Registration No. 333-17659
As filed with the Securities and Exchange Commission on
February 27, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
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>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933. The date of this part of the
prospectus is February 21, 1997.
ANDERSEN GROUP, INC.
Common Stock
(Without Par Value)
Covered By
ANDERSEN GROUP, INC. INCENTIVE STOCK OPTION PLAN
AND
ANDERSEN GROUP, INC. INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Andersen Group, Inc., a Connecticut corporation (the "Company"), has
two stock option plans entitled the Andersen Group, Inc. Incentive Stock Option
Plan (the "1982 Plan") and the Andersen Group, Inc. Incentive and Non-Qualified
Stock Option Plan (the "1990 Plan", and together with the 1982 Plan, the
"Plans").
Key employees and directors of the Company and its subsidiaries are
eligible to participate in the Plans. The Company established these plans to
provide an incentive to key employees and directors of the Company and its
subsidiaries who are in a position to contribute materially to the long-term
success of the Company, to increase such persons' interest in the Company's
welfare and to aid in attracting and retaining individuals with outstanding
ability. As of February 21, 1997, the Company had 12,200 outstanding options
under the 1982 Plan to purchase 12,200 shares of Common Stock, at a weighted
average exercise price per share of $7.00. As of February 21, 1997, the Company
had 89,500 outstanding options under the 1990 Plan to purchase 89,500 shares of
Common Stock, at a weighted average exercise price per share of $4.75. All of
options outstanding and the individuals entitled to exercise such options are
set forth on Schedule A hereto. Neither of the Plans are subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 registering the Common Stock
covered by the Plans under the Securities Act of 1933, as amended (the
"Securities Act"). Pursuant to Rule 428 of the Securities Act and the Note to
Part I of Form S-8, this document constitutes part of a prospectus pertaining to
the Common Stock that has been registered under the Securities Act on Form S-8.
Also, pursuant to Rule 424(b) this reoffer prospectus is being filed with the
Commission to enable the individuals indicated on Schedule A to resell such
Common Stock as described hereafter.
The Company's Common Stock is traded on the National Association of
Securities Dealers Automated Quotation System as a NASDAQ National Market System
security under the symbol "ANDR".
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other information with
the Commission. Such reports, proxy statements, and other information are
available for inspection and copying at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional
Office of the Commission, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Company's principal executive offices are located at Ney Industrial
Park, Bloomfield, Connecticut, and its telephone number is (860) 242-0761.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996 filed pursuant to Section 13 of 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;
(3) The Company's Registration Statement on Form S-8 (File No. 333-17659)
under the Securities Act.
Any statement contained in a document incorporated by reference herein
will be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this Prospectus or in any other subsequently filed
document that is also incorporated by reference modifies or replaces such
statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of this offering of securities issuable under the Plans and
registered with the Commission will be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the respective dates of filing
of such documents.
The Company will provide without charge to any person to whom this
Prospectus is delivered, on written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents unless such exhibits specifically are
incorporated by reference into this Prospectus). Requests should be mailed to
Bernard F. Travers, III, Esq., Assistant Secretary and Director of Law and
Taxation of the Company, at Ney Industrial Park, Bloomfield, Connecticut 06002
or should be made by telephone at (860) 242-0761.
<PAGE>
DESCRIPTION OF THE 1982 PLAN
General
A copy of the 1982 Plan is attached hereto as Appendix A, and the
description that follows does not purport to be complete and is qualified in its
entirety by reference to the 1982 Plan.
The 1982 Plan provides for awards of options to purchase an aggregate
of up to 112,500 shares of Common Stock (adjusted from the originally authorized
75,000 shares as a result of a 3 for 2 stock split in 1983). No further options
may be granted under the 1982 Plan.
Options granted under the 1982 Plan were "incentive stock options"
under Section 422A of the Internal Revenue Code of 1954 ("1954 Code") (currently
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")).
Incentive stock options were granted under the 1982 Plan only to key executive
and management level employees of the Company and its subsidiaries.
Shares of Common Stock issued pursuant to the 1982 Plan may consist of
authorized but unissued shares and treasury shares.
Purpose
The purpose of the 1982 Plan is to provide an incentive to key
employees of the Company who are in a position to contribute materially to the
long-term success of the Company, to increase such persons' interest in the
Company's welfare and to aid in attracting and retaining individuals with
outstanding ability.
Administration
The 1982 Plan is administered by the Company's Board of Directors.
Additional Information
Participants in the 1982 Plan may obtain additional information about
the 1982 Plan by contacting Bernard F. Travers, III, Esq., Assistant Secretary
and Director of Law and Taxation of the Company, at the following address and
telephone number: Ney Industrial Park, Bloomfield, Connecticut 06002, telephone
no. (860) 242-0761.
<PAGE>
Eligibility
The 1982 Plan provided for grants to key employees of the Company and
its subsidiaries of "incentive stock options" within the meaning of Section 422
of the Code. Options are no longer issuable under the 1982 Plan.
Terms of Options
Each 1982 Plan option is evidenced by a written stock option agreement
between the Company and the optionee and is generally subject to the terms and
conditions listed below, but specific terms may vary.
(i) Exercise of the Option. The 1982 Plan options may be exercised
after one year from the date the option was granted. A 1982 Plan option is
exercised by giving written notice to the Company specifying the number of
shares to be purchased and tendering payment of the purchase price. Payment for
shares of Common Stock issued upon exercise of a 1982 Plan option may consist of
cash, check, bank draft or postal or express money order or any combination
thereof.
(ii) Option Price. 1982 Plan options may not be granted at a price less
than the fair market value of the Common Stock on the date of grant (110% of
fair market value in the case of an employee holding 10% or more of the voting
stock of the Company.)
(iii) Termination of Employment. If the optionee's employment with the
Company is terminated other than by death, the term of any then outstanding 1982
Plan option held by such optionee shall expire. The representative of a deceased
optionee's estate shall have the right to exercise any then outstanding option
in whole or in part during the 60 day period following the date of appointment
of the representative of the optionee's estate or, if less, the remaining term
of the option. The designated beneficiary of a deceased optionee to whom the
option has been transferred shall have the right to exercise any then
outstanding option in whole or in part, at any time during the remaining term of
the option.
(iv) Termination of Options. All 1982 Plan options expire not more than
ten years from the date of grant or not more than five years from the date of
grant in the case of incentive stock options granted to an employee holding 10%
or more of the voting stock of the Company.
(v) Nontransferability of Options. A 1982 Plan option is exercisable
during the optionee's lifetime only by the optionee and is not transferable
except by will or by the laws of descent and distribution.
Adjustments Upon Changes in Capitalization
In the event of change in the Company's capitalization by reason of
split-up, merger, consolidation, reorganization, reclassification,
recapitalization, or any other capital adjustment, the Board of Directors of the
Company shall make an adjustment to the outstanding 1982 Plan options in an
equitable manner.
Amendment and Termination
The Board of Directors of the Company may at any time alter, amend,
suspend, discontinue or terminate the 1982 Plan; provided, however, that such
action does not adversely affect the right of the optionees to 1982 Plan options
previously granted, and no amendment, without the approval of the stockholders
of the Company, shall increase the maximum number of shares which may be awarded
under the 1982 Plan or change the class of employees eligible to receive options
under the 1982 Plan.
Federal Income Tax Information
Options granted under the 1982 Plan are "incentive stock options,"
as defined in Section 422 of the Code.
The optionee of an incentive stock option recognizes no income upon
grant of the incentive stock option and will incur no tax liability due to the
exercise. The Company will not be allowed a deduction for federal income tax
purposes as a result of the grant or exercise of a 1982 Plan incentive stock
option. Upon the sale or exchange of the shares issued on exercise of a 1982
Plan incentive stock option at least two years after grant of the option and one
year after transfer of the shares to the optionee by the Company, any gain will
be treated as long-term capital gain. If these holding periods are not
satisfied, the optionee will recognize ordinary income equal to the difference
between the exercise price and the lower of the fair market value of the stock
at the date of the option exercise or the sale price of the stock. The Company
will be entitled to a deduction in the same amount as the ordinary income
recognized by the optionee. Any gain recognized on such a premature disposition
of the shares in excess of the amount treated as ordinary income will be
characterized as capital gain. Currently, the tax rate on net capital gain (net
long-term capital gain minus net short-term capital loss) is capped at 28%.
Capital losses are allowed in full against capital gains plus $3,000 of other
income. If the optionee is subject to the alternative minimum tax, upon exercise
the optionee will recognize ordinary income equal to the excess of the fair
market value at the date of exercise over the exercise price.
The foregoing is only a summary of the effect of federal income
taxation upon the optionee and the Company with respect to the grant and
exercise of 1982 Plan options, it does not purport to be complete and reference
should be made to the applicable provisions of the Code. In addition, this
summary does not discuss the income tax laws of any municipality, state or
foreign country in which an optionee may reside.
<PAGE>
DESCRIPTION OF THE 1990 PLAN
General
A copy of the 1990 Plan is attached hereto as Appendix B, and the
description that follows does not purport to be complete and is qualified in its
entirety by reference to the 1990 Plan.
The 1990 Plan provides for awards of options to purchase an aggregate
of up to 150,000 shares of Common Stock. Options with respect to up to 60,000 of
such shares were issuable to members of the Board of Directors of the Company.
Options with respect to up to 90,000 of such shares were issuable to employees
of the Company and its subsidiaries who were not members of the Board of
Directors of the Company.
Options granted under the 1990 Plan were "incentive stock options"
under Section 422A of the 1986 Code (currently, Section 422 of the Code).
Incentive stock options were granted under the 1990 Plan only to key executive
and management level employees of the Company and its subsidiaries.
Non-qualified stock options were granted to executive and management employees
and directors of the Company and its subsidiaries, including members of the
Company's Board of Directors.
Shares of Common Stock issued pursuant to the 1990 Plan may consist of
authorized but unissued shares and treasury shares.
Purpose
The purpose of the 1990 Plan is to continue to provide an incentive to
key employees and directors of the Company and its subsidiaries who are in a
position to contribute materially to the long-term success of the Company, to
increase such persons' interest in the Company's welfare and to aid in
attracting and retaining individuals with outstanding ability.
Administration
The 1990 Plan is administered by the Company's Board of Directors.
Additional Information
Participants in the 1990 Plan may obtain additional information about
the 1990 Plan by contacting Bernard F. Travers, III, Esq., Assistant Secretary
and Director of Law and Taxation of the Company, at the following address and
telephone number: Ney Industrial Park, Bloomfield, Connecticut 06002, telephone
no. (860) 242-0761.
Eligibility
The 1990 Plan provides for grants to key employees (including officers)
of the Company and its subsidiaries of "incentive stock options" within the
meaning of Section 422 of the Code and for grants of non-qualified options to
key employees and directors of the Company and its subsidiaries. The Board of
Directors has the authority to determine the directors and employees to whom
options will be granted, the number of shares to be subject to each option,
whether options will be incentive or non-qualified, and the manner of exercise.
The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to incentive stock options which first become exercisable in
any calendar year by an employee may not exceed $100,000.
Terms of Options
Each 1990 Plan option is evidenced by a written stock option agreement
between the Company and the optionee and is generally subject to the terms and
conditions listed below, but specific terms may vary.
(i) Exercise of the Option. The option agreements set forth the time at
which the 1990 Plan options may be exercised. The 1990 Plan option is exercised
by giving written notice to the Company specifying the number of shares to be
purchased and tendering payment of the purchase price. Payment for shares of
Common Stock issued upon exercise of a 1990 Plan option may consist of cash,
check, bank draft or postal or express money order or any combination thereof.
(ii) Option Price. 1990 Plan incentive stock options may not be granted
at a price less than the fair market value of the Common Stock on the date of
grant (110% of fair market value in the case of an employee holding 10% or more
of the voting stock of the Company). 1990 Plan non-qualified stock options may
not be granted at an exercise price less than the fair market value of the
Common Stock on the date of grant.
(iii) Termination of Employment. If the optionee's employment with the
Company or any of its subsidiaries or service in the Company's Board of
Directors is terminated other than by death, the term of any then outstanding
1990 Plan option held by such optionee shall expire. The representative of a
deceased optionee's estate shall have the right to exercise any then outstanding
option in whole or in part during the 60 day period following the date of
appointment of the representative of the optionee's estate or, if lesser, the
remaining term of the option. The designated beneficiary of a deceased optionee
to whom the option has been transferred shall have the right to exercise any
then outstanding option in whole or in part, at any time during the remaining
term of the option.
(iv) Termination of Options. All 1990 Plan options expire not more than
ten years from the date of grant or not more than five years from the date of
grant in the case of incentive stock options granted to an employee holding 10%
or more of the voting stock of the Company. All 1990 Plan options granted to
directors of the Company are for a ten year term.
(v) Nontransferability of Options. A 1990 Plan option is exercisable
during the optionee's lifetime only by the optionee and is not transferable
except by will or by the laws of descent and distribution.
Adjustments Upon Changes in Capitalization
In the event of change in the Company's capitalization by reason of
split-up, merger, consolidation, reorganization, reclassification,
recapitalization, or any other capital adjustment, the Board of Directors of the
Company shall make an adjustment to the outstanding 1990 Plan options in an
equitable manner.
Amendment and Termination
The Board of Directors of the Company may at any time alter, amend,
suspend, discontinue or terminate the 1990 Plan; provided, however, that such
action does not adversely affect the right of the optionees to 1990 Plan options
previously granted, and no amendment, without the approval of the stockholders
of the Company, shall increase the maximum number of shares which may be awarded
under the 1990 Plan, materially increase benefits, or change the class of
employees eligible to receive options under the 1990 Plan. In any event, the
1990 Plan will terminate in 1999.
Federal Income Tax Information
Options granted under the 1990 Plan may be either "incentive stock
options," as defined in Section 422 of the Code, or nonstatutory stock options.
If a 1990 Plan option is an incentive stock option, the optionee
recognizes no income upon grant of the incentive stock option and will incur no
tax liability due to the exercise. The Company will not be allowed a deduction
for federal income tax purposes as a result of the grant or exercise of a 1990
Plan incentive stock option. Upon the sale or exchange of the shares issued on
exercise of a 1990 Plan incentive stock option at least two years after grant of
the option and one year after transfer of the shares to the optionee by the
Company, any gain will be treated as long-term capital gain. If these holding
periods are not satisfied, the optionee will recognize ordinary income equal to
the difference between the exercise price and the lower of the fair market value
of the stock at the date of the option exercise or the sale price of the stock.
The Company will be entitled to a deduction in the same amount as the ordinary
income recognized by the optionee. Any gain recognized on such a premature
disposition of the shares in excess of the amount treated as ordinary income
will be characterized as capital gain. Currently, the tax rate on net capital
gain (net long-term capital gain minus net short-term capital loss) is capped at
28%. Capital losses are allowed in full against capital gains plus $3,000 of
other income. If the optionee is subject to the alternative minimum tax, upon
exercise the optionee will recognize ordinary income equal to the excess of the
fair market value at the date of exercise over the exercise price.
All 1990 Plan options which do not qualify as incentive stock options
are referred to as nonstatutory options. An optionee will not recognize any
taxable income at the time he is granted a nonstatutory 1990 Plan option.
However, upon its exercise, the optionee will recognize ordinary income for tax
purposes measured by the excess of the then fair market value of the shares over
the option exercise price. The income recognized by an optionee who is also an
employee of the Company will be subject to tax withholding by the Company by
payment in cash or out of the current earnings paid to the optionee. Upon resale
of such shares by the optionee, any difference between the sales price and the
exercise price, to the extent not recognized as ordinary income as provided
above, will be treated as capital gain or loss. Currently, the tax rate on net
capital gain (net long-term capital gain minus net short-term capital loss) is
capped at 28%. Capital losses are allowed in full against capital gains plus
$3,000 of other income.
The foregoing is only a summary of the effect of federal income
taxation upon the optionee and the Company with respect to the grant and
exercise of 1990 Plan options, it does not purport to be complete and reference
should be made to the applicable provisions of the Code. In addition, this
summary does not discuss the income tax laws of any municipality, state or
foreign country in which an optionee may reside.
RESALE PROVISIONS
Persons who receive shares of Common Stock upon the exercise of options
granted under any Plan may freely resell such securities without restriction as
long as they are not "affiliates" of the Company. Participants who have any
question as to whether they may be an "affiliate" should contact the Company at
the address listed above. Generally, affiliates are directors, officers and
shareholders owning more than 10 percent of the Company's voting stock.
Affiliates of the Company may publicly reoffer and resell such securities only
pursuant to an exemption from the requirements of the Securities Act of 1933 or
pursuant to an effective registration statement. A registration statement on
Form S-8 can be used to effect registration of reoffers or resales of securities
acquired by affiliates pursuant to an employee benefit plan if such securities
were previously registered on a Form S-8. The registration is accomplished by
filing a reoffering prospectus as a post-effective amendment to the original
registration statement. If the Company satisfies certain requirements at the
time of the filing of such amendment, there are no limitations regarding the
securities being sold by the affiliates; however, if the requirements are not
satisfied, certain volume limitations apply.
<PAGE>
<TABLE>
<CAPTION>
<S>
Schedule A
Employee Name Options Outstanding
<C> <C>
Baker, Francis E. 20,000
Belcher, Robert P. 5,000
Bennett, Peter N. 3,000
Boyd, Garth W. 700
Cerny, Ronald N. 10,000
Cusson, Alan R. 1,000
Donzella, John R. 500
Eaton, Christopher C. 600
Fisher-Jones, A. Steven 600
Frazier, Laverne 300
Grace, Jr., Oliver R. 9,500
Grace, John S. 6,000
Hellerman, Donald W. 300
Hudson, Lilith I. 500
Hyatt, Leslie A. 1,000
Kearney, William H. 300
Kuzmech, John M. 700
Lewis, Lori L. 300
Logie, Susan B. 1,300
Lubrano, Louis A. 8,000
Munson, Theodore W. 250
O'Shea, Andrew M. 10,000
Parsons, John K. 1,000
Phaneuf, Eugene 3,000
Pinto, James J. 8,000
Pipczynski, Anthony A. 750
Smith III, Edward F. 3,000
Travers, III, Bernard F. 5,000
Tscheppe, Andreas 500
Woble, James P. 600
---
Total options outstanding 101,700
=======
</TABLE>
<PAGE>
INDEX OF APPENDICES
Document Tab
Andersen Group, Inc. Incentive Stock Option Plan ("1982 Plan") A
Andersen Group, Inc. Incentive and Non-Qualified Stock Option Plan B
("1990 Plan")
<PAGE>
4
Appendix A
"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
descendants or shares owned on his behalf in a trust).
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, 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.
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.
<PAGE>
5
Appendix B
"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 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 at 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.
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:
<PAGE>
(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.
(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 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 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.
<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 Post Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Bloomfield, State of
Connecticut, on this 21st day of February, 1997.
ANDERSEN GROUP, INC.
By: /s/ Francis E. Baker
_____________________
Francis E. Baker
Its President and Chief
Executive Officer
Principal Executive Officer
