As filed with the Securities and Exchange Commission on June 15, 2000.
Registration No. 333-_____________
UNITED STATES
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12988 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices and zip code)
____________________________
PPT VISION, INC.
2000 STOCK OPTION PLAN
(Full title of the Plan)
____________________________
Copy to:
Joseph C. Christenson, President Thomas G.Lovett, IV
PPT Vision, Inc. Lindquist &Vennum P.L.L.P.
12988 Valley View Road 4200 IDS Center
Eden Prairie, Minnesota 55344 Minneapolis, MN 55402
(952) 996-9500 (612) 371-3270
(Name, address and telephone
number, including area code,
of agent for service)
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
Common Stock, 500,000 shares $4.5625 (1) $2,281,250 (1) $602.25
$.10 par value,
to be issued pursuant
to PPT Vision, Inc.
2000 Stock Option Plan
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) and based
upon the closing price of the Company's Common Stock on the
Nasdaq National Market on June 9, 2000.
PART I
Pursuant 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.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended
October 31, 1999.
(b) The Quarterly Reports of the Company on Form 10-Q for
the quarters ended January 31, 2000 and April 30, 2000;
the Definitive Proxy Statement dated February 7, 2000
for the 2000 Annual Meeting of Shareholders held on
March 16, 2000.
(c) The description the Company's Common Stock as
set forth under the caption "Capital Stock"
in the Company's Registration Statement on
Form S-2, as amended (File No. 333-03755)
filed May 15, 1996.
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 completion or termination of this
offering of shares of Common Stock 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.
The description of the Company's Common Stock to be offered
pursuant to this Registration Statement has been incorporated by
reference into this Registration Statement as described in Item 3
of this Part II.
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 criminal proceedings, had no reason
to believe the conduct was unlawful. In addition, Section
302A.521, subd. 3, of the Minnesota Statutes requires 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.
Not applicable.
Item 8. Exhibits.
Exhibit
4.1 PPT Vision, Inc. 2000 Stock Option Plan
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse, LLP
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) 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;
(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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person 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.
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 June 15, 2000.
PPT VISION, INC.
By /s/ Joseph C. Christenson
Joseph C. Christenson President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of PPT Vision, Inc.
hereby constitute and appoint Joseph C. Christenson with power to
act as 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 or she might
or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitutes, may
lawfully do or cause to be done by virtue hereof.
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 indicated on June 15,
2000.
Signature
/s/ Joseph C. Christenson
Joseph C. Christenson, President,
Director (Principal Executive Officer)
/s/ Larry G. Paulson
Larry G. Paulson, Vice President and
Chief Technology Officer, Director
/s/ Bruce C. Huber
Bruce C. Huber, Director
/s/ David Malmberg
David Malmberg, Director
/s/ Peter R. Peterson
Peter R. Peterson, Director
/s/ Richard R. Peterson
Richard R. Peterson, Chief Financial
Officer (Principal Accounting Officer)
EXHIBIT 4.1
PPT VISION, INC.
2000 STOCK OPTION PLAN
1. Purpose. The purpose of the PPT Vision, Inc. 2000 Stock
Option Plan is to provide a continuing, long-term incentive to
selected eligible officers, directors, key employees and
consultants of PPT Vision, Inc. (the "Corporation") and of any
subsidiary corporation of the Corporation (the "Subsidiary"), as
herein defined; to provide a means of rewarding outstanding
performance; and to enable the Corporation to maintain a
competitive position to attract and retain key personnel
necessary for continued growth and profitability.
2. Definitions. The following words and phrases as used herein
shall have the meanings set forth below:
1. "Board" shall mean the Board of Directors of the Corporation
as it may be comprised from time to time.
2. "Change in Control" shall mean the time at which any entity,
person or group (other than the Corporation, any subsidiary of
the Corporation or any savings, pension or other benefit plan for
the benefit of any employees of the Corporation or its
subsidiaries) which prior to such time beneficially owned less
than twenty percent (20%) of the then outstanding Common Stock
acquires such additional shares of Common Stock in one or more
transactions, or a series of transactions, such that following
such transaction or transactions such entity, person or group
beneficially owns, directly or indirectly, twenty percent (20%),
or more, of the outstanding Common Stock. Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur with
respect to the ownership by P. R. Peterson until he beneficially
owns, directly or indirectly thirty percent (30%) or more of the
outstanding common stock.
3. "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time or any successor statute.
4. "Committee" shall mean a committee of the Board as may be
designated by the Board, from time to time, for the purpose of
administering this plan as contemplated by Article 4 hereof. If
at any time no Committee shall be in office, then the functions
of the Committee specified in the Plan shall be exercised by the
Board.
5. "Common Stock" shall mean the common stock, $.10 par value,
of the Corporation.
6. "Consultant" means any person, including an advisor, engaged
by the Corporation or any Parent Corporation or Subsidiary of the
Corporation to render services, who is not an employee of the
Corporation or any Parent Corporation of Subsidiary of
Corporation.
7. "Corporation" shall mean PPT Vision, Inc., a Minnesota
corporation.
8. "Non-Employee Directors" shall mean a "Non-Employee
Director" within the meaning of Rule 16b-3(b)(3) under the
Securities Exchange Act, as amended, or any successor rule.
9. "Fair Market Value" of any security on any given date shall
be determined by the Committee as follows: (a) if the security
is listed for trading on one or more national securities
exchanges, or is traded on the Nasdaq National Market System or
the Nasdaq Small Cap Market, the last reported sales price on the
principal such exchange or Nasdaq System on the date in question,
or if such security shall not have been traded on such principal
exchange on such date, the last reported sales price on such
principal exchange or the Nasdaq System on the first day prior
thereto on which such security was so traded; or (b) if the
security is not listed for trading on a national securities
exchange or the Nasdaq System, but is traded in the over-the-
counter market, including the Nasdaq OTC Bulletin Board System,
closing bid price for such security on the date in question, or
if there is no such bid price for such security on such date, the
closing bid price on the first day prior thereto on which such
price existed; or (c) if neither (a) nor (b) is applicable, by
any means deemed fair and reasonable by the Committee, which
determination shall be final and binding on all parties.
10. "Incentive Stock Option" shall mean any stock option granted
pursuant to this Plan as an "incentive stock option" within the
meaning of Section 422 of the Code.
11. "Non-Qualified Stock Option" shall mean any stock option
granted pursuant to this Plan that is not an Incentive Stock
Option.
12. "Option" shall mean any stock option granted pursuant to
this Plan, whether an Incentive Stock Option or a Non-Qualified
Stock Option.
13. "Optionee" shall mean any person who is the holder of an
Option granted pursuant to this Plan.
14. "Outside Director" shall mean a director who (a) is not a
current employee of the Corporation or any member of an
affiliated group which includes the Corporation; (b) is not a
former employee of the Corporation who receives compensation for
prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year; (c) has not been an
officer of the Corporation; (d) does not receive remuneration
from the Corporation, either directly or indirectly, in any
capacity other than as a director, except as otherwise permitted
under Code Section 162(m) and regulations thereunder. For this
purpose, remuneration includes any payment in exchange for goods
or services. This definition shall be further governed by the
provisions of Code Section 162(m) and regulations promulgated
thereunder.
15. "Plan" shall mean this 2000 Stock Option Plan of the
Corporation.
16. "Subsidiary" shall mean any corporation (other than the
Corporation) which at the time qualifies as a subsidiary of the
Corporation under Section 425(f) of the Code.
17. "Tax Date" shall mean the date on which the amount of tax to
be withheld is determined under the Code.
3. Shares Available Under Plan. The number of shares which may
be issued pursuant to Options granted under this Plan shall not
exceed 500,000 shares of the Common Stock of the Corporation;
provided, however, that shares which become available as a result
of canceled, unexercised, lapsed or terminated Options granted
under this Plan shall be available for issuance pursuant to
Options subsequently granted under this Plan under a stock for
stock exercise of a stock option or the withholding of stock for
the payment of taxes, only the net number of shares issued to the
optionee shall be used to calculate the number of shares
remaining for distribution under the Plan. The shares issued
upon exercise of Options granted under this Plan may be
authorized and unissued shares or shares previously acquired or
to be acquired by the Corporation.
4. Administration.
4.1. The Plan will be administered by the Board or a
Committee of at least two directors, all of whom shall be
Outside Directors and Non-Employee Directors. The Committee
may be a subcommittee of the Compensation Committee of the
Board.
4.2. The Committee will have plenary authority, subject
to provisions of the Plan, to determine when and to whom
Options will be granted, the term of each Option, the number
of shares covered by it, the participation by the Optionee
in other plans, and any other terms or conditions of each
Option. The Committee shall determine with respect to each
grant of an Option whether a participant shall receive an
Incentive Stock Option or a Non-Qualified Stock Option. The
number of shares, the term and the other terms and
conditions of a particular kind of Option need not be the
same, even as to Options granted at the same time. The
Committee's recommendations regarding Option grants and
terms and conditions thereof will be conclusive.
4.3. The Committee will have the sole responsibility
for construing and interpreting the Plan, for establishing
and amending any rules and regulations as it deems necessary
or desirable for the proper administration of the Plan, and
for resolving all questions arising under the Plan. Any
decision or action taken by the Committee arising out of or
about the construction, administration, interpretation and
effect of the Plan and of its rules and regulations will, to
the extent permitted by law, be within its absolute
discretion, except as otherwise specifically provided
herein, and will be conclusive and binding on all Optionees,
all successors, and any other person, whether that person is
claiming under or through any Optionee or otherwise.
4.4. The Committee will designate one of its members as
chairman. It will hold its meetings at the times and places
as it may determine. A majority of its members will
constitute a quorum, and all determinations of the Committee
will be made by a majority of its members. Any
determination reduced to writing and signed by all members
will be fully as effective as if it had been made by a
majority vote at a meeting duly called and held. The
Committee may appoint a secretary, who need not be a member
of the Committee, and may make such rules and regulations
for the conduct of its business as it may deem advisable.
4.5. No member of the Committee will be liable, in the
absence of bad faith, for any act or omission with respect
to his services on the Committee. Service on the Committee
will constitute service as a member of the Board, so that
the members of the Committee will be entitled to
indemnification and reimbursement as Board members pursuant
to its Bylaws.
4.6. The Committee will regularly inform the Board as
to its actions with respect to all Options granted under the
Plan and the terms and conditions and any such Options in a
manner, at any times, and in any form as the Board may
reasonably request.
4.7. Any other provision of the Plan to the contrary
notwithstanding, the Committee is authorized to take such
action as it, in its discretion, may deem necessary or
advisable and fair and equitable to Optionees in the event
of: a Change in Control of the Corporation; a tender,
exchange or similar offer for all or any part of the Common
Stock made by any entity, person or group (other than the
Corporation, any Subsidiary of the Corporation or any
savings, pension or other benefit plan for the benefit of
employees of the Corporation or its Subsidiaries); a merger
of the Corporation into, a consolidation of the Corporation
with, or an acquisition of the Corporation by another
corporation; or a sale or transfer of all or substantially
all of the Corporation's assets. Such action, in the
Committee's discretion, may include (but shall not be deemed
limited to): establishing, amending or waiving the forms,
terms, conditions or duration of Options so as to provide
for earlier, later, extended or additional terms for
exercise of the whole, or any installment, thereof;
alternate forms of payment; or other modifications. The
Committee may take any such actions pursuant to this Section
4.7 by adopting rules or regulations of general
applicability to all Optionees, or to certain categories of
Optionees: by amending or waiving terms and conditions in
stock option agreements; or by taking action with respect to
individual Optionees. The Committee may take any such
actions before or after the public announcement of any such
Change in Control, tender offer, exchange offer, merger,
consolidation, acquisition or sale or transfer of assets.
5. Participants.
5.1. Participation in this Plan shall be limited to
officers and regular full-time executive, administrative,
professional, production and technical employees of the
Corporation or of a Subsidiary, or Consultants of the
Corporation or of a Subsidiary and to all Directors of the
Company.
5.2. Subject to other provisions of this Plan, Options
may be granted to the same participants on more than one
occasion.
5.3. The Committee's determination under the Plan
including, without limitation, determination of the persons
to receive Options, the form, amount and type of such
Options, and the terms and provisions of Options need not be
uniform and may be made selectively among otherwise eligible
participants, whether or not the participants are similarly
situated.
5.4 No person shall receive Options under this Plan
which exceed 50,000 shares during any fiscal year of the
Corporation.
6. Terms and Conditions.
6.1. Each Option granted under the Plan shall be
evidenced by a written agreement, which shall be subject to
the provisions of this Plan and to such other terms and
conditions as the Corporation may deem appropriate.
6.2. Each Option agreement shall specify the period for
which the Option thereunder is granted (which in no event
shall exceed ten years from the date of the grant for any
Option granted pursuant to Section 6.3(a) hereof, seven
years from the date of grant for any Option granted pursuant
to 6.3(b) hereof and ten years and one day from the date of
grant for any Option designated by the Committee as a Non-
Qualified Stock Option) and shall provide that the Option
shall expire at the end of such period; provided, however,
the term of each Option shall be subject to the power of the
Committee, among other things, to accelerate or otherwise
adjust the terms for exercise of Options pursuant to Section
4.7 hereof in the event of the occurrence of any of the
events set forth therein.
6.3. The exercise price per share shall be determined
by the Committee at the time any Option is granted;
provided, however, that in no event shall the exercise price
per share purchasable under a Non-Qualified Stock Option be
less than 85% of the Fair Market Value of the Common Stock
of the Corporation on the date the Option is granted, and,
if the Option is an Incentive Stock Option, shall be
determined as follows:
(a) For employees who do not own stock possessing
more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation
or of any Subsidiary, the Incentive Stock Option
exercise price per share shall not be less than one
hundred percent (100%) of Fair Market Value of the
Common Stock of the Corporation on the date the Option
is granted, as determined by the Committee.
(b) For employees who own stock possessing more
than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation or of
any Subsidiary, the Incentive Stock Option exercise
price per share shall not be less than one hundred ten
percent (110%) of the Fair Market Value of the Common
Stock of the Corporation on the date the Option is
granted, as determined by the Committee.
6.4. The aggregate Fair Market Value (determined as of
the time the Option is granted) of the Common Stock with
respect to which an Incentive Stock Option under this Plan
or any other plan of the Corporation or its Subsidiaries is
exercisable for the first time by an Optionee during any
calendar year shall not exceed $100,000.
6.5. An Option shall be exercisable at such time or
times, and with respect to such minimum number of shares, as
may be determined by the Corporation at the time of the
grant. The Option agreement may require, if so determined
by the Corporation, that no part of the Option may be
exercised until the Optionee shall have remained in the
employ of the Corporation or of a Subsidiary for such period
after the date of the Option as the Corporation may specify.
Notwithstanding the foregoing and subject to the
discretionary acceleration rights of the Committee, an
Option granted to a director, officer or 10% shareholders of
the Corporation shall not be exercisable for a period of six
(6) months unless the Option has been approved by the Board,
the Committee or the shareholders of the Corporation.
6.6. The Corporation may prescribe the form of legend
which shall be affixed to the stock certificate representing
shares to be issued and the shares shall be subject to the
provisions of any repurchase agreement or other agreement
restricting the sale or transfer thereof. Such agreements
or restrictions shall be noted on the certificate
representing the shares to be issued.
7. Exercise of Option.
7.1. Each exercise of an Option granted hereunder,
whether in whole or in part, shall be by written notice
thereof, delivered to the Secretary of the Corporation (or
such other person as he may designate). The notice shall
state the number of shares with respect to which the Options
are being exercised and shall be accompanied by payment in
full for the number of shares so designated. Shares shall
be registered in the name of the Optionee unless the
Optionee otherwise directs in his or her notice of election.
7.2. Payment shall be made to the Corporation either
(i) in cash, including certified check, bank draft or money
order, (ii) at the discretion of the Corporation, by
delivering Common Stock of the Corporation already owned by
the participant, (iii) at the discretion of the Corporation,
by delivering a promissory note, containing such terms and
conditions acceptable to the Corporation, for all or a
portion of the purchase price of the shares so purchased, or
a combination of (i), (ii) and (iii). With respect to (ii)
the Fair Market Value of stock so delivered shall be
determined as of the date immediately preceding the date of
exercise.
7.3. Upon notification of the amount due and prior to,
or concurrently with, the delivery to the Optionee of a
certificate representing any shares purchased pursuant to
the exercise of an Option, the Optionee shall promptly pay
to the Corporation any amount necessary to satisfy
applicable federal, state or local withholding tax
requirements.
7.4. If the terms of an Option so permit, an Optionee,
other than a member of the Committee, may elect by written
notice to the Secretary of the Corporation (or such other
person as he may designate), to satisfy the withholding tax
requirements associated with the exercise of an Option by
authorizing the Corporation to retain from the number of
shares of Common Stock that would otherwise be deliverable
to the Optionee that number of shares having an aggregate
Fair Market Value on the Tax Date equal to the tax payable
by the Optionee under Section 7.3. Any such election shall
be in accordance with, and subject to, applicable tax and
securities laws, and regulations and rulings and in the
event shares are withheld, the amount withheld may not
exceed the minimum required federal, state and FICA
withholding amounts. Where shares are transferred to an
Optionee prior to the Tax Date, the Optionee shall agree in
any such election to surrender that number of shares having
an aggregate Fair Market Value on the Tax Date equal to the
tax payable by the Optionee under Section 7.3. In addition,
any election to have shares withheld pursuant to this
Section 7.4 will be irrevocable by the Optionee and will in
any event be subject to the disapproval of the Committee.
8. Adjustments of Option Stock. In case the shares issuable
upon exercise of any Option granted under the Plan at any time
outstanding shall be subdivided into a greater or combined into a
lesser number of shares (whether with or without par value), the
number of shares purchasable upon exercise of such Option
immediately prior thereto shall be adjusted so that the Optionee
shall be entitled to receive a number of shares which he or she
would have owned or have been entitled to receive after the
happening of such event had such Option been exercised
immediately prior to the happening of such subdivision or
combination or any record date with respect thereto. An adjust
ment made pursuant to this paragraph shall become effective
immediately after the effective date of such subdivision or
combination retroactive to the record date, if any, for such
subdivision or combination. The Option price (as such amount may
have theretofore been adjusted pursuant to the provisions hereof)
shall be adjusted by multiplying the Option price immediately
prior to the adjustment of the number of shares purchasable under
the Option by a fraction, of which the numerator shall be the
number of shares purchasable upon the exercise of the Option
immediately prior to such adjustment, and of which the
denominator shall be the number of shares so purchasable
immediately thereafter. Substituted shares of stock shall be deemed
shares under Section 3 of the Plan.
9. Assignments. Any Option granted under this Plan shall be
exercisable only by the Optionee to whom granted during his or
her lifetime and shall not be assignable or transferable
otherwise than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, the Board or the
Committee may, in its discretion, determine that an Option may be
exercised by a person other than the Optionee and that an Option
may be transferable based on he tax and federal securities law
considerations then in effect for such Options.
10. Severance; Death; Disability. An Option shall terminate,
and no rights thereunder may be exercised, if the person to whom
it is granted ceases to be employed by the Corporation or by a
Subsidiary except that:
10.1. If the employment of the Optionee is termi
nated by any reason other than his or her death or
disability, the Optionee may at any time within not more
than three months after termination of his or her
employment, exercise his or her Option rights but only to
the extent they were exercisable by the Optionee on the date
of termination of his or her employment; provided, however,
that if the employment is terminated by deliberate, willful
or gross misconduct as determined by the Committee, all
rights under the Option shall terminate and expire upon such
termination.
10.2. If the Optionee dies while in the employ of
the Corporation or a Subsidiary, or within not more than
three months after termination of his or her employment, the
Optionee's rights under the Option may be exercised at any
time within one year following such death by his or her
personal representative or by the person or persons to whom
such rights under the Option shall pass by will or by the
laws of descent and distribution, but only to the extent
they were exercisable by the Optionee on the date of death.
10.3. If the employment of the Optionee is termi
nated because of permanent disability, the Optionee, or his
or her legal representative, may at any time within not more
than one year after termination of his or her employment,
exercise his or her Option rights but only to the extent
they were exercisable by the Optionee on the date of
termination of his or her employment.
10.4. Notwithstanding anything contained in
Sections 10.1, 10.2 and 10.3 to the contrary, no Option
rights shall be exercisable by anyone after the expiration
of the term of the Option.
10.5. Transfers of employment between the
Corporation and a Subsidiary, or between Subsidiaries, will
not constitute termination of employment for purposes of any
Option granted under this Plan. The Committee may specify
in the terms and conditions of an Option whether any
authorized leave of absence or absence for military or
government service or for any other reasons will constitute
a termination of employment for purposes of the Option and
the Plan.
11. Rights of Participants. Neither the participant nor the
personal representatives, heirs, or legatees of such participant
shall be or have any of the rights or privileges of a shareholder
of the Corporation in respect of any of the shares issuable upon
the exercise of an Option granted under this Plan unless and
until certificates representing such shares shall have been
issued and delivered to the participant or to such personal
representatives, heirs or legatees.
12. Securities Registration. If any law or regulation of the
Securities and Exchange Commission or of any other body having
jurisdiction shall require the Corporation or the participant to
take any action in connection with the exercise of an Option,
then notwithstanding any contrary provision of an Option
agreement or this Plan, the date for exercise of such Option and
the delivery of the shares purchased thereunder shall be deferred
until the completion of the necessary action. In the event that
the Corporation shall deem it necessary, the Corporation may
condition the grant or exercise of an Option granted under this
Plan upon the receipt of a satisfactory certificate that the
Optionee is acquiring the Option or the shares obtained by
exercise of the Option for investment purposes and not with the
view or intent to resell or otherwise distribute such Option or
shares. In such event, the stock certificate evidencing such
shares shall bear a legend referring to applicable laws
restricting transfer of such shares. In the event that the
Corporation shall deem it necessary to register under the
Securities Act of 1933, as amended, or any other applicable
statute, any Options or any shares with respect to which an
Option shall have been granted or exercised, then the participant
shall cooperate with the Corporation and take such action as is
necessary to permit registration or qualification of such Options
or shares.
13. Duration and Amendment.
13.1. There is no express limitation upon the
duration of the Plan, except for the requirement of the Code
that all Incentive Stock Options must be granted within ten
years from the date the Plan is approved by the
shareholders.
13.2. The Board may terminate or may amend the Plan
at any time, provided, however, that the Board may not,
without approval of the shareholders of the Corporation, (i)
increase the maximum number of shares as to which options
may be granted under the Plan, (ii) permit the granting of
Incentive Stock Options at less than 100% of Fair Market
Value at time of grant, or (iii) permit any change which
results in any repricing of any award or option heretofore
granted hereunder.
14. Approval of Shareholders. This Plan expressly is subject to
approval of holders of a majority of the outstanding shares of
Common Stock of the Corporation, and if it is not so approved on
or before one year after the date of adoption of this Plan by the
Board, the Plan shall not come into effect, and any Options
granted pursuant to this Plan shall be deemed canceled.
15. Conditions of Employment. The granting of an Option to a
participant under this Plan who is an employee shall impose no
obligation on the Corporation to continue the employment of any
participant and shall not lessen or affect the right of the
Corporation to terminate the employment of the participant.
16. Other Options. Nothing in the Plan will be construed to
limit the authority of the Corporation to exercise its corporate
rights and powers, including, by way of illustration and not by
way of limitation, the right to grant options for proper
corporate purposes otherwise than under the Plan to any employee
or any other person, firm, corporation, association, or other
entity, or to grant Options to, or assume Options of, any person
for the acquisition by purchase, lease, merger, consolidation, or
otherwise, of all or any part of the business and assets of any
person, firm, corporation, association, or other entity.
Adopted by Board of Directors December 22, 1999
Approved by Shareholders March 16, 2000
EXHIBIT 5.1
June 15, 2000
PPT Vision, Inc.
12988 Valley View Road
Eden Prairies, MN 55344
Re: Opinion of Counsel as to Legality of 500,000 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
500,000 shares of Common Stock, $.10 par value per share, of PPT
Vision, Inc., (the "Company") offered to officers, directors,
employees and consultants of the Company or its subsidiaries
pursuant to the PPT Vision, Inc. 2000 Stock Option 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
500,000 shares of Common Stock to be offered to officers,
directors and employees 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.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated December
10, 1999, relating to the financial statements which appear in
PPT Vision, Inc.'s Annual Report on Form 10-K for the year ended
October 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
June 14, 2000
