As filed with the Securities and Exchange Commission on December 11, 1996
Registration No. 33- ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANDERSEN GROUP, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Connecticut 06-0659863
- ------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
Ney Industrial Park
Bloomfield, Connecticut 06002-3690
----------------------------------
(Address of Principal Executive Offices)
Andersen Group, Inc. Incentive Stock Option Plan
Andersen Group, Inc. Incentive and
Non-Qualified Stock Option Plan
-------------------------------
(Full title of the Plans)
Francis E. Baker
President
ANDERSEN GROUP, INC.
Ney Industrial Park
Bloomfield, Connecticut 06002
860-242-0761
---------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications to:
David A. Garbus, Esq.
ROBINSON & COLE
One Boston Place
Boston, Massachusetts 02108-4404
Telephone: 617-557-5900
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Title of Maximum Proposed Proposed Amount of
Securities Amount to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee (5)
Registered (1) Share Offering
Price
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
without
par value
Andersen
Group, Inc.
Incentive
Stock Option
Plan
Options
Granted 15,700 shs. $7.00 (2) $109,900 (2) $37.90
Options
Available
for Grant None
Andersen
Group, Inc.
Incentive
and Non-
Qualified
Stock Option
Plan
Options
Granted 90,500 shs. $8.375 (3) $433,906 (3) $149.62
Options
Available
for Grant 59,500 shs. $5.75 (4) $342,125 (4) $117.97
- -----------------------------------------------------------------------------------------
TOTAL 165,700 shs. $885,931 $305.49
==========================================================================================
</TABLE>
(1) Plus, in accordance with Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), such indeterminate number of shares as may
become subject to options under the Andersen Group, Inc. Incentive Stock Option
Plan ("1982 Plan") and the Andersen Group, Inc. Incentive and Non-Qualified
Stock Option Plan ("1990 Plan") as a result of the adjustment provisions
thereof.
<PAGE>
(2) The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the 1982 Plan was calculated pursuant to Rule 457(h)
under the Securities Act using the prices at which such options may be
exercised. In connection therewith, 15,700 options were issued with an exercise
price of $7.00.
(3) The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the 1990 Plan was calculated pursuant to Rule 457(h)
under the Securities Act using the prices at which such options may be
exercised. In connection therewith, 2,000 options were issued with an exercise
price of $7.75 per share, 7,000 options were issued with an exercise price of
$8.375 per share, 5,000 options were issued with an exercise price of $6.825 per
share, 2,000 options were issued with an exercise price of $6.50 per share,
60,500 options were issued with an exercise price of $3.8125 per share, 5,000
options were issued with an exercise price of $5.375 per share, and 9,000
options were issued with an exercise price of $6.125 per share.
(4) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee based upon the average of the
last reported sale price of the Company's Common Stock as reported on the Nasdaq
National Market System on November 29, 1996.
(5) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, which states that the fee shall be "one-twenty ninth of
one percentum of the maximum aggregate price at which such securities are
proposed to be offered."
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
I - 1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Annual Report on Form 10-K of Andersen Group, Inc. (the "Company")
for the fiscal year ended February 29, 1996 filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-1460).
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since February 29, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement 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 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article Seven of the Company's Amended and Restated Certificate of Incorporation
eliminates the personal liability of directors of the Company to the Company or
its shareholders for monetary damages for breach of fiduciary duty to the full
extent permitted by the Connecticut Stock Corporation Act.
Section 33-320a of the Connecticut General Statutes provides that a corporation
shall indemnify its directors, officers, and certain other persons provided such
party is successful
II - 1
<PAGE>
on the merits in the defense of the relevant proceeding or it shall be concluded
that such person acted in good faith and in a manner he reasonably believed to
be in the best interests of the corporation or, in the case of a person serving
as a fiduciary of an employee benefit plan or trust, either in the best
interests of the corporation or in the best interests of the participants and
beneficiaries of such employee benefit plan or trust and consistent with the
provisions of such employee benefit plan or trust and, with respect to any
criminal action or proceeding, that he had no reasonable cause to believe his
conduct was unlawful or a court shall have determined that in view of all the
circumstances such person is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine.
Article 13 of the By-laws of the Company provides that the Company shall
indemnify its directors and officers against legal and other expenses reasonably
incurred by him in connection with the defense or a reasonable settlement of any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a director or officer of the Company or of any other
corporation at least one-half of the voting stock of which is owned or
controlled by the Company and which he serves as a director or officer at the
request of the Company, except in relation to matters as to which he shall be
finally adjudged to be liable for negligence or misconduct in the performance of
his duty as such director or officer.
The effect of these provisions is to permit indemnification by the Company for
liabilities arising under the Securities Act of 1933, as amended.
The Company maintains directors' and officers' liability insurance to provide
indemnification for its directors and officers against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1* Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3.1
to the Company's Annual Report on Form 10-K for the
year ended February 29, 1992 (Commission File No.
0-1460)).
II - 2
<PAGE>
4.2* Bylaws of the Company (incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year
ended February 29, 1992 (Commission File No. 0-1460)).
4.3 Andersen Group, Inc. Incentive Stock Option Plan
("1982 Plan").
4.4 Andersen Group, Inc. Incentive and Non-Qualified Stock Option
Plan ("1990 Plan").
4.5 Form of stock certificate.
5 Opinion of the Company's Director of Law and Taxation
regarding legality.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of the Company's Director of Law and Taxation
(contained in Exhibit 5).
24 Power of Attorney (filed herewith as part of the signature
page).
* Incorporated 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 this registration
statement or any material change to such information in this
registration statement.
II - 3
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the 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 this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II - 4
<PAGE>
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 Bloomfield, State of Connecticut, on this 11th day of
December, 1996.
ANDERSEN GROUP, INC.
By: /s/ Francis E. Baker
Francis E. Baker
Its President and Chief
Executive Officer
Principal Executive Officer
POWER OF ATTORNEY
Each of the officers and directors of Andersen Group, Inc. whose signature
appears below hereby constitutes and appoints Francis E. Baker and Robert P.
Belcher and each of them, their true and lawful attorneys-in-fact and agents
with full power of substitution, each with the power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
Registration Statement (including post-effective amendments), and to perform any
acts necessary to be done in order to file such amendment, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact and
agents, or their or his substitutes, shall 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 by the following persons in the capacities indicated
on December 11, 1996.
Signature Title
/s/ Francis E. Baker President, Chief Executive
- ----------------------------- Officer and Director
Francis E. Baker (Principal Executive Officer)
/s/ Robert P. Belcher Treasurer and Chief Financial Officer
- ----------------------------- (Principal Financial Officer)
Robert P. Belcher
<PAGE>
Signature Title
/s/ Oliver R. Grace, Jr. Chairman and Director
- -----------------------------
Oliver R. Grace, Jr.
/s/ Peter N. Bennett Director
- -----------------------------
Peter N. Bennett
/s/ John S. Grace Director
- -----------------------------
John S. Grace
/s/ Louis A. Lubrano Director
- -----------------------------
Louis A. Lubrano
/s/ James J. Pinto Director
- -----------------------------
James J. Pinto
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBIT INDEX
REGISTRATION STATEMENT ON FORM S-8
ANDERSEN GROUP, INC.
Exhibit No. Description Page No.
4.1* Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to
the Company's Annual Report on Form 10-K for
the year ended February 29, 1992 (Commission
File No. 0-1460)).
4.2* Bylaws of the Company (incorporated by
reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended
February 29, 1992(Commission File No. 0-1460)).
4.3 Andersen Group, Inc. Incentive Stock Option
Plan ("1982 Plan").
4.4 Andersen Group, Inc. Incentive and
Non-Qualified Stock Option Plan ("1990 Plan").
4.5 Form of stock certificate.
5 Opinion of the Company's Director of Law and
Taxation regarding legality.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of the Company's Director of Law and
Taxation (contained in Exhibit 5).
24 Power of Attorney (filed herewith as part of
the signature page).
* Incorporated by reference.
Exhibit 4.3
"1982 Plan"
ANDERSEN GROUP, INC.
INCENTIVE STOCK OPTION PLAN
---------------------------
1. Purpose of Plan. The purpose of this Incentive Stock Option Plan
(hereinafter referred to as the "Plan") is to advance the interests of Andersen
Group, Inc. ("Andersen") by providing a means whereby key executive employees of
Andersen may be given an opportunity to purchase shares of its Common Stock
(such shares of Common Stock hereinafter referred to as "shares") by exercise of
options granted under this Plan which are intended to qualify as "incentive
stock options," (hereinafter called "stock options") under Section 422A of the
Internal Revenue Code of 1954, as amended.
2. Administration. This Plan shall be administered under the
supervision of the Board of Directors of Andersen (hereinafter the "Board").
Subject to the express provisions of this Plan, the Board shall have authority
in its discretion to determine the employees who shall receive options, the
times when they shall receive the same, and the number of shares in respect of
which the employee shall have an option. The Board shall have authority to make
all other determinations necessary or advisable in the administration of this
Plan, which determinations shall be conclusive unless revised by the Board.
3. Shares Subject to this Plan. The aggregate number of shares of
Common Stock of Andersen for which options may be granted under this Plan shall
be 75,000 shares, subject to adjustment upon changes in capitalization of
Andersen as provided in paragraph 13. Such shares may be authorized and unissued
shares or may be treasury shares. If any option granted under this Plan shall
expire, lapse or terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall (unless this Plan shall have been
terminated) again be available for other options to be granted under this Plan.
4. Eligibility. Options shall be granted under this Plan only to
employees who are officers or who are employed in an executive or management
level capacity by Andersen and who shall be determined by the Board to be
eligible therefor. No option shall be granted (i) to a director of Andersen, or
(ii) to an employee if, at the time such option is granted, said employee owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of Andersen or of its parent or any subsidiary of
Andersen. The foregoing notwithstanding, the limitation of subsection (ii) of
the preceding sentence shall not apply if, at the time such option is granted,
the option price, determined in accordance with Section 7, is at least 110
percent (110%) of the fair market value of the stock subject to the option and
such option, by its terms, is not exercisable after the expiration of five years
from the date such option is granted. For purpose of the preceding sentences, an
employee shall be deemed to own all shares which are attributable to him under
Section 425(d) of the Internal Revenue Code of 1954 (including, without
limitation, shares owned by his brothers, sisters, spouse, ancestors and lineal
decendants or shares owned on his behalf in a trust).
<PAGE>
5. Granting of Options. The Board from time to time may designate from
among the eligible employees of Andersen those key employees to whom options to
purchase shares shall be granted under this Plan and the number of shares which
shall be subject to each option so granted. In no case shall an employee be
granted, in any one calendar year, options to purchase more than (i) $100,000 of
stock, based upon its fair market value at the time of grant, plus (ii) any
available portion of an unused carryover amount, as allowed by Section
422A(c)(4) of the Internal Revenue Code. The Board shall direct an appropriate
officer of Andersen to execute and deliver agreements to employees reflecting
the grant of options. All actions of the Board under this paragraph 5 shall be
conclusive.
6. Option Period. Subject to the provisions of paragraph 13, the
options granted under this Plan to any eligible employee shall not be
exercisable prior to the expiration of one (1) year from the date of grant, and
options shall expire on a date (i) not later than five (5) years after date of
grant, in the case of options granted pursuant to the third sentence of Section
4, and (ii) in all other cases, not later than ten (10) years after date of
grant.
7. Option Price. The per share price shall be fixed by the Board and
set forth in the option agreement, which price in no case shall be less than one
hundred percent (100%) of the fair market value of the stock on the day the
option is granted. In no event shall the option price be less than the book
value of the stock as of the end of the fiscal year of Andersen immediately
preceding the date of grant. The date on which the Board approves the grant of
an option shall be deemed the date on which the option is granted.
8. Option Agreement. Each option grant shall be evidenced by an option
agreement in the form approved by the Board which agreement shall be signed by
the optionee and signed on behalf of Andersen by the President, or a Vice
President of Andersen, other than the optionee, and shall be dated as of the
date of the granting of the option, as determined in paragraph 7.
9. Exercise of Options. No stock option granted under this Plan may be
exercised until all incentive stock options of an earlier date granted to the
optionee under this Plan or under any prior incentive stock option plan of
Andersen, its parent or subsidiary, shall be exercised in full or shall have
expired by reason of the lapse of time. Subject to this limitation, and to the
provisions of paragraph 6, options may be exercised in whole or in part at any
time. Each option shall be exercised by delivery of written notice to Andersen
specifying the number of shares to be purchased and the date of payment
therefor. Andersen shall promptly deliver to the optionee a certificate for the
number of shares purchased against payment in full of the purchase price. The
optionee shall not have any rights of a stockholder except to the extent that
the option has been exercised. Once an option has been exercised, the optionee
shall have all the rights of a stockholder.
10. Termination of Options. Options granted hereunder, to the extent
not exercised, shall terminate upon (i) expiration of the option period with
respect to such option, as provided in paragraph 6, or (ii) termination of the
optionee's employment with Andersen,
2
<PAGE>
whichever date shall first occur. If an optionee dies while he is an employee of
Andersen, his option may, to the extent that he was entitled to exercise it on
the date of his death and to the extent that it has not expired in accordance
with paragraph 6 hereof, be exercised at any time by the optionee's designated
beneficiaries or, if none, by the legal representative of the optionee's estate
within 60 days after the date of the appointment of such legal representative.
11. Non-Transferability of Options. Each option granted under this
Plan, by its terms, shall be personal to the optionee and not transferable; and,
during the lifetime of the optionee, options shall be exercisable only by him.
12. Termination of Employment. Nothing contained in this Plan, or in
any option granted hereunder, shall confer upon an optionee any right to be
continued in the employ of Andersen or interfere in any way with the right of
Andersen to terminate his employment at any time for any reason. In the event of
termination of employment, all rights under any option held by the employee
shall thereupon lapse.
13. Adjustments Upon Changes in Capitalization. If an option under this
Plan is exercised subsequent to any stock dividend or stock split, the number of
shares to which such option shall be applicable and the option price for such
shares shall be appropriately adjusted by the Board, whose determination shall
be conclusive. In the event of any such change in the outstanding shares of
Andersen, the aggregate number and class of shares available under this Plan
shall be appropriately adjusted by the Board.
14. Merger of Andersen. If Andersen is not the surviving corporation in
the event of a merger or consolidation or transfers substantially all of its
assets or if more than eighty percent (80%) of the outstanding capital stock of
Andersen is acquired by another corporation, unexercised options outstanding
under the Plan may be cancelled by the Board as of the effective date of the
merger, consolidation, sales or acquisition. In the event of such cancellation
notice thereof shall be given to each optionee and he shall be given the right
to exercise such options in full during a thirty (30) day period preceding such
effective date, provided he has satisfied the holding requirement referred to in
paragraph 6 above. If unexercised and outstanding stock options are not
cancelled, however, the optionee will be entitled, on exercise of such option,
to receive shares of common stock or other securities of the surviving or
acquiring corporation in the same ratio as the shareholders of Andersen receive
for their shares.
15. Effective Date and Term of this Plan. This Plan shall become
effective upon approval of the stockholders of Andersen. Unless previously
terminated in accordance with paragraph 16, this Plan shall terminate on the
tenth anniversary of its approval by the Board, after which termination no
option shall be granted hereunder.
3
<PAGE>
16. Termination, Suspension or Modification. The Board may at any time
terminate or suspend operation of this Plan or make such modifications thereof
as it shall deem advisable; provided, however, that the Board may not, without
further approval by the stockholders of Andersen, increase the maximum number of
shares for which options may be granted under this Plan, or change the class of
eligible employees under this Plan. In addition, the Board may not increase the
maximum dollar limit on the amount of grants of stock options per employee per
calendar year.
4
Exhibit 4.4
"1990 Plan"
[CONFORMED COPY INCORPORATING ALL AMENDMENTS]
ANDERSEN GROUP, INC.
INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN
1. Purpose of Plan. The purpose of this Incentive and Non-Qualified
Stock Option Plan (the "Plan") is to advance the interests of Andersen Group,
Inc. ("Andersen") by providing a means whereby key executive and management
employees and directors of Andersen or its subsidiaries may be given an
opportunity to purchase shares of its common stock ("Shares") by exercise of
options granted under this Plan. It is intended that options granted under this
Plan will either qualify as "incentive stock options" ("ISOs") under section
422A of the Internal Revenue Code of 1986, as amended (the "Code"), or will be
non-qualified stock options ("NQSOs"). Unless otherwise specified, the term
"Options" refers to both ISOs and NQSOs granted under this Plan.
2. Administration. Plan shall be administered under the supervision of
the Board of Directors of Andersen (the "Board"). Subject to the express
provisions of this Plan, the Board shall determine in its discretion the persons
who shall receive Options, the times when they shall receive the same, and the
number of Shares subject to such Options. The Board shall make all other
determinations necessary or advisable in the administration of this Plan, which
determinations shall be conclusive unless revised by the Board.
3. Shares Subject to this Plan. The aggregate number of Shares for
which Options may be granted shall be 150,000, subject to adjustment upon
changes in capitalization of Andersen as provided in paragraph 14. Such Shares
may be authorized and
<PAGE>
unissued Shares or may be treasury Shares. If any Option shall expire, lapse or
terminate for any reason without having been exercised in full, the unpurchased
Shares subject thereto shall (unless this Plan shall have been terminated) again
be available for other Options to be granted.
4. Eligibility. Options may be granted only (i) to employees who are
officers or who are otherwise employed in an executive or management capacity by
Andersen or its subsidiaries and who shall be determined by the Board to be
eligible therefor; and (ii) to directors of Andersen.
5. Granting of Options. The Board from time to time may designate from
among the eligible persons those employees and directors to whom Options shall
be granted and the number of Shares which shall be subject to each Option so
granted.
6. Option Period. Each Option shall not be exercisable prior to the
expiration of one year from the date on which it is granted, as determined under
paragraph 7, and shall expire on a date not later than 10 years after such date
of grant; except that an ISO granted to an employee owning, actually or
constructively by application of Code Section 425, more that 10 percent of the
total combined voting power of all classes of stock of Andersen or of any parent
or subsidiary of Andersen shall by its terms not be exercisable after the
expiration of five years from the date on which it is granted.
7. Option Price. The price at which Shares may be purchased under an
Option (the "Option Price") shall be fixed by the Board at the time the Option
is granted and set forth in the option agreement referred to in paragraph 8. The
Option Price under each ISO shall not be less than 100 percent of the fair
market value of the Shares subject to the ISO a
2
<PAGE>
the time the ISO is granted; provided that in the case of an ISO granted to a
shareholder- employee described in paragraph 6, the Option Price shall not be
less than 110 percent of the fair market value of the Shares subject to the ISO
at the time the ISO is granted. The Option Price of each NQSO shall be the fair
market value of the Shares subject to the Option at the time of grant, unless
otherwise determined by the Board. The fair market value of Shares at the time
of the grant of an Option shall be determined for purposes of this Plan in a
manner which is consistent with the requirements of the Code. The date on which
the Board approves the grant of an Option shall be deemed the date on which the
Option is granted.
8. Option Agreement. Each Option shall be evidenced by an option
agreement in the form approved by the Board which agreement shall be signed by
the optionee and signed on behalf of Andersen by the President, or a Vice
President of Andersen, other than the optionee, and shall be dated as of the
date the Option is granted, as determined in paragraph 7. Each option agreement
shall state whether the Option evidenced by the agreement is intended to be an
ISO or an NQSO which is not to be treated as an ISO.
9. Exercise of Options. Subject to the other provisions of this Plan,
Options may be exercised in whole or in part at any time. Each Option shall be
exercised by delivery of written notice to Andersen specifying the number of
Shares to be purchased and the date of payment therefor. Andersen shall promptly
deliver to the optionee a certificate for the number of shares purchased against
payment in full of the Option Price. The optionee shall not have any rights of a
stockholder with respect to Shares subject to an Option until such notice is
given and such payment is received by Andersen in full.
3
<PAGE>
10. Termination of Options. Options, to the extent not exercised, shall
terminate upon the earlier of (i) expiration of the option period with respect
to such Option, as provided in paragraph 6, or (ii) termination of the
optionee's employment with Andersen or service on Andersen's Board of Directors,
as the case may be, for any reason other than by reason of the death of the
optionee. In the event of the death of an optionee while an employee or director
of Andersen, the Options which were otherwise exercisable by the optionee on the
date of death shall be exercisable (i) at any time during the option term set
forth in paragraph 6 by the designated beneficiaries of such Options, to the
extent such beneficiaries are designated in accordance with paragraph 16, and
(ii) to the extent that beneficiaries are not designated in accordance with
paragraph 16, by the legal representative of the optionee's estate within 60
days of the appointment of such legal representative.
11. Non-Transferability of Options. Each Option, granted under this
Plan, by its terms, shall be personal to the optionee and not transferable; and,
during the lifetime of the optionee, Options shall be exercisable only by him.
12. Options Granted to Directors. Notwithstanding anything else in this
Plan to the contrary, the following provisions shall apply with respect to
Options granted to persons who are directors of Andersen, regardless of whether
such persons are also employees of Andersen:
(a) An ISO can be granted to a director only if the director is also an
employee of Andersen.
(b) Not more than 40 percent of the Shares available under the Plan can
be subject to Options granted to directors.
4
<PAGE>
(c) Not more than 15 percent of the Shares available under the Plan can
be subject to Options granted to any single director.
(d) The Option Price of each Option granted to a director shall not be
less than the fair market value of the Shares subject to the Option
at the time that the Option is granted.
(e) The option period under paragraph 6 for each Option granted to a
director shall be ten years.
13. Termination of Employment. Nothing contained in this Plan, or in
any Option granted hereunder, shall confer upon an optionee any right to be
continued in the employ of Andersen or interfere in any way with the right of
Andersen to terminate his employment at any time for any reason.
14. Adjustment Upon Changes in Capitalization. If an Option is
exercised subsequent to any stock dividend or stock split, the number of Shares
to which such Option shall be applicable and the Option Price for such Shares
shall be appropriately adjusted by the Board. In the event of any such change in
the number of outstanding Shares of Andersen, the aggregate number and class of
Shares available under this Plan shall be appropriately adjusted by the Board.
15. Merger of Andersen. If (a) Andersen is not the surviving
corporation in the event of a merger or consolidation, (b) Andersen transfers
substantially all of its assets to another corporation, or (c) more than eighty
percent of the outstanding capital stock of Andersen is acquired by another
corporation, unexercised Options outstanding under the Plan may be cancelled by
the Board as of the effective date of the merger, consolidation, transfer
5
<PAGE>
or acquisition. In the event of such cancellation, notice thereof shall be given
to each optionee and the optionee shall be given the right during the thirty-day
period preceding such effective date to exercise in full those Options granted
to him that are fully exercisable under the relevant option agreement as of the
end of the thirty-day period. If, however, unexercised and outstanding Options
are not cancelled, upon such a merger, consolidation, transfer or acquisition,
the relevant option agreements shall be amended by the Board to adjust the
Option Price and to provide for receipt, upon exercise of the Option, of common
stock or other securities of the surviving or acquiring corporation in a manner
that reflects the consideration received by the shareholders of Andersen for
their Shares.
16. Beneficiaries. An optionee can designate a beneficiary to succeed
to the optionee's rights under an Option in the event of the death of the
optionee. A designation of a beneficiary under an Option shall be on a form
prescribed by the Board, signed by the optionee, and filed with Andersen in
accordance with procedures prescribed by the Board.
17. Effective Date and Term of this Plan. This Plan shall become
effective upon approval of the stockholders of Andersen. Unless previously
terminated in accordance with paragraph 18, this Plan shall terminate on the
tenth anniversary of its approval by the Board, after which termination no
Option shall be granted hereunder.
18. Termination, Suspension or Modification. The Board may at any time
terminate or suspend operation of this Plan, or make such modifications thereof
as it shall deem advisable; provided, however, that the Board may not, without
further approval by the stockholders of Andersen, (a) increase the maximum
number of Shares for which Options may be granted, (b) change the class of
employees eligible to receive Options, (c) increase
6
<PAGE>
the maximum number of Shares with respect to which directors in the aggregate,
or individually, are eligible to receive Options, (d) shorten the period under
paragraph 6 during which directors are required to wait before exercising
Options, (e) reduce the minimum Option Price at which Options may be granted to
directors, (f) extend the period during which Options may be granted to
directors or exercised by directors, or (g) alter the option period of Options
granted to directors.
7
[American Eagle Graphic]
[Certificate [Amount of
Number] Shares]
ANDERSEN GROUP, INCORPORATED
INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT
COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES that is the owner of
CUSIP 033501 10 7
full-paid and non-assessable shares without par value of the Common Stock of
ANDERSEN GROUP, INCORPORATED
transferable on the books of the Corporation, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned by the Transfer Agent.
IN WITNESS WHEREOF the duly authorized officers of this Corporation have
hereunto subscribed their names and caused the corporate Seal to be hereto
affixed.
Dated:
Secretary President
[Corporate Seal Andersen Group, Incorporated]
COUNTERSIGNED
REGISTRAR AND TRANSFER COMPANY
BY TRANSFER AGENT
AUTHORIZED OFFICER
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ________Custodian_______
(Cust) (Minor)
under Uniform Gifts to Minors
Act _______________
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, __________ hereby sell, assign and transfer unto _____
Please Insert Social Security or Other
Identifying Number of Assignee
- --------------------------------------
| |
| |
- --------------------------------------
______________________________________________________________________________
______________________________________________________________________________
________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated: __________________, 19 _____
_________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargment, or any change whatever.
Exhibit 5
December 11, 1996
Board of Directors
Andersen Group, Inc.
Ney Industrial Park
Bloomfield, Connecticut 06002
Dear Sirs:
This opinion is being given in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Andersen Group, Inc. (the "Company") on
the date hereof for the purpose of registering under the Securities Act of 1933,
as amended, 165,700 shares of Common Stock, without par value (the "Common
Stock"), to be issued by the Company under the Andersen Group, Inc. Incentive
Stock Option Plan and the Andersen Group, Inc. Incentive and Non-Qualified Stock
Option Plan (the "Plans"). In connection with this opinion, I have examined such
corporate records, certificates and other documents and such questions of law as
I have considered necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, I advise you that, in my opinion,
the Common Stock has been legally authorized for issuance under the Plans and
when sold upon valid exercise of the options granted under the Plans will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I am
in a category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
By:/s/ Bernard F. Travers,III
-------------------------------
Bernard F. Travers, III, Esq.
Assistant Secretary and
Director of Law and Taxation
Exhibit 23.1
The Board of Directors
Andersen Group, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
33-____) on Form S-8 of Andersen Group, Inc. of our reports dated April 23,
1996, relating to the consolidated balance sheets of Andersen Group, Inc. and
subsidiaries as of February 29, 1996 and February 28, 1995, and the related
consolidated statements of operations, common and other stockholders' equity,
and cash flows for each of the years in the three-year period ended February 29,
1996, and related schedule, which reports appear in the February 29, 1996,
annual report on Form 10-K of Andersen Group, Inc.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG Peat Marwick LLP
Hartford, Connecticut
December 11, 1996
