form 10-K of The Harper Group, Inc. for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
San Francisco, California
May 17, 1996
