CP01:622227_1
filed with the Securities and Exchange Commission on October 16, 1997
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AULT INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-0842932
(State or other jurisdiction (I.R.S.
Employer
of incorporation or organization) Identification No.)
7300 Boone Avenue North
Minneapolis, Minnesota 55428
(Address of principal executive offices and zip code)
AULT INCORPORATED
1986 STOCK OPTION PLAN
(Full title of the Plan)
Frederick M. Green Copy to:
President and Chief Executive Officer Richard a. Primuth, Esq.
Ault Incorporated Lindquist & Vennum
7300 Boone Avenue North 4200 IDS Center
Minneapolis, Minnesota 55428 80 South Eight Street
(612) 493-1900 Minneapolis, Minnesota 55402
(Name, address and telephone number (612) 371-3211
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 Registered
Registered Registered Per Share Price(1) Fee
Common 100,000(2) $7.75 $775,000 $235
Stock,
no par value
(1) Estimated solely for the purpose of determining the
registration fee pursuant to Rules 457(c) and 457(h)(1) and
based upon the last reported sale price of the Company's Common
Stock on the NASDAQ National Market on October 14, 1997
(2) 500,000 shares were previously registered on Form S-8 (File
Nos. 33-19662, 33-33566 and 33-53988) and 100,000 shares are
being registered herewith.
INCORPORATION OF CONTENTS OF
PRIOR REGISTRATION STATEMENTS BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-19662) was
filed with the Securities and Exchange Commission on January 13,
1988 covering the registration of 200,000 shares initially
authorized for issuance under the Plan. A second Registration
Statement on Form S-8 (File No. 33-33566) was filed with the
Securities and Exchange Commission on February 20, 1990 covering
an additional 100,000 shares authorized for issuance under the
Plan and a third Registration Statement on Form S-8 (File No. 33-
53988) was filed with the Securities and Exchange Commission on
November 2, 1992 covering an additional 200,000 shares authorized
for issuance under the Plan. Each of these Registration
Statements is currently in effect. Pursuant to Rule 413 under
the Securities Act of 1933 and General Instruction E of Form S-8,
this Registration Statement is being filed to register the
additional 100,000 shares authorized under the Plan. This
Registration Statement should also be considered a post-effective
amendment to the prior Registration Statements. The contents of
the prior Registration Statements are incorporated herein by
reference.
PART I
Pursuant to the Note to Part I of Form S-8, the information
required by Items 1 and 2 of Form S-8 is not filed as a part of
this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended June 1, 1997.
(b) The Quarterly Report of the Company on Form 10-Q for
the period ended August 31, 1997.
(c) The Proxy Statement of the Company dated August 30,
1996 for the Annual Meeting of Shareholders held
October 1, 1996.
(d) The description of the Company's Common Stock as set
forth under "Description of Common Shares" in the
Company's Registration Statement on Form S-1 as filed
with the Securities and Exchange Commission on July 18,
1983 (Registration No. 2-85224), including 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 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XI of the Registrant's Bylaws provides that the
Registrant shall indemnify any person who at any time shall serve
or shall have served as a director, officer or employee of the
Corporation, or of any other enterprise at the request of the
Corporation, and the heirs, executors and administrators of such
person in accordance with, and to the fullest extent permitted by
the provisions of the Minnesota Business Corporation Act,
Minnesota Statutes, Chapter 302A, as it may be amended from time
to time.
Section 302A.521 of the Minnesota Business Corporation Act
provides that a corporation shall indemnify any person 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 corporation against judgments,
penalties, fines, including without limitation, excise taxes
assessed against such person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by such person in connection
with the proceeding if, with respect to the acts or omissions of
such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit
plan for the same expenses with respect to the same acts or
omissions; (ii) acted in good faith; (iii) received no improper
personal benefit and Minnesota Statutes, Section 302A.255
(regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no
reasonable cause to believe the conduct was unlawful; and (v) in
the case of acts or omissions by persons in their official
capacity for the corporation, reasonably believed that the
conduct was in the best interests of the corporation, or in the
case of acts or omissions by persons in their capacity for other
organization, reasonably believed that the conduct was not
opposed to the best interests of the corporation. In addition,
Section 302A.521, subd. 3, of the Minnesota Statutes requires
payment or reimbursement by the corporation, upon written
request, of reasonable expenses (including attorneys' fees)
incurred by a person in advance of the final disposition of a
proceeding 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 Ault Incorporated 1986 Stock Option Plan, as amended
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 McGladrey & Pullen, LLP, independent accountants
24.1 Power of Attorney (set forth on the signature page hereof)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person connected with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 Minneapolis, State of Minnesota, on October 16, 1997.
AULT INCORPORATED
By/s/ Frederick M. Green
Frederick M. Green
President and Chief Executive
Officer
EXHIBIT 4.1
AULT INCORPORATED
1986 EMPLOYEE STOCK OPTION PLAN
1. Purpose. The purpose of the Ault Incorporated 1986 Employee
Stock Option Plan is to provide a continuing, long-term incentive to
selected eligible officers and key employees of Ault Incorporated (the
"Corporation") and of any subsidiary corporation of the Corporation
(the "Subsidiary"), as herein defined, and to all Non-Employee
Directors of the Corporation; 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
a all have the meanings set forth below:
2.1 "Board" shall mean the Board of Directors of the Corporation
2.2 "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.
2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.4 "Common Stock" shall mean the common stock, no par value, of the
Corporation.
2.5 "Corporation" shall mean Ault Incorporated, a Minnesota Corporation.
2.6 "Director" shall mean any member of the Board.
2.7 "Fair Market Value" of the Common Stock on any given date
shall be determined by the Committee as follows: (a) if the Common
Stock is listed for trading on one or more national securities
exchanges (including the NASDAQ National Market System), the reported
last sales price on the principal such exchange on the date in
question, or if the Common Stock shall not have been traded on such
principal exchange on such date, the reported last sales price on such
principal exchange on the first day prior thereto on which the Common
Stock was so traded; or (b) if the Common Stock is not listed for
trading on a national securities exchange (including the NASDAQ
National Market System) but is traded in the over-the-counter market,
the mean of the highest and lowest bid prices for the Common Stock on
the date in question, or if there are no such bid prices for the
Common Stock on such date, the mean of the highest and lowest bid
prices on the first day prior thereto on which such prices existed; or
(c) if neither (a) nor (b) is applicable, by any means deemed fair and
reasonable by the Board, which determination shall be final and
binding on all parties.
2.8 "ISO" shall mean any Option granted pursuant to this Plan as
an "incentive stock option" within the meaning of Section 422A of the
Code.
2.9 "Non-Employee Director" shall mean any Director who is not
an employee of the Corporation.
2.10 "NQO" shall mean any stock option granted pursuant to this
Plan which is not an ISO.
2.11 "Option" shall mean any stock option granted pursuant to
this Plan, whether an ISO or an NQO.
2.12 "Optionee" shall mean any person who is the holder of an
Option granted pursuant to this Plan.
2.13 "Plan" shall mean this 1986 Employee Stock Option Plan of
the Corporation.
2.14 "Subsidiary" shall mean any corporation which at the time
qualifies as a subsidiary of the Corporation under Section 425(f) of
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
600,000 shares of the Common Stock of the Corporation; provided,
however, that shares which become available as a result of cancelled,
unexercised, lapsed or terminated options granted under this Plan
shall be available for issuance pursuant to options subsequently
granted under this 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.
4.2 The Board 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 Board shall determine with respect to
each grant of an Option whether a participant shall receive an ISO or
an NQO. 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 Board's recommendations
regarding option grants and terms and conditions thereof will be
conclusive.
4.3 The Board 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 Board 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 Any other provision of the Plan to the contrary
notwithstanding, the Board 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 Board'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 Board may take any such actions
pursuant to this Section 4.4 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 Board 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 key personnel
of the Corporation or of a Subsidiary, who are salaried employees of
the Corporation or of a Subsidiary, and to NonEmployee Directors of
the Corporation. Officers will be employees for this purpose, whether
or not they are also members of the Board, but a member of the Board
who is not such an employee will not be eligible to receive an Option
other than pursuant to Section 17 of the Plan.
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 Board'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.
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 options granted pursuant to Sections
6.3(a) and 6.3(c) hereof and five years from the date of grant for
Options granted pursuant to 6.3(b) hereof) 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 Board, among
other things, to accelerate or otherwise adjust the terms for exercise
of Options pursuant to Section 4.4 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
Board at the time any Option is granted and 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 ISO
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 Board.
(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 ISO
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 Board.
(c) For all employees, the NQO exercise price per share
shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock of the Corporation on the date
the Option is granted, as determined by the Board.
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
ISO 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.
6.6 The Corporation may prescribe the form of legend, if any,
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 or
referred to 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
Corporation. 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 in cash,
including certified check, bank draft or money order, (ii) at the
discretion of the Corporation, by delivering Corporation Common Stock
already owned by the participant or a combination of Common Stock and
cash, or (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. 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 tax
requirements.
8. 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.
9. 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:
9.1 If the employment of the Optionee is terminated 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 Board, all rights under the Option shall terminate
and expire upon such termination.
9.2 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 three months 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.
9.3 If the employment of the Optionee is terminated because of
permanent disability, the optionee, or his or her legal
representative, may at any time within not more than one (1) 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.
9.4 Notwithstanding anything contained in Sections 9.1, 9.2 and
9.3 to the contrary, no Option rights shall be exercisable by anyone
after the expiration of the term of the Option.
9.5 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
Board 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.
10. 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 adjustment 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 lo 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.
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 Optionee 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 tie option or the shares
obtained by exercise of the Option for investment purposes and net
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 Optionee 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 ISOs must be
granted within ten years from the date the Plan is adopted by the
Board or approved by the stockholders, whichever is earlier.
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
stockholders 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 Options at less than 100% of Fair Market Value at time
of grant, (iii) change the class of employees eligible to receive
Options under the Plan, or (iv) permit Non-Employee Directors to
receive Options under the Plan other than pursuant to Section 17
hereof.
14 Approval of Shareholders. This Plan expressly is subject to
approval of holders of a majority of the shares of Common Stock of the
Corporation voting either in person or by proxy, at a duly held
meeting of stockholders 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 cancelled.
15. Conditions of Employment. The granting of an Option to a
participant under this Plan 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.
17. Granting of Options to Non-Employee Directors. Each Non-
Employee Director who on and after the date this Plan is approved by
the shareholders of the Corporation (i) is elected or reelected as a
Director of the Corporation at any annual meeting of the shareholders
of the Corporation or (ii) is elected as a Director of the Corporation
at any special meeting of the shareholders of the Corporation, shall
as of the date of such election or reelection automatically be granted
an Option to purchase 1,000 shares of the Corporation's Common Stock
at an option price per share equal to 100% of the Fair Market Value of
a share on such date, as determined by the Board. In the case of a
special meeting, the action of the shareholders in electing a Non-
Employee Director shall constitute the granting of the Option to such
Director, and, in the case of an annual meeting, the action of the
shareholders in electing or reelecting a Non-Employee Director shall
constitute the granting of an Option to such Director; and the date
when the shareholders shall take such action shall be the date of
grant of the Option. All such Options shall be designated as NQOs and
shall be subject to the same terms and provisions as are then in
effect with respect to granting NQOs to salaried officers and key
employees of the Corporation, except that (i) the term of each such
Option shall be ten (10) years, and (ii) the Option shall be first
exercisable six months after the date the Option is granted. Subject
to the foregoing, all provisions of this Plan not inconsistent with
the foregoing shall apply to Options granted to Non-Employee
Directors.
EXHIBIT 5.1
October 16, 1997
Ault Incorporated
7300 Boone Avenue North
Minneapolis, MN 55428-1028
Re: Opinion of Counsel as to Legality of 100,000 Common Shares
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 100,000 Common Shares,
no par value, of Ault Incorporated (the "Company") offered to
employees of the Company pursuant to the Ault Incorporated 1986 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 100,000 Common
Shares to be offered to employees by the Company under the Plan will,
when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the
Registration Statement with respect to said Common Shares 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
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement
on Form S-8 of our report, dated July 15, 1997, relating to the
consolidated financial statements of Ault Incorporated and
Subsidiary, which appears in the annual report on Form 10-K for
the year ended June 1, 1997.
MCGLADREY & PULLEN, LLP
/s/ McGladrey & Pullen, LLP
Minneapolis, Minnesota
October 16, 1997
POWER OF ATTORNEY
The undersigned officers and directors of Ault Incorporated
hereby constitute and appoint Frederick M. Green and Carlos S.
Montague, or either of them, with power to act one without the
other, our true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed below by
the following persons on October 16, 1997 in the capacities
indicated.
<TABLE>
<CAPTION>
Signature Title
<S> <S>
/s/ Frederick M. Green President, chief Executive and
Frederick M. Green Director
/s/ Carlos S. Montague Vice President, Treasurer, Chief
Carlos S. Montague Financial Officer, Assistant Secretary
and
Director (Principal Financial Officer
and
Accounting Officer)
/s/ Matthew A. Sutton Director
Matthew A. Sutton
/s/ Eric G. Mitchell, Jr. Director
Eric G. Mitchell, Jr.
/s/ Delbert W. Johnson Director
Delbert W. Johnson
/s/ John G. Kassakian Director
John G. Kassakian
/s/ Edward C. Lund Director
Edward C. Lund
/s/ James M. Duddleston Director
James M. Duddleston
</TABLE>
