<PAGE> 1
As filed with the Securities and Exchange Commission on May 26, 1998
Registration Statement No.____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LABARGE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 73-0574586
- -------------------------- -------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124
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(Address of Principal Executive Offices) (Zip Code)
LABARGE, INC. EMPLOYEE STOCK PURCHASE PLAN
------------------------------------------
(Full title of the plan)
William J. Maender
Vice President and Chief Financial Officer
LaBarge, Inc.
9900A Clayton Road
St. Louis, Missouri 63124
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(Name and address of agent for service)
(314) 997-0800
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per share aggregate offering price registration fee
-------------------- ------------- ------------------------ ------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 shares $3.9375(2) $3,346,875 $1,015.00
value $.01 per share
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</TABLE>
(1) Pursuant to Rule 416(c), also registered hereby are such additional
indeterminate number of shares of the Registrant's Common Stock as may
be required pursuant to the anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h), the offering price is
calculated as 85% of the closing price of the Registrant's Common Stock
as quoted on the American Stock Exchange on May 21, 1998. The shares
will be purchased under the Plan at the lower of 85% of market on the
first or last day of each Plan period.
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<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by LaBarge, Inc. (the
"Company" or "Registrant") and relates to 1,000,000 shares of the Company's
Common Stock issuable under the LaBarge, Inc. Stock Purchase Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1: Plan Information.*
ITEM 2: Registrant Information and Employee Plan Annual Information.*
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by LaBarge, Inc. (the
"Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report filed on Form 10-K for the
fiscal year ended June 29, 1997 pursuant to Section 13(a) of
the Securities Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 since the end of 1997; and
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 No. 33-23137,
effective September 28, 1988.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
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<PAGE> 3
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which officers and directors of the Company
may be indemnified against any liabilities which they may incur in their
capacity as such. Article VII of the Company's by-laws, as amended, provides for
the indemnification of directors and officers of the Company against certain
liabilities under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 by the Company may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company understands that the Securities and Exchange Commission
is of the opinion that such indemnification is against public policy as
expressed in said Act and therefore may be unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS. The following Exhibits are filed as a part of this
Registration Statement:
EXHIBIT DESCRIPTION
4.1 Restated Certificate of Incorporation dated October 26, 1995,
previously filed as Exhibit 3.1(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended October 1, 1995 and
incorporated herein by reference.
4.1(a) Amendment to Certificate of Incorporation dated November 14,
1997, previously filed as Exhibit 3.1(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
28, 1997 and incorporated herein by reference.
II-2
<PAGE> 4
4.2 By-Laws, as amended, previously filed as Exhibit 3.2(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
October 1, 1995 and incorporated herein by reference.
4.3 LaBarge, Inc. Employee Stock Purchase Plan
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding
legality of shares being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Armstrong, Teasdale, Schlafly & Davis
(incorporated in Exhibit 5 described above).
25 Powers of Attorney (See Signature Page).
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
II-3
<PAGE> 5
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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 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 in the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act 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 St. Louis County, State of Missouri, on May 26, 1998.
LABARGE, INC.
By: /s/Craig E. LaBarge/s/
-----------------------------------
Craig E. LaBarge
President and Chief Executive Officer
<PAGE> 6
Each person whose signature appears below constitutes and appoints
Craig E. LaBarge and William J. Maender his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
re-substitution, for him and in his name, place or stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
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 hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Pierre L. LaBarge, Jr./s/ Chairman Emeritus and 5/26/98
- ------------------------------ Director
Pierre L. LaBarge, Jr.
/s/Craig E. LaBarge/s/ President (Chief Executive Officer) 5/26/98
- ---------------------- and Director
Craig E. LaBarge
/s/William J. Maender/s/ Vice President-Finance (Chief 5/26/98
- ------------------------- Financial and Accounting Officer)
William J. Maender and Secretary
/s/Gus G. Casten/s/ Director 5/26/98
- ---------------------
Gus G. Casten
/s/Robert H. Chapman/s/ Director 5/26/98
- -------------------------
Robert H. Chapman
/s/Richard P. Conerly/s/ Director 5/26/98
- --------------------------
Richard P. Conerly
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/R. Hal Dean/s/ Director 5/26/98
- -------------------
R. Hal Dean
/s/Edward J. Nestor, Jr./s/ Director 5/26/98
- ------------------------------
Edward J. Nestor, Jr.
/s/James P. Shanahan, Jr./s/ Director 5/26/98
- ------------------------------
James P. Shanahan, Jr.
/s/Jack E. Thomas, Jr./s/ Director 5/26/98
- --------------------------
Jack E. Thomas, Jr.
/s/J. C. Kuhn/s/ Director 5/26/98
- -------------------
J.C. Kuhn
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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<S> <C> <C>
4.1 Restated Certificate of Incorporation dated October 26, 1995,
previously filed as Exhibit 3.1(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended October 1, 1995 and
incorporated herein by reference.
4.1(a) Amendment to Certificate of Incorporation dated November 14, 1997,
previously filed as Exhibit 3.1(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 28, 1997 and
incorporated herein by reference.
4.2 By-Laws, as amended, previously filed as Exhibit 3.2(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
October 1, 1995 and incorporated herein by reference.
4.3 LaBarge, Inc. Employee Stock Purchase Plan.
5 Opinion of Armstrong, Teasdale, Schlafly & Davis regarding legality
of shares being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Armstrong, Teasdale, Schlafly & Davis (incorporated in
Exhibit 5 described above).
25 Powers of Attorney (See Signature Page).
</TABLE>
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<PAGE> 1
EXHIBIT 4.3
LABARGE, INC. EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
1.01 Purpose
The LaBarge, Inc. Employee Stock Purchase Plan (the "Plan") is intended
to provide a method whereby Employees of LaBarge, Inc., a Delaware corporation,
and its subsidiary corporations (hereinafter collectively referred to as the
"Company") will have an opportunity to acquire a proprietary interest in
LaBarge, Inc. through the purchase of shares of the common stock of LaBarge,
Inc. It is the intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986,
as amended (the "Code"). The provisions of the Plan shall be construed so as
to extend and limit participation in a manner consistent with the requirements
of that section of the Code.
ARTICLE II - DEFINITIONS
2.01 Administrator
"Administrator" means the Company's agent for administering the Plan.
The Administrator shall be appointed by the Committee pursuant to Section 11.02.
2.02 Base Pay
"Base Pay" shall mean regular, straight-time earnings excluding
payments for overtime, shift premium, bonuses and other special payments,
commissions and other marketing incentive payments.
2.03 Board
"Board" means the board of directors of LaBarge, Inc.
2.04 Committee
"Committee" means the Compensation Committee of the Board.
2.05 Employee
"Employee" means any person who is customarily employed on a full-time
or part-time basis by the Company and is regularly scheduled to work more than
twenty hours per week.
2.06 Offering
"Offering" means the Company's offer to sell Stock during an Offering
Period.
<PAGE> 2
2.07 Offering Period
"Offering Period" means the period commencing the first day of each
calendar quarter and ending the last day of such calendar quarter commencing
with the calendar quarter starting July 1, 1998.
2.08 Offering Commencement Date
"Offering Commencement Date" means the first day of each Offering
Period.
2.09 Offering Termination Date
"Offering Termination Date" means the last day of each Offering Period.
2.10 Option
"Option" means the right to purchase Stock pursuant to this Plan.
2.11 Participant
"Participant" means an Employee who elects to participate in the Plan.
2.12 Plan Account
"Plan Account" means the record of a Participant's full and fractional
shares of Stock held by the Administrator. A Participant's Plan Account and the
shares held in such account will be fully vested in the Participant and
nonforfeitable by the Participant. A Participant's Plan Account will be held in
his or her name as beneficial owner; provided, however, that a Participant may
cause the Administrator to add his or her Spouse as a co-owner of the Plan
Account and may specify the type of ownership such as tenants in common, joint
tenants with the right of survivorship or tenants by the entireties.
2.13 Plan Year
"Plan Year" means the annual accounting period for the Plan beginning
and ending on January 1 and December 31 of each year except that the first Plan
Year shall be the period beginning July 1, 1998 and ending December 31, 1998.
2.14 Spouse
"Spouse" means a person who is alive and married to the Participant
within the meaning of the laws of the State of the Participant's residence as
evidenced by a valid marriage certificate or other proof acceptable to the
Committee.
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2.15 Stock
"Stock" means common stock of LaBarge, Inc., par value $.01 per share.
2.16 Subsidiary Corporation
"Subsidiary Corporation" means any present or future corporation which
(i) would be a "subsidiary corporation" of LaBarge, Inc. as that term is defined
in Section 424 of the Code, and (ii) is designated as a participating company
in the Plan by the Committee.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility
An Employee who shall have completed ninety days of consecutive
employment with and shall be employed by the Company on the date his or her
participation in the Plan is to become effective shall be eligible to
participate in Offerings which commence on or after such ninety day period has
concluded.
3.02 Leave of Absence
For purposes of participation in the Plan, a person on leave of absence
shall be deemed to be an Employee for the first ninety days of such leave of
absence and such Employee's employment with the Company shall be deemed to have
terminated at the close of business on the ninetieth day of such leave of
absence unless such Employee shall have returned to regular employment of the
Company (as the case may be) prior to the close of business on such ninetieth
day. Termination by the Company of any Employee's leave of absence, other than
termination of such leave of absence on return to employment with the Company,
shall terminate an Employee's employment for all purposes of the Plan and shall
terminate such Employee's participation in the Plan and right to exercise any
Option.
3.03 Restrictions on Participations
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an Option to participate in the Plan:
(a) if, immediately after the grant, such Employee would own
Stock, and/or hold outstanding options to purchase Stock, possessing five
percent or more of the total combined voting power or value of all classes of
stock of LaBarge, Inc. (for purposes of this paragraph, the rules of Section
424(d) of the Code shall apply in determining such stock ownership of any
Employee); or
(b) which permits his or her rights to purchase Stock under
all employee stock purchase plans, as defined in Section 423 of the
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<PAGE> 4
Code, of the Company to accrue at a rate which exceeds $25,000 in fair market
value of the Stock (determined at the time such Option is granted) for each
calendar year in which such Option is outstanding.
3.04 Commencement of Participation
An eligible Employee may become a Participant by completing an
authorization for a payroll deduction on the form provided by the Company and
filing it with the office of the Treasurer of LaBarge, Inc. on or before the
date set therefor by the Committee, which date shall be prior to the Offering
Commencement Date for the Offering (as such terms are defined below). Payroll
deductions for a Participant shall commence on the applicable Offering
Commencement Date when his or her authorization for a payroll deduction becomes
effective and shall end on the Offering Termination Date of the Offering to
which such authorization is applicable unless sooner terminated by the
Participant as provided in Article VIII.
ARTICLE IV - OFFERINGS
4.01 Stock Subject to Options
The aggregate number of shares of Stock which may be issued under
Options under this Plan shall not exceed 1,000,000 shares of Stock, except for
adjustments under Section 12.04. Shares optioned and not accepted, or, if
accepted, not purchased, shall continue to be available for inclusion in any
subsequent Options which may be granted under the Plan.
4.02 Quarterly Offerings
The Board shall determine the number of shares of Stock, subject to the
aggregate limits of Section 4.01, to be offered under the Plan before the first
day of each Offering Period commencing with the Offering Period starting July 1,
1998.
ARTICLE V - PAYROLL DEDUCTIONS
5.01 Amount of Deduction
At the time a Participant files his or her authorization for payroll
deduction, he or she shall elect to have deductions made from his or her pay on
each payday during the time he or she is a Participant in an Offering at the
rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10 percent of his or her Base Pay in effect
at the Offering Commencement Date of such Offering, provided, however, that such
payroll deduction must not be less than $5.00 for a payroll period. In the case
of an hourly Employee, such Employee's Base Pay during an Offering shall be
determined by multiplying such Employee's hourly rate of pay in effect on the
Offering Commencement Date by
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<PAGE> 5
the number of regularly scheduled hours of work for such Employee during such
Offering.
5.02 Participant's Account
All payroll deductions made for a Participant shall be credited to his
or her account under the Plan. A Participant may not make any separate cash
payment into such account. Payroll deductions shall be deposited with the
Company's general funds.
5.03 Changes in Payroll Deductions
A Participant may discontinue his or her participation in the Plan as
provided in Article VIII, but no other change can be made during an Offering
and, specifically, a Participant may not alter the amount of his or her payroll
deductions for that Offering.
5.04 Leave of Absence
If a Participant goes on a leave of absence, such Participant shall
have the right to elect: (a) to withdraw the balance in his or her account
pursuant to Section 7.02, (b) to discontinue contributions to the Plan but
remain a Participant in the Plan, or (c) remain a Participant in the Plan during
such leave of absence, authorizing deductions to be made from payments by the
Company to the Participant during such leave of absence.
ARTICLE VI - GRANTING OF OPTION
6.01 Number of Option Shares
On the Offering Termination date of each Offering, a Participant shall
purchase a number of full and fractional shares of Stock equal to the amount
withheld from his or her Base Pay during the Offering divided by the Option
Price as determined under Section 6.02.
6.02 Option Price
The Option Price of Stock purchased with payroll deductions made during
such Offering for a Participant therein shall be the lower of:
(a) eighty-five percent of the closing price of the Stock on
the Offering Commencement Date or the nearest prior business day on which
trading of Stock occurred on the American Stock Exchange; or
(b) eighty-five percent of the closing price of the Stock on
the Offering Termination Date or the nearest prior business day on which trading
of Stock occurred on the American Stock Exchange. If the Stock is not admitted
to trading on any of the aforesaid dates for which closing prices of the Stock
are to be
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<PAGE> 6
determined, then reference shall be made to the fair market value of
the Stock on that date, as determined on such basis as shall be established or
specified for the purpose by the Committee.
ARTICLE VII - EXERCISE OF OPTION
7.01 Automatic Exercise
Unless a Participant gives written notice to the Company as hereinafter
provided, his or her Option for the purchase of Stock with payroll deductions
made during any Offering will be deemed to have been exercised automatically on
the Offering Termination Date applicable to such Offering, for the purchase of
the number of full shares of Stock which the accumulated payroll deductions in
his or her account at that time will purchase at the applicable Option price.
7.02 Withdrawal of Account
By written notice to the Treasurer of the Company, at any time prior to
the Offering Termination Date applicable to any Offering, a Participant may
elect to withdraw all the accumulated payroll deductions in his or her account
at such time.
7.03 Transferability of Option
During a Participant's lifetime, Options held by such Participant shall
be exercisable only by that Participant.
7.04 Delivery of Stock
As promptly as practicable after the Offering Termination Date of each
Offering, the Company will cause to be transferred to each Participant's Plan
Account the shares evidencing Stock purchased upon exercise of his or her
Option.
ARTICLE VIII - WITHDRAWAL
8.01 In General
As provided in Section 7.02, a Participant may withdraw payroll
deductions credited to his or her account under the Plan at any time by giving
written notice to the Treasurer of LaBarge, Inc. All of the Participant's
payroll deductions credited to his or her account will be paid to him promptly
after receipt of his or her notice of withdrawal, and no further payroll
deductions will be made from his or her pay during such Offering. The Company
may, at its option, treat any attempt to borrow by a Employee on the security of
his or her accumulated payroll deductions as an election to withdraw such
deductions.
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<PAGE> 7
8.02 Effect on Subsequent Participation
A Participant's withdrawal from any Offering will not have any effect
upon his or her eligibility to participate in any succeeding Offering or in any
similar plan which may hereafter be adopted by the Company.
8.03 Termination of Employment
Upon termination of the Participant's employment for any reason,
including retirement (but excluding death while in the employ of the Company or
continuation of a leave of absence for a period beyond ninety days), the payroll
deductions credited to his or her account will be returned to him or her, or, in
the case of his or her death subsequent to the termination of his or her
employment, to the person or persons entitled thereto under Section 12.01.
8.04 Termination of Employment Due to Death
Upon termination of the Participant's employment because of his or her
death, his or her beneficiary (as defined in Section 12.01) shall be paid within
sixty days commencing with the date of the death of the Participant the payroll
deductions credited to the Participant's account under the Plan.
8.05 Leave of Absence
A Participant on leave of absence shall, subject to the election made
by such Participant pursuant to Section 5.04, continue to be a Participant in
the Plan so long as such Participant is on continuous leave of absence. A
Participant who has been on leave of absence for more than ninety days and who
therefore is not an Employee for the purpose of the Plan shall not be entitled
to participate in any Offering commencing after the ninetieth day of such leave
of absence. Notwithstanding any other provisions of the Plan, unless a
Participant on leave of absence returns to regular full-time or part-time
employment with the Company at the earlier of: (a) the termination of such leave
of absence or (b) three months from the ninetieth day of such leave of absence,
such Participant's participation in the Plan shall terminate on whichever of
such dates first occurs.
ARTICLE IX - INTEREST
9.01 Payment of Interest
No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any Participant.
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<PAGE> 8
ARTICLE X - STOCK
10.01 Maximum Shares
If the total number of shares of Stock for which Options are exercised
on any Offering Termination Date in accordance with Article VI exceeds the
maximum number of shares of Stock for the applicable Offering, the Company shall
make a pro rata allocation of the shares of Stock available for delivery and
distribution in a nearly uniform a manner as shall be practicable and as it
shall determine to be equitable, and the balance of payroll deductions credited
to the account of each Participant under the Plan shall be returned to him or
her as promptly as possible.
10.02 Participant's Interest in Option Stock
The Participant will have no interest in Stock covered by his or her
Option until such Option has been exercised at the Offering Termination Date for
any offering.
10.03 Registration of Stock
Stock to be delivered to a Participant's Plan Account will be
registered in the name of the Participant as the beneficial, or, if the
Participant so directs by written notice to the Treasurer of the Company, in the
names of the Participant and his or her Spouse, as provided by Section 2.12.
10.04 Restrictions on Exercise
The Board may, in its discretion, require as conditions to the exercise
of the any Option that the shares of Stock reserved for issuance upon the
exercise of the Option shall have been duly listed, upon official notice of
issuance, upon a stock exchange, and that either:
(a) a Registration Statement under the Securities Act of 1933,
as amended, with respect to said shares shall be effective, or
(b) the Participant shall have represented at the time of
purchase, in form and substance satisfactory to the Company, that it is his or
her intention to purchase the shares for investment and not for resale or
distribution.
ARTICLE XI - ADMINISTRATION
11.01 Appointment of Committee
The Committee shall administer the Plan.
11.02 Authority of Committee
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<PAGE> 9
Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive. The Committee may delegate all or a portion of its duties
to an Administrator to facilitate the purchase and transfer of shares of Stock
and to otherwise assist in the administration of the Plan.
ARTICLE XII - MISCELLANEOUS
12.01 Designation of Beneficiary
A Participant may file a written designation of a beneficiary who is to
receive any cash credited to his or her account at the time of his or her death.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Treasurer of LaBarge, Inc. Upon the death of a Participant
and upon receipt by the Company of proof of identity and existence at the
Participant's death of a beneficiary validly designated by him under the Plan,
the Company shall pay such cash to the beneficiary in accordance with Section
8.04. In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Participant's death, the Company shall pay cash to the executor or administrator
of the estate of the Participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may pay cash to the Spouse or to any one or more dependents of the
Participant as the Company may designate. No beneficiary shall, prior to the
death of the Participant by whom he or she had been designated, acquire any
interest in the Stock or cash credited to the Participant under the Plan.
12.02 Transferability
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an Option or to receive Stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 7.02.
12.03 Use of Funds
All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose and the Company shall not
be obligated to segregate such payroll deductions.
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12.04 Adjustment Upon Changes in Capitalization
(a) If, while any Options are outstanding, the outstanding
shares of Stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification, stock split,
reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made by the Committee in the number and/or kind of shares
which are subject to purchase under outstanding Options and on the Option
exercise price or prices applicable to such outstanding options. In addition, in
any such event, the number and/or kind of shares of Stock which may be offered
in the Offerings described in Article IV hereof shall also be proportionately
adjusted. No adjustments shall be made for stock dividends. For the purposes of
the Paragraph, any distribution of shares of Stock to shareholders in an amount
aggregating twenty percent or more of the outstanding shares of Stock shall be
deemed a stock split and any distributions of shares aggregating less than
twenty percent of the outstanding shares of Stock shall be deemed a stock
dividend.
(b) Upon the dissolution or liquidation of LaBarge, Inc., or
upon a reorganization, merger or consolidation of LaBarge, Inc. with one or more
corporations as a result of which LaBarge, Inc. is not the surviving
corporation, or upon a sale of substantially all of the property or Stock of
LaBarge, Inc. to another corporation, the holder of each Option then outstanding
under the Plan will thereafter be entitled to receive at the next Offering
Termination Date upon the exercise of such Option for each share of Stock as to
which such option shall be exercised, as nearly as reasonably may be determined,
the cash, securities and/or property which a holder of one share of the Stock
was entitled to receive upon and at the time of such transactions. The Board
shall take such steps in connection with such transactions as the Board shall
deem necessary to assure that the provisions of this Section 12.04 shall
thereafter be applicable, as nearly as reasonably may be determined, in relation
to the said cash, securities and/or property as to which such holder of such
Option might thereafter be entitled to receive.
12.05 Amendment and Termination
The Board shall have complete power and authority to terminate or amend
the Plan; provided, however, that the Board shall not, without the approval of
the stockholders of LaBarge, Inc. (i) increase the maximum number of shares
which may be issued under any Offering (except pursuant to Section 12.04); (ii)
amend the requirements as to the class of Employees eligible to purchase stock
under the Plan or permit the members of the Committee to purchase stock under
the Plan. No termination, modification or amendment of the Plan may, without the
consent of an Employee then having an Option under the Plan to purchase Stock,
adversely affect the rights of such Employee under such Option.
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12.06 Effective Date
The Plan shall become effective as of July 1, 1998, subject to approval
by the holders of the majority of the Stock present and represented at a special
or annual meeting of the shareholders of LaBarge, Inc. held on or before
December 31, 1998. If the Plan is not so approved, the Plan shall not become
effective and all funds withheld from the Base Pay of Participants shall be
returned to such Participants without interest.
12.07 No Employment Rights
The Plan does not, directly or indirectly, create any right for the
benefit of any Employee or class of Employees to purchase any shares of Stock
under the Plan, or create in any Employee or class of Employees any right with
respect to continuation of employment by the Company, and it shall not be deemed
to interfere in any way with the Company's right to terminate, or otherwise
modify, an Employee's employment at any time.
12.08 Effect of Plan
The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each Participant,
including, without limitation, such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy or representative of creditors of such Participant.
12.09 Headings
The headings are inserted for convenience only and shall not affect the
meaning or interpretation of the Plan.
12.10 Terms
Terms in the singular shall be deemed to include the plural, and vice
versa, wherever the context so permits or requires.
12.11 Governing Law
The law of the State of Delaware will govern all matters relating to
this Plan except to the extent it is superseded by the laws of the United
States.
IN WITNESS WHEREOF, this Plan is adopted this 28th day of January,
1998.
LaBARGE, INC.
By:/s/Craig E. LaBarge/s/
------------------------
President
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EXHIBIT 5
[ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]
May 26, 1998
Board of Directors
LaBarge, Inc.
9900A Clayton Road
St. Louis, Missouri 63124
Gentlemen:
In our capacity as counsel for LaBarge, Inc., a Delaware corporation
(the "Company"), we have examined the Registration Statement on Form S-8 (the
"Registration Statement") proposed to be filed by the Company with the
Securities and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, relating to up to 1,000,000 shares of common stock, par
value $.01 per share (the "Common Stock"), to be offered by the Company to its
employees pursuant to options issued under the Company's Employee Stock
Purchase Plan (the "Plan"). In connection herewith, we have examined such
records, documents and proceedings as we deem relevant and necessary as a basis
for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that:
1. The shares of Common Stock referred to above, to the extent
actually issued pursuant to the Plan, will have been duly and
validly authorized and issued and will be fully paid and non-
assessable shares of the Company;
2. Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of the Common Stock of
the Company.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
ARMSTRONG, TEASDALE, SCHLAFLY &
DAVIS
/s/ Armstrong, Teasdale, Schlafly
& Davis
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
LaBarge, Inc.:
We consent to incorporation by reference in the Registration Statement No.
____________ on Form S-8 of LaBarge, Inc. of our report dated August 8, 1997,
relating to the consolidated balance sheets of LaBarge, Inc. and subsidiaries
as of June 29, 1997 and June 30, 1996, and the related consolidated statements
of operations, stockholders' equity and cash flows, and related schedule for
each of the years in the three-year period ended June 29, 1997, which report
appears in the June 29, 1997 Annual Report on Form 10-K of LaBarge, Inc.
/s/ KPMG Peat Marwick
St. Louis, Missouri
May 26, 1998
