As filed with the Securities and Exchange Commission on December 21, 1995.
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
THE MACNEAL-SCHWENDLER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-2239450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 Colorado Boulevard, Los Angeles, California 90041
(Address of principal executive office)
THE MACNEAL-SCHWENDLER CORPORATION
1991 STOCK OPTION PLAN
(Full title of the Plan)
DR. RICHARD H. MACNEAL
The MacNeal-Schwendler Corporation
815 Colorado Boulevard
Los Angeles, California 90041
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (213) 258-9111
___________________
Copy to:
D. STEPHEN ANTION, ESQ.
O'MELVENY & MYERS
400 South Hope Street
Los Angeles, California 90071-2899
___________________
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<s) <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offeringregistration
per share price fee
- -------------------------------------------------------------------------------
Common Stock, 1,800,000 shares(1)$14.8125(2) $26,662,500(2) $9,194(2)
$.01 par
value per
share
- ---------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number
of shares of Common Stock stated above, options or other
rights to purchase or acquire the shares of Common Stock
covered by the Prospectus, certain rights pursuant to the
Registrant's Rights Agreement with Bank of America,
N.T. & S.A. to purchase additional shares of Common Stock,
and, pursuant to Rule 416, an additional indeterminate number
of shares which by reason of certain events specified in the
Plan may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share
and in the aggregate, and the registration fee were calculated
based upon average of the high and low prices of the Common
Stock as reported on the American Stock Exchange and published
in the Western Edition of the Wall Street Journal on December
18, 1995.
</TABLE>
___________________
As permitted by Rule 429, the Prospectus which contains the
information required pursuant to Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act"), and which relates to this
Registration Statement is a combined Prospectus which also relates to
a registration statement on Form S-8 (File No. 33-051744), as
amended, with respect to the registration under the Securities Act of
1,200,000 additional shares of Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and Registrant information) will
be sent or given to employees as specified by Securities and Exchange
Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of The MacNeal-Schwendler
Corporation (the "Company") filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal year
ended January 31, 1995;
(b) Quarterly Reports on Form 10-Q for the Company's
quarterly periods ending April 30, 1995, July 31, 1995
and October 31, 1995; and
(c) The description of the Company's Common Stock and the
description of certain related rights pursuant to the
Company's Rights Agreement contained in its Registration
Statement on Form 8-B dated September 29, 1994 (File No.
1-8722), and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act") prior to the filing of a post-effective
amendment which indicate that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus and to
be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $.01 per share,
(the "Common Stock") and certain related rights are registered
pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the General Corporation
Law of Delaware, the Company's Bylaws provide for indemnification of
directors and officers of the Company against all costs, charges,
expenses, liabilities and losses (including attorneys' fees,
judgements and amounts paid in settlement) actually and reasonably
incurred by them in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which any such person was or is a
party or is threatened to be made a party, if such person acted in
good faith and in a manner such person reasonably believed to be in
or not opposed to the best interest of the Company and, with respect
to any criminal action or proceeding, if such person had no
reasonable cause to believe his conduct was unlawful. In the case of
an action or suit by or in the right of the Company, such a person
may not be indemnified in respect of any claim, issue or matter as to
which he has been adjudged liable for negligence or misconduct in the
performance of his duty to the Company, unless and only to the extent
the court in which such action or suit was brought determines that
such person is fairly and reasonably entitled to indemnity for such
expenses as such court may deem proper. In each case,
indemnification shall be made only upon specific authorization of a
majority of disinterested directors, by written opinion of
independent legal counsel or by the stockholders, unless the
director, officer, employee or agent has been successful on the
merits or otherwise in defense of any such action or suit, in which
case he shall be indemnified without such authorization. The
Company's Bylaws require the Company to pay the expenses incurred by
a director or officer in defending or investigating a threatened or
pending action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt by the
Company of an undertaking by or on behalf of such director or officer
to repay such amount if it is ultimately determined that he is not
entitled to indemnification and permit the Company to advance such
expenses to other employees and agents of the Company upon such terms
and conditions as are specified by the Company's Board of Directors.
The advancement of expenses, as well as indemnification, pursuant to
the Company's Bylaws is not exclusive of any other rights which those
seeking indemnification or advancement of expenses from the Company
may have.
The Company's Certificate of Incorporation eliminates
personal liability of directors to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for: (i) any breach of the duty of loyalty to the Company or
its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law;
(iii) liability under Section 174 of the General Corporation Law of
Delaware relating to certain unlawful dividends and stock
repurchases; or (iv) any transaction from which the director derived
an improper personal benefit.
In addition, as permitted by the Company's Certificate
of Incorporation and Bylaws, individual indemnification agreements
(the "Indemnification Agreements") have been entered into by the
Company with its directors and officers. Further, as permitted by
Section 145 of the General Corporation Law of Delaware, the Company's
Bylaws permit the Company to purchase and maintain insurance on
behalf of any director, officer, employee or agent of the Company
against liability asserted against him or her in any such capacity,
whether or not the Company would have the power to indemnify him
against such liability under Delaware law. The Company maintains
liability insurance providing directors and officers coverage with
respect to certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 The MacNeal-Schwendler Corporation 1991 Stock Option Plan, as
amended.
4.2 Form of Employee Nonqualified Option Agreement under the 1991 Stock
Option Plan.
4.3 Form of Employee Incentive Stock Option Agreement under the 1991
Stock Option Plan.
4.4 Form of Non-Employee Director Program Award Agreement under the 1991
Stock Option Plan.
4.5 Rights Agreement dated September 19, 1988 between The MacNeal-
Schwendler Corporation and Bank of America NT&SA, as Rights Agent
(filed as Exhibit 4.1 to Current Report on Form 8-K, event date
September 14, 1988, and incorporated herein by this reference).
5 Opinion of O'Melveny & Myers (opinion re legality).
23.1 Consent of Independent Auditors.
23.2 Consent of O'Melveny & Myers (included in Exhibit 5).
24 Power of Attorney (included in this Registration Statement under
"Signatures").
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;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; and
(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 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 Exchange Act
that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 above, 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act, 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 Los Angeles, State of California, as of December 20,
1995.
THE MACNEAL-SCHWENDLER CORPORATION
By: ___/s/ RICHARD H. MACNEAL___
Richard H. MacNeal
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Richard H. MacNeal, Thomas C. Curry and Louis A. Greco
as his true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, each acting alone,
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, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and as of December 20, 1995.
Name Title
___/s/ RICHARD H. MACNEAL___ Chairman of the Board and
Richard H. MacNeal Chief Executive Officer (Principal
Executive Officer and Director)
___/s/ LOUIS A. GRECO___ Secretary and Chief Financial Officer
Louis A. Greco (Principal Financial and Accounting
Officer)
___/s/ BERNARD J. BANNAN___ Director
Bernard J. Bannan
___/s/ PAUL B. MACCREADY___ Director
Paul B. MacCready
___/s/ DALE D. MYERS___ Director
Dale D. Myers
___/s/ HAROLD HARRIGIAN___ Director
Harold Harrigian
___/s/ ARTHUR H. REIDEL___ Director
Arthur H. Reidel
___/s/ GEORGE N. RIORDAN___ Director
George N. Riordan
___/s/ FRANK PERNA___ Director
Frank Perna
___/s/ RUSSELL F. HENKE___ Director
Russell F. Henke
<PAGE>
Exhibit 4.1
THE MACNEAL-SCHWENDLER CORPORATION
1991 STOCK OPTION PLAN, AS AMENDED
<PAGE>
TABLE OF CONTENTS
Page
I. THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . .. . 1
1.2 Administration and Authorization; Power and Procedure .. . . . 1
1.3 Participation . . . . . . . . . . . . . . . . . . . . . . . . 3
1.4 Shares Available for Awards . . . . . . . . . . . . . . . . . 3
1.5 Grant of Awards . . . . . . . . . . . . . . . . . . . . . . . 4
1.6 Award Period. . . . . . . . . . . . . . . . . . . . . . . . . 4
1.7 Exercise and Vesting of Awards. . . . . . . . . . . . . . . . 4
1.8 No Transferability. . . . . . . . . . . . . . . . . . . . . . 4
II. EMPLOYEE OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.1 Grants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Option Price. . . . . . . . . . . . . . . . . . . . . . . . . 5
2.3 Limitations on Grant and Terms of Incentive Stock
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.4 Limits on 10% Holders . . . . . . . . . . . . . . . . . . . . 7
2.5 Option Repricing/Cancellation and Regrant . . . . . . . . . . 7
2.6 Limit on Grants to any Individual .. . . . . . . . . . . . . . 8
III. NON-EMPLOYEE DIRECTOR OPTIONS. . . . . . . . . . . . . . . . . . . . 8
3.1 Participation . . . . . . . . . . . . . . . . . . . . . . . . 8
3.2 Annual Option Grants . . . . . . . . . . . . . . . . . . . . . 8
3.3 Option Price . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.4 Option Period. . . . . . . . . . . . . . . . . . . . . . . . . 9
3.5 Exercise of Options . . . . . . . . . . . . . . . . . . . . . 9
3.6 Termination of Directorship . . . . . . . . . . . . . . . . . 9
3.7 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.8 Acceleration Upon a Change in Control Event . . . . . . . . . 10
3.9 Limitation on Amendments. . . . . . . . . . . . . . . . . . . 10
IV. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.1 Rights of Eligible Employees, Participants and
Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Adjustments; Acceleration . . . . . . . . . . . . . . . . . . 11
4.3 Effect of Termination of Employment . . . . . . . . . . . . . 12
4.4 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . 12
4.5 Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . 12
4.6 Plan Amendment, Termination and Suspension; Changes in
Awards. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.7 Privileges of Stock Ownership . . . . . . . . . . . . . . . . 14
4.8 Effective Date of Plan. . . . . . . . . . . . . . . . . . . . 14
4.9 Term of the Plan. . . . . . . . . . . . . . . . . . . . . . . 14
4.10 Governing Law/Construction/Severability . . . . . . . . . . . 14
4.11 Captions..... . . . . . . . . . . . . . . . . . . . . . . . . 15
4.12 Effect of Change of Subsidiary Status . . . . . . . . . . . . 15
4.13 Non-Exclusivity of Plan . . . . . . . . . . . . . . . . . . . 15
V. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 16
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
1991 STOCK OPTION PLAN, AS AMENDED
I. THE PLAN
1.1 PURPOSE.
The purpose of this Plan is to promote the success of the
Company by providing an additional means through the grant of Awards
(a) to attract, motivate and retain key employees, including officers
(whether or not directors), of the Company with rewards and
incentives for high levels of individual performance and improved
financial performance of the Company under the "Key Employee Program"
in Article II, and (b) to attract, motivate and retain experienced
and knowledgeable independent directors through the benefits provided
under the "Non-Employee Director Program" in Article III.
"Corporation" means The MacNeal-Schwendler Corporation and "Company"
means the Corporation and its Subsidiaries, collectively. These
terms and other capitalized terms are defined in Article V.
1.2 ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.
(a) Committee. This Plan shall be administered by and all
Awards to Eligible Employees shall be authorized by the
Committee. Action of the Committee with respect to the
administration of this Plan shall be taken pursuant to a
majority vote or by written consent of its members.
(b) Plan Awards; Interpretation; Powers of Committee.
Subject to the express provisions of this Plan, the Committee
shall have the authority:
(i) to determine from among those persons eligible
the particular Eligible Employees who will receive any
Awards;
(ii) to grant Awards to Eligible Employees, determine
the price at which securities will be offered or awarded
and the amount of securities to be offered or awarded to
any of such persons, and determine the other specific terms
and conditions of such Awards consistent with the express
limits of this Plan, and establish the installments (if
any) in which such Awards shall become exercisable, or
determine that no delayed exercisability is required, and
establish the events of termination of such Awards;
(iii) to approve the forms of Award Agreements (which
need not be identical either as to type of award or among
Participants);
(iv) to construe and interpret this Plan and any
agreements defining the rights and obligations of the
Company and Eligible Employee Participants under this Plan,
further define the terms used in this Plan, and prescribe,
amend and rescind rules and regulations relating to the
administration of this Plan;
(v) to cancel, modify or waive the Corporation's
rights with respect to, or modify, discontinue, suspend, or
terminate any or all outstanding Awards held by Eligible
Employees, subject to any required consent under Section
4.6;
(vi) to accelerate or extend the exercisability or
extend the term of any or all such outstanding Awards
within the maximum ten-year term of Awards under Section
1.6; and
(vii) to make all other determinations and take such
other action as contemplated by this Plan or as may be
necessary or advisable for the administration of this Plan
and the effectuation of its purposes.
Notwithstanding the foregoing, the provisions of Article III relating
to Non-Employee Director Awards shall be non-discretionary, automatic
and, to the maximum extent possible, self-effectuating, and the
discretion of the Committee shall not extend to such Awards in any
manner that would be impermissible under Rule 16b-3(c)(2).
(c) Binding Determinations. Any action taken by, or
inaction of, the Corporation, any Subsidiary, the Board or the
Committee relating or pursuant to this Plan shall be within the
absolute discretion of that entity or body and shall be
conclusive and binding upon all persons. No member of the Board
or Committee, or officer of the Corporation or any Subsidiary,
shall be liable for any such action or inaction of the entity or
body, of another person or, except in circumstances involving
bad faith, of himself or herself. Subject only to compliance
with the express provisions hereof, the Board and Committee may
act in their absolute discretion in matters within their
authority related to this Plan.
(d) Reliance on Experts. In making any determination or
in taking or not taking any action under or with respect to this
Plan, the Committee or the Board, as the case may be, may obtain
and may rely upon the advice of experts, including professional
advisors to the Corporation. No director, officer or agent of
the Company shall be liable for any such action or determination
taken or made or omitted in good faith.
(e) Delegation. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Company.
1.3 PARTICIPATION.
Awards may be granted by the Committee only to those persons
that the Committee determines to be Eligible Employees. An Eligible
Employee who has been granted an Award may, if otherwise eligible, be
granted additional Awards if the Committee shall so determine. Non-
Employee Directors shall not be eligible to receive any Awards except
for Nonqualified Stock Options granted automatically without further
action of the Committee under the provisions of Article III.
1.4 SHARES AVAILABLE FOR AWARDS.
Subject to the provisions of Section 4.2, the capital stock that
may be delivered under this Plan shall be shares of the Corporation's
authorized but unissued Common Stock. The shares may be delivered
for any lawful consideration.
(a) Number of Shares. The maximum number of shares of
Common Stock that may be delivered pursuant to Awards granted to
Eligible Employees under this Plan shall not exceed 2,500,000
shares and the maximum number of shares of Common Stock that may
be delivered under the provisions of Article III shall not
exceed 500,000 shares, in each case subject to adjustments
contemplated by Section 4.2.
(b) Calculation of Available Shares and Replenishment.
Shares subject to outstanding Awards shall be reserved for
issuance. If any Award shall expire or be cancelled or
terminated without having been exercised in full, the
unpurchased shares subject thereto shall again be available for
the purposes of the Plan, subject to any applicable limitations
under Rule 16b-3. In addition, any Common Stock which is used
by an Eligible Employee Participant as full or partial payment
to the Company for the purchase of Common Stock acquired upon
exercise of an Option and any shares delivered by an Eligible
Employee Participant or withheld by the Company in satisfaction
of the tax withholding obligations of such Participant, shall be
available for further awards to Eligible Employees under this
Plan; provided, however, that, to the extent required to
maintain the Plan's status as a qualifying plan under Rule 16b-
3, such shares shall be available for subsequent awards only to
Eligible Employees who are not Section 16 Persons; provided
further that (except as otherwise permitted by the Code) no such
shares shall be available for future grants of incentive stock
options under this Plan.
1.5 GRANT OF AWARDS.
Subject to the express provisions of this Plan, the Committee
shall grant and determine the terms and conditions of all Awards to
Eligible Employees, the number of shares of Common Stock subject to
each Award and the price to be paid for the shares subject to each
Award. Each Award shall be evidenced by an Award Agreement signed by
the Corporation and, if required by the Committee, by the
Participant.
1.6 AWARD PERIOD.
All Awards to Eligible Employees and all executory rights or
obligations under the related Award Agreements shall expire on such
date (if any) as shall be determined by the Committee, but not later
than 10 years after the Award Date, and shall be subject to earlier
termination as provided herein or in the Award Agreements. The
Committee from time to time may authorize by amendment to or waiver
of the Award Agreements or otherwise, as to any number of Awards or
all Awards to Eligible Employees, any extension or acceleration of
benefits thereunder.
1.7 EXERCISE AND VESTING OF AWARDS.
(a) Provisions for Exercise. Unless the Committee
otherwise provides, no Eligible Employee's Award shall be
exercisable until at least 12 months after the initial Award
Date and, once exercisable, an Award shall remain exercisable
until the expiration or earlier cancellation or termination of
the Award.
(b) Procedure. Any exercisable Award shall be deemed to
be exercised when the Secretary of the Corporation receives
written notice of such exercise from the Participant, together
with any required payment made in accordance with Section 2.2(a)
or 3.3, as the case may be, and Section 4.5.
(c) Fractional Shares/Minimum Issue. Fractional share
interests shall be disregarded, but may be accumulated. The
Committee, however, may in the case of Eligible Employees
determine in the Award Agreement or thereafter that cash, other
securities, or other property will be paid or transferred in
lieu of any factional share interests. No fewer than 100 shares
may be required on exercise of an Award at one time unless the
number purchased is the total number at the time available for
purchase under the Award.
1.8 NO TRANSFERABILITY.
Awards may be exercised only by, and amounts payable or shares
issuable pursuant to an Award shall be paid only to (or registered
only in the name of), the Participant or, if the Participant has
died, the Participant's Beneficiary or, if the Participant has
suffered a Disability, the Participant's Personal Representative, if
any, or if there is none, the Participant, or (to the extent
permitted by applicable law and Rule 16b-3) to a third party, but
only in such circumstances and pursuant to such conditions and
procedures as the Committee may establish and expressly authorize in
or by amendment to an Award. Other than by will or the laws of
descent and distribution or, commencing on the Deferred Effective
Date, pursuant to a QDRO or other exception to transfer restrictions
under Rule 16b-3 (except to the extent not permitted in the case of
an Incentive Stock Option) expressly so permitted by the Committee,
no right or benefit under this Plan or any Award shall be
transferrable by the Participant or shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge and any such attempted action shall be void.
The Corporation shall disregard any attempt at transfer, assignment
or other alienation prohibited by the preceding sentences and shall
pay or deliver such cash or shares of Common Stock in accordance with
the provisions of this Plan. The designation of a Beneficiary
hereunder shall not constitute a transfer for these purposes.
II. EMPLOYEE OPTIONS
2.1 GRANTS.
One or more Options may be granted under this Article to any
Eligible Employee. Each Option granted may be either an Option
intended to be an Incentive Stock Option, or not so intended, as
determined by the Committee, and such intent shall be indicated in
the applicable Award Agreement.
2.2 OPTION PRICE.
(a) Pricing Limits. The purchase price per share of the
Common Stock covered by each Option granted under this Article
shall be determined by the Committee at the time of the Award,
but in the case of Incentive Stock Options shall not be less
than 100% (110% in the case of an Eligible Employee Participant
described in Section 2.4) of the Fair Market Value of the Common
Stock on the date of grant.
(b) Payment Provisions. No shares shall be delivered
pursuant to the exercise of an Option granted under this Article
until payment of the full purchase price of such shares is
received by the Corporation at its principal office located at
815 Colorado Boulevard, Los Angeles, California 90041, or at
such other place as the Committee may specify from time to time.
Payment methods may include any of the following, pursuant to
such conditions and rules or procedures as may be established by
the Committee from time to time or as may be set forth in the
Award Agreement:
(i) In cash;
(ii) In shares of Common Stock already owned by the
Participant;
(iii) Partly in cash and partly in shares of Common
Stock; or
(iv) By delivery of a notice instructing the
Corporation to deliver the shares being purchased to a
broker, subject to the broker's delivery of cash to the
Corporation equal to the purchase price.
Any shares used for payment pursuant to clause (ii) or (iv) above
shall have been held by the Eligible Employee Participant for at
least six months prior to such exercise date. Common Stock accepted
as a payment shall be valued at the Fair Market Value of the Common
Stock on the date of exercise.
(c) Reload Options. The Committee may provide in an Award
Agreement that, effective as of the date of exercise by a
Participant of all or part of an Option (the "Base Option") by
delivering shares of Common Stock already owned by the
Participant to the extent permitted by subsection (b)(ii) or
(iii) above, the Eligible Employee Participant shall be granted
an additional Option (a "Reload Option") to purchase at the Fair
Market Value as of the date of such exercise and new grant, a
number of shares of Common Stock equal to the number of whole
shares (subject to reduction in the case of an outstanding
Incentive Stock Option to the extent necessary to comply with
the $100,000 limit set forth in Section 2.3(a)) used by the
Participant to pay or toward the payment of the exercise price
of the Base Option, provided the Participant at the time of such
exercise is an Eligible Employee. The Reload Option may be
exercised between the date six months after its grant and the
original date of expiration of the Base Option or such later
time as the Committee may permit. The Reload Option shall be
evidenced in the Award Agreement for the Base Option or by any
other writing containing such terms and conditions as the
Committee shall approve, which conditions may provide that upon
the exercise of any Reload Option, an additional Reload Option
may be granted with respect to the number of whole shares used
to exercise the prior outstanding Reload Option. In no event,
however, shall the aggregate number of additional shares
authorized by Reload Option(s) exceed 50% of the maximum number
of shares initially deliverable (subject to adjustments pursuant
to Section 4.2(a)) on exercise of the Base Option.
2.3 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.
(a) $100,000 Limit. To the extent that the aggregate
"fair market value" of stock with respect to which incentive
stock options first become exercisable by a Participant in any
calendar year exceeds $100,000, taking into account both Common
Stock subject to Incentive Stock Options under this Plan and
stock subject to incentive stock options under all other plans
of the Company, such options shall be treated as nonqualified
stock options. For this purpose, the "fair market value" of the
stock subject to options shall be determined as of the date the
options were awarded. In reducing the number of options treated
as incentive stock options to meet the $100,000 limit, the most
recently granted options shall be reduced first. To the extent
a reduction of simultaneously granted options is necessary to
meet the $100,000 limit, the Committee may, in the manner and to
the extent permitted by law, designate which shares of Common
Stock are to be treated as shares acquired pursuant to the
exercise of an Incentive Stock Option.
(b) Option Period. Each Option and all rights thereunder
shall expire no later than 10 years after the Award Date.
(b) Other Code Limits. There shall be imposed in any
Award Agreement relating to Incentive Stock Options such terms
and conditions as from time to time are required in order that
the Option be an "incentive stock option" as that term is
defined in Section 422 of the Code.
2.4 LIMITS ON 10% HOLDERS.
No Incentive Stock Option may be granted to any person who, at
the time the Option is granted, owns (or is deemed to own under
Section 424(d) of the Code) shares of outstanding Common Stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Corporation, unless the exercise price of
such Option is at least 110% of the Fair Market Value of the stock
subject to the Option on the date of grant and such Option by its
terms is not exercisable after the expiration of five years from the
date such Option is granted.
2.5 OPTION REPRICING/CANCELLATION AND REGRANT.
Subject to Section 1.4 and Section 4.6 and the general
limitations on Awards contained elsewhere in this Plan, the Committee
from time to time may authorize, generally or in specific cases only,
any adjustment in the exercise or purchase price, the number of
shares subject to, or the term of, an Award granted under this
Article by cancellation of an outstanding Award and a subsequent
regranting of an Award, by amendment, by substitution of an
outstanding Award, by waiver or by other legally valid means. Such
amendment or other action may result among other changes in an
exercise or purchase price which is higher or lower than the exercise
or purchase price of the original or prior Award, provide for a
greater or lesser number of shares subject to the Award, or provide
for a longer or shorter vesting or exercise period.
2.6 LIMIT ON GRANTS TO ANY INDIVIDUAL.
The maximum number of shares of Common Stock that are
issuable under Options that during any calendar year are granted to
any Eligible Employee Participant shall not exceed 1,000,000, subject
to adjustments contemplated by Section 4.2.
III. NON-EMPLOYEE DIRECTOR OPTIONS
3.1 PARTICIPATION.
Awards under this Article III shall be made only to Non-Employee
Directors.
3.2 ANNUAL OPTION GRANTS.
(a) Time of Initial Award. Subject to approval by the
shareholders of the Corporation, (i) persons who are Non-
Employee Directors at the time of the Plan's adoption on
December 11, 1991 shall each be granted without further action a
Non-Qualified Option to purchase 2,000 shares of Common Stock;
(ii) persons who are Non-Employee Directors at the time of the
Plan's amendment on March 15, 1995 shall each be granted without
further action a Non-Qualified Option to purchase 10,000 shares
of Common Stock, less the number of shares subject to any Option
previously granted pursuant to this Section 3.2(a); and (iii)
persons who are elected or appointed to the Board after
March 15, 1995 shall each be granted without further action a
Non-Qualified Option to purchase 10,000 shares of Common Stock.
(b) Subsequent Annual Awards. On the first business day
in each calendar year following the approval of this Plan by the
shareholders of the Corporation and during the term of this
Plan, there shall be granted automatically (without any action
by the Committee or the Board) a Nonqualified Stock Option (the
Award Date of which shall be such date) to each Non-Employee
Director then in office to purchase 2,000 shares of Common Stock
on each such date through 1995 and 3,000 shares of Common Stock
in 1996 and thereafter.
3.3 OPTION PRICE.
The purchase price per share of the Common Stock covered by each
Option granted pursuant to Section 3.2 hereof shall be 100 percent of
the Fair Market Value of the Common Stock on the Award Date. The
Award Date of Options granted under Section 3.2(a) shall, for
purposes of determining the Option price, be December 11, 1991 with
respect to Options granted to directors as of that date, March 15,
1995 with respect to Options granted to directors as of that date, or
the date such Option is granted upon election or appointment of the
applicable director to the Board with respect to all other Options
granted under Section 3.2(a). The purchase price of any shares
purchased shall be paid in full at the time of each purchase either
(i) in cash or by check of or on behalf of the Non-Employee Director,
including (to the extent permitted by applicable law and consistent
with Rule 16b-3(c)(2)) the process set forth in Section 2.2(b)(iv),
(ii) in shares of Common Stock valued at their Fair Market Value on
the date of exercise of the Option or (iii) partly in such shares and
partly in cash; provided that any shares used for such payment shall
have been held by the Non-Employee Director Participant for at least
six months prior to such exercise date.
3.4 OPTION PERIOD.
Each option granted under this Article III and all rights or
obligations thereunder shall expire on the fifth anniversary of the
Award Date and shall be subject to earlier termination as provided
below.
3.5 EXERCISE OF OPTIONS.
Each Option granted under this Article III shall become
exercisable in full 12 months after the Award Date, except as
provided in Section 3.7.
3.6 TERMINATION OF DIRECTORSHIP.
An Option granted pursuant to this Article shall, if exercisable
on the date of a Non-Employee Director Participant's termination of
service as a director, remain exercisable only for six months after
the date of such termination or until the expiration of the stated
term of such Option, whichever first occurs. Any Option granted
pursuant to Section 3.2 hereof held by such Non-Employee Director
Participant which is not exercisable on the date of termination of
service shall terminate.
3.7 ADJUSTMENTS.
Options granted under this Article III shall be subject to
adjustment as provided in Section 4.2, but only to the extent that
(a) such adjustment and the Committee's actions in respect thereof
satisfy applicable criteria under Rule 16b-3 and (b) such adjustment
is consistent with adjustments to Options held by persons other than
executive officers or directors of the Corporation.
3.8 ACCELERATION UPON A CHANGE IN CONTROL EVENT.
Upon the occurrence of a Change in Control Event, each Option
granted under Section 3.2 hereof shall become immediately exercisable
in full. To the extent that any Option granted under this
Article III(a) is not exercised prior to (i) a dissolution of the
Corporation or (ii) a merger or other corporate event that the
Corporation does not survive and (b) no provision is (or consistent
with the provisions of Section 3.7 can be) made for the assumption,
conversion, substitution or exchange of the Option, the Option shall
terminate upon the occurrence of such event.
3.9 LIMITATION ON AMENDMENTS.
The provisions of this Article III shall not be amended more
than once every six months (other than as may be necessary to conform
to any applicable changes in the Code or the rules thereunder),
unless such amendment would be consistent with the provisions of Rule
16b-3(c)(2)(ii) (or any successor provision).
IV. OTHER PROVISIONS
4.1 RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND
BENEFICIARIES.
(a) Employment Status. Status as an Eligible Employee
shall not be construed as a commitment that any Award will be
made under this Plan to an Eligible Employee or to Eligible
Employees generally.
(b) No Employment Contract. Nothing contained in this
Plan (or in any other documents related to this Plan or to any
Award) shall confer upon any Eligible Employee or other
Participant any right to continue in the employ or other service
of the Company or constitute any contract or agreement of
employment or other service, nor shall interfere in any way with
the right of the Company to change such person's compensation or
other benefits or to terminate the employment of such person,
with or without cause, but nothing contained in this Plan or any
document related hereto shall adversely affect any other
contractual right of such person without his or her consent
thereto.
(c) Plan Not Funded. This Plan is not subject to Title 1
of ERISA and is not funded. No Participant, Beneficiary or
other person shall have any right, title or interest in any fund
or in any specific asset (including shares of Common Stock,
except as expressly otherwise provided) of the Company by reason
of any Award hereunder. Neither the provisions of this Plan (or
of any related documents), nor the creation or adoption of this
Plan, nor any action taken pursuant to the provisions of this
Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Company and any
Participant, Beneficiary or other person.
4.2 ADJUSTMENTS; ACCELERATION.
(a) Adjustments. If there shall occur any extraordinary
dividend or other extraordinary distribution in respect of the
Common Stock (whether in the form of cash, Common Stock, other
securities, or other property), or any recapitalization, stock
split (including a stock split in the form of a stock dividend),
reverse stock split, reorganization, merger, combination,
consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Corporation,
or any issuance of warrants or other rights to purchase Shares
or other securities of the Corporation (other than to employees)
at less than 80% of fair market value on the date of such
issuance, or there shall occur any other like corporate
transaction or event in respect of the Common Stock, then the
Committee shall, in such manner and to such extent (if any) as
it deems appropriate and equitable (1) proportionately adjust
any or all of (a) the number and type of shares of Common Stock
(or other securities) which thereafter may be made the subject
of Awards (including the specific maxima and numbers of shares
set forth elsewhere in this Plan), (b) the number, amount and
type of shares of Common Stock (or other securities or property)
subject to any or all outstanding Awards, and (c) the exercise
price of any or all outstanding Awards, or (2) in the case of an
extraordinary dividend or distribution, merger, reorganization,
consolidation, combination, split up, exchange or spin off make
provision for a cash payment or a substitution or exchange of
the securities or property deliverable upon exercise to the
holder of any or all outstanding Awards based upon the
distribution or consideration payable to holders of Common Stock
upon or in respect of such event; provided, however, in each
case, that with respect to Awards of Incentive Stock Options, no
such adjustment shall be made which would cause the Plan to
violate Section 424(a) of the Code or any successor provision
thereto.
(b) Acceleration of Awards Upon Change in Control. As to
any Eligible Employee Participant, unless prior to a Change in
Control Event the Committee determines that, upon its
occurrence, there shall be no acceleration of benefits under
Awards or determines that only certain or limited benefits under
Awards shall be accelerated and the extent to which they shall
be accelerated, and/or establishes a different time in respect
of such Event for such acceleration, then upon the occurrence of
a Change in Control Event each Option shall become immediately
exercisable. The Committee may override the limitations on
acceleration in this Section 4.2(b) by express provision in the
Award Agreement and may accord any Eligible Employee Participant
a right to refuse such acceleration in such circumstances as the
Committee may approve. Any acceleration of Awards shall comply
with applicable regulatory requirements, including without
limitation Section 422 of the Code. The authority and
provisions of this Section 4.2 are not intended to limit the
Committee's authority to provide for acceleration of
exercisability of Awards in other circumstances. Further, the
Committee may provide for the termination of any or all of an
Eligible Employee Participant's Awards to the extent they are
not exercised as of the date of any event or transaction in or
pursuant to which the Corporation does not survive.
4.3 EFFECT OF TERMINATION OF EMPLOYMENT.
The Committee shall establish in respect of each Award granted
to an Eligible Employee the effect of a termination of employment on
the rights and benefits thereunder and in so doing may make
distinctions based upon the cause of termination.
4.4 COMPLIANCE WITH LAWS.
This Plan, the granting and vesting of Awards under this Plan
and the issuance and delivery of shares of Common Stock and/or the
payment of money or the use or application of shares under this Plan
or under Awards granted hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations (including
but not limited to state and federal securities laws and federal
margin requirements) and to such approvals by any listing, regulatory
or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such
restrictions and the person acquiring such securities shall, if
requested by the Corporation, provide such assurances and
representations to the Corporation as the Corporation may deem
necessary or desirable to assure compliance with all applicable legal
requirements.
4.5 TAX WITHHOLDING.
Upon any exercise, vesting, or payment of any Award or upon the
disposition of shares of Common Stock acquired pursuant to the
exercise of an Incentive Stock Option prior to satisfaction of the
holding period requirements of Section 422 of the Code, the Company
shall have the right at its option to (i) require the Participant (or
Personal Representative or Beneficiary, as the case may be) to pay or
provide for payment of the amount of any taxes which the company may
be required to withhold with respect to such transaction or
(ii) deduct from any amount payable in cash the amount of any taxes
which the Company may be required to withhold with respect to such
cash amount. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this
Plan, any Eligible Employee Participant may elect, to the extent
allowed by and pursuant to such rules and subject to such conditions
as the Committee may establish, to have the Corporation reduce the
number of shares to be delivered by (or otherwise reacquire) that
number of shares valued at their then Fair Market Value to satisfy
such withholding obligation.
4.6 PLAN AMENDMENT, TERMINATION AND SUSPENSION; CHANGES IN
AWARDS.
(a) Board Authorization. Except as provided in Section
3.8, the Board may, at any time, terminate or, from time to
time, amend, modify or suspend this Plan, in whole or in part.
No Awards may be granted during any suspension of this Plan or
after termination of this Plan, but the Committee shall retain
jurisdiction as to Awards then outstanding in accordance with
the terms of this Plan.
(b) Shareholder Approval. If any amendment would
(i) materially increase the benefits accruing to Participants
under this Plan, (ii) materially increase the aggregate number
of securities that may be issued under this Plan, or
(iii) materially modify the requirements as to eligibility for
participation in this Plan, then to the extent then required by
Rule 16b-3 to secure benefits thereunder or to avoid liability
under Section 16 of the Exchange Act (and Rules thereunder) or
required under Section 424 of the Code or any other applicable
law, or deemed necessary or advisable by the Board, such
amendment shall be subject to shareholder approval.
(c) Amendments to Awards. Without limiting any other
express authority of the Committee under but subject to the
express limits of this Plan, the Committee by agreement or
resolution may waive conditions of or limitations on Awards to
Eligible Employees that the Committee in the prior exercise of
its discretion has imposed, without the consent of a
Participant, and may make other changes to the terms and
conditions of Awards that do not affect in any manner materially
adverse to the Eligible Employee Participant, his or her rights
and benefits under an Award.
(d) Limitations on Amendments to Plan and Awards. No
amendment, suspension or termination of the Plan or change of or
affecting any outstanding Award shall, without written consent
of the Participant, affect in any manner materially adverse to
the Participant any rights or benefits of the Participant or
obligations of the Corporation under any then outstanding Award
granted under this Plan. Changes contemplated by Section 4.2
shall not be deemed to constitute changes or amendments for
purposes of this Section 4.6.
4.7 PRIVILEGES OF STOCK OWNERSHIP.
A Participant shall not be entitled to any privilege of stock
ownership as to any shares of Common Stock not actually delivered to
and held of record by him or her, other than benefits incident to the
disposition of shares upon due exercise of an Option consistent with
the terms of this Plan. No adjustment will be made for dividends or
other rights as a shareholder for which a record date is prior to the
date of delivery of shares on exercise of an Award.
4.8 EFFECTIVE DATE OF PLAN.
This Plan was effective as of December 11, 1991, the date of
initial Board approval. The 1995 amendments to this Plan are
effective as of March 15, 1995, subject (in the case of the
amendments to Section 1.4(a) and Articles II and III) to shareholder
approval by December 31, 1995.
4.9 TERM OF THE PLAN.
No Award shall be granted more than ten years after the initial
effective date of the Plan (the "termination date"). Unless
otherwise expressly provided in this Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such
termination date, and all authority of the Committee with respect to
Awards hereunder shall continue during any suspension of this Plan
and in respect of outstanding Awards on such termination date.
4.10 GOVERNING LAW/CONSTRUCTION/SEVERABILITY.
(a) Choice of Law. This Plan, the Awards, all documents
evidencing Awards and all other related documents shall be
governed by, and construed in accordance with the laws of the
state of incorporation of the Corporation.
(b) Severability. If any provision shall be held by a
court of competent jurisdiction to be invalid and unenforceable,
the remaining provisions of this Plan shall continue in effect.
(c) Plan Construction. It is the intent of the
Corporation that this Plan and Awards hereunder satisfy and be
interpreted in a manner that in the case of Participants who are
or may be subject to Section 16(b) of the Exchange Act satisfies
the applicable requirements of Rule 16b-3 thereunder so that
such persons will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Exchange Act and
will not be subjected to avoidable liability thereunder and so
that persons receiving Awards under Article III remain
"disinterested" under these Rules. If any provision of this
Plan or of any Award would otherwise frustrate or conflict with
the intent expressed above, that provision to the extent
possible shall be interpreted and deemed amended so as to avoid
such conflict, but to the extent of any remaining irreconcilable
conflict with such intent as to such persons in the
circumstances, such provision shall be disregarded.
(d) Limitations Prior to September 1, 1995.
Notwithstanding any other provision of this Plan, during the
period prior to September 1, 1995 (or such other date as the
transition period under Rule 16b-3 may expire) (i) any Award
granted to a Section 16 Person shall have an exercise price
equal to or greater than 50% of the Fair Market Value of the
shares of Common Stock on the date of the Award and (ii) any
Award the grant of which is intended to be exempt from Rule 16b-
3 shall not be transferrable other than as permitted by former
Rule 16b-3(d)(ii).
4.11 CAPTIONS.
Captions and headings are given to the sections and subsections
of this Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
4.12 EFFECT OF CHANGE OF SUBSIDIARY STATUS.
If an entity ceases to be a Subsidiary, for purposes of this
Plan and any Award hereunder a termination of employment of each
employee of such Subsidiary who does not continue as an employee of
another entity within the Company shall be deemed to have occurred.
4.13 NON-EXCLUSIVITY OF PLAN.
Nothing in this Plan shall limit or be deemed to limit the
authority of the Board or the Committee to grant awards or authorize
any other compensation, with or without reference to the Common
Stock, under any other plan or authority.
V. DEFINITIONS.
5.1 DEFINITIONS.
(a) "Award" shall mean an award of any Option authorized
by and granted under this Plan.
(b) "Award Agreement" shall mean any writing setting forth
the terms of an Award that has been authorized by the Committee.
(c) "Award Date" shall mean the date upon which the
Committee took the action granting an Award or such later date
as the Committee designates as the Award Date at the time of the
Award, or in the case of Non-Employee Director Awards under
Article III, the date of automatic grant under Article III.
(d) "Award Period" shall mean the period beginning on an
Award Date and ending on the expiration date of such Award.
(e) "Beneficiary" shall mean the person, persons, trust or
trusts entitled by will or the laws of descent and distribution
to receive the benefits specified in the Award Agreement and
under this Plan in the event of a Participant's death, and shall
mean the Participant's executor or administrator if no other
Beneficiary is identified and able to act under the
circumstances.
(f) "Board" shall mean the Board of Directors of the
Corporation.
(g) A "Change in Control Event" shall mean and shall be
deemed to have occurred if and when: (i) within the meaning of
Section 13(d) of the Exchange Act, any person or group becomes a
beneficial owner, directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting
power in the election of directors of the Corporation's then
outstanding securities; (ii) individuals who were members of the
Board of the Corporation immediately prior to a meeting of the
shareholders of the Corporation involving a contest for the
election of directors shall not constitute a majority of the
Board following such election; (iii) the shareholders of the
Corporation approve the dissolution or liquidation of the
Corporation; (iv) the shareholders of the Corporation approve an
agreement to merge or consolidate, or otherwise reorganize, with
or into one or more entities which are not subsidiaries, as a
result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity are, or are to
be, owned by shareholders of the Corporation immediately prior
to such reorganization (assuming for purposes of such
determination that there is no change in the record ownership of
the Corporation's securities from the record date for such
approval until such reorganization and that such record owners
hold no securities of the other parties to such reorganization,
excluding from consideration as a former shareholder any
shareholder who is, or as a result of the transaction in
question becomes, an "affiliate", as that term is used the
Exchange Act and the rules promulgated thereunder, of any party
to such merger, consolidation or reorganization); or (v) the
shareholders of the Corporation approve the sale of
substantially all of the Corporation's business and/or assets to
a person or entity which is not a Subsidiary.
(h) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
(i) "Committee" shall mean a committee appointed by the
Board to administer this Plan, which committee shall be
comprised only of two (or until the Deferred Effective Date,
three) or more directors or such greater number of directors as
may be required under applicable law, none of whom is an
Eligible Employee and each of whom, during such time as one or
more Participants may be subject to Section 16 of the Exchange
Act, shall be Disinterested.
(j) "Common Stock" shall mean the Common Stock, $.01 par
value, of the Corporation and such other securities or property
as may become the subject of Awards, or become subject to
Awards, pursuant to an adjustment made under Section 4.2 of this
Plan.
(k) "Company" shall mean, collectively, the Corporation
and its Subsidiaries.
(l) "Corporation" shall mean The MacNeal-Schwendler
Corporation, a Delaware corporation, and its successors.
(m) "Deferred Effective Date" shall mean September 1, 1995
(or such other date as the transition period under Rule 16b-3
may expire).
(n) "Disinterested" shall mean disinterested within the
meaning of any applicable regulatory requirements, including
Rule 16b-3.
(o) "Eligible Employee" shall mean an officer, a key
executive, or an administrative, managerial, production,
marketing or sales employee of the Company, whether or not such
person is a director, or an Other Eligible Person.
(p) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
(q) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.
(r) "Fair Market Value" shall mean (i) if the Common Stock
is listed and registered on a national securities exchange such
as the New York Stock Exchange or the American Stock Exchange,
the simple average of the highest and lowest quoted selling
prices of the Common Stock on such exchange on the applicable
date of determination, or, if no such sales were made on such
date on such exchange, then by such method as of the last date
prior thereto on which sales were made, or (ii) if the Common
Stock is not listed and registered on any national securities
exchange, the simple average of the bid and ask prices per share
of Common Stock in the over-the-counter market at the end of the
applicable date of determination, or, if for any reason no such
quotations are available, then by such other method as the
Committee, in its sole discretion, shall determine to be
appropriate on such date of determination.
(s) "Incentive Stock Option" shall mean an Option which is
designated as an incentive stock option within the meaning of
Section 422 of the Code, the award of which contains such
provision as are necessary to comply with that section.
(t) "Nonqualified Stock Option" shall mean an Option that
is designated as a Nonqualified Stock Option and shall include
any Option intended as an Incentive Stock Option that fails to
meet the applicable legal requirements thereof. Any Option
granted hereunder that is not designated as an incentive stock
option shall be deemed to be designated a nonqualified stock
option under this Plan and not an incentive stock option under
the Code. Options granted under Article III shall be
Nonqualified Stock Options.
(u) "Non-Employee Director" shall mean a person who is, as
of the applicable date of determination for an award under
Article III, (i) a member of the Board of Directors of the
Corporation and not an officer or employee of the Company or any
affiliate, and (ii) eligible to serve on the Committee.
(v) "Option" shall mean an option to purchase Common Stock
under this Plan.
(w) "Other Eligible Person" shall mean any other
individual (including significant agents and consultants) who
performs substantial services for the Company of a nature
similar to those performed by key employees, selected to
participate in this Plan by the Committee from time to time;
provided that in no event shall a Non-Employee Director be
selected as an Other Eligible Person.
(x) "Participant" shall mean a person who has been granted
or has received an Award under this Plan.
(y) "Personal Representative" shall mean the person or
persons who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the Participant,
by legal proceeding or otherwise, the power to exercise the
rights or receive benefits under this Plan and who shall have
become the legal representative of the Participant.
(z) "Plan" shall mean this 1991 Stock Option Plan, as
amended.
(aa) "QDRO" shall mean a qualified domestic relations order
as defined in Section 414(p) of the Code or Title I, Section
206(d)(3) of ERISA (to the same extent as if this Plan were
subject thereto), or the applicable rules thereunder or other
decree accorded relief from transfer restrictions under Rule
16b-3.
(bb) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by
the Commission pursuant to the Exchange Act.
(cc) "Section 16 Person" shall mean a person subject to
Section 16(a) of the Exchange Act.
(dd) "Subsidiary" shall mean any corporation or other
entity a majority of whose outstanding voting stock or voting
power is beneficially owned directly or indirectly by the
Corporation.
<PAGE>
[FORM OF] Exhibit 4.2
THE MACNEAL-SCHWENDLER CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ____ day of __________, ____,
between The MacNeal-Schwendler Corporation, a Delaware corporation (the
"Corporation"), and _______________ (the "Employee").
WITNESSETH
WHEREAS, pursuant to The MacNeal-Schwendler Corporation 1991
Stock Option Plan, as amended (the "Plan"), the Corporation has granted
to the Employee effective as of the date first above written (the
"Award Date") a nonqualified stock option to purchase all or any part
of ______ authorized but unissued shares of Common Stock, $.01 par
value, of the Corporation upon the terms and conditions set forth
herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom,
the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such terms
in the Plan.
2. Grant of Option. This Agreement evidences the
Corporation's grant to the Employee of the right and option to
purchase, on the terms and conditions set forth herein and in the Plan,
all or any part of an aggregate of ______ shares of the Common Stock at
the price of $_____ per share (the "Option"), exercisable from time to
time, subject to the provisions of this Agreement and the Plan, prior
to the close of business on the day before the _____ anniversary of the
Award Date (the "Expiration Date").
3. Exercisability of Option. [Except as earlier permitted
by or pursuant to the Plan or by resolution of the Committee adopted
after the date hereof, no shares may be purchased by exercise of the
Option until the expiration of one year after the Award Date. After
such date, the Option may be exercised in whole or in part, from time
to time, until its expiration or earlier termination.
To the extent the Employee does not in any year purchase
all or any part of the shares to which the Employee is entitled, the
Employee has the right cumulatively thereafter to purchase any shares
not so purchased and such right shall continue until the Option
terminates or expires. Fractional share interests shall be
disregarded, but may be cumulated. No fewer than 100 shares may be
purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.]
4. Method of Exercise of Option. The Option shall be
exercisable by the delivery to the Corporation of a written notice
stating the number of shares to be purchased pursuant to the Option and
accompanied by payment made in accordance with and in a form permitted
by Section 2.2(b) of the Plan for the full purchase price of the shares
to be purchased, subject to such further limitations and rules or
procedures as the Committee may from time to time establish as to any
non-cash payment and as to the tax withholding requirements of Section
4.5 of the Plan. Shares delivered in payment of the exercise price
must have been owned by Employee for at least six months prior to the
exercise. In addition, the Employee (or the Employee's Beneficiary or
Personal Representative) shall furnish any written statements required
pursuant to Section 4.4 of the Plan.
5. Effect of Termination of Employment or Death; Change in
Subsidiary Status. The Option and all other rights hereunder, to the
extent not exercised, shall terminate and become null and void at such
time as the Employee ceases to be employed by either the Corporation or
any Subsidiary, except that:
(a) if the Employee terminates by reason of permanent
disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986 or as otherwise defined by the Committee), or
voluntary retirement or resignation, Employee may at any time
within a period of three months after such termination exercise
the Option to the extent the Option was exercisable at the date of
such termination;
(b) if the Employee dies while in the employ of the
Corporation or any Subsidiary, or within three months after a
termination described in subsection (a) of this Section 5, then
the Option may be exercised within a period of one year after
Employee's date of death by the Employee's beneficiary to the
extent the Option was exercisable on the date of Employee's death
(or such earlier termination);
provided, however, that in no event may the Option be exercised by
anyone under this Section or otherwise after the Expiration Date. If
Employee is employed by an entity which ceases to be a Subsidiary, such
event shall be deemed for purposes of this Section 5 to be a
termination of employment described in subsection (a) in respect of
Employee. Absence from work caused by military service or authorized
sick leave shall not be considered as a termination of employment for
purposes of this Section.
6. Termination of Option Under Certain Events. As
permitted by Section 4.2(b) of the Plan, the Committee retains the
right to terminate the Option to the extent not previously exercised
upon an event or transaction which the Corporation does not survive;
provided that the Corporation shall have given to Employee at least
five days notice of such termination, and Employee shall have had the
right prior to or simultaneously with the consummation of the event or
other transaction to exercise his or her option as to all or any part
of the Common Stock subject to this Agreement.
7. Non-Transferability of Option. The Option and any other
rights of the Employee under this Agreement or the Plan are
nontransferable as provided in Section 1.8 of the Plan.
8. Notices. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Corporation at its
principal office located at 815 Colorado Boulevard, Los Angeles,
California, 90041, to the attention of the Corporate Secretary and to
the Employee at the address given beneath the Employee's signature
hereto, or at such other address as either party may hereafter
designate in writing to the other.
9. Plan. The Option and all rights of Employee thereunder
are subject to, and the Employee agrees to be bound by, all of the
terms and conditions of the provisions of the Plan, incorporated herein
by this reference, to the extent such provisions are applicable to
options granted to Eligible Employees. The Employee acknowledges
receipt of a copy of the Plan, which is made a part hereof by this
reference, and agrees to be bound by the terms thereof. Unless
otherwise expressly provided in other Sections of this Agreement,
provisions of the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any rights in the
Employee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Committee so conferred by
appropriate action of the Committee under the Plan after the date
hereof.
10. Future Reload Grant. If, consistent with the terms of
Section 2.2(b) of the Plan, the Employee exercises the Option by
delivering shares of Common Stock already owned by him or her, the
Corporation hereby grants to the Employee subject to the limitations
contained in Section 2.2(c) of the Plan, an additional option (a
"Reload Option") to purchase at Fair Market Value as of the date of
such exercise and new grant, a number of shares of Common Stock up to
the lesser of (i) the number of whole shares used by the Employee to
pay, or toward the payment of, the exercise price of the Option or (ii)
50% of the number of shares (subject to adjustment under Section 4.2(a)
of the Plan) set forth in Section 2 hereof; provided that (i) the
Employee is an Eligible Employee at the time of exercise of the
original Option and (ii) shares delivered in payment of the exercise
price have been owned by Employee for at least six months prior to the
exercise. The Reload Option may be exercised in whole or in part at
any time after the date six months after its grant until its expiration
or earlier termination.
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed on its behalf by a duly authorized officer and the
Employee has hereunto set his or her hand.
THE MACNEAL-SCHWENDLER CORPORATION
(a Delaware corporation)
By: ______________________________
Chairman
EMPLOYEE:
By: _______________________________
ATTEST:
By: ________________________________
<PAGE>
[FORM OF] Exhibit 4.3
THE MACNEAL-SCHWENDLER CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the ____ day of __________, ____,
between The MacNeal-Schwendler Corporation, a Delaware corporation (the
"Corporation"), and _______________ (the "Employee").
WITNESSETH
WHEREAS, pursuant to The MacNeal-Schwendler Corporation 1991
Stock Option Plan, as amended (the "Plan"), the Corporation has granted
to the Employee effective as of the date first above written (the
"Award Date") an option to purchase all or any part of ______
authorized but unissued shares of Common Stock, $.01 par value, of the
Corporation upon the terms and conditions set forth herein and in the
Plan.
NOW, THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom,
the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such terms
in the Plan.
2. Grant of Option. This Agreement evidences the
Corporation's grant to the Employee of the right and option to
purchase, on the terms and conditions set forth herein and in the Plan,
all or any part of an aggregate of ______ shares of the Common Stock at
the price of $_____ per share (the "Option"), exercisable from time to
time, subject to the provisions of this Agreement and the Plan, prior
to the close of business on the day before the _____ anniversary of the
Award Date (the "Expiration Date"). Such price equals the Fair Market
Value of the Corporation's Common Stock as of the Award Date. It is
the intent of the Corporation that this Option constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended ("Code").
3. Exercisability of Option. [Except as earlier permitted
by or pursuant to the Plan or by resolution of the Committee adopted
after the date hereof, no shares may be purchased by exercise of the
Option until the expiration of one year after the Award Date. After
such date, the Option may be exercised in whole or in part, from time
to time, until its expiration or earlier termination.
To the extent the Employee does not in any year purchase
all or any part of the shares to which the Employee is entitled, the
Employee has the right cumulatively thereafter to purchase any shares
not so purchased and such right shall continue until the Option
terminates or expires. Fractional share interests shall be
disregarded, but may be cumulated. No fewer than 100 shares may be
purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.]
4. Limitation on Exercise of Option. In the event the
Employee is granted incentive stock options (whether under this Award
Agreement or any other incentive stock option agreement) and the
aggregate fair market value (determined as of the respective dates of
grant of such options) of the Common Stock with respect to which such
options are first exercisable in any calendar year exceeds $100,000,
the most recently granted options shall be treated as nonqualified
stock options to the extent of the excess. In addition, in the case of
simultaneously granted options, the Corporation may, in the manner and
to the extent permitted by law, designate which shares are to be
treated as stock acquired pursuant to the exercise of an incentive
stock option.
5. Method of Exercise of Option. The Option shall be
exercisable by the delivery to the Corporation of a written notice
stating the number of shares to be purchased pursuant to the Option and
accompanied by payment made in accordance with and in a form permitted
by Section 2.2(b) of the Plan for the full purchase price of the shares
to be purchased, subject to such further limitations and rules or
procedures as the Committee may from time to time establish as to any
non-cash payment and as to the tax withholding requirements of Section
4.5 of the Plan. Shares delivered in payment of the exercise price
must have been owned by Employee for at least six months prior to the
exercise. In addition, the Employee (or the Employee's Beneficiary or
Personal Representative) shall furnish any written statements required
pursuant to Section 4.4 of the Plan.
6. Effect of Termination of Employment or Death; Change in
Subsidiary Status. The option and all other rights hereunder, to the
extent not exercised, shall terminate and become null and void at such
time as the Employee ceases to be employed by either the Corporation or
any Subsidiary, except that:
(a) if the Employee terminates by reason of voluntary
retirement or resignation, Employee may at any time within a
period of three months after such termination exercise the Option
to the extent the Option was exercisable at the date of such
termination;
(b) if the Employee becomes permanently disabled
(within the meaning of Code Section 22(e)(3) or as otherwise
defined by the Committee), or dies while in the employ of the
Corporation or any Subsidiary, or within three months after a
termination described in subsection (a) of this Section 6, then
the Option may be exercised within a period of one year after
Employee dies or becomes disabled, to the extent that the Option
was exercisable on the date of Employee's termination by reason of
disability or death (or such earlier termination);
provided, however, that in no event may the Option be exercised by
anyone under this Section or otherwise after the Expiration Date. If
Employee is employed by an entity which ceases to be a Subsidiary, such
event shall be deemed for purposes of this Section 6 to be a
termination of employment described in subsection (a) in respect of
Employee. Absence from work caused by military service or authorized
sick leave shall not be considered as a termination of employment for
purposes of this Section.
7. Termination of Option Under Certain Events. As
permitted by Section 4.2(b) of the Plan, the Committee retains the
right to terminate the Option to the extent not previously exercised
upon an event or transaction which the Corporation does not survive;
provided that the Corporations hall have given to Employee at least
five days notice of such termination, the Employee shall have had the
right prior to or simultaneously with the consummation of the event or
other transaction to exercise his or her option as to all or any part
of the Common stock subject to this Agreement.
8. Non-Transferability of Option. The Option and any other
rights of the Employee under this Agreement or the Plan are
nontransferable as provided in Section 1.8 of the Plan.
9. Notices. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Corporation at its
principal office located at 815 Colorado Boulevard, Los Angeles,
California, 90041, to the attention of the Corporate Secretary and to
the Employee at the address given beneath the Employee's signature
hereto, or at such other address as either party may hereafter
designate in writing to the other.
10. Plan. the Option and all rights of Employee thereunder
are subject to, and the Employee agrees to be bound by, all of the
terms and conditions of the provisions of the Plan, incorporated herein
by this reference, to the extent such provisions are applicable to
options granted to Eligible Employees. The Employee acknowledges
receipt of a copy of the Plan, which is made a part hereof by this
reference, and agrees to be bound by the terms thereof. Unless
otherwise expressly provided in other Sections of this Agreement,
provisions of the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any rights in the
Employee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Committee so conferred by
appropriate action of the Committee under the Plan after the date
hereof.
11. Future Reload Grant. If, consistent with the terms of
Section 2.2(b) of the Plan, the Employee exercises the Option by
delivering shares of Common Stock already owned by him or her, the
Corporation hereby grants to the Employee subject to the limitations
contained in Section 2.2(c) of the Plan, an additional option (a
"Reload Option") to purchase at the Fair Market Value as of the date of
such exercise and new grant, a number of shares of Common Stock up to
the lesser of (i) the number of whole shares used by the Employee to
pay, or toward the payment of, the exercise price of the Option or
(ii) 50% of the number of shares (subject to adjustment under Section
4.2(a) of the Plan) set forth in Section 2 hereof, or (iii) the maximum
number of whole shares which does not cause the limit in Section 4
hereof to be exceeded; provided that (i) the Employee is an Eligible
Employee at the time of exercise of the original Option and (ii) shares
delivered in payment of the exercise price have been owned by Employee
for at least six months prior to the exercise. The Reload Option may
be exercised in whole or in part at any time after the date six months
after its grant until its expiration or earlier termination.
12. Notice of Disposition. The Employee agrees to notify
the Corporation of any sale or other disposition of any shares of
Common Stock received upon exercise of the Option or Reload Option, as
the case may be, if such sale or disposition occurs within two years
after the Award Date or within one year after the date of such
exercise.
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed on its behalf by a duly authorized officer and the
Employee has hereunto set his or her hand.
THE MACNEAL-SCHWENDLER CORPORATION
(a Delaware corporation)
By: ______________________________
Chairman
EMPLOYEE:
By: ______________________________
ATTEST:
By: ______________________________
<PAGE>
[FORM OF] Exhibit 4.4
THE MACNEAL-SCHWENDLER CORPORATION
1991 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR PROGRAM
AWARD AGREEMENT
THIS AGREEMENT dated as of the ____ day of __________, ____,
between The MacNeal-Schwendler Corporation, a Delaware corporation (the
"Corporation"), and _______________, (the "Non-Employee Director").
WITNESSETH
WHEREAS, the Corporation has adopted and the shareholders of
the Corporation have approved The MacNeal-Schwendler Corporation 1991
Stock Option Plan, as amended (the "Plan").
WHEREAS, pursuant to Article III of the Plan, the Corporation
has granted an option (the "Option") to the Non-Employee Director upon
the terms and conditions evidenced hereby, as required by the Plan,
which Option is not intended as and shall not be deemed to be an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code.
NOW, THEREFORE, in consideration of services rendered and to
be rendered by the Non-Employee Director, the Corporation and Non-
Employee Director agree to the terms and conditions set forth herein as
required by the terms of the Plan.
1. Option Grant. This Agreement evidences the grant to the
Non-Employee Director, as of the date first above written (the "Award
Date"), which approval was obtained on June 14, 1995, of an Option to
purchase an aggregate of [3,000 / 10,000] shares of Common Stock, par
value $.01 per share, under Article III of the Plan subject to
adjustment as provided in or pursuant to the Plan.
2. Exercise Price. The Option entitles the Non-Employee
Director to purchase all or any part of the Option shares at a price
per share of $_____, which represents the Fair Market Value of the
shares on the Award Date.
3. General Terms. The Option and this Agreement are
subject to, and the Corporation and the Non-Employee Director agree to
be bound by, the terms and conditions of the Plan that apply to the
Option, including but not limited to those included in Articles I, III,
IV, and V. Such provisions are incorporated herein by this reference.
The Non-Employee Director acknowledges receiving a copy of the Plan and
reading its applicable provisions. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such terms in the
Plan.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
THE MACNEAL-SCHWENDLER CORPORATION
(a Delaware corporation)
By: ______________________________
Chairman
EMPLOYEE:
By: ______________________________
ATTEST:
By: ______________________________
<PAGE>
Exhibit 5
[LETTERHEAD OF O'MELVENY & MYERS]
December
20th
1 9 9 5
The MacNeal-Schwendler Corporation
815 Colorado Boulevard
Los Angeles, California 90041
Ladies and Gentlemen:
You have advised us that you propose to file a Registration
Statement on Form S-8 with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of 1,800,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of The MacNeal-Schwendler Corporation (the "Company"),
to be issued pursuant to The MacNeal-Schwendler Corporation 1991 Stock
Option Plan, as amended (the "Plan"). At your request, we have
examined the proceedings heretofore taken and to be taken in connection
with the authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and
law as we have deemed relevant, and subject to the requisite additional
proceedings being duly taken by you as contemplated by us prior to the
issuance and sale of the Shares, we are of the opinion that the
issuance of the Shares has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization (and, in the case of the key
employees, appropriate Committee action under the Plan), the provisions
of the Plan and relevant agreements duly authorized by and in
accordance with the terms of the Plan, and the countersigning of the
certificate or certificates representing the Shares by a duly
authorized officer of the registrar for the Company's Common Stock, the
Shares will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the
registration of 1,800,000 shares of common stock under the The MacNeal-
Schwendler Corporation 1991 Stock Option Plan and certain other rights
of our report dated March 13, 1995 with respect to the consolidated
financial statements of The MacNeal-Schwendler Corporation included in
its Annual Report (Form 10-K) for the year ended January 31, 1995,
filed with the Securities and Exchange Commission
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Los Angeles, California
December 18, 1995
