Registration No. 333-
As filed with the Securities and Exchange Commission on January ,1999
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PARLEX CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2464749
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Parlex Place
Methuen, Massachusetts 01844
---------------------- -----
(address of Principal Executive Offices) (Zip Code)
1989 EMPLOYEES' STOCK OPTION PLAN
---------------------------------
(Full title of the plan)
Jill Pollack Kutchin
Vice President-Corporate Affairs and Clerk
Parlex Corporation
One Parlex Place
Methuen, Massachusetts 01844
------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of
agent for service: (978) 685-4341
It is requested that copies of notices and
communications be sent to:
Edward D. Kutchin, Esq.
Kutchin & Rufo, P.C.
175 Federal Street
Boston, Massachusetts 02110
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Each Proposed Maximum
Class Of Maximum Aggregate
Securities to Amount to Offering Price Offering Amount of
be Registered be Registered (1) Per Share (2) Price (2) Registration Fee (3)
- ------------------------------------------------------------------------------------------
1989 EMPLOYEES' STOCK OPTION PLAN
<S> <C> <C> <C> <C>
Common Stock,
par value $.10
per share 300,000 shares $11.6875 $3,581,250 $995.59
- ------------------------------------------------------------------------------------------
- --------------------
<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 solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act of 1933
(as amended). The Proposed Maximum Offering Price Per Share
represents the average of the high and low sale prices for the Common
Stock as reported on the Nasdaq National Market on January 7,1999.
<F3> This registration statement also relates to 71,329 shares of Common
Stock previously registered and remaining unissued under Registration
Statements on Form S-8 (Registration Nos. 33-39648 and 33-88470),
which as indicated below are incorporated by reference herein. In
accordance with Instruction E of Form S-8, the registration fee is
being paid with respect to the additional securities only.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ---------------------------------------------------------
Parlex Corporation (the "Corporation") hereby incorporates by
reference the contents of the Corporation's Registration Statements on Form
S-8, being file number 0-12942, and Registration Nos. 33-39648 and 33-88470,
which were previously filed with the Securities and Exchange Commission (the
"Commission) pursuant to the Securities Act of 1933 (the "Securities Act")
relative to the 1989 Employees' Stock Option Plan (the "Plan").
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
----------- --------
<S> <C>
4.1 Parlex Corporation 1989 Employees' Stock Option
Plan (as amended effective as of August 25, 1998).
5.1 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 the
opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (included in Part II of this
Registration Statement under the caption
"Signatures").
SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the Corporation
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
13th day of January, 1999.
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 singly, with full power of
substitution and resubstitution, to be the undersigned's true and lawful
attorney-in-fact and agent, to do any and all acts and things and to execute
any and all instruments in the undersigned's 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 on Form S-8, 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 dates indicated.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
--------- -------- ----
<S> <C> <C>
/S/ Herbert W. Pollack Chairman of the Board 1/13/99
- --------------------------- and Treasurer
Herbert W. Pollack
/S/ Steven M. Millstein Vice President-Finance 1/13/99
- --------------------------- (Principal Financial
Steven M. Millstein Officer and Controller)
/S/ Peter J. Murphy President, 1/13/99
- --------------------------- Chief Executive Officer
Peter J. Murphy and Director
/S/ Lester Pollack Director 1/13/99
- ---------------------------
Lester Pollack
/S/ Benjamin M. Rabinovici Director 1/13/99
- ---------------------------
Benjamin M. Rabinovici
/S/ M. Joel Kosheff Director 1/13/99
- ---------------------------
M. Joel Kosheff
/S/ Sheldon Buckler Director 1/13/99
- ---------------------------
Sheldon Buckler
/S/ Richard W. Hale Director 1/13/99
- ---------------------------
Richard W. Hale
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
<S> <C> <C>
4.1 Parlex Corporation 1989 7
Employees' Stock Plan
(as amended effective as
of August 25, 1998).
5.1 Opinion of Kutchin & Rufo, P.C. 15
as to legality of original
issuance of shares of Common
Stock being registered.
23.1 Consent of Deloitte & 18
Touche LLP.
23.2 Consent of Kutchin & Rufo, P.C. 15
(contained in the opinion filed
as Exhibit 5.1 to the Registration Statement).
24.1 Power of Attorney (included in Part II 4
of this Registration Statement under the
caption "Signatures").
</TABLE>
EXHIBIT 4.1
["THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
- -------------------------------------------------------------------------
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933."]
- -------------------------------------------------------
DATED: August 25, 1998
PARLEX CORPORATION
1989 EMPLOYEES' STOCK OPTION PLAN
(As amended effective as of August 25, 1998)
The purposes of this 1989 Employees' Stock Option Plan (the "Plan")
are to encourage and enable employees of Parlex Corporation (the "Company")
or any of its subsidiary corporations to acquire a proprietary interest in
the Company through the ownership of shares of its Common Stock in order to
assure a closer identification of their interests with those of the Company
and to stimulate their efforts on behalf of the Company. These objectives
are sought to be achieved through the granting of "incentive stock options"
("Incentive Options") as defined in Section 422A(b) of the Internal Revenue
Code of 1986, as amended (the "Code") and non-qualified stock options ("Non-
qualified Options") as herein provided.
1. Authority to Grant Options.
---------------------------
Subject to the limitations herein contained, the Board of Directors of
the Company may, at any time beginning on the date hereof, grant options to
purchase shares of the Common Stock of the Company. The Board of Directors
may grant new options in exchange for the cancellation of options previously
granted under the Plan, and the option price of such new options shall be as
determined by the Board (and such option price may be lower than the option
price of canceled options).
2. Administration.
---------------
The Plan shall be administered by the Board of Directors of the
Company. The Board shall have, and may at any time delegate to a committee
(the "Committee") of no fewer than three Directors (none of whom are
eligible to participate in the Plan), full power to grant options, to
construe and interpret the Plan, and to establish and amend rules and
regulations for its administration. All action taken and decisions made by
the Board of Directors or the Committee pursuant to the provisions of this
Plan shall be binding and conclusive on all employees eligible to
participate in the Plan and on their legal representatives and
beneficiaries. No member of the Board of Directors or of the Committee
shall be liable for any determination made or action taken in good faith
with respect to the Plan or any option granted under the Plan.
3. Stock Subject to the Plan.
--------------------------
(a) The aggregate number of shares of Common Stock of the Company
which may be issued upon the exercise of options granted under this Plan
shall be 700,000 shares.
(b) If an option granted hereunder shall expire or terminate for
any reason, including, without limitation, cancellation by agreement in
exchange for the grant of new options under the Plan, without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for the purposes of this Plan.
4. Eligible Persons.
-----------------
Options may be granted under this Plan to such key employees of the
Company or of its subsidiaries (as defined in section 425 of the Code) as
may be selected by the Board of Directors of the Company. Directors of the
Company who are also employees of the Company or any of any subsidiary shall
be eligible to receive options. An employee who has been granted an option
may, if he is otherwise eligible, be granted an additional option or options
if the Board of Directors shall so determine; provided, however, to the
extent that the aggregate fair market value (determined as of the time the
option is granted) of the stock with respect to which options intended to be
Incentive Options are exercisable for the first time by an individual during
any calendar year shall exceed $100,000 (or such higher amount as may be
permitted from time to time under section 422A of the Code), such options
shall be treated as options which are not Incentive Options. In applying
the provisions of the preceding sentence, there shall be taken into account
solely (i) Incentive Options granted to the individual under this Plan after
December 31, l986 and (ii) incentive stock options granted to the individual
after December 31, l986 under all other stock option plans of the Company
and any subsidiary corporation thereof. The rule set forth here shall be
applied by taking options into account in the order in which they were
granted.
5. Grant of Option and Option Agreement.
-------------------------------------
Each option shall be set forth in an agreement whereby the Company
grants such option (the "Option Agreement") which shall be duly executed on
behalf of the Company and by the employee to whom such option is granted.
No option shall be granted within the meaning of the Plan and no purported
grant of any option shall be effective until an Option Agreement shall have
been duly executed on behalf of the Company and the employee, and until the
employee shall have assented to the terms and provisions of the Plan.
6. Terms and Conditions of Options.
--------------------------------
Each option granted under this Plan shall be subject to the following
terms and conditions:
(a) The purchase price per share of Common Stock payable upon
exercise of a Non-qualified Option shall be determined by the Board of
Directors of the Company on the day the option is granted, but shall in no
event be less than the par value of the stock subject to the option. The
purchase price per share of Common Stock payable upon exercise of an
Incentive Option shall be equivalent to the closing sale price of a share of
the Common Stock as listed on the NASDAQ National Market System on the date
of grant (or the last closing sale price in the event there were no such
trades on the date of grant). The Board may in its discretion allow the
purchase price for a share of Common Stock payable upon exercise of an
option granted under this Plan to be paid with stock of the Company valued
at fair market value as of the date payment is made with such stock as
determined in good faith by the Board. If an employee owns or is deemed to
own (by reason of the attribution rules applicable under Section 425(d) of
the Code) more than 10% of the combined voting power of all classes of stock
of the Company or any subsidiary and an Incentive Option is granted to such
employee, the option price of such Incentive Option (to the extent required
by the Code at the time of grant) shall be no less than 110% of the closing
sale price of a share of Common Stock as listed on the NASDAQ National
Market System on the date of grant.
(b) Each option shall be exercisable in such installments and at
such time or times as the Board of Directors of the Company shall determine,
but in no event after the expiration of ten years from the date on which
such option is granted. If an employee owns or is deemed to own (by reason
of the attribution rules of Section 425(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company or any
subsidiary and an Incentive Option is granted to such employee, the term of
such Incentive Option (to the extent required by the Code at the time of
grant) shall be not more than five (5) years from the date of grant.
(c) Each option and all rights thereunder shall expire on such date
as the Board shall designate provided, however, the Board shall not
designate a date later than ten (10) years from the day on which such option
is granted. Each option shall be subject to earlier termination as provided
herein.
(d) Any option granted under the Plan may be exercised by the
employee by delivering to the Company on any business day a written notice
(the "Notice") specifying the number of shares of Common Stock with respect
to which the option is being exercised. Payment for shares of Common Stock
purchased pursuant to the exercise of an option shall be made either in (i)
cash equal to the option price for the number of shares specified in the
Notice (the "Total Option Price"), or (ii) if authorized by the applicable
option agreement, shares of Common Stock having a fair market value, as
determined in good faith by the Board of Directors, equal to or less than
the Total Option Price, plus cash in an amount equal to the excess, if any,
of the Total Option Price over the fair market value of such shares of
Common Stock.
(e) At the time an option is granted, the Board shall fix the
period during which the option may be exercised and the percentage of shares
subject to an option which may be exercised in each successive year;
provided, however, the period during which the option may be exercised shall
not in any event extend beyond ten (10) years from the date of grant (the
"Exercise Period"). When an option becomes initially exercisable in whole
or part by an employee, it shall remain exercisable for the Exercise Period
specified in the Option Agreement and thereafter shall expire and no longer
be exercisable; provided, however, that the Board is directed to provide in
the Option Agreement for a different Exercise Period or an earlier
termination of an option granted under the terms of this Plan and the rights
thereunder in certain cases. Notwithstanding any provision contained
herein, the Board, in its sole discretion, may after an option is granted
shorten the period during which the option or any portion thereof may not be
exercised to the extent and with the effect allowed for incentive stock
options by regulations promulgated by the Secretary of the Treasury or his
delegate.
(f) No option shall be transferable by the employee to whom it was
granted otherwise than by will or by the laws of descent and distribution
and any option shall be exercisable during the lifetime of such employee
only by him.
(g) In the event an employee ceases to be an employee of the
Company for any reason other than death, any unexercised options granted to
such employee shall be immediately terminated and become void.
(h) In the event an employee ceases to be an employee of the
Company by reason of his death, the accrual schedule shall be accelerated to
allow the employee or his legal representative to exercise all then accrued
unexercised options. Such options may be exercised by the employee or his
legal representative, as the case may be, within one hundred eighty (180)
days after the date of death, but in no event later than the specified
expiration date of the option.
Each option granted under this Plan shall be subject to such further
terms and considerations not inconsistent herewith as the Board of Directors
of the Company shall determine.
7. Compensating Cash Payments.
---------------------------
The Company acknowledges that whenever an employee acquires any shares
of Common Stock pursuant to the exercise of an option granted to him under
the Plan, the employee may incur additional taxable income by reason of said
exercise, and the Company will receive a corresponding tax deduction. In
certain circumstances, the Company may determine that, in light of such tax
consequences, it is appropriate for the Company to pay such employee a cash
bonus in an amount not to exceed the amount of the federal income tax
deduction to which the Company becomes entitled as a result of the exercise
of such option by such employee, and provided further that the Company shall
not be under any legal obligation to make any cash payments pursuant to this
Paragraph 7. The Board of Directors shall, in its sole discretion,
determine the situations, if any, in which such a cash payment shall be
made, the amount of any such cash payment, and the time when any such
payment shall be made, and its determination with respect to such matters
shall be conclusive and binding on all persons.
8. Amendment of the Plan.
----------------------
The Plan may at any time or from time to time be terminated, modified
or amended by the Board of Directors and the Board may amend outstanding
option agreements in a manner not inconsistent with the Plan; provided,
however, that the termination or any modification or amendment of the Plan,
or any outstanding option agreement, shall not, without the consent of an
employee, affect his rights under an option previously granted to him; and
provided, further, that no action by the Board may, unless approved by the
stockholders of the Company in the manner stated in Section 14, change the
total number of shares of stock which are reserved for issue upon the
exercise of options granted under the Plan, except as contemplated in
Section 3 hereof or (b) change the class of employees eligible to receive
options.
9. Representations of Employee.
----------------------------
(a) Unless the shares to be issued upon exercise of an option
granted under the Plan have been effectively registered under the Securities
Act of 1933, as amended, (the "Securities Act"), as now in force or
hereafter amended, the Company shall be under no obligation to issue any
shares covered by an option unless the person who exercises such option, in
whole or in part, shall give a written representation to the Company that he
is acquiring the shares issued pursuant to such exercise of the option as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares. Each share of stock issued pursuant to the
exercise of an option pursuant to this Plan may bear a reference to the
investment representation made in accordance with this Section 9.
(b) The representation made in accordance with this Section 9 along
with any restrictions which the Board in its discretion may impose on the
stock purchased under an option granted under the Plan shall be set forth in
the Option Agreement.
10. Notice of Disposition of Stock Prior to Expiration of Specified
---------------------------------------------------------------
Holding Period: Withholding.
-----------------------------
(a) Whenever shares are to be issued in satisfaction of an option
granted hereunder, the Company shall have the right to require the employee
to remit to the Company an amount sufficient to satisfy Federal, state,
local or other withholding tax requirements if and to the extent required by
law prior to the delivery of any certificate or certificates for such
shares.
(b) The Company may require as a condition on the issuance of
shares covered by any option that the employee exercising such option give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely,
that he will report to the Company any disposition of such shares prior to
the expiration of the holding periods specified by Section 422A of the Code.
If, and to the extent that, the realization of income in such a disposition
imposes upon the Company Federal, state, local or other withholding tax
requirements, the Company shall have the right to require that the employee
remit to the Company an amount sufficient to satisfy those requirements
prior to the transfer of any such shares and the Company may require as a
condition on the issuance of shares covered by any option that the party
exercising such option give a satisfactory written representation promising
to make such a remittance.
11. Rights as a Shareholder.
------------------------
The holder of an option shall have no rights as a shareholder with
respect to any shares covered by the option until the date of issue of a
certificate to him for such shares. Except as otherwise expressly provided
in the Plan or the Option Agreement, 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.
12. Adjustment Upon Changes in Capitalization.
------------------------------------------
If the shares of Common Stock as a whole are increased, decreased,
changed into or exchanged for, a different number or kind of shares or
securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate
structure or the like, an appropriate and proportionate adjustment shall be
made in the number and kind of shares subject to the Plan, and in the
number, kind and per share exercise price of shares or other securities
subject to unexercised options or portions thereof granted prior to any such
change. In the event of any such adjustment in an outstanding option, the
employee thereafter shall have the right to purchase the number of shares or
securities under such option at the per share price or per unit price, as so
adjusted, which the employee could purchase at the total purchase price
applicable to the option immediately prior to such adjustment.
13. Non-Exclusivity of the Plan.
----------------------------
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board of
Directors to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.
14. Effective Date of Plan: Stockholder Approval.
----------------------------------------------
The Plan shall be subject to approval by the affirmative vote of
stockholders holding a majority of the Company's shares present (in person
or by proxy) at the annual meeting or any adjournment thereof and the Plan
shall take effect as of the date of adoption immediately upon such approval.
15. Federal Income Tax Consequences.
--------------------------------
The following is a brief summary of the principal United States
Federal income tax consequences of the grant and exercise of Plan options
under Federal income tax laws in effect on the date hereof. This is not
intended to be exhaustive and does not describe state, local or foreign tax
consequences.
The Non-qualified Options granted under the Plan are intended to be
"non-qualified stock options" subject to Section 83 of the Code. The grant
of Non-qualified Options under the Plan will not be treated as income to the
grantee for Federal income tax purposes, nor will such grant result in a
deduction for tax purposes to the Company. Upon exercise of a Non-qualified
Option, the grantee will generally recognize ordinary income in the year of
exercise equal to the excess of (a) the fair market value of the shares
purchased, determined on the date of exercise, over (b) the exercise price.*
Income recognized in connection with the exercise of a Non-qualified Option
will be treated as ordinary income to the grantee, and the Company will be
required to withhold tax on the amount of income realized by the grantee.
The Company will be entitled to an income tax deduction in the year in which
the grantee realizes income with respect to a stock option, in an amount
equal to the income realized by the grantee. When a grantee disposes of
shares acquired pursuant to the exercise of a Non-qualified Option, any
amount received in excess of the fair market value on the date of exercise
will be treated as a long-term or short-term capital gain. If the amount is
less than the fair market value on the date of exercise, the loss will be
treated as a long or short-term capital loss.
The Incentive Options granted under the Plan are intended to qualify
as incentive stock options, to the extent permissible, under Section 422A of
the Code. The grant of Incentive Options under the Plan will not be treated
as income to the grantee for Federal income tax purposes, nor will such
grant result in a deduction for tax purposes to the Company. In general,
upon exercise of an Incentive Option while employed by the Company or within
the three month period after the termination of employment, the grantee will
not recognize any ordinary income, and the Company will not be entitled to a
deduction for tax purposes. If the grantee does not dispose of shares
acquired upon exercise of an Incentive Option until more than two years from
the date of grant and one year from the date of exercise, the excess of the
sale proceeds over the aggregate exercise price of such shares will be long-
term capital gain.
[FN]
- --------------------
<F*> In the case of a grantee subject to the "short-swing" insider trading
restrictions of Section 16(b) of the Securities Exchange Act of l934,
the date six months after exercise may determine the amount of income
and the year in which such income is taxable.
</FN>
EXHIBIT 5.1
January 8, 1999
Board of Directors
Parlex Corporation
One Parlex Place
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
the registration of 300,000 additional 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 1989 Employees' 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
nonassessable.
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. We understand that this
opinion is to be used only in connection with the offer and sale of the
Shares while the Registration Statement is in effect.
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 5, 1998
appearing in the Annual Report on form 10-K of Parlex Corporation for the
year ended June 30, 1998.
/s/ Deloitte & Touche LLP
- ----------------------------
Boston, Massachusetts
January 8, 1999
