Registration No. 33-
As filed with the Securities and Exchange Commission on December 27, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PARLEX CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2464749
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
145 Milk Street
Methuen, Massachusetts 01844
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(Address of Principal Executive Offices) (Zip Code)
1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
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(Full title of the plan)
Jill Pollack Kutchin
Parlex Corporation
Vice President-Corporate Affairs and Clerk
145 Milk Street
Methuen, Massachusetts 01844
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(Name and address of agent for service)
Telephone number, including area code, of
agent for service: (508) 685-4341
It is requested that copies of notices and
communications be sent to:
Edward D. Kutchin, Esq.
Kutchin & Rufo, P.C.
One Liberty Square
Boston, Massachusetts 02109
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount of
Securities to be Amount to be offering price aggregate Registration
registered registered (1) per share (2) offering price (2) fee
---------------- -------------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
1996 OUTSIDE DIRECTORS' STOCK
OPTION PLAN
Common Stock
(par value $.10 per share) 100,000 shares $10.00 $1,000,000.00 $340.00
<FN>
- --------------------
<F1> This Registration Statement also includes an indeterminable number of
shares which may be issued under the anti-dilution provisions of the Plan.
<F2> Estimated, in accordance with Rule 457(h)(1) promulgated under the
Securities Act of l933 (as amended), solely for the purpose of calculating
the registration fee. The Proposed Maximum Offering Price Per Share
represents the closing sale price for the Common Stock as reported by
NASDAQ on August 20, 1996, the price at which the options may be
exercised.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been previously filed by Parlex
Corporation (the "Corporation") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996;
(b) The Corporation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996; and
(c) The description of the Corporation's Common Stock contained in the
Corporation's Registration Statement filed on Form S-1 pursuant to
Section 12 of the Exchange Act.
All documents subsequently filed by the Corporation pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such reports and documents.
Additional updating information as to the Corporation, the securities
offered by this registration statement, and the 1996 Outside Directors' Stock
Option Plan (the "Plan") may be provided in the future by means of appendices to
this registration statement, proxy statements, annual reports to the
Corporation's stockholders, and registration statements, including amendments
hereto. Any such appendix, proxy statement, annual report, or registration
statement or amendment thereto shall be deemed to be incorporated by reference
herein from the date of its filing.
Upon the written or oral request of any person to whom this registration
statement has been delivered, the Corporation will provide, without charge to
such person, a copy of any and all of the information (excluding exhibits
thereto unless such exhibits are specifically incorporated by reference into
such information) that has been incorporated by reference into this registration
statement but not delivered herewith. Requests should be directed to Jill
Pollack Kutchin, Vice President - Corporate Affairs and Clerk, at the following
address and telephone number: Parlex Corporation, 145 Milk Street, Methuen,
Massachusetts 01844, (508) 685-4341.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock of the Corporation being
registered hereby is being passed upon by Kutchin & Rufo, P.C. (a professional
corporation), One Liberty Square, Boston, Massachusetts 02109, counsel for the
Corporation. Edward D. Kutchin is a shareholder in the professional corporation
of Kutchin & Rufo, P.C. and beneficially owns 33,683 shares of common stock in
the Corporation.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws of the
Commonwealth of Massachusetts provides as follows:
"Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors, Except as the articles or organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability."
Article 6D of the Corporation's Restated Articles of Organization, which
provision is explicitly non-exclusive, provides that (i) any past or present
director or officer of the Corporation is indemnified to the fullest extent
permitted by law against any liability, expenses reasonably incurred and amounts
reasonably paid in settlement in connection with any action, suit or proceeding
in which he may be a party or in which he is otherwise involved as a result of
his serving or having served as a director or officer of the Corporation, and
provides that (ii) the Corporation may under certain conditions advance the
indemnitee's expenses. This provision does not authorize indemnification where
it has been adjudicated that the director or officer did not act in good faith
in the reasonable belief that his action was in the best interests of the
Corporation. Moreover, in the event that an action, suit or proceeding is
comprised or settled so as to impose any liability or obligation on the director
or officer, the provision does not authorize indemnification if the Corporation
has obtained an opinion of counsel that this director or officer did not act in
good faith in such a reasonable belief. In addition, the directors and officers
of the Corporation are insured against liability for errors and omissions in
their capacity as such by an insurance policy for the Corporation with a $2
million limit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
Registration Statement on Form S-8:
<TABLE>
<CAPTION>
Exhibit No. Document
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<C> <S>
4.1 Restated Articles of Organization of the
Corporation [incorporated herein by reference from
Exhibit No. 3-A to the Corporation's Registration
Statement on Form S-1, Registration No. 2-85588
(the "Form S-1")].
4.2 Articles of Amendment of Restated Articles of
Organization (incorporated herein by reference
from Exhibit No. 3-B to the Form S-1).
4.3 By-Laws of the Corporation (incorporated herein by
reference from Exhibit No. 3-C to the Form S-1).
5 Opinion of Kutchin & Rufo, P.C. as to legality of
original issuance of Common Stock being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Kutchin & Rufo, P.C. (contained in
exhibit 5).
24 Power of Attorney (see page 8 of this Registration
Statement).
99.1 Parlex Corporation 1996 Outside Directors' Stock
Option Plan.
99.2 Stock Option Agreement with respect to options
granted under the Parlex Corporation 1996 Outside
Directors' Stock Option Plan.
</TABLE>
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 material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1993 (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 relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c). The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d). 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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.
(e). The undersigned registrant hereby undertakes to transmit or cause to
be transmitted to all employees participating in the Plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
(f). In the event that an addendum is utilized by the undersigned
registrant to update information in the prospectus, the undersigned registrant
hereby undertakes (a) to provide individuals who have already received copies of
the prospectus with a copy of any such current addendum; (b) to furnish an
additional prospectus, upon request, to anyone who had misplaced or discarded
his old copy; (c) to supply new participants in the plan with both the
prospectus and a current addendum; and (d) to file copies of such addendums with
the Commission in accordance with Rule 424(c).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (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 Town of Methuen and Commonwealth of Massachusetts on the
24th day of December, 1996.
PARLEX CORPORATION
By: /S/ Peter J. Murphy
----------------------------------------
Peter J. Murphy
President
POWER OF ATTORNEY
Each of the undersigned directors and officers of Parlex Corporation
hereby constitutes and appoints Herbert W. Pollack, Steven M. Millstein and Jill
Pollack Kutchin, and each of them, with full power of substitution, the
undersigned's true and lawful attorneys-in-fact and agent, to do any and all
acts and things and to execute any and all instruments in the undersigneds' name
in their capacities indicated below which such attorney may deem necessary or
advisable to enable Parlex Corporation to comply with the Securities Act and any
rules, regulations and requirements of the Commission, in connection with this
registration statement, including specifically but without limitation, the power
and authority to sign on behalf of the undersigned any and all amendments
(including post-effective amendments) hereto.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
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<S> <S> <C>
/S/ Herbert W. Pollack Chairman of the Board 12/24/96
Herbert W. Pollack Chief Executive Officer
/S/ Steven M. Millstein Vice President-Finance 12/24/96
Steven M. Millstein (Principal Financial
Officer and Controller)
/S/ Peter J. Murphy President 12/24/96
Peter J. Murphy Chief Operating Officer
and Director
/S/ Lester Pollack Director 12/24/96
Lester Pollack
/S/ Benjamin M. Rabinovici Director 12/24/96
Benjamin M. Rabinovici
/S/ M. Joel Kosheff Director 12/24/96
M. Joel Kosheff
/S/ Sheldon Buckler Director 12/24/96
Sheldon Buckler
/S/ Richard W. Hale Director 12/24/96
Richard W. Hale
</TABLE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
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<C> <S> <C>
4.1 Restated Articles of Organization of the
Corporation [incorporated herein by reference from
Exhibit No. 3-A to the Corporation's Registration
Statement on Form S-1, Registration No. 2-85588
(the "Form S-1")].
4.2 Articles of Amendment of Restated Articles of
Organization (incorporated herein by reference
from Exhibit No. 3-B to the Form S-1).
4.3 By-Laws of the Corporation (incorporated herein by
reference from Exhibit No. 3-C to the Form S-1).
5 Opinion of Kutchin & Rufo, P.C. as to legality of 11
original issuance shares of Common Stock being
registered.
23.1 Consent of Deloitte & Touche LLP. 14
23.2 Consent of Kutchin & Rufo, P.C. (contained in
Exhibit 5).
24 Power of Attorney (See page 8 of this Registration
Statement).
99.1 Parlex Corporation 1996 Outside Directors' Stock 16
Option Plan.
99.2 Stock Option Agreement with respect to options 25
granted under the Parlex Corporation 1996 Outside
Directors' Stock Option Plan.
</TABLE>
Exhibit 5
KUTCHIN & RUFO, P.C.
COUNSELLORS AT LAW
ONE LIBERTY SQUARE
BOSTON, MASSACHUSETTS 02109
--------------------
(617) 542-3000
TELECOPIER (617) 542-3001
December 24, 1996
Board of Directors
Parlex Corporation
145 Milk Street
Methuen, Massachusetts 01844
Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") being filed by Parlex Corporation, a Massachusetts Corporation (the
"Corporation"), with the Securities and Exchange Commission relating to 100,000
shares (the "Shares") of Common Stock, par value $.10 per Share (the "Common
Stock"), of the Corporation which may be issued upon the exercise of stock
options to be granted under the Corporation's l996 Outside Directors' Stock
Option Plan (the "Plan").
We have reviewed such corporate documents and records of the Corporation
and such certificates of public officials, and we have made such other
investigations, as we have deemed necessary to enable us to express the opinion
hereinafter set forth. In such review and investigations, we have assumed the
genuineness of all signatures on original documents and conformity to the
originals of all copies submitted to us as photocopies or conformed copies. As
to various questions of fact pertinent to our opinion, we have relied upon
statements made to us, or certificates given to us, by employees and
representatives of the Corporation. We have also assumed that: (i) the Plan was
adopted and approved by all requisite corporate action of the Corporation; (ii)
all of the shares of Common Stock issued under the Plan will be issued for the
consideration permitted under the Plan as currently in effect and none of such
shares will be issued for less than $.10; (iii) all actions required to be taken
under the Plan by the Board of Directors of the Corporation will be taken by the
Board of Directors of the Corporation; and (iv) at the time of the exercise of
the options under the Plan, the Corporation shall continue to have sufficient
authorized and unissued shares of Common Stock.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued upon the exercise of stock options (in accordance with the
terms and conditions of the Plan) duly granted under the Plan, and upon the
receipt by the Corporation of the consideration for the Shares specified in such
stock options, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to Massachusetts General Laws, Chapter
156B, the statute entitled "Certain Business Corporations" of the Commonwealth
of Massachusetts and the Federal law of the United States of America, as
presently in effect, and is based upon the Corporation's articles of
organization and by-laws, as presently in effect. We express no opinion with
respect to the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Please be advised that Edward D. Kutchin, a shareholder of this law firm,
beneficially owns 33,683 shares of Common Stock of the Corporation.
Very truly yours,
/S/ KUTCHIN & RUFO, P.C.
Kutchin & Rufo, P.C.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Parlex Corporation on Form S-8 of our report dated August 2, 1996, appearing in
the Annual Report on Form 10-K of Parlex Corporation for the year ended June 30,
1996.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 23, 1996
Exhibit 99.1
["THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933."] DATED: AUGUST 20, 1996
PARLEX CORPORATION
1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE.
This Non-Qualified Stock Option Plan shall be known as the 1996 Outside
Directors' Stock Option Plan (the "Plan"). The purpose of the Plan is to enhance
the ability of Parlex Corporation (the "Company") (i) to attract and retain as
Directors of the Company knowledgeable and experienced persons of the highest
caliber who are not employees of the Company, (ii) to reinforce the mutuality of
interests between members of the Board of Directors and the stockholders of the
Company, and (iii) to enable members of the Board of Directors to participate in
the long-term success and growth of the Company.
2. RIGHTS TO BE GRANTED.
Under this Plan, options (the "Option" or "Options") are granted that give
an optionee the right for a specified time period to purchase a specified number
of shares of Common Stock, par value $0.10, of the Company (the "Common Stock").
The option price is determined in each instance in accordance with the terms of
this Plan.
3. ADMINISTRATION.
The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have authority, not inconsistent with the express
provisions of the Plan (a) to grant Options in accordance with the Plan to such
directors as are eligible to receive Options; (b) to prescribe the form or forms
of instruments evidencing Options and any other instruments required under the
Plan and to change such forms from time to time; (c) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (d) to interpret
the Plan and decide any questions and settle all controversies and disputes that
may arise in connection with the Plan. Such determinations of the Board shall be
conclusive and shall bind all parties. Subject to Section 17, the Board shall
also have the authority, both generally and in particular instances, to waive
compliance by a director with any obligation to be performed by him under an
Option and to waive any condition or provision of an Option.
4. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided in Section 16 below, the maximum number
of shares of Common Stock, par value $0.10 per share, reserved and available for
distribution under the Plan shall be 100,000 shares. Such shares may be
authorized and unissued shares or may be shares previously issued and thereafter
reacquired by the Company. If an Option granted under the Plan shall expire or
terminate for any reason without having been exercised, in whole or in part, the
unpurchased shares subject to such Option shall again be available for
subsequent option grants under the Plan.
5. ELIGIBILITY.
Options may be granted pursuant to this Plan only to non-employee members
of the Board of Directors of the Company (an "Outside Director").
6. GRANT OF OPTIONS.
(a) Effective as of August 20, 1996, (the "Initial Grant Date") and on the
date of each annual meeting of stockholders thereafter beginning with the 1997
Annual Meeting of Stockholders ("Annual Grant Date"), each person (the
"Optionee") who is an Outside Director of the Company shall automatically be
granted, without further action by the Board, an Option to purchase one thousand
(1,000) shares of the Company's Common Stock. The date upon which each option
grant is to be automatically made hereunder is referred to herein as the "Date
of Grant". Anything in this Plan to the contrary notwithstanding, the
effectiveness of this Plan and of the grant of all Options hereunder is in all
respects subject to, and this Plan and Options granted under it shall be of no
force and effect unless and until, and no Option granted hereunder shall in any
way vest or become exercisable in any respect unless and until, the approval of
the Plan by the affirmative vote of a majority of the Company's shares present
(in person or by proxy) and entitled to vote at a meeting of stockholders at
which the Plan is presented for approval. In the event that such approval as
aforesaid has not been received on or before January 1, 1997, then in such event
this Plan and any options granted hereunder shall be null and void, and upon the
occurrence of such approval as aforesaid, the Plan and such Options shall be
effective as of the date of the Board of Directors' approval of the Plan.
(b) During the term of the Plan, each member of the Company's Board of
Directors who is not an employee of the Company and becomes a member of the
Board of Directors after August 20, 1996, shall receive, on the first Annual
Grant Date following the date on which he became a member of the Board, an
Option to purchase the number of shares of Common Stock equal to the product of
1,000 and a fraction, the numerator of which is the number of days during the
year preceding such Annual Grant Date that such Director served as a member of
the Board and the denominator of which is 365.
(c) In addition to the specific option grants referred to in subsections
(a) and (b) above, the Company's Board of Directors may award Options on an
annual basis to purchase up to one thousand five hundred (1,500) shares of the
Company's Common Stock to Outside Directors in recognition of extraordinary
efforts and contributions to the Board. Except for the specific Options referred
to in subsections (a),(b), and (c) above, no other Options shall be granted
under this Plan.
(d) No fractional shares shall be granted under the terms of this Plan.
(e) If at any time there are insufficient shares available under the Plan
to grant the Options prescribed by this Section 6, the number of shares for
which Options shall be granted shall be prorated equally among the Outside
Directors entitled to receive such Options.
7. FORM OF OPTION AGREEMENT.
Each Option granted under the provisions of this Plan shall be evidenced
by an Option Agreement in such form not inconsistent with the Plan as may be
specified by the Board of Directors.
8. OPTION PRICE.
The purchase price of the stock covered by an Option granted pursuant to
this Plan shall be the Market Price (as defined below) as determined on the date
when the Options are initially granted to the Outside Director. For purposes of
this Plan, the Market Price shall be the closing sale price of a share of Common
Stock as listed on the NASDAQ National Market System on the date of grant (or
the last closing sale price of the next business day in the event there were no
such trades on the date of grant).
9. METHOD OF EXERCISE OF OPTION.
(a) Subject to the terms and conditions of this Plan and the Option
Agreement, an Option granted hereunder shall, to the extent then exercisable, be
exercisable in whole or in part by giving written notice to the Company, stating
the number of shares with respect to which the Option is being exercised,
accompanied by payment in full for such shares, which payment may be in whole or
in part in shares of the Common Stock of the Company already owned by the person
or persons exercising the Option, valued at the Market Price determined in
accordance with the provisions of Section 8; provided, however, that there shall
be no such exercise at any one time as to fewer than one hundred (100) shares or
all of the remaining shares then purchasable by the person or persons exercising
the Option, if fewer than one hundred (100) shares.
(b) In the event of a Change of Control (as defined herein), all Options
outstanding (whether or not then exercisable) as of the date of such Change in
Control shall automatically become vested and fully exercisable, but in no event
shall they be exercised later than the specified expiration date of the option.
For purposes of the Plan, the term "Change of Control" means the happening of
any of the following: (i) when any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the"Act") (other than
the Company or a subsidiary or any employee benefit plan (including its trustee)
of either the Company or a subsidiary) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or indirectly of securities of
the Company representing 30 percent or more of the combined voting power of the
Company's then outstanding securities; or (ii) the occurrence of a transaction
requiring stockholder approval for the acquisition of the Company by an entity
other than the Company or its subsidiary through purchase of assets, or by
merger, or otherwise; or (iii) if, as a result of, or in connection with, any
tender or exchange offer, merger or other business combination, sale of assets
or contested election, or any combination of the foregoing transactions, the
persons who were directors of the Company before such transaction shall cease to
constitute a majority of the Board of Directors of the Company or of any
successor institution. For purposes of this Section (i) above, the term "person"
shall exclude all persons who are currently officers or directors of the
Company, or spouses, blood relatives or stepchildren of such officers or
directors, and trusts for the benefit of any such persons, and the estates of
any such persons.
10. OPTION PERIOD.
Each Option and all rights thereunder shall expire ten years from the day
on which the Option is granted, subject to earlier termination as provided in
the Plan.
11. EXERCISE OF OPTIONS.
Each Option granted under the Plan shall become exercisable one (1) year
from the date of the grant of such Option. Upon any exercise of an Option, the
Optionee shall specify for which Option or portion thereof he wishes to exercise
up to the full amount which have become exercisable as of that date. To the
extent that an Option is not exercised by an Optionee when it becomes initially
exercisable, it shall not expire but shall be carried forward and shall be
exercisable until the expiration of the exercise period.
12. NONTRANSFERABILITY OF OPTIONS.
No Option granted under the Plan shall be assignable or transferable by
the person to whom it is granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution. During the life of the
Optionee, the Option shall be exercisable only by such person.
13. TERMINATION OF OPTION RIGHTS.
(a) In the event an Optionee ceases to be a member of the Board of
Directors of the Company for any reason other than death or disability, any then
unexercised Options granted to such Optionee shall, to the extent not then
exercisable, immediately terminate and become void, and any Options which are
then exercisable but have not been exercised at the time the Optionee so ceases
to be a member of the Board of Directors may be exercised, to the extent they
are then exercisable, by the Optionee within a period of thirty (30) days
following such time the Optionee so ceases to be a member of the Board of
Directors, but in no event later than the expiration date of the Option.
(b) In the event that an Optionee ceases to be a member of the Board of
Directors of the Company by reason of his or her disability or death, any Option
granted to such Optionee shall be immediately and automatically accelerated and
become fully vested and all unexercised Options shall be exercisable by the
Optionee (or by the Optionee's personal representative, heir or legatee, in the
event of death) during the period ending one hundred eighty (180) days after the
date the Optionee so ceases to be a member of the Board of Directors, but in no
event later than the expiration date of the Option.
14. GENERAL RESTRICTIONS.
(a) The Company may require any person to whom an Option is granted, as a
condition of exercising such Option, to give written assurances in substance and
form satisfactory to the Company to the effect that such person is acquiring the
Common Stock subject to the Option for his or her own account for investment and
not with any present intention of selling or otherwise distributing the same,
and to such other effects as the Company deems necessary or appropriate in order
to comply with federal and applicable state securities laws. The certificates
for any shares of stock acquired under the Plan may include any legend which the
Company deems appropriate to reflect any restrictions on transfer.
(b) Each Option shall be subject to the requirement that if, at any time,
counsel to the Company shall determine that the listing, registration or
qualification of the shares subject to such Option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Option may
not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained on
conditions acceptable to the Company. Nothing herein shall be deemed to require
the Company to apply for or to obtain such listing, registration or
qualification.
(c) No member of the Board, nor any officer or employee of the Company
acting on behalf of the Board or the Company, shall be personally liable for any
action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Board and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.
15. RIGHTS AS A STOCKHOLDER AND DIRECTOR.
(a) The holder of an Option shall have no rights as a stockholder with
respect to any shares covered by the Option until the date of issue of a stock
certificate to him for such shares. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.
(b) Neither the Plan, nor the granting of an Option nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the director has a right to continue as
a director for any period of time, or at any particular rate of compensation.
16. ADJUSTMENTS TO OPTIONS.
In the event that the outstanding shares of Common Stock of the Company
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, merger,
consolidation, recapitalization, or reclassification, or in the event of a stock
split, stock dividend, combination of shares or subdivision, an automatic
adjustment shall be made in the number and kind of shares as to which
outstanding Options or portions thereof then unexercised shall be exercisable
and in the available shares under the Plan, to the end that the proportionate
interest of the option holder shall be maintained as it existed before the
occurrence of such event. Such adjustment to outstanding Options shall be made
without change in the total price applicable to the unexercised portion of such
Options and a corresponding adjustment in the applicable option price per share
shall be made. No such adjustment shall be made which would, within the meaning
of any applicable provisions of the Act, constitute a modification, extension or
renewal of any option or a grant of additional benefits to the holder of an
option.
17. AMENDMENT OF THE PLAN.
The Board of Directors may at any time alter, amend, modify, suspend or
terminate the Plan; provided however, that except as provided in Section 9(b)
above, no alteration, amendment, modification, suspension or termination shall
be made, without approval by the affirmative vote of a majority of the Company's
shares present (in person or by proxy) and entitled to vote at a meeting of
stockholders, which would:
(a) increase the maximum number of shares for which Options may be
granted under the Plan;
(b) change the option exercise price (except as provided in Section 16);
(c) change the designation of the class of persons eligible to
participate in the Plan;
(d) otherwise materially increase benefits accruing to option holders
under the Plan; or
(e) impair the rights of a participant under an Option previously
granted to him, without the participant's consent.
Notwithstanding the foregoing, in no event may the Plan be amended more
than once every six months. It is the intention that the Plan and the operation
thereof qualify for the exemption provisions contained in Rule 16b-3 adopted by
the Securities and Exchange Commission under the Act, as amended, as in effect
from time to time or any successor rule ("Rule"). To the extent that the
implementation or operation of any provision hereof does not comply with the
requirements of the Rule as applicable to the Plan, such provision shall be
inoperative or shall be interpreted, to the extent practicable, to apply in a
manner not inconsistent with the requirements of the Rule.
18. TAXES.
The Company's obligation to deliver shares upon the exercise of any option
granted under the Plan shall be subject to the Optionee's satisfaction of all
applicable federal, state and local income and employment tax withholding
requirements.
19. EFFECTIVE DATE AND DURATION OF THE PLAN.
(a) Effective Date. The effectiveness of this Plan and of the grant of all
options hereunder is in all respects subject to approval by the Company's
stockholders, all as more fully set forth in Section 6 above.
(b) Termination. Unless sooner terminated as provided herein, the Plan
shall terminate upon the date on which all shares available for issuance under
the Plan shall have been issued pursuant to the exercise of options granted
under the Plan.
Exhibit 99.2
PARLEX CORPORATION
1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
incorporated under the laws of the Commonwealth of Massachusetts
(hereinafter called the "Company")
STOCK OPTION NO. ___________ GRANTED: __________
FOR 1,000 SHARES OF COMMON STOCK
AT _________ PER SHARE
TO: __________________
THIS OPTION IS EXERCISABLE ONLY WITHIN CERTAIN
PERIODS AND ONLY UPON THE TERMS AND SUBJECT
TO THE CONDITIONS SET FORTH HEREIN
THIS MEMORANDUM WITNESSETH THAT: This option is granted under the 1996
Outside Directors' Stock Option Plan (hereinafter called the "Plan") of the
Company and is subject to the provisions thereof which are made a part hereof by
this reference. The Company hereby grants to the Outside Director whose name is
hereinabove set forth and who is sometimes hereinafter called "the Optionee" the
following option:
ARTICLE FIRST.
(a) Subject to the terms and conditions set forth herein, the Optionee is
hereby given the right and option to purchase from the Company at
______________________ dollars ($ ) per share an aggregate of One Thousand
(1,000) shares of the Common Stock of the Company during certain periods
hereinafter stated and in the manner hereinafter set forth.
Notwithstanding any provision of this memorandum or of the Plan, the
option to purchase hereunder is not exercisable after the expiration of ten
years from the date this option is granted. The last day of said ten-year period
is herein called the "specified termination date." The option to purchase
hereunder (unless sooner terminated) may be exercised, in whole or in part, one
year from the date of the grant of the Option.
(b) All exercise periods shall end on the specified termination date. In
the event the Optionee ceases to be a member of the Board of Directors of the
Company for any reason other than death or disability, any then unexercised
options granted to such Optionee shall, to the extent not then exercisable,
immediately terminate and become void, and any options which are then
exercisable but have not been exercised at the time the Optionee so ceases to be
a member of the Board of Directors may be exercised, to the extent they are then
exercisable, by the Optionee within a period of thirty (30) days following such
time the Optionee so ceases to be a member of the Board of Directors, but in no
event later than the expiration date of the option.
(c) In the event that an Optionee ceases to be a member of the Board of
Directors of the Company by reason of his disability or death, any option
granted to such Optionee shall be immediately and automatically accelerated and
become fully vested and all unexercised options shall be exercisable by the
Optionee (or by the Optionee's personal representative, heir or legatee, in the
event of death) during the period ending one hundred eighty (180) days after the
date the Optionee so ceases to be a member of the Board of Directors, but in no
event later than the expiration date of the option.
(d) In the event of a Change of Control (as defined herein), all options
outstanding (whether or not then exercisable) as of the date of such Change in
Control shall automatically become vested and fully exercisable, but in no event
shall they be exercised later than the specified expiration date of the option.
For purposes of the Plan, the term "Change of Control" means the happening of
any of the following: (i) when any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Act") (other than
the Company or a subsidiary or any employee benefit plan (including its trustee)
of either the Company or a subsidiary) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or indirectly of securities of
the Company representing 30 percent or more of the combined voting power of the
Company's then outstanding securities; or (ii) the occurrence of a transaction
requiring stockholder approval for the acquisition of the Company by an entity
other than the Company or its subsidiary through purchase or assets, or by
merger, or otherwise; or (iii) if, as a result of, or in connection with, any
tender or exchange offer, merger or other business combination, sale of assets
or contested election, or any combination of the foregoing transactions, the
persons who were directors of the Company before such transaction shall cease to
constitute a majority of the Board of Directors of the Company or of any
successor institution. For purposes of this Section, the term "person" shall
exclude all persons who are currently officers or directors of the Company, or
spouses, blood relatives or stepchildren of such officers or directors, and
trusts for the benefit of any such persons, and the estates of any such persons.
ARTICLE SECOND.
(a) This option is not transferable by the said Optionee otherwise than by
will or the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by him, and by him only while he is a member of the
Board of Directors of the Company.
(b) The term "Estate" as used in this Section or elsewhere means the
executors or administrators of the estate of the Optionee after his decease or
other persons succeeding, to the extent permitted by the provisions of this
option, to the rights of the Optionee after his decease by his will or the laws
of descent and distribution, as the case may be.
(c) The term "Holder", as used in this Section and all subsequent
provisions of this option, shall mean the Optionee and, if the Optionee shall
have deceased, his Estate as hereinbefore defined. The Holder shall not, by
virtue of this option, be deemed to be a holder of any shares purchasable
hereunder or to be entitled to the rights or privileges of a holder of such
shares unless and until they shall have been in fact issued to him after
exercise of the option with respect to such shares.
(d) This option is subject to all laws and regulations of any governmental
authority which may be applicable thereto and, notwithstanding any of the
provisions hereof, the Holder agrees that the option granted hereby will not be
exercised nor will the Company be obligated to issue any shares of stock
hereunder if the exercise thereof or the issuance of such shares, as the case
may be, would constitute a violation by the Holder or the Company of any such
law or regulation or of any provision thereof.
ARTICLE THIRD.
(a) This option may be exercised only by delivery of written notice of
exercise to the Company as hereinafter provided, and delivery of such notice
shall constitute exercise thereof. Such notice shall state the number of shares
with respect to which the option is being exercised, shall be accompanied by
cash or a certified check for the option price and, unless the Company shall at
the time expressly waive this requirement in connection with such exercise of
the option, shall contain a statement that the option is being exercised only
with a view to investment in, and not with a view to the disposition of, the
shares with respect to which the option is then being exercised. Payment may
also be in whole or in part in shares of the Common Stock of the Company already
owned by the Optionee exercising the option, valued at the Market Price
determined in accordance with the provisions of Section (b) of Article Third
herein provided, however, that there shall be no such exercise at any one time
as to fewer than one hundred (100) shares or all of the remaining shares then
purchasable by the person or persons exercising the option, if fewer than one
hundred (100) shares.
(b) For purposes of this Plan, the Market Price shall be the closing sale
price of a share of Common Stock as listed on the NASDAQ National Market System
on the date of grant (or the last closing sale price of the next business day in
the event there were no such trades on the date of grant).
(c) As soon as reasonably feasible after the receipt of such notice and
payment, the Company will deliver or cause to be delivered to the Holder at the
office of the Company, certificates for the number of shares with respect to
which the option has been exercised, registered in the name of the Holder.
Notwithstanding the foregoing, as a condition precedent to the delivery of any
shares hereunder, the Company shall have the right to require the Holder to
remit to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements, if and to the extent required by law. The shares
may be registered in the name of a person other than a Holder if the Holder is
an Estate. Notwithstanding the foregoing, if any law or regulation of the
Securities and Exchange Commission or other body having jurisdiction shall
require the Company or the Holder to take any action in connection with the
shares specified in such notice, then delivery of such shares to the Holder
shall be deferred for the period necessary to take such action.
(d) Delivery shall be made as of the date of delivery of notice of
exercise of the option with respect thereto, and the Holder shall be entitled to
receive all dividends and distributions (payable in cash, stock, or otherwise)
or the equivalent thereof payable to stockholders of record subsequent to
delivery of notice of exercise of the option with respect to such shares and
prior to the date of issuance and delivery of the shares pursuant thereto.
Except as above provided with respect to the payment of withholding taxes, the
Company will pay all federal original issue taxes on such issue and delivery,
and all other fees or expenses necessarily incurred by the Company in connection
therewith; provided, however, that all federal and state transfer taxes payable
in respect of shares of Common Stock of the Company issued and delivered under
this option in a name other than the name of the person to whom this option is
granted shall, upon the delivery of such shares, be paid by the recipient
thereof.
ARTICLE FOURTH.
If any of the following events shall occur prior to the specified
termination date or other termination of this option, the aggregate number of
shares covered by this option (or the balance of the shares covered thereby, if
theretofore the option has been exercised in part) and the purchase price
payable therefor, shall in each instance be changed or adjusted as follows:
(a) If the Company shall, at any time while this option is outstanding and
prior to any termination thereof, declare and pay in Common Stock any dividend
upon shares of its Common Stock outstanding, there shall in any such event be
added to the number of shares of Common Stock which might, immediately prior to
such dividend, be purchased pursuant to this option the number of shares of
Common Stock of the Company which the Holder would have received or become
entitled to receive by way of such dividend if, at the date for the
determination of stockholders entitled to receive such dividend, the Holder had
been the holder of record of the number of shares of Common Stock then covered
by this option; and the then option price per share shall be correspondingly
adjusted so that the option price per share, thereafter and prior to any other
adjustment therein pursuant to the provisions hereof, shall be the quotient
resulting from dividing the option price per share of Common Stock in effect
immediately prior to such stock dividend by the number of shares which, by
virtue of the foregoing provisions of this paragraph, the Holder shall be
entitled to purchase at the time of purchase for each share he was entitled to
purchase immediately prior to such dividend. The additional shares, which are
purchasable by reason of the foregoing provisions of this paragraph, may be
purchased only within such period or periods as may be purchased the shares on
account of which, by virtue of the foregoing provisions of this paragraph, such
additional shares may be purchased.
(b) If the Company shall, at any time while this option is outstanding,
reclassify the shares of its Common Stock into a greater or lesser number of
shares of Common Stock, the number of shares which may, after any such
reclassification, be purchased pursuant to this option shall be the number of
shares which the Holder would have received or become entitled to receive upon
such reclassification if the Holder had, prior to such reclassification, been
the holder of record of the number of shares of Common Stock then covered by
this option; and the option price per share shall be correspondingly adjusted so
that, in the event of a reclassification into a greater number of shares, the
option price per share, thereafter and prior to any other adjustment therein
pursuant to the provisions hereof, shall be the quotient resulting from dividing
the option price per share of Common Stock in effect immediately prior to such
reclassification by the number of shares of Common Stock into which each share
of such stock shall be reclassified, and, in the event of a reclassification
into a lesser number of shares, the option price per share, thereafter and prior
to any other adjustment therein pursuant to the provisions hereof, shall be the
product resulting from multiplying the option price per share of Common Stock in
effect immediately prior to such reclassification by the number of shares of
Common Stock required to constitute one share of the reclassified number of
shares. The number of shares which are purchasable by reason of the foregoing
provisions of this paragraph within any specified fixed period or periods shall
be increased or decreased in that proportion which the number of shares
purchasable after any such reclassification bears to the number of shares
purchasable immediately before any such reclassification.
(c) If, at any time while this option is outstanding, there shall be a
reorganization or recapitalization of the Company or a consolidation or merger
of the Company into or with another company or a sale of all or substantially
all of the assets of the Company, adequate provision shall be made so that, in
lieu of each share of Common Stock then covered by this option, there shall
thereafter be substituted hereunder during the period hereof such other share or
shares of stock, security or securities, or assets as would have been issuable
or payable in respect of or in exchange for such share had the Holder on the
record date for the determination thereof been the record holder of such share;
provided, however, that in any such event or in anticipation of any such event,
the period or periods within which this option may be exercised may be
accelerated by the Company by vote of the Board of Directors to a date not less
than thirty days after notice of such acceleration shall have been mailed to the
Holder.
(d) If the Company shall take any action (other than by way of the
declaration or payment of a dividend or dividends (exclusive of stock dividends)
thereon and other than such action as is described or referred to in clauses
(a), (b), or (c) of this ARTICLE FOURTH hereof which, in the opinion of the
Board of Directors, would materially dilute the Common Stock or other securities
then covered by this option, the Board of Directors shall appoint a firm of
independent public accountants (which may be the firm which regularly examines
and reports upon the financial statements of the Company) which shall give their
opinion as to the adjustment, if any, in the then option price per share
required to protect against such dilution, and the option price per share shall
thereupon become the price expressed in such opinion.
(e) No fraction of or fractional shares shall be purchasable or delivered
upon purchase hereunder.
Upon any adjustment required as hereinabove provided of the purchase price
or the number of shares purchasable upon the exercise of this option, the
Company agrees forthwith to deliver to the Holder a certificate, signed by its
President or Treasurer, setting forth the number of shares, and the price per
share therefor, thereafter purchasable on the exercise of this option.
The Company will, at all times during the term of this option, reserve and
keep available out of shares of its Common Stock authorized and unissued such
number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of this option.
This option shall be binding upon any company into which the Company is
merged or with which it is consolidated, and, unless clearly inapplicable,
references herein to the Company shall be deemed to include any such company.
ARTICLE FIFTH.
Any notice to be given to the Company hereunder shall be deemed sufficient
if delivered in writing at the office of the Treasurer of the Company or at such
other address as the Company may hereafter designate and shall be effective when
so delivered.
Any notice to be given to the Holder hereunder shall be deemed sufficient
if delivered in person to the Holder or at his address furnished to the Company
or when deposited in the mail addressed to the Holder at such address and shall
be effective when so delivered or when so deposited.
ARTICLE SIXTH.
The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have authority, not inconsistent with the express
provisions of the Plan (a) to grant Options in accordance with the Plan to such
directors as are eligible to receive Options; (b) to prescribe the form or forms
of instruments evidencing Options and any other instruments required under the
Plan and to change such forms from time to time; (c) to adopt, amend and rescind
rules and regulations for the administration of the Plan; and (d) to interpret
the Plan and decide any questions and settle all controversies and disputes that
may arise in connection with the Plan. Such determinations of the Board shall be
conclusive and shall bind all parties.
IN WITNESS WHEREOF, the Company has caused this option to be signed by its
duly authorized officer and its corporate seal to be hereunto affixed this ____
day of _______________, 19 .
ATTEST: PARLEX CORPORATION
By:
- ------------------------------------- -------------------------------------
Jill Pollack Kutchin, Clerk Herbert W. Pollack, Chairman
I hereby acknowledge receipt of this Option Agreement covering my stock
option under the Parlex Corporation 1996 Outside Directors' Stock Option Plan,
and the enclosed Plan, and in connection with the grant of the Option hereunder
to me, hereby agree that the contents of this Option Agreement and the terms and
conditions of the Plan are acceptable to me and that I shall be bound thereby.
----------------------------------- -------------
Optionee Date
