As filed with the Securities and Exchange Commission on February 2, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PPT Vision, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-1413345
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
10321 West 70th Street
Eden Prairie, MN 55344
(Address of principal executive officers and zip code)
____________________________
PPT Vision, Inc. 1995 Employee Stock Purchase Plan
(Full title of the Plan)
___________________________
COPY TO:
Joseph C. Christenson Thomas G. Lovett, Esq.
President Lindquist & Vennum P.L.L.P.
PPT Vision, Inc. 4200 IDS Tower
10321 West 70th Street 80 South 8th Street
Eden Prairie, MN 55344 Minneapolis, MN 55402
(612) 996-9500 (612) 371-3211
(Name, address and telephone
number of agent for service)
This Form S-8 consists of 21 pages (including exhibits).
The index to exhibits is set forth on page 4.
Page 2
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 19,500 shares $3.29 $64,155 $22.12
$.10 par value
Common Stock,
$.10 par value 130,500 shares $17.25(1) $2,242,500(1) $773.28
-------
$795.40
- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and based upon the average of the high and
low prices of the Company's Common Stock on the NASDAQ National
Market System on January 26, 1996.
</TABLE>
PART I
Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
Page 3
PART II
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the fiscal year
ended October 31, 1995.
(b) The Definitive Proxy Statement dated January 31, 1996 for the 1996
Annual Meeting of Shareholders.
(c) The description of the Company's Common Stock as set forth under the
caption "Capital Stock" in the Company's Registration Statement on Form 8-A, as
amended (File No. 0-11518).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 302A.521 of the Minnesota Statutes and Article 6 of the Company's
Bylaws require, among other things, the indemnification of persons made or
threatened to be made a party to a proceeding by reason of acts or omissions
performed in their official capacity as an officer, director, employee or agent
of the Company against judgments, penalties and fines (including attorneys'
fees) if such person is not otherwise indemnified, acted in good faith received
no improper benefit, reasonably believed that such conduct was in the best
interests of the Company, and, in the case of
Page 4
criminal proceedings, had no reason to believe the conduct was unlawful. In
addition, Section 302A.521, subd. 3, of the Minnesota Statutes require payment
by the Company, upon written request, of reasonable expenses in advance of final
disposition in certain instances if a decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
The options that have been granted under the Plan were all granted to
employees of the Company and were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.
Item 8. Exhibits.
- ------------------
Exhibit Page
4(a). PPT Vision, Inc.
1995 Employee Stock Purchase Plan 9
5(a). Opinion and Consent of Lindquist & Vennum
as to the legality of the securities being
registered 20
24(a). Consent of Lindquist & Vennum P.L.L.P.
(included in Exhibit 5(a)) 20
24(b). Consent of Price Waterhouse L.L.P.,
Independent Public Accountants 21
Page 5
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,
represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Page 6
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected 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.
Page 7
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 Eden Prairie, State of Minnesota, on February 1,
1996.
PPT Vision, Inc.
By:/s/ Joseph C. Christenson
-------------------------
Joseph C. Christenson,
President (Principal Executive
Officer)
POWER OF ATTORNEY
The undersigned officers and directors of PPT Vision, Inc. hereby
constitute and appoint Joseph C. Christenson and Larry G. Paulson with power to
act one without the other, our true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for us and in our stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Page 8
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- -----------------------------------------------------------------------------
/s/ Joseph C. Christenson President and Director February 1, 1996
- -------------------------- (Principal Executive
Joseph C. Christenson Officer)
/s/ Larry G. Paulson Vice President of Research February 1, 1996
- -------------------------- and Development, Secretary
Larry G. Paulson and Director
/s/ Bruce C. Huber Director February 1, 1996
- --------------------------
Bruce C. Huber
/s/ David Malmberg Director February 1, 1996
- --------------------------
David Malmberg
/s/ Peter R. Peterson Director February 1, 1996
- --------------------------
Peter R. Peterson
/s/ Thomas R. Northenscold Chief Financial Officer February 1, 1996
- --------------------------
Thomas R. Northenscold
Page 9
Exhibit 4(a)
PPT VISION, INC.
1995 Employee Stock Purchase Plan
Section 1
Purpose
-------
The purpose of this Employee Stock Purchase Plan is to provide a greater
community of interest between PPT Vision, Inc. shareholders and its employees,
and to facilitate purchase by employees of additional shares of stock in the
Company. It is believed the Plan will encourage employees to remain in the
employ of the Company and will also permit the Company to compete with other
corporations offering similar plans in obtaining and retaining the services of
competent employees. It is intended that options issued pursuant to this Plan
shall constitute options issued pursuant to an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended.
Section 2
Definitions
-----------
A. "Plan" means the 1995 PPT Vision, Inc. Employee Stock Purchase Plan.
B. "Code" means the Internal Revenue Code of 1986, as amended.
C. "Company" means Pattern Processing Technologies, Inc., and any of its
subsidiaries (as that term is defined by Section 425(f) of the Code) to which
PPT Vision, Inc. and such respective subsidiaries by action of their Boards of
Directors shall make this Plan applicable.
D. "Employee" means any person, including an officer, who is customarily
employed twenty (20) hours or more per week and more than five (5) months in a
calendar year by the Company.
E. "Eligible Employee" means an Employee of the Company who is eligible
for participation in the Plan in accordance with Section 4.
F. "Participant" means an Eligible Employee who has elected to participate
in the Plan in accordance with Section 5.
G. "Committee" means the committee provided for in Section 11.
H. The "Commencement Date" of the Plan means June 1, 1995 or such other
date established by the Committee.
Page 10
I. "Base Pay" means regular straight time earnings annualized as of the
date of commencement of a phase excluding payments, if any, for overtime,
incentive compensation, incentive payments, premiums, bonuses, and any other
special remuneration.
J. "Termination Date" shall mean the earlier of (i) the day immediately
preceding the one year anniversary of the commencement of a particular phase of
the Plan, or (ii) the effective date of any merger or consolidation in which the
Company is not the surviving corporation.
K. "Shares" shall mean common shares of the Company of the par value of
$.10, subject to adjustments which may be made in accordance with Sections 16
and 17.
Section 3
Term and Phases of the Plan
---------------------------
A. The Plan will commence on the Commencement Date and will terminate five
(5) years thereafter. Notwithstanding the foregoing, this Plan shall be
considered of no force or effect and any options granted shall be null and void
unless the shareholders of the Company approve the Plan within twelve (12)
months before or after the date of its adoption by the Board of Directors.
B. The Plan shall be carried out in five (5) phases, each phase being for
a period of one year, or such other length of time as made be determined by the
Committee. No phases shall run concurrently. A phase may commence immediately
after the termination of the preceding phase. The commencement of each phase
shall be determined by the Committee, provided that the commencement of the
first phase shall be within twelve (12) months before or after the date of
approval of the Plan by the shareholders of the Company. In the event all of
the stock reserved for grant of options hereunder is issued pursuant to the
terms hereof prior to the commencement of one or more phases scheduled by the
Committee or the number of shares remaining is so small, in the opinion of the
Committee, as to render administration of any succeeding phase impracticable,
such phase or phases shall be cancelled. Phases shall be numbered successively
as Phase 1, Phase 2, Phase 3, Phase 4 and Phase 5.
Page 11
Section 4
Eligibility
-----------
A. Any Employee of the Company who has completed at least two (2) weeks of
continuous service on or prior to the commencement of a phase of the Plan shall
be eligible to participate in the Plan, subject to the limitations imposed by
Section 423 of the Code.
B. Any Employee who is a member of the Board of Directors of the Company
shall be eligible to participate in the Plan.
C. Notwithstanding any provision of the Plan to the contrary, no Employee
shall be granted an option:
1. If such Employee, immediately after the option is granted,
owns shares possessing five percent (5%) or more of the total
combined voting power or value of all classes of shares of the
Company or a parent or a subsidiary of the Company. For purposes of
determining share ownership, the rules of Section 425(d) of the Code
shall apply, and shares which the Employee may purchase under
outstanding options shall be treated as shares owned by the Employee;
or
2. Which permits the Employee to purchase shares under such
plans of the Company or a parent or a subsidiary of the Company to
accrue at a rate which exceeds $25,000 of the fair market value of
such shares (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
Section 5
Participation
-------------
A. An Eligible Employee may elect to enroll as and become a Participant in
any phase of the Plan by completing a payroll deduction authorization on the
form provided by the Company and filing it with the personnel office at least
seven (7) days prior the date the phase commences.
B. Payroll deductions for a Participant shall commence on the date when
his payroll deduction authorization becomes effective and shall end on the last
payday immediately prior to or coinciding with the Termination Date of the
particular phase unless sooner terminated by the Participant as provided in
Section 9 or as otherwise provided herein.
Page 12
C. A participant who ceases to be an Eligible Employee, although still
employed by the Company, thereupon shall be deemed to discontinue his
participation in the Plan and shall have the rights provided in Section 9.
D. Participation in the Plan shall be voluntary.
Section 6
Payroll Deductions
------------------
A. Upon enrollment in any particular phase of the Plan, a Participant
shall elect to make contributions to the Plan by payroll deductions (in full
dollar amounts calculated to be as uniform as practicable throughout the period
of the phase), in the aggregate amount not in excess of the sum of 10% of such
Participant's Base Pay for the term of the phase, as determined on the basis of
his annual or annualized Base Pay at the commencement of the phase. The minimum
authorized payroll deduction shall be $10 per month.
B. All payroll deductions made for a Participant shall be credited to
the Participant's account under the Plan. The Participant may not make any
separate cash payments into such account.
C. A Participant may discontinue his participation in the phase and
terminate his payroll deduction authorized at any time as provided in Section 9.
D. A Participant may reduce the amount of his payroll deduction by
completing an amended payroll deduction authorization on the form provided and
filing it with the personnel office, but no change can be made during a phase of
the Plan which would either change the time or increase the rate of his payroll
deductions.
Section 7
Terms and Conditions of Options
-------------------------------
A. Stock options granted pursuant to the Plan may be evidenced by
agreements in such form as the Committee shall recommend and the Board of
Directors shall approve; provided that all Employees shall have the same rights
and privileges and provided further that such options shall comply with and be
subject to the following terms and conditions.
B. As of the commencement of a phase when a Participant's payroll
deduction authorization becomes effective, the Participant shall be granted an
option for as many full shares as he will be able to purchase with the
payroll deduction credited to the Participant's account during his
Page 13
participation in the phase, subject to the limitations of Section 10. The
maximum number of shares subject to purchase by a Participant shall equal the
total amount to be credited to the Participant's account under Section 6 hereof
divided by the option price set forth in Section 7, paragraph C.1. hereof.
C. The option price of shares to be purchased with payroll deductions
for an Employee who becomes a Participant as of the commencement of a phase
shall be the lower of:
1. 85% of the fair market value of the shares on the date the
phase commences, or
2. 85% of the fair market value of the shares on the
Termination Date of the phase.
D. The fair market value of the shares shall be determined by the
Committee for each valuation date in a manner consistent with Section 423 of the
Code.
Section 8
Exercise of Option
------------------
A. Unless a Participant gives written notice to the Company as provided
in Section 9, an option for the purchase of shares will be exercised
automatically as of the Termination Date of the phase for the purchase of the
number of full shares which the accumulated payroll deductions in the
Participant's account at that time will purchase at the applicable option price,
but in no event shall the number of full shares be greater than the number of
full shares which the Participant is eligible to purchase under Section 7,
paragraph B.
B. By written notice to the Company within one week prior to the
Termination Date of the phase a Participant may elect, effective at the
Termination Date, to:
1. withdraw all the accumulated payroll deductions in the
Participant's account at the time, without interest;
2. exercise his option for a specified number of full shares
less than the number of full shares which the accumulated payroll
deductions in his account will purchase at the applicable option
price, and withdraw the balance in the Participant's account without
interest, but in no event shall the number of full shares be greater
than the number of full shares to which a Participant is eligible to
purchase under Section 7, paragraph B.
Page 14
Section 9
Death, Withdrawal or Termination
--------------------------------
A. In the event of the death of a Participant during any phase of the
Plan, the person or persons specified in Section 18 may give notice to the
Company within sixty (60) days of the death of the Participant, but in no event
later than the end of the period specified in Section 8, paragraph B., electing
to purchase the number of full shares which the accumulated payroll deductions
in the account of such deceased Participant will purchase at the option price
specified in Section C of Section 7 and have the balance in the account
distributed in cash without interest. If no such notice is received by the
Company within the period described in the preceding sentence, the accumulated
payroll deductions will be distributed in cash.
B. Upon termination of the Participant's employment during any phase of
the Plan for any reason other than the death of the Participant, the payroll
deductions credited to his account without interest shall be returned to such
Participant promptly.
C. A Participant may withdraw all or any part of the payroll deductions
credited to his account under the Plan at any time by giving written notice to
the Company. The Participant's payroll deductions credited to his account shall
be paid to him promptly after receipt of his notice of withdrawal and no further
payroll deductions shall be made from his compensation. Any amounts not
withdrawn shall remain in the Participants account.
Section 10
Shares Under Option
-------------------
A. The shares to be sold to a Participant under the Plan may, at the
election of the Company, be either authorized but unissued shares or shares
acquired in the open market by the Company. The maximum number of shares which
shall be made available for sale under the Plan shall be 150,000 shares subject
to adjustment upon changes in capitalization of the Company as provided in
Sections 16 and 17. If the total number of shares for which options are to be
granted on any date in accordance with Section 7 exceeds the number of shares
then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Committee shall make a pro
rata allocation of the shares remaining available in as nearly a uniform manner
as shall be practicable and as it shall determine to be equitable. In such
event, payroll deductions to be made shall be reduced accordingly and the
Committee shall give written notice of such reduction to each Participant
affected thereby.
Page 15
B. As promptly as practicable after the Termination Date of a phase, the
Company shall deliver to each Participant the full shares purchased under
exercise of his option, together with a cash payment equal to the balance
(without interest) of any payroll deductions credited to his account which were
not used for the purchase of shares.
C. The Participant will have no interest in shares covered by his option
until such option has been exercised.
Section 11
Administration
--------------
The Plan shall be administered by the Board of Directors of the Company, or
in its discretion, by a Committee consisting of not less than two (2) members
who shall be appointed by the Board of Directors of the Company. Each member of
such Committee shall be either a director, an officer or an employee of the
Company. Unless the Board of Directors limits the authority delegated to the
Committee in its appointment, the Committee shall be vested with full authority
to make, administer, and interpret such rules and regulations as it deems
necessary to administer the Plan, and any such determination, decision or action
of such Committee with respect to any action in connection with the
construction, interpretation administration or application of the Plan shall be
final, conclusive and binding on all Participants and any and all other persons
claiming under or through any Participant. It is provided, however, that the
provisions of the Plan shall be construed so as to extend and limit
participation in the Plan only in a manner consistent with the requirements of
Section 423 of the Code. For all purposes of this Plan other than this Section
11, references to the Committee shall also refer to the Board of Directors.
Section 12
Amendment of the Plan
---------------------
The Board of Directors of the Company may at any time amend the Plan,
except that no amendment may make any change in any option theretofore granted
which would adversely affect the rights of any Participant, and no amendment
shall be made without prior approval of the shareholders of the Company if such
amendment would require sale of more shares than are authorized under Section 10
of the Plan or change the qualifications of Eligible Employees under the Plan.
Page 16
Section 13
Nontransferability
------------------
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
by the Participant and any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, but the Company may treat
such act as an election to withdraw funds in accordance with Section 9.
Section 14
Use of Funds
------------
All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purposes and the Company shall not be
obligated to segregate such payroll deductions.
Section 15
Interest
--------
No interest will be paid on any amounts in any Participant's account.
Section 16
Changes in Capitalization, Merger, etc.
---------------------------------------
A. Subject to any required action by the shareholders, the number of
shares covered by each outstanding option, and the price per share thereof in
each such option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of the Company resulting from a subdivision or
consolidation of shares or the payment of a share dividend (but only on the
shares) or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company.
B. Subject to any required action by the shareholders, if the Company
shall be involved in any merger or consolidation, in which it is the surviving
corporation, each outstanding option shall pertain to and apply to the
securities to which a holder of the number of shares subject to the option would
have been entitled. A dissolution or liquidation of the Company shall cause
each outstanding option to terminate, provided in such event that, immediately
prior to such dissolution or liquidation, each Participant shall be repaid the
payroll deductions credited to his account without interest.
Page 17
C. In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
shares within the meaning of this Plan.
Section 17
Adjustments to Shares
---------------------
A. To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Committee, and
its determination in that respect shall be final, binding and conclusive,
provided that each option granted pursuant to this Plan shall not be adjusted in
a manner that causes the option to fail to continue to qualify as an option
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Code.
B. Except as hereinbefore expressly provided in Sections 16 and 17, the
optionee shall have no right by reason of any subdivision or consolidation of
shares of any class or the payment of any stock dividend or any other increase
or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of shares of any
class, or securities convertible into shares of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to the option.
C. The grant of an option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
Page 18
Section 18
Beneficiary Designation
-----------------------
A Participant may file a written designation of a beneficiary who may elect
to purchase shares or receive cash to the Participant's credit under the Plan in
the event of such Participant's death prior to delivery to him of such shares
and cash. Such designation of beneficiary may be changed by the Participant at
any time by written notice delivered to the Company. Upon the death of a
Participant and upon receipt by the Company of proof deemed adequate by it of
the identity and existence at the Participant's death of a beneficiary validly
designated by him under the Plan, the Company shall deliver such shares and cash
to such beneficiary in accordance with paragraph A of Section 9. If upon the
death of a Participant there is no surviving beneficiary duly designated as
above provided, the Company shall deliver accumulated payroll deductions to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company)
within sixty (60) days following the Participant's death, the Company shall
deliver such accumulated payroll deductions to the surviving spouse, if any, as
though named as the designated beneficiary hereunder, or if there is no such
surviving spouse or child, then to such relatives of the Participant as would be
entitled to such amounts, under the laws of intestacy in the deceased
Participant's domicile as though named as the designated beneficiary hereunder.
The Company shall not be liable for any distribution made of shares or cash
pursuant to any will or other testamentary disposition made by such Participant,
or because of the provisions of law concerning intestacy, or otherwise. No
designated beneficiary shall, prior to the death of the Participant by whom he
has been designated, acquire any interest in the shares or cash credited to the
Participant under the Plan.
Section 19
Registration and Qualification of Shares
----------------------------------------
The offering of the shares hereunder shall be subject to the effecting by
the Company of any registration or qualification of the shares under any federal
or state law or the obtaining of the consent or approval of any governmental
regulatory body which the Company shall determine, in its sole discretion, is
necessary or desirable as a condition to or in connection with, the offering or
the issue or purchase of the shares covered thereby. The Company shall make
every reasonable effort to effect such registration or qualification or to
obtain such consent or approval.
Page 19
Section 20
Plan Preconditions
------------------
The Plan is expressly made subject to (i) the approval by shareholders of
the Company, and (ii) at its election, the receipt by the Company from the
Internal Revenue Service of a determination letter or ruling, in scope and
content satisfactory to counsel, respecting the qualification of the Plan within
the meaning of Section 423 of the Code. If the Plan is not so approved by the
shareholders and if, at the election of the Company, the aforesaid determination
letter or ruling from the Internal Revenue Service is not received on or before
one year after this Plan's adoption by the Board of Directors, this Plan shall
not come into effect. In such case, the accumulated payroll deductions credited
to the account of each Participant shall forthwith be repaid to him without
interest.
ADOPTED BY BOARD OF DIRECTORS: January 10, 1995
APPROVED BY SHAREHOLDERS: March 8, 1995
Page 20
Exhibit 5
- ---------
February 1, 1996
PPT Vision, Inc.
10321 West 70th Street
Eden Prairie, MN 55344
Re: Opinion of Counsel as to Legality of 150,000 Shares of Common Stock
to be registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 150,000 shares of Common Stock, $.10 par
value, of PPT Vision, Inc. (the "Company") offered to employees of the Company
pursuant to the PPT Vision, Inc. 1995 Employee Stock Purchase Plan (the "Plan").
As general counsel for the Company, we advise you that it is our opinion,
based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 150,000 shares of Common Stock to
be offered to employees by the Company under the Plan, will, when paid for and
issued, be validly issued and lawfully outstanding, fully paid and nonassessable
shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/Lindquist & Vennum P.L.L.P.
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Page 21
Exhibit 24
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement on Form S-8, with respect to the PPT Vision, Inc. 1995 Employee
Stock Purchase Plan of our report dated November 22, 1995 appearing on page 17
of the Annual Report on Form 10-K of PPT Vision, Inc. We also consent to the
incorporation by reference of our report on the financial statement schedule,
which appears on page 29 of such Annual Report on Form 10-K.
/s/ Price Waterhouse, LLP
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PRICE WATERHOUSE, LLP
Minneapolis, Minnesota
February 1, 1996
