<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1996
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
AMERICAN SCIENCE AND ENGINEERING, INC.
---------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2440991
------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification. No.)
829 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
---------------
AMERICAN SCIENCE AND ENGINEERING, INC.
1993 STOCK OPTION PLAN FOR NEW NON-EMPLOYEE DIRECTORS
1994-1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1994-1995 STOCK OPTION PLAN FOR NEW EMPLOYEES
RALPH SHERIDAN EMPLOYMENT AGREEMENT
-------------------------------------------------------
(Full Title of Plan)
JEFFREY A. BERNFELD
AMERICAN SCIENCE AND ENGINEERING, INC.
829 MIDDLESEX TURNPIKE
BILLERICA, MASSACHUSETTS 01821
------------------------------------
(Name and Address of Agent for Service)
(508) 262-8700
------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.66 2/3 par value 391,000 (2) $11.56 (3) $4,519,960 (3) $1,558.61
================================================================================================
</TABLE>
================================================================================
(footnotes on next page)
Total Number of Pages______ Exhibit Index at Page 9
<PAGE> 2
- -------------------
(footnotes)
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Includes (a) 10,000 shares that may be issued upon exercise of options
issued under the 1993 Stock Option Plan for New Non-Employee Directors, (b)
35,000 shares that may be issued upon exercise of options issued under the
1994-1995 Stock Option Plan for Non-Employee Directors, (c) 216,000 shares that
may be issued upon exercise of options issued under the 1994-1995 Stock Option
Plan for New Employees, and (d) 130,000 shares which may be issued under the
Ralph Sheridan Employment Agreement. Such presently indeterminable number of
additional shares of Common Stock are also registered hereunder as may be issued
in the event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other similar change in Common Stock.
(3) Based upon the average high and low prices for the Registrant's Common
Stock, $.66 2/3 par value (the "Common Stock"), on June 6, 1996 as reported by
the American Stock Exchange.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's latest Annual Report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or either (i) the latest
prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the "Securities Act"), that contains
audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed or (ii)
the Registrant's effective Registration Statement on Form 10
filed under the Exchange Act containing audited financial
statements for the Registrant's latest fiscal year;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant's documents
referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A (File
No. 1-06549) filed under the Exchange Act with the
Securities and Exchange Commission.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the shares of Common Stock to be issued upon exercise
of options granted under the American Science and Engineering, Inc. 1993 Stock
Option Plan for New Non-Employee Directors, 1994-1995 Stock Option Plan for
Non-Employee Directors, 1994-1995 Stock Option Plan for New Employees and the
Ralph Sheridan Employment Agreement, has
-3-
<PAGE> 4
been passed upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One
Financial Center, Boston, Massachusetts 02111.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 67 of Chapter 156B of the Massachusetts General Laws permits the
indemnification of directors and officers to the extent authorized by the
Articles of Organization or By-Laws of a corporation or by a vote of the
stockholders. Except as otherwise provided by the Articles of Organization or
By-Laws, indemnification of persons who are not directors of a corporation may
be provided to the extent authorized by the directors. No indemnification may be
provided for any person with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation.
Article VI of the Registrant's By-Laws provides in substance that the
Registrant shall indemnify any person who was or is a party or was threatened to
be made a party to any threatened, pending or completed action or suit, by
reason of the fact that he is or was serving as a director or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
trustee or officer of another corporation or entity, against expenses actually
incurred by such person in connection with any civil action, suit or proceeding
to which such person may be made a party, or by which such person shall be
threatened, by reason of any alleged act or failure to act in his present or
former capacity as a director or officer of the Registrant or as a director,
trustee or officer of such affiliated corporation or entity, provided, however,
that no person has the right to indemnification in relation to any matter as to
which such person shall have been finally adjudged in any legal proceeding not
to have acted in good faith and the reasonable belief that his action was in the
best interest of the Registrant. In the event of any settlement of any action,
suit or proceeding, the right to indemnification is limited to matters as to
which the Registrant is advised by counsel that such settlement is reasonable
and that such person has acted in good faith and the reasonable belief that his
action was in the best interest of the Registrant. The right of indemnification
contained in the Registrant's By-Laws is non-exclusive and is in addition to any
other rights such person may have.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the Registrant's By-Laws, or otherwise, the Registrant
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
-4-
<PAGE> 5
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
- ---------- ----------------------
4.1 Restated Articles of Organization of the Registrant (filed as
Exhibit 3A to the Registrant's Registration Statement on Form S-1
(Registration No. 2-27345) (the "Form S-1"), and incorporated
herein by reference).
4.2 Articles of Amendment to the Restated Articles of Organization of
the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
Registration Statement on Form S-7 (Registration No. 2-56452)
(the "Form S-7"), and incorporated herein by reference).
4.3 Articles of Amendment to the Restated Articles of Organization of
the Registrant (filed as Exhibit 12 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1976, and
incorporated herein by reference).
4.4 By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
the Form S-7 and incorporated herein by reference).
4.5 Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
the Form S-7, and incorporated herein by reference).
4.6 Common Stock Purchase Warrant, dated July 18, 1995, issued in the
name of Grayson & Associates (filed as Exhibit 4.6 to the
Company's Registration Statement on Form S-3) (Registration No.
33-61903) (the "Form S-3"), and incorporated herein by
reference).
4.7 Subscription Agreement, dated July 8, 1995, between the Company
and Samuel International Investors, L.D.C. (filed as Exhibit 4.7
to the Form S-3, and incorporated herein by reference).
4.8 Common Stock Purchase Warrant, in the form issued to certain of
the Company's lenders, with schedule of lenders, exercise prices
and share amounts attached (filed as Exhibit 4.8 to the Company's
Form S-3, and incorporated herein by reference).
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer
23.1 Consent of Brown, Rudnick, Freed & Gesmer (contained in its
opinion filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
-5-
<PAGE> 6
23.3 Letter of Arthur Andersen LLP.
24 Power of Attorney.
99.1 1993 Stock Option Plan for New Non-Employee Directors.
99.2 1994-1995 Stock Option Plan for Non-Employee Directors.
99.3 1994-1995 Stock Option Plan for New Employees.
99.4 Ralph Sheridan Employment Agreement (filed as Exhibit 10(b)(v) to
the Company's Annual Report on Form 10-K for the year ended April
11, 1994 and incorporated herein by reference).
Item 9. Undertakings.
------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the
-6-
<PAGE> 7
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to, and meeting the
requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described under
"Item 6 --- Indemnification of Directors and Officers" above, 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.
-7-
<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Billerica, Commonwealth of Massachusetts, on
June 7, 1996.
American Science and Engineering, Inc.
/s/Ralph S. Sheridan
----------------------------------
By: Ralph S. Sheridan, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
- ---- -------- ----
/s/Ralph S. Sheridan President and Director June 7, 1996
- ------------------------- (Principal Executive
Ralph S. Sheridan Officer)
/s/Lee C. Steele Vice President and June 7, 1996
- ------------------------- Treasurer (Principal
Lee C. Steele Financial Officer)
/s/Herman Feshbach Director June 7, 1996
- -------------------------
Herman Feshbach
/s/Alfred M. Gladen Director June 7, 1996
- -------------------------
Alfred M. Gladen
/s/Hamilton W. Helmer Director June 7, 1996
- -------------------------
Hamilton W. Helmer
/s/Donald J. McCarren Director June 7, 1996
- -------------------------
Donald J. McCarren
-8-
<PAGE> 9
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
4.1 Restated Articles of Organization of the Registrant (filed as
Exhibit 3A to the Registrant's Registration Statement on Form S-1
(Registration No. 2-27345) (the "Form S-1"), and incorporated
herein by reference). *
4.2 Articles of Amendment to the Restated Articles of Organization of
the Registrant (filed as Exhibit 2(a)(ii)(B) to the Registrant's
Registration Statement on Form S-7 (Registration No. 2-56452)
(the "Form S-7"), and incorporated herein by reference). *
4.3 Articles of Amendment to the Restated Articles of Organization of
the Registrant (filed as Exhibit 12 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1976, and
incorporated herein by reference). *
4.4 By-Laws of the Company, as amended (filed as Exhibit 2(a)(iii) to
the Form S-7 and incorporated herein by reference). *
4.5 Specimen Certificate of Common Stock (filed as Exhibit 2(a)(i) to
the Form S-7, and incorporated herein by reference). *
4.6 Common Stock Purchase Warrant, dated July 18, 1995, issued in the
name of Grayson & Associates (filed as Exhibit 4.6 to the
Company's Registration Statement on Form S-3) (Registration No.
33-61903) (the "Form S-3"), and incorporated herein by
reference). *
4.7 Subscription Agreement, dated July 8, 1995, between the Company
and Samuel International Investors, L.D.C. (filed as Exhibit 4.7
to the Form S-3, and incorporated herein by reference). *
4.8 Common Stock Purchase Warrant, in the form issued to certain of
the Company's lenders, with schedule of lenders, exercise prices
and share amounts attached (filed as Exhibit 4.8 to the Company's
Form S-3, and incorporated herein by reference). *
5 Opinion of Brown, Rudnick, Freed & Gesmer
23.1 Consent of Brown, Rudnick, Freed & Gesmer (contained in its
opinion filed as Exhibit 5)
23.2 Consent of Arthur Andersen LLP.
23.3 Letter of Arthur Andersen LLP.
24 Power of Attorney.
99.1 1993 Stock Option Plan for New Non-Employee Directors.
99.2 1994-1995 Stock Option Plan for Non-Employee Directors.
99.3 1994-1995 Stock Option Plan for New Employees.
99.4 Ralph Sheridan Employment Agreement (filed as Exhibit 10(b)(v) to
the Company's Annual Report on Form 10-K for the year ended April
11, 1994 and incorporated herein by reference). *
<FN>
- ----------------------------------
* Incorporated by reference and not filed herewith.
</TABLE>
-9-
<PAGE> 1
EXHIBIT 5
June 12, 1996
American Science and Engineering, Inc.
829 Middlesex Turnpike
Billerica, MA 01821
Re: American Science and Engineering, Inc.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are counsel for American Science and Engineering, Inc. (the "Company").
We have been asked to deliver this opinion in connection with the preparation
and filing with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 300,000 shares of the Company's Common
Stock, $.66 2/3 par value (the "Shares"). This opinion letter, together with
Schedule A attached hereto (the "Opinion Letter"), is being rendered in
connection with the filing of the Registration Statement.
The 300,000 Shares covered by the Registration Statement are issuable upon
exercise of options granted under the Company's 1995 Combination Stock Option
Plan (the "1995 Plan").
In connection with this Opinion Letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of the following documents (collectively, the "Documents"):
1. a certificate from the Secretary of State of the Commonwealth of
Massachusetts as of a recent date as to the legal existence and good standing of
the Company;
2. a copy of the Restated Articles of Organization of the Company, as
amended to date, and a certificate of the Clerk that there have been no further
amendments thereto;
3. a copy of the By-laws of the Company, as amended to date, certified by
the Clerk of the Company as presently being in effect;
4. votes of the Board of Directors of the Company relating to the approval
of the 1995 Plan, certified by the Clerk of the Company;
5. the 1995 Plan;
<PAGE> 2
June 12, 1996
Page 2
6. a letter from the Company's transfer agent as to the issued and
outstanding Shares; and
7. the Registration Statement.
We have assumed, for the purposes of our opinions herein, that the
conditions of the respective parties under the 1995 Plan have been or will be
satisfied in full.
We have, without independent investigation, relied upon the representations
and warranties of the various parties as to matters of objective fact contained
in the Documents.
In addition, this Firm, in rendering legal opinions, customarily makes
certain assumptions which are described in Schedule A hereto. In the course of
our representation of the Company in connection with the preparation of the
Registration Statement, nothing has come to our attention which causes us to
believe reliance upon any of these assumptions is inappropriate, and, with your
concurrence, the opinions hereafter expressed are based upon those assumptions.
The Enumerated Party referred to in Schedule A is the Company.
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, our opinion hereafter expressed is based solely upon
(1) our review of the Documents, (2) discussions with those of our attorneys who
have devoted substantive attention to the preparation of the Registration
Statement, and (3) such review of published sources of law as we have deemed
necessary.
Our opinions contained herein are limited to the laws of The Commonwealth
of Massachusetts and the Federal law of the United States of America.
We express no legal opinion upon any matter other than those explicitly
addressed below, and our express opinion therein contained shall not be
interpreted to be an implied opinion upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
and conditions of the 1995 Plan, the Shares will be validly issued, fully paid,
and non-assessable.
<PAGE> 3
June 12, 1996
Page 3
We hereby consent to the reference to this firm in the Registration
Statement and to the filing of this opinion as Exhibit (5)(a) to the
Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed &
Gesmer, P.C., a Partner
By: /s/ Steven R. London
-----------------------------
Steven R. London, a Member
<PAGE> 4
SCHEDULE A
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
--------------------
In rendering legal opinions, Brown, Rudnick, Freed & Gesmer makes certain
customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient legal
capacity to enter into such Documents.
2. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all signatures
are genuine.
3. All official public records are accurate, complete and properly indexed and
filed.
4. There has not been any mutual mistake of fact or misunderstanding, fraud,
duress, or undue influence by or among any of the parties to the Documents.
5. The conduct of the parties to the Documents has complied in the past and
will comply in the future with any requirement of good faith, fair dealing
and conscionability.
6. The Enumerated Party will obtain all permits and governmental approvals
required in the future and take all actions similarly required relevant to
its performance of its obligations under the Documents.
7. All parties to or bound by the Documents will act in accordance with, and
will refrain from taking any action that is forbidden by, the terms and
conditions of the Documents.
8. There are no agreements or understandings among the parties to or bound by
the Documents, and there is no usage of trade or course of prior dealing
among such parties, that would define, modify, waive, or qualify the terms
of any of the Documents.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 for the
American Science and Engineering, Inc. 1993 Stock Option Plan for New
Non-Employee Directors, 1994-1995 Stock Option Plan for Non-Employee Directors,
1994-1995 Stock Option Plan for New Employees, and Ralph Sheridan Employment
Agreement, to be filed June 12, 1996 of our reports dated June 27, 1995 included
in American Science and Engineering, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1995 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Boston, Massachusetts
June 5, 1996
<PAGE> 1
EXHIBIT 23.3
June 10, 1996
American Science and Engineering, Inc.:
We are aware that American Science and Engineering, Inc. has
incorporated by reference in this registration statement on Form S-8 for the
American Science and Engineering, Inc. 1993 Stock Option Plan for new
Non-Employee directors, 1994-1995 Stock Option Plan for Non-Employee Directors,
1994-1995 Stock Option Plan for New Employees, and Ralph Sheridan Employment
Agreement, to be filed June 12, 1996, its Form 10-Q for the quarters ended June
30, 1995, September 29, 1995 and December 29, 1995, which include our reports
dated August 11, 1995, November 1, 1995, and January 26, 1996, respectively,
covering the unaudited interim financial information contained therein. Pursuant
to Regulation C of the Securities of 1933, those reports are not considered a
part of the registration statement prepared or certified by our Firm or a report
prepared or certified by our Firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
Arthur Andersen LLP
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph S. Sheridan, Lee C. Steele, and Jeffrey
Bernfeld, and each of them, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities to sign any or all amendments,
including post-effective amendments, to the Form S-8 Registration Statement to
which this instrument is attached and to file such amendments, including
post-effective amendments, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
Name Capacity Date
- ---- -------- ----
/s/Ralph S. Sheridan President and Director June 7, 1996
- -------------------------- (Principal Executive
Ralph S. Sheridan Officer)
/s/Lee C. Steele Vice President and
- -------------------------- Treasurer (Principal June 7, 1996
Lee C. Steele Financial Officer)
/s/Alfred M. Gladen Director June 7, 1996
- --------------------------
Alfred M. Gladen
/s/Herman Feshbach Director June 7, 1996
- --------------------------
Herman Feshbach
/s/Hamilton W. Helmer Director June 7, 1996
- --------------------------
Hamilton W. Helmer
/s/Donald J. McCarren Director June 7, 1996
- --------------------------
Donald J. McCarren
<PAGE> 1
EXHIBIT 99.1
1993 STOCK OPTION PLAN
FOR NEW NON EMPLOYEE DIRECTORS
VOTED: That the establishment and naming of the 1993 Stock Option
- ------ Plan for New Non-Employee Directors, and the issuance of the
indicated number of stock options to the new non-employee
May 22, 1996 directors named below in lieu of the attempted grant of
options to said individuals under the 1987 General Stock
Option Plan, the conditions of which grant were not
satisfied, at an exercise price per share of $6.5375 be, and
hereby is, confirmed and approved:
Hamilton W. Helmer 5,000
Donald J. McCarren 5,000
<PAGE> 1
EXHIBIT 99.2
1994-1995 STOCK OPTION PLAN
FOR NON EMPLOYEE DIRECTORS
VOTED: That the compensation structure for non-employee Directors
- ------ as set out in a Memorandum entitled "Management
December 2, Recommendation for Board Compensation" dated November 29,
1994 1994 from Ralph Sheridan to the Directors, be adopted
effective retroactively to October 1, 1994, and that the
Chairman receive 50% of his total annual compensation in
stock and 50% in cash as set out in the Memorandum, a copy
of which is attached to these minutes.
VOTED: That the existing deferred compensation agreements between
- ------ the Company and certain of the Company's non-employee
December 2, Directors be terminated or modified, and that nonstatutory
1994 stock options be granted, as set out in a Memorandum
entitled "Revised Management Recommendation for Modification
of Director Deferred Compensation" dated December 2, 1994
from Ralph Sheridan to the Directors, a copy of which is
attached to these minutes, be adopted effective
retroactively to October 1, 1994.
VOTED: That the establishment and naming of the 1994-1995 Stock
- ------ Option Plan for Non-Employee Directors, and the issuance of
May 22, stock options to non-employee directors thereunder be, and
1996 hereby is, confirmed and approved.
<PAGE> 2
AS&E MEMORANDUM
TO: Board of Directors
FROM: Ralph Sheridan
SUBJECT: Management Recommendation for Board Compensation
DATE: November 29, 1994
================================================================================
In my memo to the Board on October 10, I proposed a compensation level for
Directors of approximately $9,600 for an expected level of six Board or
Committee meetings in a typical year, to be paid entirely in stock. This would
be an increase of approximately 100% over the cash compensation previously
payable in a typical year.
This memo proposes a fully articulated structure for this compensation
structure.
Management recommends that compensation of non-employee Directors for all
services as Directors during the period from October 1, 1994 through September
30, 1995, be as follows:
1. Each non-employee Director (except the chairman) will receive, promptly
following approval of this recommendation, shares of the common stock of
AS&E with a current value equivalent to $9,600, valued at the average price
of the stock on December 2, 1994.
2. The Chairman will receive the equivalent of $28,200, which is equivalent to
his current compensation. The full Board will determine the amount of this
to be paid in stock (valued at the average price of the stock on December
2, 1994) and in cash.
3. All stock compensation will be paid by delivery of restricted (Rule 144)
stock to each Director promptly following the annual meeting of the Board.
The cash portion of the Chairman's compensation will be paid quarterly at
the beginning of each fiscal quarter of the company during the ensuing
year.
4. At the annual meeting of the Board beginning in 1995 and in each subsequent
year, management will present a proposal structured similarly to paragraphs
1 and 2 above, setting out recommended compensation levels based on the
company's results for the prior year, the change in the company's stock
price during the year, the company's financial position, and (if available)
statistical information for compensation of Directors at comparable
companies.
<PAGE> 3
ASE MEMORANDUM
TO: Herman Feshbach, Hamilton Helmer, Donald McCarren, Ernest Moniz,
Marie Spaulding
FROM: Ralph Sheridan
SUBJECT: Revised Management Recommendation for Modification of Director
Deferred Compensation
DATE: December 2, 1994
================================================================================
This Memo sets forth the revised arrangements for deferred compensation of
Directors. Each of you currently has a Deferred Compensation Agreement which
provides for calculated payments to you for life, beginning at age 65.
<TABLE>
Management has proposed that certain of these agreements be bought out in return
for the granting of calculated numbers of nonqualified stock options, as
follows:
<CAPTION>
Action Options Now Options Yearly
------ ----------- --------------
<S> <C> <C> <C>
Herman Feshbach None 0 0
Hamilton Helmer Buy-out 13,000 7,000
Don McCarren Buy-out 14,000 7,000
Ernest Moniz Buy-out 32,000 7,000
Marie Spaulding Partial Buy-out? To Be Determined To Be Determined
</TABLE>
All options will be non-qualified, will be priced at the average stock market
price on the day of grant ($5.5625 on December 2, 1994, for the "Options Now"),
and will vest on the date of the next Annual Meeting of Stockholders.
"Options Now" will be granted to each specified Director promptly after the
December 2, 1994 meeting of the Board.
"Options Yearly" will be granted to each of the specified Directors on the date
of each Annual Meeting of Stockholders, starting in 1995 and continuing in
subsequent years, so long as he or she is re-elected at that meeting.
Options will be exercisable until the later of: (i) the tenth anniversary of the
date of grant or the optionholder's 65th birthday. The options will expire
earlier only if the optionholder ceases to be a Director prior to the date of
the first Annual Meeting of Stockholders after the date of grant.
<PAGE> 4
Management will provide Marie Spaulding with information to allow her to
determine what portion of the Deferred Compensation, if any, will be bought out
for options, calculated on the same basis as the other grants specified above.
<PAGE> 1
EXHIBIT 99.3
1994-1995 STOCK OPTION PLAN FOR NEW EMPLOYEES
VOTED: That the Company grant Nonqualified Stock Options to the
- ------ following individuals, in the number specified below, and at
June 30, an exercise price equal to the closing price of the
1995 Company's stock on the American Stock Exchange on the date
indicated for each individual.
Lee Grodzins 32,000 shares First day of Employment
Michael Hynes 32,000 shares First day of Employment
VOTED: That the grant of 3,000 nonstatutory stock options to David
- ------ D. Waters at the time of his hiring as Director of
November 16, CargoSearch Projects of the Company be, and it hereby is,
1995 approved. Such options shall vest at the rate of 1,000
shares on each of the first three anniversaries of Mr.
Waters' first day as an employee of AS&E and shall be priced
at 100% of the market close price on the American Stock
Exchange on such first day as an employee.
VOTED: That Jeffrey A. Bernfeld ("Employee") be, and hereby is,
- ------ granted non-qualified options to purchase 24,000 shares
March 1, ("Option") of this Corporation's Common Stock, $.66 2/3 par
1996 value ("Common Stock") at a purchase price per share equal
to the closing price of the Common Stock on the American
Stock Exchange on February 29, 1996, vesting at the rate of
6,000 shares per annum beginning on February 29, 1996,
subject to the execution by the Employee of a stock option
agreement in this Corporation's standard form ("Agreement"),
and that upon exercise of all or part of the Option pursuant
to the terms of the Agreement including without limitation
payment of the exercise price per share, this Corporation
issue to the Employee that number of shares of the
Corporation's Common Stock which corresponds to the number
of Options exercised by the Employee.
<PAGE> 2
VOTED: That the establishment and naming of the 1994-1995 Stock
- ------ Option Plan for New Employees, and the issuance of stock
May 22, options to new employees thereunder be, and hereby is,
1996 confirmed and approved including without limitation the
issuance to the employees named below the number of options
set forth opposite their names and the issuance of an
equivalent number of shares of Company Common Stock to such
employees upon the exercise of such stock options in
accordance with the terms of the stock option agreements
between the Company and each employee including without
limitation payment of the exercise price per share
exercised, such Common Stock to be fully paid and
non-assessable:
EMPLOYEE NUMBER OF OPTIONS
-------- -----------------
Lee C. Steele 50,000
Peter W. Harris 30,000
Joseph Moffa 8,000
Matthew Heaton 8,000
David Parrish 1,000
<PAGE> 1
EXHIBIT 99.4
RALPH SHERIDAN EMPLOYMENT AGREEMENT
VOTED: That the options granted to Mr. Sheridan to purchase 120,000
- ------ shares of the Corporation's Common Stock (the "Options") on
July 7, 1995 the terms set forth in the Employment Agreement and the
potential issuance of another 30,000 shares of the
Corporation's Common Stock to Mr. Sheridan as a bonus for
performance (the "Bonus," together with the shares issued or
issuable in connection with the Employment Agreement,
including the Options, the "Shares") on the terms set forth
in the Employment Agreement be and they hereby are,
ratified, approved and confirmed.
VOTED: That the establishment and naming of the Ralph Sheridan
- ------ Employment Agreement, and the issuance of stock options to
May 22, 1996 Mr. Sheridan thereunder be, and hereby is, confirmed and
approved.
