<PAGE> 1
REGISTRATION NUMBER 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MORTON INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Georgia 38-0811650
------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1021 West Birchwood St., Morton, IL 61550
- ----------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
MORTON INDUSTRIAL GROUP, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
Morton Industrial Group, Inc.
1021 West Birchwood St.
Morton, Illinois 61550
(Name and address of agent for service)
(309) 266-7176
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of
to be registered registered offering price per share offering price(1)(2) registration fee(1)(2)
- ---------------- ---------- ------------------------ -------------------------- -----------------
<S> <C> <C> <C> <C>
Class A Common Stock, par 1,166,711(3) $17.1250 (783,281 shares)(1) $18,883,582 $5,570.66
value $.01 per share shares $16.5625 (50,000 shares)(1)
$14.0000 (303,430 shares)(2)
$13.1250 (30,000 shares)(1)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose
of calcalating the amount of the registration fee on the basis of $17.1250,
$16.5625, and $13.1250 per share, which are the exercise prices of stock
options granted the 1997 Stock Option Plan.
(2) Computed solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) and (h), based on the bid and asked
prices reported for the Common Stock on NASDAQ for December 10, 1998.
(3) Plus such additional shares as may be issued pursuant to antidilution
provisions.
<PAGE> 2
Part II.
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended April 4, 1998;
(c) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 27, 1998;
(d) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended October 3, 1998;
(e) Registrants' Proxy Statement on Schedule 14A
dated May 7, 1998 including the description of the
Registrant's Class A Common Stock included therein; and
(f) Registrant's Current Reports on Form 8-K dated September
17, 1998; August 11, 1998; June 22, 1998; June 12, 1998;
June 11, 1998; May 8, 1998; April 22, 1998; April 16,
1998; April 14, 1998; March 17, 1998, and February 4,
1998.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, 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; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The Opinion of Counsel was prepared by Husch & Eppenberger, LLC. No
Members of Husch & Eppenberger, LLC, have a substantial interest in the
registrant.
<PAGE> 3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia Law, the Registrant's Articles of
Incorporation provide that a director shall not be personally liable to the
Registrant or its shareholders for monetary damages for breach of duty of care
or any other duty owed to the Registrant or its shareholders for monetary
damages for breach of duty of care or any other duty owed to the Registrant as a
director, except that such provision shall not eliminate or limit the liability
of a director (a) for any appropriation, in violation of his duties, of any
business opportunity of the Registrant, (b) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (c) for unlawful corporate
distributions or (d) for any transaction from which the director received an
improper benefit.
Under Article V of the Registrant's Bylaws, the Registrant is required
to indemnify its directors and officers to the fullest extent permitted by
Georgia law. The Georgia Business Corporation Code provides that a corporation
may indemnify its directors, officers and agents against judgments, fines,
penalties, amounts paid in settlement, and expenses, including attorneys' fees,
resulting from various types of legal actions or proceedings if the actions of
the party being indemnified meet the standards of conduct specified therein. The
determination concerning whether or not the applicable standard of conduct has
been met can be made by (a) a disinterested majority of the Board of Directors,
(b) a majority of a committee of disinterested directors or (c) independent
legal counsel. No indemnification may be made to or on behalf of a corporate
director, officer, employee or agent (i) in corporation in which such person was
adjudged liable to the corporation or (ii) in connection with any other
proceeding in which such person was adjudged liable on the basis that personal
benefit was improperly received by him.
In the event any payments are made to an officer or director by way of
indemnity, other than by court order, action of the shareholders or by an
insurance carrier, the Registrant must notify its shareholders of such payments
and all relevant details in a timely manner and in no event later than the
notice of the next annual shareholders' meeting.
The Registrant's directors and officers are insured against losses
arising from any claim against them as such for wrongful acts or omissions,
subject to certain limitations.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibits to this Registration Statement are listed in the Exhibit
Index on Page 7 of this Registration Statement, which Index is incorporated
herein by reference.
Item 9. UNDERTAKINGS
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 to include any material
2
<PAGE> 4
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.
(2) For the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement of 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.
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.
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.
3
<PAGE> 5
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 City of Morton, State of Illinois on the 10th day of
December, 1998.
MORTON INDUSTRIAL GROUP, INC.
By: /s/ William D. Morton, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints William D. Morton, Daryl R. Lindeman and
Thomas D. Lauerman, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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, thereby ratifying
and confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
4
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William D. Morton Chairman of the Board, Chief Executive December 10, 1998
---------------------- Officer and Director
William D. Morton (Principal Executive Officer)
/s/ Thomas D. Lauerman Vice President, Finance (Principal December 10, 1998
------------------------ Financial and Accounting Officer)
Thomas D. Lauerman
/s/ Fred W. Broling Director December 10, 1998
----------------------
Fred W. Broling
/s/ Alfred R. Glancy, III Director December 10, 1998
----------------------------
Alfred R. Glancy, III
/s/ Mark W. Mealy Director December 10, 1998
--------------------
Mark W. Mealy
/s/ Willem F.P. de Vogel Director December 10, 1998
--------------------------
Willem F.P. de Vogel
</TABLE>
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Documents Numbered Page
- ------ ------------------------
<S> <C> <C>
4.1 Specimen Class A Common Stock Certificate. 7
4.2 Articles of Incorporation (filed herewith), as amended by Articles 9
of Amendment to Articles of Incorporation (filed as
Exhibit 3 to the registrant's Form 8-K dated
February 4, 1998).
4.3 Bylaws, as amended (incorporated by reference to Exhibit 3.3, to -
the registrant's annual report on Form 10-K405 dated March 17, 1998).
5 Opinion of Counsel. 14
23.1 Consent of Independent Auditor. 16
23.2 Consent of Independent Auditor 17
23.3 Consent of counsel (included in Exhibit 5). -
24 Power of Attorney (included on Signature Page of the Registration -
Statement).
</TABLE>
6
<PAGE> 1
EXHIBIT 4.1
SPECIMEN CLASS A COMMON STOCK CERTIFICATE
Front of Certificate:
MORTON INDUSTRIAL GROUP, INC. (LOGO)
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
SEE REVERSE FOR CERTAIN DEFINITIONS AND TRANSFER RESTRICTIONS.
CUSIP 619328 10 7
THIS CERTIFIES THAT _____________________ IS THE OWNER OF FULLY PAID AND
NON-ASSESSABLE SHARES OF THE $.01 PAR VALUE CLASS A COMMON STOCK OF MORTON
INDUSTRIAL GROUP, INC. (hereinafter called the "Corporation"), transferable on
the books of the Corporation by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate properly endorsed. This
certificate is not value until countersigned by the Transfer Agent and
Registrar. Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
VICE PRESIDENT (FINANCE), TREASURER & SECRETARY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(SEAL)
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
REVERSE OF CERTIFICATE:
Morton Industrial Group, Inc. will furnish to any shareholder of the
Corporation, upon request and without charge, a full statement of the
designation, relative rights, preferences, and limitations of the shares of each
class authorized to be issued and of each series of any class of shares so far
as the same have been prescribed, and the authority of the Board to designate
and prescribe the relative rights, preferences and limitations of other series.
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
TEN ENT
JT TEN
As tenants in common
As tenants by the entireties
As joint tenants with right
of survivorship and not as tenants
in common
UNIF GIFT MIN ACTD Custodian
<PAGE> 2
(Cust) (Minor)
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
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
shares of the capital 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
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
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
THE SHARES OF CLASS A COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO TRANSFER
RESTRICTIONS PURSUANT TO ARTICLE X OF THE ARTICLES OF INCORPORATION OF THE
CORPORATION, REFERENCE TO WHICH IS MADE FOR ALL PURPOSES.
2
<PAGE> 1
EXHIBIT 4.2
ARTICLES OF INCORPORATION
OF
GEORGIA MLX CORP.
I.
The name of the Corporation is:
Georgia MLX Corp.
II.
The total authorized capital stock of the Corporation shall
be:
1. Common Shares: 30,000,000Par Value Per Share $.01
Preferred Shares: 2,000,000 No Par Value Per Share
2. A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:
A. Common Stock
(1) Issuance of Common Stock in Series. The Board of Directors
shall have authority to divide and issue shares of common stock into series
which will be identical except as to voting rights. The Board of Directors will
fix and determine the voting rights, if any, of each such series of common stock
at the time it is issued; provided that no shares of common stock may have more
than one vote.
(2) Dividends. No dividends (other than dividends payable in
common shares) shall be paid on common shares if cash dividends in full on all
outstanding preferred stock shall not have been paid or declared and set apart
for payment of any sinking fund for the preferred shares is in arrears.
B. Preferred Stock
(1) Issuance of Preferred Stock in Series. The Board of
Directors shall have authority to divide and issue shares of preferred stock
into series and, within the limitations set forth in the Georgia Business
Corporation Code, as amended, and the Corporation's Articles of Incorporation,
to fix and determine the relative rights, preferences, and limitations of the
shares of any series so established. Each series of preferred stock shall be
designated by the Board of Directors as to distinguish the shares thereof from
the shares of all other series of preferred stock
<PAGE> 2
and other classes of stock of the Corporation. All shares of preferred stock
will be identical, except as to the following rights, preferences, and
limitations as to which there may be variations between different series as
fixed and determined by the Board of Directors: (a) the voting rights, if any,
of any series of preferred stock; provided that no share of preferred stock may
have more than one vote;
(b) the rate of dividends and the extent or further
participation in dividend distribution, if any; (c) the price and the terms and
conditions on which the shares are redeemable; (d) the amount payable upon
shares in event of voluntary or involuntary liquidation; (e) sinking fund
provisions for the redemption or purchase of shares and (f) the terms and
conditions on which shares are convertible.
The Board of Directors shall not create a sinking fund for the
redemption or purchase of shares of any series of preferred stock unless
provision for a sinking fund at least as beneficial to all issued and
outstanding shares of preferred stock shall either then exist or be at the same
time created.
(2) Dividends. The holders of preferred stock of each series
shall be entitled to receive out of any funds legally available therefor, when
and as declared by the Board of Directors in accordance with the resolution
adopted providing for the issue of such series before any dividend (other than
dividends payable in Common Stock) shall be paid on the Common Stock or other
stock ranking junior to the preferred stock. Such dividends shall be cumulative
from the date or dates fixed in the resolution adopted by the Board of Directors
providing for the issue of such series. Dividends in full shall not be declared
or paid or set apart for payment on the preferred stock of any one series for
any dividend period unless dividends in full have been declared or paid or set
apart for payment on the preferred stock of all series for all dividend periods
terminating on the same or an earlier date. When the dividends are not paid in
full on all series of the preferred stock the shares of all series shall share
ratably in the payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if all dividends
were declared and paid in full. A "dividend period" is the period between any
two consecutive payment dates (or, when shares are originally issued, the period
from the date from which dividends are cumulative to the first dividend payment
date) as fixed for a particular series. Accumulations shall not bear interest.
III.
The street address and county of the Corporation's initial
registered office shall be 66 Luckie Street, Suite 604, Atlanta, Georgia 30303,
County of Fulton. The initial registered agent of the Corporation at that office
shall be The Prentice-Hall Corporation System, Inc.
2
<PAGE> 3
IV.
The name and address of the sole incorporator is:
James Steinberg
1100 Peachtree Street
Suite 2800
Atlanta, Georgia 30309
V.
The mailing address of the initial principal office of the
Corporation shall be:
5305 Oakbrook Parkway
Norcross, Georgia 30093
VI.
The name and address of the initial director of the
Corporation shall be as follows:
Brian R. Esher
MLX Corp.
5305 Oakbrook Parkway
Norcross, Georgia 30093
VII.
The Corporation is organized to engage in any lawful purpose,
act or activity for which corporations may be organized under the Georgia
Business Corporation Code.
VIII.
No director of the Corporation shall be personally liable to
the Corporation or its shareholders for monetary damages for breach of his duty
of care or other duty as a director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation, (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) resulting from a violation of Section 14-2-832
of the Georgia Business Corporation Code, or (iv) any transaction from which the
director received an improper personal benefit. If the Georgia Business
Corporation Code is amended after the date of incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Georgia Business
Corporation Code, as so amended.
3
<PAGE> 4
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of any director of the Corporation existing at the time of such
repeal or modification.
IX.
In discharging the duties of their respective positions and in
determining what is believed to be in the best interests of the Corporation, the
board of directors, committees of the board of directors, and individual
directors, in addition to considering the effects of any action on the
Corporation or its shareholders, may consider the interests of the employees,
customers, suppliers, and creditors of the Corporation and its subsidiaries, the
communities in which offices or other establishments of the Corporation and its
subsidiaries are located, and all other factors the directors consider
pertinent.
X.
1. Certain Transfers Prohibited. Until January 1, 2007, (i)
any attempted or purported transfer or registration or transfer of any shares of
the Common Stock, to any person or entity (or group of persons or entities
acting in concert) who directly or indirectly owns, or whose shares are or would
be attributed to any person, entity or group who directly or indirectly owns, in
either case prior to the transfer and after giving effect to the applicable
attribution rules of Section 382 of the Internal Revenue Code of 1986, as
amended (the "Code"), more than 4.75% of the value of the outstanding capital
stock (within the meaning of Section 382 of the Code) of the Corporation shall
be void ab initio insofar as it purports to transfer ownership to the
transferee, (ii) any attempted or purported transfer or registration of transfer
of any shares of the Common Stock, to any person or entity (or group of persons
or entities acting in concert) not described in clause (i) above who directly or
indirectly would own, or whose shares would be attributed to any person, entity
or group who directly or indirectly would own, in either case as a result of and
immediately after the transfer and after giving effect to the applicable
attribution rules of Section 382 of the Code, more than 4.75% of the value of
the outstanding capital stock (within the meaning of Section 382 of the Code) of
the Corporation shall, as to the number of shares representing such excess over
4.75% be void ab initio insofar as it purports to transfer ownership to the
transferee, and (iii) any attempted or purported transfer or registration of
transfer of any shares of the Common Stock by any person or entity (or group of
persons or entities acting in concert), who directly or indirectly owns, in
either case immediately prior to the transfer and after giving effect to the
applicable attribution rules of Section 382 of the Code, 5% or more of the value
of capital stock (within the meaning of Section 382 of the Code) shall be void a
initio insofar as it purports to transfer ownership to the transferee; provided,
however, that neither clause (i), clause (ii), nor clause (iii) above shall
prevent a transfer if the transferor or purported transferee obtains the prior
written approval of the Board of Directors of the Corporation. The Board of
Directors may require, as a condition to any transfer, that the transferor or
the purported transferee provide the Corporation with an opinion of counsel
satisfactory to the Corporation to the effect that the transfer will not result
in an "ownership change" within the meaning of Section 382 of the Code. No
employee or agent of the Corporation shall be permitted to register in the stock
register maintained by the Corporation or its transfer agent any attempted or
purported transfer made in violation of this Section 1. Any unpermitted
registration of a transfer made in violation of this Section 1 shall
4
<PAGE> 5
be void ab initio. No intended transferee of shares of the Common Stock in any
such attempted or purported transfer or unpermitted registration shall be
recognized as a stockholder of the Corporation for any purpose whatsoever.
2. Effect of Attempted Transfer. In the event of an attempted
or purported transfer or unpermitted registration in violation of clause (i) or
clause (ii) of Section 1 above, the Corporation shall be deemed to be the
exclusive and irrevocable agent for the transferor of the shares of Common Stock
that are subject to the restrictions set forth in Section 1 above. The
Corporation shall be such transferor's agent for the limited purpose of
consummating a sale of such shares to a transferee who would not violate the
limitations contained in clause (i) or (ii) of Section 1 (an "Eligible
Transferee"). The record of ownership of the subject shares shall remain in the
name of the transferor until the shares have been sold by the Corporation or its
assignee, as agent, to an Eligible Transferee. The Corporation shall be entitled
to assign its agency hereunder to any person or entity including, but not
limited to, the intended transferee of the shares, for the purpose of effecting
a permitted sale of such shares. Neither the Corporation, as agent, nor any
assignee of its agency hereunder, shall be deemed to be a stockholder of the
Corporation nor be entitled to any rights of a stockholder of the Corporation,
including, but not limited to, any rights to vote such Common Stock or to
receive dividends or liquidating distributions in respect thereof, if any, but
the Corporation or its assignee shall have only the right to sell and transfer
such shares on behalf of and as agent for the transferor to another person or
entity, provided that a transfer to such other person or entity does not violate
the provisions of Section 1 above. The rights to vote and to receive dividends
and liquidating distributions with respect to such shares shall remain with the
transferor until such shares are sold to an Eligible Transferee. In the event of
a permitted sale and transfer, whether by the Corporation or its assignee, as
agent, the proceeds of such sale shall be applied first to reimburse the
Corporation or its assignee for any expenses incurred by the Corporation acting
in its role as the agent for the sale of such shares, second, to the extent of
any remaining proceeds, to reimburse the intended transferee for any payments
made to the transferor by such intended transferee for such shares, and the
remainder, if any, to the original transferor.
3. Stock Certificate Legend. All certificates hereafter issued
evidencing ownership of shares of Common Stock shall bear a conspicuous legend
as follows:
"THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO TRANSFER
RESTRICTIONS PURSUANT TO ARTICLE X OF THE ARTICLES OF INCORPORATION OF THE
CORPORATION, REFERENCE TO WHICH IS MADE FOR ALL PURPOSES."
4. Enforcement. The Board of Directors shall have the
discretion to issue instructions to, or make suitable arrangements with, the
transfer agent, if any, for the Corporation's Common Stock, whereby the transfer
agent will establish and enforce a mechanism for policing the transfer
prohibitions established by this Article X. The Board of Directors shall also
have authority to delegate to one or more officers of the Corporation the power
and authority to police and enforce the provisions of this Article X on behalf
of the Corporation.
5
<PAGE> 6
IN WITNESS WHEREOF, the undersigned has executed these
Articles of Incorporation.
------------------------------------
Incorporator
6
<PAGE> 1
EXHIBIT 5
December 14, 1998
Morton Industrial Group, Inc.
1021 West Birchwood St.
Morton, Illinois 61550
Re: Shares of Common Stock To Be Issued Under Morton Industrial Group,
Inc. 1997 Stock Option Plan Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for of Morton Industrial Group, Inc., in
connection with the above-captioned Registration Statement on Form S-8 filed
with the Securities and Exchange Commission for the purpose of registering under
the Securities Act of 1933, as amended, 1,166,711 shares of Common Stock of
Morton Industrial Group, Inc., a Georgia corporation (the "Company"), which
shares are issuable under the Morton Industrial Group, Inc. 1997 Stock Option
Plan (the "Plan").
In connection with the preparation of the Registration Statement, we
have examined the Certificate of Incorporation of the Company, the current
Bylaws of the Company, such other records and other documents that we have
deemed relevant to this opinion.
Based on the foregoing, it is our opinion that the 1,166,711 shares of
Common Stock when issued in the manner and as provided for in the Plan, will be
legally issued, fully paid and nonassessable, to the extent that such shares are
authorized and unissued shares.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Husch & Eppenberger, LLC
Husch & Eppenberger, LLC
2
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Morton Industrial Group, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Morton Industrial Group, Inc., relating to the Morton Industrial Group,
Inc. 1997 Stock Option Plan of our report dated February 4, 1998 related to the
consolidated balance sheets of Morton Metalcraft Holding Co. and Subsidiaries,
as of December 31, 1997 and June 30, 1997 and 1996 and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
fiscal years in the three-year period ended June 30, 1997.
Clifton Gunderson L.L.C.
Peoria, Illinois
December 15, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Morton Industrial Group, Inc., pertaining to the Morton
Industrial Group, Inc. 1997 Stock Option Plan, of our report dated February 20,
1998 with respect to the financial statements of MLX Corp., included in the
Annual Report (Form 10-K) of Morton Industrial Group, Inc. (formerly MLX Corp.)
for the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Atlanta, Georgia
December 14, 1998
4
