<PAGE> 1
REGISTRATION STATEMENT CONSISTS OF __ PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 6.
File No. 333-_____
As filed with the Securities and Exchange Commission on June 3, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
INSTRON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2057203
(State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
100 ROYALL STREET, CANTON, MA 02021
(Address of Principal Executive Offices)
INSTRON CORPORATION
1992 STOCK INCENTIVE PLAN
(Full Title of the Plan)
--------------------
JAMES M. MCCONNELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INSTRON CORPORATION
100 ROYALL STREET
CANTON, MASSACHUSETTS 02021
(Name and Address of Agent for Service)
(617) 828-2500
(Telephone Number, Including Area Code, of Agent for Service)
------------------------
With Copy to:
Stuart M. Cable, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
------------------------
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered Registered(1) Per Share Price tion Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 173,250 $13.50 (2) $2,338,875 $ 806.51
126,750 $13.50 (3) $1,711,125 $ 590.04
- -----------------------------------------------------------------------------------------------------
Total 300,000 -- $4,050,000 $1,396.55
- -----------------------------------------------------------------------------------------------------
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
Registrant's 1992 Stock Incentive Plan in the event of a stock dividend,
stock split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of
determining the amount of the registration fee and is based upon the
weighted average price at which outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purposes of determining the amount of registration fee
and is based upon the average of the high and low prices of the Common
Stock as reported on the American Stock Exchange on May 30, 1996.
</TABLE>
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Pursuant to General Instruction E of Form S-8, Instron Corporation (the
"Registrant") hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 33-48287) as previously filed with the
Securities and Exchange Commission on June 1, 1992 (the "Original Registration
Statement"). This Registration Statement is being filed to register an
additional 300,000 shares of the Registrant's Common Stock subject to issuance
under the Registrant's 1992 Stock Incentive Plan.
Item 8. Exhibits.
--------
<TABLE>
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
<CAPTION>
Exhibit
- -------
<C> <S>
4.1 Restated Articles of Organization, as amended.*
4.2 By-laws, as amended.**
4.3 Instron Corporation Amended and Restated 1992 Stock Incentive Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP, as to the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this Registration Statement).
<FN>
- ----------
* Incorporated by reference to Exhibit 3(a) of the Registrant's Form 10-K for
the year ended December 31, 1981, Exhibit 4 of the Registrant's Form 10-Q
for the quarter ended March 31, 1984, Exhibit 4 of the Registrant's Form
10-Q for the quarter ended June 28, 1986, and Exhibit 4 of the Registrant's
Form 10-Q for the quarter ended June 27, 1987.
** Incorporated by reference to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on October 5, 1990.
</TABLE>
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Canton, the Commonwealth of Massachusetts, on this
31st day of May, 1996.
INSTRON CORPORATION
By: /s/ James M. McConnell
-------------------------------------
James M. McConnell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
Each person whose signature appears below constitutes and appoints James M.
McConnell and Linton A. Moulding, and each of them, as her or his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities to sign any or all
amendments or 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, granting unto said
attorney-in-fact and agent 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 attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James M. McConnell President, Chief Executive Officer May 31, 1996
- -------------------------------------------- and Director (Principal Executive
James M. McConnell Officer)
/s/ Linton A. Moulding Chief Financial Officer May 31, 1996
- -------------------------------------------- (Principal Financial and Accounting
Linton A. Moulding Officer)
/s/ Harold Hindman Chairman of the Board of Directors May 31, 1996
- --------------------------------------------
Harold Hindman
/s/ George S. Burr Vice Chairman of the Board of May 31, 1996
- -------------------------------------------- Directors
George S. Burr
/s/ Nicholas J. Grant Director May 31, 1996
- --------------------------------------------
Dr. Nicholas J. Grant
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Richard W. Young Director May 31, 1996
- --------------------------------------------
Dr. Richard W. Young
/s/ John W. Lacey Director May 31, 1996
- --------------------------------------------
John W. Lacey
/s/ Dennis J. Moore Director May 31, 1996
- --------------------------------------------
Dennis J. Moore
/s/ Sheldon Rutstein Director May 31, 1996
- --------------------------------------------
Sheldon Rutstein
/s/ John F. Smith Director May 31, 1996
- --------------------------------------------
John F. Smith
</TABLE>
5
<PAGE> 6
<TABLE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
<C> <S>
4.1 Restated Articles of Organization, as amended.*
4.2 By-laws, as amended.**
4.3 Instron Corporation Amended and Restated 1992 Stock
Incentive Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP, as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
<FN>
- ----------
* Incorporated by reference to Exhibit 3(a) of the Registrant's Form 10-K for
the year ended December 31, 1981, Exhibit 4 of the Registrant's Form 10-Q
for the quarter ended March 31, 1984, Exhibit 4 of the Registrant's Form
10-Q for the quarter ended June 28, 1986, and Exhibit 4 of the Registrant's
Form 10-Q for the quarter ended June 27, 1987.
** Incorporated by reference to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on October 5, 1990.
</TABLE>
6
<PAGE> 1
EXHIBIT 4.3
INSTRON CORPORATION
AMENDED AND RESTATED 1992 STOCK INCENTIVE PLAN
SECTION 1. General Purpose of the Plan; Definitions.
----------------------------------------
The name of the plan is the Instron Corporation 1992 Stock Incentive Plan
(the "Plan"). The purpose of the Plan is to encourage and enable the personnel
of Instron Corporation (the "Company") and its Subsidiaries upon whose judgment,
initiative and efforts the Company largely depends for the successful conduct of
its business to acquire a proprietary interest in the Company. It is anticipated
that providing such persons with a direct stake in the Company's welfare will
assure a closer identification of their interests with those of the Company,
thereby stimulating their efforts on the Company's behalf and strengthening
their desire to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" or "Awards", except where referring to a particular category
of grant under the Plan, shall include Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
Awards, Unrestricted Stock Awards and Performance Share Awards.
"Award Agreement" means the agreement executed and delivered to the
Company by the recipient of an Award.
"Board" means the Board of Directors of the Company.
"Cause" means and shall be limited to a determination of the Board
that the optionee should be dismissed as a result of (i) serious and
willful misconduct that is injurious to the Company, including dishonest or
fraudulent activity; (ii) the optionee's conviction of (whether or not such
conviction is subject to appeal), or entry of a plea of guilty or NOLO
CONTENDERE to, any crime or offense involving fraud, personal dishonesty or
moral turpitude or which constitutes a felony in the jurisdiction involved;
or (iii) the optionee's continuing repeated willful failure or refusal to
perform such optionee's duties to the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the 1992 Stock Incentive Plan Committee referred to
in Section 2.
<PAGE> 2
"Disability" means disability as set forth in Section 22(e)(3) of the
Code.
"Disinterested Person" shall have the meaning set forth in Rule
16b-3(c)(2)(i) promulgated under the Act, or any successor definition under
the Act.
"Effective Date" is defined in Section 17.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the related rules, regulations and interpretations.
"Fair Market Value" on any given date means the last sale price at
which Stock is traded on such date or, if no Stock is traded on such date,
the most recent date on which Stock was traded, as reflected in the
American Stock Exchange; except that the Committee may prescribe another
measure of value for the exercise of Stock Appreciation Rights as provided
in Section 7(e).
"Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the
Code.
"Non-Employee Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of
the Company and its Subsidiaries then in effect.
"Option" or "Stock Option" means any option to purchase shares of
Stock granted pursuant to Section 6.
"Performance Share Award" is defined in Section 10(a).
"Restricted Stock Award" is defined in Section 8(a).
"Stock" means the Common Stock, $1.00 par value, of the Company,
subject to adjustments pursuant to Section 3.
"Stock Appreciation Right" means a right described in Section 7(a).
"Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning
with the Company if
2
<PAGE> 3
each of the corporations or entities (other than the last corporation or
entity in the unbroken chain) owns stock or other interests possessing 50%
or more of the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain.
"Unrestricted Stock Award" is defined in Section 9.
SECTION 2. Administration of Plan; Committee Authority to Select Participants
and Determine Awards, Etc.
-------------------------
(a) COMMITTEE. The Plan shall be administered by all of the Non-Employee
Director members of the Compensation Committee of the Board, or any other
committee of not less than three Non-Employee Directors performing similar
functions, as appointed from time to time by the Board. Each such administrator
shall be a Disinterested Person.
(b) POWERS OF COMMITTEE. The Committee shall have the power and authority
to grant Awards consistent with the terms of the Plan, including the power and
authority:
(i) to select the officers and other key employees of the Company and
its Subsidiaries to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Unrestricted Stock and Performance Shares, or any
combination of the foregoing, granted to any one or more participants;
(iii) to determine the number of shares to be covered by any Award;
(iv) to determine and modify the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award,
which terms and conditions may differ among individual Awards and
participants, and to approve the form of Award Agreements;
(v) to determine whether, to what extent, and under what circumstances
Stock and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the participant and whether and
to what extent the Company shall pay or credit amounts equal to interest
(at rates determined by the Committee) or dividends or deemed dividends on
such deferrals; and
(vi) to adopt, alter and repeal such rules, guidelines and practices
for administration of the Plan and for its own acts and proceedings as it
shall deem advisable; to interpret the terms and provisions of the Plan and
any Award (including related Award Agreements); to make all determinations
it deems advisable for the
3
<PAGE> 4
administration of the Plan; to decide all disputes arising in connection
with the Plan; and to otherwise supervise the administration of the Plan.
All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.
SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.
(a) SHARES ISSUABLE. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 600,000. For purposes of this
limitation, the shares of stock underlying any Awards which are forfeited,
cancelled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan so long as the Plan participants
to whom such Awards had been previously granted received no benefits of
ownership of the underlying shares of Stock to which the Award related. Subject
to such overall limitation, shares may be issued up to such maximum number
pursuant to any type or types of Award, including Incentive Stock Options.
Shares issued under the Plan may be authorized but unissued shares or shares
reacquired by the Company. Upon the exercise of a Stock Appreciation Right
settled in stock, the right to purchase an equal number of shares of Common
Stock covered by a related Stock Option, if any, shall be deemed to have been
surrendered and will no longer be exercisable, and said number of shares shall
no longer be available under the Plan.
(b) STOCK DIVIDENDS, MERGERS, ETC. In the event of a stock dividend, stock
split or similar change in capitalization affecting the Stock, the Committee
shall make appropriate adjustments in (i) the number and kind of shares of stock
or securities on which Awards may thereafter be granted, (ii) the number and
kind of shares remaining subject to outstanding Awards, and (iii) the option or
purchase price in respect of such shares. In the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may, as to any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and in the number and purchase price (if any) of shares subject to such
Awards as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration which
the Committee deems equitable in the circumstances), subject, however, to the
provisions of Section 15.
(c) SUBSTITUTE AWARDS. The Company may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation.
4
<PAGE> 5
The Committee may direct that the substitute awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances. The
shares which may be delivered under such substitute awards shall be in addition
to the maximum number of shares provided for in Section 3(a) only to the extent
that the substitute Awards are both (i) granted to persons whose relationship to
the Company does not make (and is not expected to make) them subject to Section
16(b) of the Act; and (ii) granted in substitution for awards issued under a
plan approved, to the extent then required under Rule 16b-3 (or any successor
rule under the Act) by the stockholders of the entity which issued such
predecessor awards.
SECTION 4. Eligibility.
-----------
Participants in the Plan will be such full or part time officers and other
key employees of the Company and its Subsidiaries who are responsible for or
contribute to the management, growth or profitability of the Company and its
Subsidiaries and who are selected from time to time by the Committee, in its
sole discretion.
SECTION 5. Limitations on Terms and Dates of Awards.
----------------------------------------
(a) DURATION OF AWARDS. Except as otherwise set forth herein, no
restrictions or limitations on Awards shall extend beyond 10 years (or 10 years
and one day in the case of Non-Qualified Stock Options) from the grant date,
provided that deferrals elected by participants of the receipt of Stock or other
benefits under the Plan may extend beyond such date.
(b) LATEST GRANT DATE. No Incentive Stock Option shall be granted under the
Plan after February 25, 2002.
SECTION 6. Stock Options.
-------------
Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. To the extent that any option does not qualify
as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
(a) STOCK OPTIONS GRANTED TO EMPLOYEES. The Committee in its discretion may
grant Stock Options to employees of the Company or any Subsidiary. Stock Options
granted to employees pursuant to this Section 6(a) shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable:
(i) OPTION PRICE. The option price per share of Stock purchasable
under a
5
<PAGE> 6
Stock Option shall be determined by the Committee at the time of grant but
shall be, in the case of Incentive Stock Options, not less than 100% of
Fair Market Value on the date of grant. If an employee owns or is deemed to
own (by reason of the attribution rules applicable under Section 424(d) of
the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Subsidiary or parent corporation and an
Incentive Stock Option is granted to such employee, the option price shall
be not less than 110% of Fair Market Value on the grant date.
(ii) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted and no Non-Qualified Stock
Option shall be exercisable more than ten years and one day after the date
the option is granted. If an employee owns or is deemed to own (by reason
of the attribution rules of Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company or any
Subsidiary or parent corporation and an Incentive Stock Option is granted
to such employee, the term of such option shall be no more than five years
from the date of grant.
(iii) EXERCISABILITY; RIGHTS OF A SHAREHOLDER. Stock Options shall
become vested and exercisable at such time or times, whether or not in
installments, as shall be determined by the Committee at or after the grant
date; provided, however, that no Stock Option shall first be exercisable
until at least six months after the date of grant. The Committee may at any
time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a shareholder only as to
shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
(iv) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the purchase price may be made
by one or more of the following methods:
(1) In cash, by certified or bank check or other instrument
acceptable to the Committee;
(2) In the form of shares of Stock that the optionee has
beneficially owned for more than six months and that are not then
subject to restrictions under any Company plan, if permitted by the
Committee, in its discretion, at (or, in the case of Non-Qualified
Stock Options, after) the time of the grant. Such surrendered shares
shall be valued at Fair Market Value on the exercise date; or
(3) By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to
promptly
6
<PAGE> 7
deliver to the Company cash or a check payable and acceptable to the
Company to pay the option purchase price; provided that in the event
the optionee chooses to pay the option purchase price as so provided,
the optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure.
Payment instruments will be received subject to collection.
The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from
the Optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or applicable provisions of laws.
(v) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of
descent and distribution and all Stock Options shall be exercisable, during
the optionee's lifetime, only by the optionee.
(vi) TERMINATION BY DEATH. If any optionee's employment by the Company
and its Subsidiaries terminates by reason of death, the Stock Option may
thereafter be exercised, to the extent exercisable at the date of death, by
the legal representative or legatee of the optionee, for a period of one
year (or such shorter period as the Committee shall specify at the time of
grant or such longer period as the Committee shall specify at any time)
from the date of death, or until the expiration of the stated term of the
Option, if earlier.
(vii) TERMINATION BY REASON OF DISABILITY OR NORMAL RETIREMENT.
(1) Any Stock Option held by an optionee whose employment by the
Company and its Subsidiaries has terminated by reason of Disability
may thereafter be exercised, to the extent it was exercisable at the
time of such termination, for a period of one year (or such shorter
period as the Committee shall specify at the time of grant or such
longer period as the Committee shall specify at any time) from the
date of such termination of employment, or until the expiration of the
stated term of the Option, if earlier.
(2)(A) Any Non-Qualified Stock Option held by an optionee whose
employment by the Company and its Subsidiaries has terminated by
reason of Normal Retirement may thereafter be exercised, to the extent
it was exercisable at the time of such termination, for a period of
one year (or such shorter period as the Committee shall specify at the
time of grant or such longer period as the Committee shall specify at
any time) from the date of such termination of employment, or until
the expiration of the stated term of the Option, if earlier.
7
<PAGE> 8
(B) Any Incentive Stock Option held by an optionee whose
employment by the Company and its Subsidiaries has terminated by
reason of Normal Retirement may thereafter be exercised, to the extent
it was exercisable at the time of such termination, for a period of
three months (or such shorter period as the Committee shall specify at
the time of grant or such longer period as the Committee shall specify
at any time) from the date of such termination of employment, or until
the expiration of the stated term of the Option, if earlier.
(3) In the event of termination of employment by reason of
Disability or Normal Retirement, the Committee shall have sole
authority and discretion to determine whether a participant's
employment has been terminated for such reason.
(4) Except as otherwise provided by the Committee at the time of
grant, the death of an optionee during a period provided in this
Section 6(a)(vii) for the exercise of a Non-Qualified Stock Option (or
during the final year of such period if longer than one year), shall
extend such period for one year following death, subject to
termination on the expiration of the stated term of the Option, if
earlier.
(viii) TERMINATION FOR CAUSE. If any optionee's employment by the
Company and its Subsidiaries has been terminated for Cause, any Stock
Option held by such optionee shall immediately terminate and be of no
further force and effect; provided, however, that the Committee may, in its
sole discretion, provide that such stock option can be exercised for a
period of up to three months from the date of termination of employment or
until the expiration of the stated term of the Option, if earlier.
(ix) OTHER TERMINATION. Unless otherwise determined by the Committee,
if an optionee's employment by the Company and its Subsidiaries terminates
for any reason other than death, Disability, Normal Retirement or for
Cause, any Stock Option held by such optionee may thereafter be exercised,
to the extent it was exercisable on the date of termination of employment,
for a period of three months (or such shorter period as the Committee shall
specify at the time of grant or such longer period as the Committee shall
specify at any time) from the date of termination of employment or until
the expiration of the stated term of the Option, if earlier.
(x) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the
Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its Subsidiaries become exercisable
for the first time by an optionee during any calendar year shall not exceed
$100,000.
8
<PAGE> 9
(xi) FORM OF SETTLEMENT. Shares of Stock issued upon exercise of a
Stock Option shall be free of all restrictions under the Plan, except as
otherwise provided in this Plan. The Committee may provide at time of grant
that the shares to be issued upon the exercise of a Stock Option shall be
in the form of Restricted Stock, or may reserve the right to so provide
after the time of grant.
(b) RELOAD OPTIONS. At the discretion of the Committee, Options granted
under this Section 6(a) may include a so-called "reload" feature pursuant to
which an optionee exercising an option by the delivery of a number of shares of
Stock in accordance with Section 6(a)(iv)(2) hereof would automatically be
granted an additional Option (with an exercise price equal to the Fair Market
Value of the Stock on the date the additional Option is granted and with the
same expiration date as the original Option being exercised, and with such other
terms as the Committee may provide) to purchase that number of shares of Stock
equal to the number delivered to exercise the original Option.
SECTION 7. Stock Appreciation Rights; Discretionary Payments.
-------------------------------------------------
(a) NATURE OF STOCK APPRECIATION RIGHT. A Stock Appreciation Right is an
Award entitling the recipient to receive an amount in cash or shares of Stock
(or in a form of payment permitted under Section 7(e) below) or a combination
thereof having a value equal to (or if the Committee shall so determine at time
of grant, less than) the excess of the Fair Market Value of a share of Stock on
the date of exercise over the exercise price per share set by the Committee at
the time of grant (or over the option exercise price per share, if the Stock
Appreciation Right was granted in tandem with a Stock Option) multiplied by the
number of shares with respect to which the Stock Appreciation Right shall have
been exercised, with the Committee having the right to determine the form of
payment.
(b) GRANT AND EXERCISE OF STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights may be granted to any employees of the Company or any Subsidiary by the
Committee in tandem with, or independently of, any Stock Option granted pursuant
to Section 6(a) of the Plan. In the case of a Stock Appreciation Right granted
in tandem with a Non-Qualified Stock Option, such Right may be granted either at
or after the time of the grant of such Option. In the case of a Stock
Appreciation Right granted in tandem with an Incentive Stock Option, such Right
may be granted only at the time of the grant of the Option.
A Stock Appreciation Right or applicable portion thereof granted in tandem
with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, at the
Committee's discretion, a Stock Appreciation Right granted with respect to less
than the full number of shares covered by a related Stock Option shall only so
terminate if and to the extent that the number of shares covered by the exercise
or termination of the related Stock Option exceeds the number of shares not
covered by such Stock Appreciation Right.
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(c) TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Committee, subject to the following:
(i) Stock Appreciation Rights granted in tandem with Stock Options
shall be exercisable at such time or times and to the extent that the
related Stock Options shall be exercisable.
(ii) Upon exercise of a Stock Appreciation Right, the applicable
portion of any related Stock Option shall be surrendered.
(iii) Stock Appreciation Rights granted in tandem with a Stock Option
shall be transferable only when and to the extent that the underlying Stock
Option would be transferable. Stock Appreciation Rights not granted in
tandem with a Stock Option shall not be transferable otherwise than by will
or the laws of descent or distribution. All Stock Appreciation Rights shall
be exercisable during the participant's lifetime only by the participant or
the participant's legal representative.
(iv) No Stock Appreciation Right may be exercised for a period of six
months after the date of grant.
(d) SETTLEMENT IN THE FORM OF RESTRICTED SHARES. Shares of Stock issued
upon exercise of a Stock Appreciation Right shall be free of all restrictions
under the Plan, except as otherwise provided in this Plan. The Committee may
provide at the time of grant in the case of a Stock Appreciation Right that such
shares shall be in the form of shares of Restricted Stock. Any such shares shall
be valued at Fair Market Value on the date of exercise of the Stock Appreciation
Right.
(e) RULES RELATING TO EXERCISE. In the case of a participant subject to the
restrictions of Section 16(b) of the Act, no Stock Appreciation Right (as
referred to in Rule 16b-3(e) or any successor rule under the Act) shall be
exercised except in compliance with any applicable requirements of Rule 16b-3 or
any successor rule. If a full or partial settlement in cash would result, (i)
such a participant may not exercise a Stock Appreciation Right or any related
Stock Option during the first six months of the term of the Stock Appreciation
Right or Stock Option to be exercised; and (ii) such a participant may exercise
a Stock Appreciation Right only either: (A) during the period beginning on the
third business day following the date of release of quarterly or annual summary
statements of sales and earnings of the Company and ending on the twelfth
business day following such date, unless a different period is specified by Rule
16b-3(e) or any successor rule under the Act; (B) pursuant to an irrevocable
election to exercise made at least six months in advance of the effective date
of the election; or (C) pursuant to an election to exercise incident to death,
Normal Retirement, Disability or termination of employment. In the event of an
exercise of a Stock Appreciation Right during the exercise period prescribed by
Rule 16b-3(e) or any successor rule, the Committee may
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prescribe by rule of general application, such measure of Fair Market Value as
it may determine but not in excess of the highest per share closing sale price
of the Common Stock reported on the American Stock Exchange during such period
and, where a Stock Appreciation Right relates to an Incentive Stock Option, not
in excess of an amount consistent with the qualification of such Stock Option as
an "incentive stock option" under Section 422 of the Code.
SECTION 8. Restricted Stock Awards.
-----------------------
(a) NATURE OF RESTRICTED STOCK AWARD. The Committee may grant Restricted
Stock Awards to any employees of the Company or any Subsidiary. A Restricted
Stock Award is an Award entitling the recipient to acquire, at no cost or for a
purchase price determined by the Committee, shares of Stock subject to such
restrictions and conditions as the Committee may determine at the time of grant
("Restricted Stock"). A Restricted Stock Award may be granted to an employee by
the Committee in lieu of a cash bonus due to such employee pursuant to any other
plan of the Company.
(b) AWARD AGREEMENT. A participant who is granted a Restricted Stock Award
shall have no rights with respect to such Award unless the participant shall
have accepted the Award within 60 days (or such shorter date as the Committee
may specify) following the award date by making payment to the Company by
certified or bank check or other instrument or form of payment acceptable to the
Committee in an amount equal to the specified purchase price, if any, of the
shares covered by the Award and by executing and delivering to the Company a
Restricted Stock Award Agreement in such form as the Committee shall determine.
(c) RIGHTS AS A SHAREHOLDER. Upon complying with Section 8(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 8 and subject to such other conditions contained in
the Award Agreement. Unless the Committee shall otherwise determine,
certificates evidencing shares of Restricted Stock shall remain in the
possession of the Company until such shares are vested as provided in Section
8(e) below.
(d) RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Restricted Stock at their purchase
price, or to require forfeiture of such shares to the Company if acquired at no
cost, from the participant or the participant's legal representative. The
Company must exercise such right of repurchase or forfeiture not later than the
60th day following such termination of employment (unless otherwise specified in
the Award Agreement).
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(e) VESTING OF RESTRICTED STOCK. The Committee at the time of grant shall
specify the date or dates (which may depend upon or be related to the attainment
of performance goals and other conditions) on which the non-transferability of
the Restricted Stock and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates, the shares on which all restrictions
have lapsed shall no longer be Restricted Stock and shall be deemed "vested."
The Committee at any time may accelerate such date or dates and otherwise waive
or, subject to Section 13, amend any conditions of the Award.
(f) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Restricted Stock
Award Agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.
SECTION 9. Unrestricted Stock Awards.
-------------------------
The Committee may, in its sole discretion, grant (or sell at a purchase
price determined by the Committee) to any employees of the Company or any
Subsidiary shares of Stock free of any restrictions under the Plan
("Unrestricted Stock"). Shares of Unrestricted Stock may be granted or sold as
described in the preceding sentence in respect of past services or other valid
consideration. Upon the request of an employee and at the discretion of the
Committee, the Committee may grant an Unrestricted Stock Award to such employee
in lieu of a cash bonus due to such employee pursuant to any other plan of the
Company.
SECTION 10. Performance Share Awards.
------------------------
(a) NATURE OF PERFORMANCE SHARES. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independently of or in connection with the granting of any other Award under the
Plan. Performance Share Awards may be granted under the Plan to any employees of
the Company or any Subsidiary, including those who qualify for awards under
other performance plans of the Company. The Committee in its sole discretion
shall determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Shares; provided, however, that the
Committee may rely on the performance goals and other standards applicable to
other performance unit plans of the Company in setting the standards for
Performance Share Awards under the Plan.
(b) AWARD AGREEMENT. A participant shall have no rights with respect to a
Performance Share Award unless within 60 days of the grant of such Award, or
such shorter period as the Committee may specify, the participant shall have
accepted the Award by executing and delivering to the Company a Performance
Share Award Agreement in such form as the Committee shall determine.
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(c) RESTRICTIONS ON TRANSFER. Performance Share Awards and all rights with
respect to such Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.
(d) RIGHTS AS A SHAREHOLDER. A participant receiving a Performance Share
Award shall have the rights of a shareholder only as to shares actually received
by the participant under the Plan and not with respect to shares subject to the
Award but not actually received by the participant. A participant shall be
entitled to receive a stock certificate evidencing the acquisition of shares of
Stock under a Performance Share Award only upon satisfaction of all conditions
specified in the Performance Share Award Agreement.
(e) TERMINATION. Except as may otherwise be provided by the Committee
at any time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause).
(f) ACCELERATION, WAIVER, ETC. At any time prior to the participant's
termination of employment by the Company and its Subsidiaries, the Committee may
in its sole discretion accelerate, waive or, subject to Section 13, amend any or
all of the goals, restrictions or conditions imposed under any Performance Share
Award.
SECTION 11. Tax Withholding.
---------------
(a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the date
as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.
(b) PAYMENT IN SHARES. A participant may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Stock to be issued pursuant to any Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) transferring to
the Company shares of Stock owned by the participant with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the
withholding amount due. With respect to any participant who is a director or
officer of the Company within the meaning of Section 16(b) of the Act, the
following additional restrictions shall apply:
(A) the election to satisfy tax withholding obligations relating to an
Award in
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the manner permitted by this Section 11(b) shall be made either (1) during
the period beginning on the third business day following the date of
release of quarterly or annual summary statements of sales and earnings of
the Company and ending on the twelfth business day following such date, (2)
at least six months prior to the date as of which the receipt of such an
Award first becomes a taxable event for Federal income tax purposes, or (3)
incident to death, Normal Retirement, Disability or termination of
employment;
(B) such election shall be irrevocable;
(C) such election shall be subject to the consent or disapproval of
the Committee; and
(D) such election shall not be made within six months of the date of
grant of the Award.
SECTION 12. Transfer, Leave of Absence, Etc.
-------------------------------
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another;
(b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.
SECTION 13. Amendments and Termination.
--------------------------
The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise or
purchase price, but such price, if any, must satisfy the requirements which
would apply to the substitute or amended Award if it were then initially granted
under this Plan) for the purpose of satisfying changes in law or for any other
lawful purpose, but no such action shall adversely affect rights under any
outstanding Award without the holder's consent. However, no such amendment,
unless approved by the stockholders of the Company, shall be effective if it
would cause the Plan to fail to satisfy the incentive stock option requirements
of the Code, or cause transactions under the Plan to fail to satisfy the
requirements of Rule 16b-3 or any successor rule under the Act as in effect on
the date of such amendment, or to cause any member of the Committee to cease to
be a Disinterested Person with respect to this Plan or any other plan of the
Company.
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<PAGE> 15
SECTION 14. Status of Plan.
--------------
With respect to the portion of any Award which has not been exercised and
any payments in cash, stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.
SECTION 15. Change of Control Provisions.
----------------------------
Upon the occurrence of a Change of Control as defined in this Section 15:
(a) Subject to the requirements of Section 6(a)(x) in the case of Incentive
Stock Options, each Stock Option, Stock Appreciation Right and Performance Share
Award shall automatically become fully exercisable unless the Committee shall
otherwise expressly provide at the time of grant.
(b) Restrictions and conditions on Awards of Restricted Stock shall
automatically be deemed waived, and the recipients of such Awards shall become
entitled to receipt of the Stock subject to such Awards.
(c) To the extent Section 15(a) hereof is not applicable to any Stock
Options, Stock Appreciation Rights or Performance Share Awards, the Committee
may at any time prior to or after a Change of Control accelerate the
exercisability of any Stock Options, Stock Appreciation Rights and Performance
Share Awards to the extent it shall in its sole discretion determine.
(d) "Change of Control" shall mean the occurrence of any one of the
following events:
(i) any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Act) becomes a "beneficial owner" (as such term is defined in Rule
13d-3 promulgated under the Act) (other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company), directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the combined
voting power of the Company's then outstanding securities; or
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<PAGE> 16
(ii) persons who, as of February 26, 1992, constituted the Company's
Board (the "Incumbent Board") cease for any reason, including without
limitation as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the Board, provided that
any person becoming a director of the Company subsequent to February 26,
1992 whose election was approved by at least a majority of the directors
then comprising the Incumbent Board shall, for purposes of this Plan, be
considered a member of the Incumbent Board; or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or other entity,
other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 80% of the combined
voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation or (b) a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no "person" (as hereinabove
defined) acquires more than 50% of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.
SECTION 16. General Provisions.
------------------
(a) NO DISTRIBUTION, COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee may
require each person acquiring shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop-orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.
(b) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of the Plan does not confer upon any
employee any right to continued employment with the Company or any Subsidiary.
SECTION 17. Effective Date of Plan.
----------------------
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The Plan shall become effective upon approval by the holders of a majority
of the shares of capital stock of the Company present or represented and
entitled to vote at a meeting of stockholders. Subject to such approval by the
stockholders, and to the requirement that no Stock may be issued hereunder prior
to such approval, Stock Options and other Awards may be granted hereunder on and
after adoption of the Plan by the Board.
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GOODWIN, PROCTER & HOAR LLP
EXHIBIT 5.1
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
May 31, 1996
Instron Corporation
100 Royall Street
Canton, Massachusetts 02021
Re: Instron Corporation 1992 Stock Incentive Plan
---------------------------------------------
Dear Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 300,000 additional shares
(the "Shares") of Common Stock, par value $1.00 per share (the "Common Stock"),
of Instron Corporation (the "Company") which may be issued pursuant to awards
granted under the Company's 1992 Stock Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. We have examined the Restated Articles of
Incorporation and the Bylaws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as we have deemed necessary;
a Registration Statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement"); and such other certificates, receipts, records and
documents as we have considered necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of, and payment for, the Shares in accordance with the terms of the
Registration Statement, the Plan and the option agreements under the Plan, the
Shares will be legally issued, fully paid and non-assessable shares of the
Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale
<PAGE> 2
GOODWIN, PROCTER & HOAR LLP
Instron Corporation
May 31, 1996
Page 2
of securities. The foregoing further assumes that the purchase price paid for
the Shares is in excess of the par value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
--------------------------------
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Stockholders of Instron Corporation
We consent to the incorporation by reference in the Registration Statement
of Instron Corporation on Form S-8 of our reports dated February 22, 1996, on
our audits of the consolidated financial statements and financial statement
schedule of Instron Corporation as of December 31, 1995 and 1994, and for the
years ended December 31, 1995, 1994, 1993 which reports are incorporated by
reference in the Company's 1995 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 31, 1996
