File No. 333-
As filed with the Securities and Exchange Commission on March 31, 2000.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMFAB CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 03-0221503
- ---------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Indemnification No.)
701 Daniel Webster Highway, Merrimack, New Hampshire 03054
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(Address of Principal Executive Offices) (Zip Code)
CHEMFAB CORPORATION 1999 STOCK OPTION PLAN
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(Full title of the plan)
John W. Verbicky Copy to: David Engel, Esq.
Chief Executive Officer Bingham Dana LLP
Chemfab Corporation 150 Federal Street
701 Daniel Webster Highway Boston, MA 02110
Merrimack, NH 03054
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(Name and address of agent for service)
(603) 424-9000 (617) 951-8000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Aggregate Offering Registration
be Registered Registered Price Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock, 500,000(1) (2) (2) $1,881.00
$.10 Par Value
<PAGE>
(1) Consists of 500,000 shares subject to issuance upon exercise of stock
options granted or to be granted under the Plan, which shares are being
registered for resale hereby.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of determining the
registration fee. It is not known how many shares will be purchased under the
Plan or at what price such shares will be purchased. The purpose maximum
aggregate offering price per share and the proposed maximum aggregate offering
price have been calculated assuming the issuance of shares of Common Stock upon
exercise of stock options to be granted under the Plan at an assumed exercise
price of $14.250 per share, which price was the average of the high and low
prices of the Registrant's Common Stock reported in the consolidated trading
system of the New York Stock Exchange on March 27, 2000.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus included in this Registration Statement is a combined
Prospectus that relates also to Registration Statements on Form S-8 (File No.
33-61946, File No. 333-07139 and File No. 333-46985) previously filed by the
Registrant on April 30, 1993, on June 28, 1996 and on February 27, 1998,
respctively.
EXPLANATORY NOTE
On April 30, 1993, the Registrant filed a Registration Statement on Form
S-8 (File No. 33-61946) (hereinafter, the "First Registration Statement") for
purposes of effecting the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of (i) 500,000 shares (which became 750,000
shares, as a result of a 3-for-2 stock dividend of the Registrant's Common Stock
effected on February 22, 1996 (the "Stock Dividend")) of common stock, $0.10 par
value per share ("Common Stock"), issuable by the Registrant upon exercise of
stock options granted or to be granted by the Registrant under its 1991 Stock
Option Plan (the "1991 Plan"), and (ii) 50,000 shares (which became 75,000
shares, as a result of the Stock Dividend) of Common Stock issuable by the
Registrant upon exercise of stock options granted or to be granted by the
Registrant under its 1991 Chemfab Employee Stock Option Plan. Subsequently, the
Company amended and restated the 1991 Plan (the 1991 Plan, as so amended and
restated, being referred to as the "First Amended and Restated 1991 Plan") for
purposes of, among other things, increasing the aggregate number of shares of
Common Stock subject to issuance under the Amended and Restated 1991 Plan from
750,000 to 1,500,000 shares. On June 28, 1996, the Registrant filed a second
Registration Statement on Form S-8 (File No. 333-07139) (hereinafter, the
"Second Registration Statement") for purposes of effecting the registration
under the Securities Act of 1,270,875 shares (including the 750,000 shares
previously registered) of Common Stock for issuance upon exercise of stock
options granted under the First Amended and Restated 1991 Plan.
Thereafter, the Company twice amended and restated the First Amended and
Restated 1991 Plan (the First Amended and Restated 1991 Plan, as so amended and
restated, being referred to as the "Third Amended and Restated 1991 Plan") for
purposes of, among other things, increasing the aggregate number of shares of
Common Stock subject to issuance under the Third Amended and Restated 1991 Plan
from 1,500,000 to 1,950,000 shares. On February 27, 1998, the Registrant filed a
third Registration Statement on Form S-8 (File No. 333-46985)(hereinafter the
"Third Registration Statement") for purposes of effecting the registration under
the Securities Act of 450,000 Shares of Common Stock for issuance upon exercise
of stock options granted under the Third Amended and Restated 1991 Plan.
<PAGE>
This Registration Statement on Form S-8 has been prepared and filed
pursuant to and in accordance with the requirements of General Instructions C
and E to Form S-8 for purposes of (i) effecting the registration under the
Securities Act of the additional 500,000 shares of Common Stock subject to
issuance upon exercise of stock options granted or to be granted under the 1999
Stock Option Plan, and (ii) including a Prospectus prepared in accordance with
the requirements of Part I of Form S-3 (the "Reoffer Prospectus"), which Reoffer
Prospectus may be used by certain selling stockholders of the Registrant to
reoffer for resale those shares of Common Stock registered pursuant to this
Registration Statement or the First, Second or Third Registration Statements
that have been acquired or will be acquired by such selling stockholders upon
exercise of stock options granted or to be granted to them under the 1999 Stock
Option Plan or the Third Amended and Restated 1991 Stock Option Plan, as
applicable.
Pursuant to General Instruction E to Form S-8, the Registrant hereby
incorporates herein by reference the contents of the First, Second and Third
Registration Statements, except for the contents of Item 8 of the First, Second
and Third Registration Statements, the Exhibit Indices thereto and the Exhibits
filed therewith.
UP TO 2,450,000 SHARES
CHEMFAB CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of up to 2,450,000 shares of
common stock of Chemfab Corporation that have been or will have been issued upon
exercise of stock options granted or to be granted under Chemfab's 1999 Stock
Option Plan or the Third Amended and Restated 1991 Stock Option Plan to the
officers and directors of the Company listed herein as the selling stockholders.
Chemfab will not receive any of the proceeds from the sale of shares by the
selling stockholders.
Chemfab's common stock trades on the New York Stock Exchange under the symbol
"CFA." On March 22, 2000, the closing sale price of the common stock, as
reported by the New York Stock Exchange, was $14.3750 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Proceeds to
Price to Discounts Selling
Public and Commissions Stockholders
Per Share (1) (1)(2) (1)(2)
Total (1) (1)(2) (1)(2)
All or a portion of the shares offered under this prospectus may be sold by the
selling stockholders from time to time in one or a combination of the following
transactions:
o transactions (which may involve block transactions) on the New York
Stock Exchange, or otherwise, at market prices prevailing at the
time of sale or at prices related to such prevailing market prices;
or
<PAGE>
o privately negotiated transactions at negotiated prices. The selling
stockholders may carry out these transactions by selling their
shares directly to purchasers or by selling their shares directly
to or through brokers or dealers, and those brokers or dealers may
receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of
their shares.
(2) All of the expenses of this offering, which are estimated at $5,000, will be
paid by Chemfab. Chemfab will not be responsible for any discounts,
concessions, commissions or other compensation due to any broker or dealer in
connection with the sale of any of the shares offered under this prospectus,
which will be borne by the selling stockholders.
AVAILABLE INFORMATION
Chemfab is subject to the information requirements of the Securities
Exchange Act of 1934, as amended and files reports and other information with
the Securities and Exchange Commission. These reports and information filings
can be inspected and copied at the SEC's Office of Public Reference at Room
1024, 450 Fifth Street, N.W. Washington, D.C. 20549 and at the SEC's New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048, and
Chicago Regional Office, Citicorp Center, 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of these materials can also be obtained from the SEC's
Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates or, certain of these materials can also be obtained through the
SEC's World Wide Web site (http://www.sec.gov).
The Company has filed with the SEC registration statements on Form S-8
under the Securities Act with respect to the common stock offered under this
prospectus. This prospectus does not contain all of the information included in
those registration statements and the exhibits and schedules thereto. For
further information with respect to Chemfab, you should refer to those
registration statements and to the schedules and exhibits filed with them.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Chemfab with the SEC are incorporated
into and made a part of this prospectus:
o Chemfab's Annual Report on Form 10-K for the fiscal year ended June 30,
1999;
o all reports previously filed by Chemfab under Section 13(a) or
15(d) of the Exchange Act, since the end of Chemfab's 1999 fiscal
year; and (3) the
o the description of the common stock contained in Chemfab's
registration statement on Form 8-A filed with the SEC under the
Exchange Act.
In addition, all documents subsequently filed by Chemfab pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered by this
prospectus have been sold or which deregisters all of the securities then
remaining unsold, shall be deemed to be incorporated into and made a part of
this prospectus.
<PAGE>
Any person receiving a copy of this prospectus may obtain without charge,
upon written or oral request, a copy of (1) any of the documents (without their
exhibits) that are incorporated into this prospectus and (2) copies of all
reports, proxy statements and other communications distributed by Chemfab to its
security holders generally (but only to the extent such reports, proxy
statements and other communications have not already been received by such
person). Requests should be addressed to Chemfab Corporation, Attention:
Secretary, 701 Daniel Webster Highway, Merrimack, New Hampshire 03054.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters
discussed in this prospectus are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended. Investors
are cautioned that forward-looking statements are inherently uncertain. Actual
performance and results may differ materially from those projected or suggested
due to certain risks and uncertainties. Additional information concerning
certain risks and uncertainties that could cause actual results to differ
materially from those projected or suggested is contained in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1999 which has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. Investors are also directed toward information concerning
certain risks and uncertainties contained in documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, and incorporated herein by reference.
THE COMPANY
Chemfab, together with its consolidated subsidiaries, develops,
manufactures and markets polymer-based engineered products and materials systems
for use in specialized and severe service environments. Its products typically
consist of fiber-reinforced flexible composites, coated or laminated with
fluoropolymers, and specialty fluoropolymer films. Worldwide end-use
applications are in electrical, environmental, food processing, architectural,
aerospace, communications, laboratory test, protective systems, consumer
bakeware, other industrial markets, and medical electronics, personal care,
health care, and specialty apparel markets. Chemfab's principal executive
offices are located at 701 Daniel Webster Highway, Merrimack, New Hampshire
03054, and its telephone number is (603) 424-9000.
USE OF PROCEEDS
Chemfab will not receive any of the proceeds from the sale of shares by
the selling stockholders.
SELLING STOCKHOLDERS
The following table sets forth the names of the selling stockholders, the number
of outstanding shares of Chemfab common stock beneficially owned by each of them
as of February 29, 2000, and the number of shares available for resale hereunder
by each of them. Since each of the selling stockholders may sell all or any
portion of shares of his or her shares, Chemfab cannot estimate the number of
shares of common stock that will be held by the selling stockholders upon
termination of this offering.
<PAGE>
Number Of
Shares Shares Available
Name Beneficially Owned (1) for Resale (2)
- --------------------------- ---------------------- ----------------
Hilary A. Arwine(3) 14,880 37,000
Paul M. Cook(4) 300,090 54,000
Warren C. Cook(5) 196,127 54,000
Michael P. Cushman(6) 21,484 43,475
Dennis L. Filger (7) 1,000 32,000
Robert E. McGill, III(8) 33,250 39,000
James E. McGrath(9) 36,000 24,000
Duane C. Montopoli(10) 178,500 124,500
Moosa E. Moosa(11) 51,250 72,000
Nicholas Pappas(12) 77,500 74,000
Thomas C. Platt III(13) 23,250 57,000
Charles Tilgner III(14) 25,522 35,050
John W. Verbicky(15) 149,250 213,000
(1) Unless otherwise noted, each person identified possesses sole voting and
investment power with respect to shares, subject to community property laws
where applicable. Includes an aggregate of 603,200 shares of common stock
subject to stock options held by the selling stockholders that can be
exercised to purchase such shares on or before April 30, 2000, as follows:
52,500 shares for Mr. Paul Cook, 52,500 shares for Mr. Warren Cook,
39,250 shares for Mr. Moosa, 26,250 shares for Mr. McGill, 22,500 shares
for Mr. McGrath, 116,000 shares for Mr. Montopoli, 14,500 shares for Ms.
Arwine, 67,500 shares for Mr. Pappas, 20,975 shares for Mr. Cushman,
22,725 shares for Mr. Tilgner, 146,750 shares for Mr. Verbicky, 21,750
shares for Mr. Platt, and 0 shares for Mr. Filger.
(2) Consists of outstanding options granted to the selling stockholders
pursuant to Chemfab's Third Amended and Restated 1991 Stock Option Plan and
1999 Stock Option Plan.
(3) Ms. Arwine is the Company's Corporate Controller.
(4) Includes 247,590 shares held by the Paul and Marcia Cook Living Trust, as
to which Mr. Cook and his wife share voting and investment power.
Mr. Cook is a director of the Company.
(5) Includes 86,300 shares held in trust for the benefit of Mr. Cook's two
children, as to which Mr. Cook has no voting or investment power and
disclaims beneficial ownership. Mr. Cook is a director of the Company.
(6) Includes 224 shares held by Mr. Cushman's children, as to which Mr.
Cushman disclaims beneficial ownership. Mr. Cushman is the Company's Vice
President - Americas Business Group.
(7) Mr. Filger is Vice President - Corporate Development and Technology of the
Company.
(8) Mr. McGill is a director of the Company.
<PAGE>
(9) Mr. McGrath is a director of the Company
(10) Includes 4,500 shares held by Mr. Montopoli as custodian for his two
children, as to which Mr. Montopoli disclaims beneficial ownership.
Mr. Montopoli is a director of the Company
(11) Mr. Moosa is Vice President-Mergers and Acquisitions of the Company.
(12) Mr. Pappas is a director of the Company.
(13) Mr. Platt is the Company's Vice President - General Counsel,
Administration and Secretary.
(14) Includes 15 shares held by Mr. Tilgner's wife, as to which Mr. Tilgner
disclaims beneficial ownership. Mr. Tilgner is the Company's Vice
President and Director of U.S. Operations and Engineering.
(15) Mr. Verbicky is the Company's President and Chief Executive Officer, and a
director.
PLAN OF DISTRIBUTION
All or a portion of the shares offered under this prospectus may be sold by the
selling stockholders from time to time in one or a combination of the following
transactions:
o transactions (which may involve block transactions) on the New York
Stock Exchange, or otherwise, at market prices prevailing at the
time of sale or at prices related to such prevailing market prices;
or
o privately negotiated transactions at negotiated prices. The selling
stockholders may carry out these transactions by selling their
shares directly to purchasers or by selling their shares directly
to or through brokers or dealers, and those brokers or dealers may
receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of
their shares.
In addition to sales pursuant to this prospectus, selling stockholders may
also effect sales of all or any portion of the Shares pursuant to Rule 144
promulgated under the Securities Act.
All expenses incurred in connection with this offering will be borne by
Chemfab, except for any discounts, concessions, commissions or other
compensation due to any broker or dealer in connection with the sale of any of
the shares offered under this prospectus, which will be borne by the selling
stockholders.
EXPERTS
The consolidated financial statements of Chemfab Corporation appearing in
Chemfab Corporation's Annual Report (Form 10-K) for the year ended June 30,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange
Commission)given upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
The validity of the Shares of Common Stock being offered hereby is being
passed upon by Bingham Dana LLP.
No dealer, sales representative,
or any other person has been authorized 2,450,000 SHARES
to give any information or to make any
representations in connection with this
offering other than those contained in
this prospectus, and, if given or made,
such information or representations
must not be relied upon as having been
authorized by Chemfab or any
selling stockholder. This prospectus
does not constitute an offer to sell or
a solicitation of an offer to buy any
securities other than the shares of
common stock to which it relates or an
offer to, or a solicitation of, any
person in any jurisdiction where such
an offer or solicitation would be
unlawful. Neither the delivery of this
prospectus nor any sale made hereunder
shall, under any circumstances, create
an implication that there has been no
change in the affairs of Chemfab
since the date hereof or that
information contained herein is correct
as of any time subsequent to the date
hereof.
<PAGE>
---------------
TABLE OF CONTENTS CHEMFAB CORPORATION
---------------
Page
----
Available Information 4 COMMON STOCK
Incorporation of Certain Documents
by Reference 4
The Company 5
Use of Proceeds 5
Selling Stockholders 5
Plan of Distribution 7
Experts 7 -------------------
PROSPECTUS
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March 31, 2000
PART II
------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
- - --------------------
The following exhibits are filed as part of this Registration Statement:
3(a) Certificate of Incorporation of the Company filed as Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the year ended June 30,
1996 is incorporated herein by reference.
3(a)(1) Certificate of Amendment to Certificate of Incorporation of the
Company (effective November 6, 1991) filed as Exhibit 3(a)(1) to the
Company's Annual Report on Form 10-K for the year ended June 30, 1996
is incorporated herein by reference.
3(b) By-Laws of the Company filed as Exhibit 3(b) to the Company's
Registration Statement on Form S-1 (File No. 2-85949) filed November
10, 1983 is incorporated herein by reference.
4(a) Specimen Common Stock Certificate filed as Exhibit 4(a) to the
Company's Annual Report on Form 10-K for the year ended June 30, 1997
is incorporated herein by reference.
4(b) See Exhibit 3(a) above.
4(c) See Exhibit 3(b) above.
<PAGE>
4(d)(1) Forms of Stock Option Agreements under the Company's 1991 Stock
Option Plan filed as Exhibit 10(a)(8) to the Company's Annual Report
on Form 10-K for the year ended June 30, 1995 are incorporated herein
by reference.
4(d)(2) Form of Amendment to 1986 and/or 1991 Stock Option Plan Agreements
filed as Exhibit 10(a)(4) to the Company's Annual Report on Form 10-K
for the year ended June 30, 1999 are incorporated herein by
reference.
4(d)(3) Forms of Stock Option Agreements under Plan, for Officers, Directors,
Director Consultants, and Non-Officer Employees, relative to options
issued on or after the effective date of Amendment No. 2 to the Plan,
filed as Exhibit 10(a)(16) to the Company's Quarterly Report on Form
10-Q for the quarter ended December 28, 1997 is incorporated here in
by reference.
4(d)(4) Third Amended and Restated Chemfab Corporation 1991 Stock Option
Plan. Filed as Exhibit 10(a)(15) to the Company's Annual Report on
Form 10-K for the year ended June 30, 1998 is incorporated herein by
reference.
4(d)(5) Chemfab Corporation 1999 Stock Option Plan.
5 Opinion of Bingham Dana LLP as to the legality of the securities
being registered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Bingham Dana LLP, contained in legal opinion set forth as
Exhibit 5 attached hereto.
24 Power of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Merrimack, State of New Hampshire, on the 31st day of
March 2000.
CHEMFAB CORPORATION
By: /s/ John W. Verbicky
------------------------------
John W. Verbicky
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ John W. Verbicky President, Chief Executive March 31, 2000
- --------------------------- Officer and Director
John W. Verbicky
/s/ Laurence E. Richard Vice President-Finance, March 31, 2000
- ------------------------- Treasurer and Chief Financial
Laurence E. Richard Officer (principal financial
officer)
/s/ Hilary A. Arwine Corporate Controller March 31, 2000
- -------------------------- (principal accounting officer)
Hilary A. Arwine
* Director March 31, 2000
- --------------------------
Paul M. Cook
* Director March 31, 2000
- --------------------------
Warren C. Cook
* Director March 31, 2000
- --------------------------
Robert E. McGill III
* Director March 31, 2000
- --------------------------
James E. McGrath
* Director March 31, 2000
- --------------------------
Duane C. Montopoli
<PAGE>
Signature Title Date
* Director March 31, 2000
- --------------------------
Nicholas Pappas
* By /s/ John W. Verbicky
--------------------------
John W. Verbicky
Attorney-in-Fact
<PAGE>
Exhibit 4(d)(5)
CHEMFAB CORPORATION
1999 STOCK OPTION PLAN
1. Definitions. As used in this 1999 Stock Option Plan of Chemfab
-----------
Corporation the following terms shall have the following meanings:
Annual Shareholders Meeting shall have the meaning ascribed to it in
Section 6.
As Adjusted means as appropriately adjusted for stock dividends payable in
the Stock, split-ups and contractions of the Stock, reclassifications of the
Stock, or similar changes of the outstanding shares of the Stock which occur
after the date of adoption of this 1999 Stock Option Plan by the Board of
Directors.
Automatic Grant Date shall have the meanings ascribed to it in Section
6(a) and (b), as applicable.
Board of Directors means the Company's board of directors.
Code means the Federal Internal Revenue Code of 1986, as amended.
Committee means a committee comprised of two or more Nonemployee
Directors, appointed by the Board of Directors, responsible for the
administration of the Plan, as provided in Section 4; provided, that the Board
of Directors itself may at any time, in its sole discretion, exercise any or all
functions and authority of the Committee, except that the Committee shall have
exclusive authority to exercise its functions and authority in respect of
selection of officers and directors who are not Nonemployee Directors for
participation in and decisions concerning a grant or award of an Option to any
of such persons and the matters set forth in clauses (b) through (h) of Section
4 (and any other matters concerning the timing, pricing and amount of a grant or
award) in respect of any such persons.
Company means Chemfab Corporation, a Delaware corporation.
-------
Grant Date means the date on which an Option is granted, as specified in
Section 8 or, as applicable, in Section 6.
Incentive Option means an Option which by its terms is to be treated as an
"incentive stock option" within the meaning of Section 422 of the Code.
Market Value means the closing price for a share of the Stock on any date.
Nonemployee Director means a director of the Company who is not an officer
or employee of the Company.
<PAGE>
Nonstatutory Option means any Option that is not an Incentive Option.
Option means an option to purchase shares of the Stock granted under the
Plan.
Option Agreement means an agreement between the Company and an Optionee,
setting forth the terms and conditions of an Option.
Option Price means the price paid or to be paid by an Optionee for a share
of Stock upon exercise of an Option.
Optionee means a person eligible to receive an Option, as provided in
Section 7, to whom an Option shall have been granted under the Plan.
Plan means this 1999 Stock Option Plan of the Company.
Stock means common stock, par value $.10 per share, of the Company.
Ten Percent Owner means a person who owns, or is deemed within the meaning
of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (or its
parent or subsidiary corporations). Whether a person is a Ten Percent Owner
shall be determined with respect to each Option based on the facts existing
immediately prior to the Grant Date of such Option.
Vesting Year for any portion of any Incentive Option means the calendar
year in which that portion of the Option first becomes exercisable.
2. Purpose. The Plan is intended to encourage ownership of the Stock by
key employees and directors of, and consultants to, the Company and its
subsidiaries and to provide additional incentive for them to promote the success
of the Company's business. The Plan is intended to qualify as an incentive stock
option plan within the meaning of Section 422 of the Code and to provide for the
grant of Incentive Options and Nonstatutory Options.
3. Term of the Plan. Options under the Plan may be granted not
---- -- --- ----
later than November 1, 2009.
4. Administration. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan (including, without limitation, the
provisions of Sections 6, 9 and 10), the Committee shall have complete
authority, in its discretion, to make the following determinations with respect
to each Option to be granted by the Company: (a) the key employee, director or
consultant to receive the Option; (b) whether the Option (if granted to an
employee) will be an Incentive Option or a Nonstatutory Option; (c) the time of
granting the Option; (d) the number of shares of the Stock subject to the
Option; (e) the Option Price; (f) the vesting schedule, if any, over which the
Option shall become exercisable; (g) the expiration date of the Option (which
may not be more than ten (10) years after the date of grant thereof); and (h)
the restrictions, if any, to be imposed upon transfer of shares of the Stock
purchased by the Optionee upon the exercise of the Option. Subject to the
provisions of Section 6, the Committee shall have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective Option
Agreements (which need not be identical), and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee's
determination on the matters referred to in this Section 4 shall be conclusive.
<PAGE>
5. Stock Subject to the Plan. The Plan covers 500,000 shares of the Stock,
subject, however, to the provisions of Section 15 of the Plan. The number of
shares of the Stock purchased pursuant to the exercise of Options and the number
of shares of the Stock subject to outstanding Options shall be charged against
the shares covered by the Plan; but shares of the Stock subject to Options which
terminated without being exercised shall not be so charged. Shares of the Stock
to be issued upon the exercise of Options may be either authorized but unissued
shares or shares held by the Company in its treasury. If any Option expires or
terminates for any reason without having been exercised in full, the shares not
purchased thereunder shall again be available for Options thereafter to be
granted.
6. Automatic Grants of Options to Nonemployee Directors.
--------- ------ -- ------- -- ----------- ---------
(a) Directors Elected or Re-Elected at Annual Shareholders Meeting or
Special Meeting in Lieu of Annual Meeting. Each individual who is not an officer
or employee of the Company who is elected or re-elected to the Board of
Directors at an annual shareholders meeting or special meeting in lieu of annual
meeting (an "Annual Shareholders Meeting"), or continues to serve as a director
after such Annual Shareholders Meeting, is hereby granted, on the date of such
meeting (as used in or with reference to this Section 6(a), an "Automatic Grant
Date"), a Nonstatutory Option to purchase 6,000 shares of the Stock (As
Adjusted). Each Nonstatutory Option granted to an Optionee under this Section
6(a) shall (1) have an exercise price equal to 100% of the Market Value of the
Stock on the Automatic Grant Date, and (2) become exercisable in four (4) equal
installments as follows: 25% on the Automatic Grant Date, an additional 25% on
the last day of the fiscal quarter which includes the Automatic Grant Date
(unless the Automatic Grant Date is itself the last day of a fiscal quarter, in
which case this second 25% portion shall become exercisable on the last day of
the immediately subsequent fiscal quarter), and an additional 25% on the last
day of each of the next two fiscal quarters, if the Optionee remains a director
of the Company on such dates.
(b) Directors Elected at Other Times. Each individual who is not an
officer or employee of the Company who is elected to the Board of Directors on a
date other than the day of an Annual Shareholders Meeting (as used in or with
reference to this Section 6(b), such date being an "Automatic Grant Date") is
hereby granted, on the Automatic Grant Date, a Nonstatutory Option to purchase
the number of shares of the Stock set forth below, based on the number of
quarters remaining in the fiscal year during which he or she is so elected,
which option shall become exercisable if the Optionee remains a director of the
Company as set forth below:
(1) If such individual is elected after the day of an Annual
Shareholders Meeting but on or before December 31, he or she is hereby granted a
Nonstatutory Option to purchase 4,500 shares of the Stock (As Adjusted), 33 1/3%
of which shall become exercisable on each of December 31, March 31 and June 30
of the fiscal year of such director's election if he or she remains a director
on such dates.
<PAGE>
(2) If such individual is elected on or after January 1 but on or
before March 31, he or she is hereby granted a Nonstatutory Option to purchase
3,000 shares of the Stock (As Adjusted), 50% of which shall become exercisable
on each of March 31 and June 30 of the fiscal year of such director's election
if he or she remains a director on such dates.
(3) If such individual is elected on or after April 1 but on or
before June 30, he or she is hereby granted a Nonstatutory Option to purchase
1,500 shares of the Stock (As Adjusted) which shall become fully exercisable on
June 30 of the fiscal year of such director's election if he or she remains a
director on such date.
Each Option granted to a director under this Section 6(b) shall have an exercise
price equal to 100% of the Market Value of the Stock on the Automatic Grant
Date.
7. Eligibility. An Option may be granted only to a key employee, director
or consultant of the Company or one or more of its subsidiaries, provided that
no Options may be granted to any Nonemployee Director except pursuant to the
provisions of Section 6, and provided, further, that Incentive Options may be
granted only to a key employee of the Company or one or more of its
subsidiaries.
8. Time of Granting Options. Subject to the provisions of Section 6, the
granting of an Option shall take place at the time specified by the Committee.
Only if expressly so provided by the Committee shall the Grant Date be the date
on which an Option Agreement shall have been duly executed and delivered by the
Company and the Optionee.
9. Option Price. The Option Price under each Incentive Option shall be not
less than 100% of the Market Value of the Stock on the Grant Date, or not less
than 110% of the Market Value of the Stock on the Grant Date if the Optionee is
a Ten Percent Owner. The Option Price under each Nonstatutory Option shall not
be so limited by reason of this Section 9, and need not be fair market value.
10. Option Period. No Incentive Option may be exercised later
------ ------
than the fifth anniversary of the Grant Date if the Optionee is a Ten Percent
Owner. The option period under any Nonstatutory Option shall not be so limited
by reason of this Section 10.
11. Limit on Incentive Option Characterization. No Incentive Option shall
be considered an Incentive Option to the extent that pursuant to its terms it
would permit the Optionee to purchase for the first time in any Vesting Year
under that Incentive Option more than the number of shares of Stock calculated
by dividing the current limit by the Option Price. The current limit for any
Optionee for any Vesting Year shall be $100,000 minus the aggregate Market Value
at the date of grant of the number of shares of Stock available for purchase for
the first time in the Vesting Year under each other Incentive Option granted to
the Optionee under the Plan and each other incentive stock option granted to the
Optionee after December 31, 1986 under any other incentive stock option plan of
the Company (and any parent and subsidiary corporations).
<PAGE>
12. Exercise of Option.
-------- -- ------
(a) Unless the Committee otherwise determines, and except as otherwise
provided in Section 6, all Options shall permit the Optionee to exercise,
cumulatively, 25% of the option shares on each of the first four anniversary
dates of the Grant Date. The Optionee shall give written notice of exercise to
the Company. The notice shall specify the number of shares of the Stock which
the Optionee elects to purchase. For shares of the Stock which the Optionee
elects to purchase, the Optionee shall, except as otherwise permitted by Section
12(c) below, enclose a personal check equal to the aggregate option price
payable with respect to such shares. Subject to, and promptly after, the
Optionee's compliance with all of the provisions of this Section 12(a), the
Company shall deliver or cause to be delivered to the Optionee a certificate for
the number of shares of the Stock then being purchased by him or her. If any law
or applicable regulation of the Securities and Exchange Commission or other body
having jurisdiction in the premises shall require the Company or the Optionee to
take any action in connection with shares of the Stock being purchased upon
exercise of the Option, exercise of the Option and delivery of the certificate
or certificates for such shares (including, without limitation, any exercise of
the Option and delivery of the certificate or certificate for such shares in
accordance with the procedures set forth in Section 12(c) below) shall be
postponed until completion of the necessary action, which shall be taken at the
Company's expense. Each outstanding Option shall be reduced by one share for
each share of the Stock purchased upon exercise of the Option.
(b) The Company's obligation to deliver shares of Stock upon exercise of
an Option shall be subject to the Optionee's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations. The
Optionee shall satisfy such obligations by making a payment of the requisite
amount in cash or by check, unless the Optionee is entitled to and has elected
to effect such payment through a "cashless" exercise in accordance with Section
12(c) below.
(c) In lieu of enclosing a personal check together with the written notice
of exercise as described in Section 12(a) above, an Optionee that is not subject
to the provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder (a "Qualified
Optionee"), may, unless prohibited by applicable law, elect to effect payment by
including with the written notice of exercise referred to in Section 12(a) above
irrevocable instructions to deliver for sale to a registered securities broker
acceptable to the Company a number of shares of Stock subject to the Option
being exercised sufficient, after brokerage commissions, to cover the aggregate
option price payable with respect to such shares and, if the Qualified Optionee
further elects, the Qualified Optionee's withholding obligations under Section
12(b) with respect to such exercise, together with irrevocable instructions to
such broker to sell such shares and to remit directly to the Company such
aggregate option price and, if the Qualified Optionee has so elected, the amount
of such withholding obligations. The Company shall not be required to deliver to
such securities broker any stock certificate for such shares until it has
received from the broker such aggregate option price and, if the Qualified
Optionee has so elected, the amount of such withholding obligations.
<PAGE>
13. Transferability of Options. Options shall not be transferable,
--------------- -- -------
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.
14. Termination of Employment, Disgorgement of Certain Profits.
----------- -- ---------- ------------ -- ------- -------
(a) If an Optionee ceases to be an employee, director or consultant
of the Company or any of its subsidiaries for any reason other than retirement
of an employee or death of an Optionee, any Option held by that Optionee may be
exercised by the Optionee at any time within 90 days after the termination of
such relationship, but only to the extent exercisable at termination and in no
event after the option period. If an Optionee enters retirement from employment
or dies, any Option held by that Optionee may be exercised by the Optionee or
the Optionee's executor or administrator at any time within the shorter of the
option period or 12 months after the date of retirement or death, but only to
the extent exercisable at retirement or death. Options which are not exercisable
at the time of termination of such relationship or which are so exercisable but
are not exercised within the time periods described above shall terminate.
Military or sick leave shall not be deemed a termination under this Section 14
provided that it does not exceed the longer of 90 days or the period during
which the rights of the absent employee, director or consultant are guaranteed
by statute or by contract.
(b) If, during the twelve-month period following the cessation of an
Optionee's employment with, and/or directorship of, and/or consultancy for, the
Company or any of its subsidiaries, as the case may be, and regardless of the
reason or absence of reason for such cessation (the date of which cessation
hereinafter, a "Cessation Date"), said Optionee engages directly or indirectly
in any business, activity or enterprise which diverts business from, is in
conflict with, causes a competitive disadvantage to, or otherwise adversely
affects the interests or business of, the Company or any of its subsidiaries,
the Optionee shall automatically owe to the Company, and shall promptly and
without demand pay to the Company, with respect to each share of Stock issued to
the Optionee upon the full or partial exercise of each Option exercised by the
Optionee from and after that date which is nine (9) months prior to the
Optionee's Cessation Date, an amount equal to the excess of Market Value of such
share on the date of exercise over the Option Price paid by the Optionee for
such share; provided that, on a case by case basis, a majority of disinterested
members of the Board of Directors or the Committee may, in their sole
discretion, waive enforcement of this provision, in whole or in part; and
provided further that no such waiver shall be deemed a waiver of enforcement in
any other instance. The provisions of this Section 14(b) shall be applicable
with respect to all Options granted pursuant to this Plan.
15. Adjustment of Number of Shares; Fractional Shares. Each Option
Agreement shall provide that in the event of any stock dividend payable in the
Stock or any split-up or contraction in the number of shares of the Stock, or
any reclassification or change of outstanding shares of the Stock, in each case
occurring after the date of such Option Agreement and prior to the exercise in
full of the Option, the number and kind of shares for which the Option may
thereafter be exercised shall be proportionately and appropriately adjusted.
Each Option Agreement shall further provide that upon any consolidation or
merger of the Company with or into another company, or any sale or conveyance to
another company or entity of the property of the Company as a whole, or the
dissolution or liquidation of the Company, the Option shall terminate, but the
Optionee (if at the time an employee, director or consultant of the Company, or
any of its subsidiaries, as appropriate) shall have the right, immediately prior
to such event, to exercise the Option, to the extent then exercisable by its
terms and not theretofore exercised. No fraction of a share of the Stock shall
be purchasable or deliverable, but in the event any adjustment of the number of
shares of the Stock covered by the Option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares. In the event of changes in the outstanding Stock by
reason of any stock dividend, split-up, contraction, reclassification, or change
of outstanding shares of the Stock of the nature contemplated by this Section 15
after the date of adoption of this Plan by the Board of Directors, the number of
shares of the Stock available for the purpose of the Plan as stated in Section 5
and the exercise price per share of each Option shall be correspondingly
adjusted.
<PAGE>
16. Stock Reserved. The Company shall at all times during the term of the
Options reserve and keep available such number of shares of the Stock as will be
sufficient to satisfy the requirements of this Plan and shall pay all other fees
and expenses necessarily incurred by the Company in connection therewith.
17. Limitation of Rights in Option Stock. The Optionee shall have no
rights as stockholder in respect of shares of the Stock as to which his or her
Option shall not have been exercised, certificates issued and delivered and
payment as herein provided made in full, and shall have no rights with respect
to such shares not expressly conferred by this Plan.
18. Purchase for Investment. The Optionee shall make such representations
with respect to investment intent and the method of disposal of optioned shares
of the Stock as the Board of Directors may deem advisable in order to assure
compliance with applicable securities laws.
19. Termination and Amendment of Plan. The Board of Directors may at any
time terminate the Plan or make such modifications of the Plan as it shall deem
advisable, provided, that the Board of Directors may not (a) except as provided
in Section 15, without approval by the holders of a majority of the shares
represented within twelve (12) months after the adoption of such amendment by
the Board of Directors, increase the maximum number of shares available for
option under the Plan or extend the period during which Options may be granted
or exercised or (b) more than once in any six (6) month period, amend the Plan
so as to (1) modify Section 6 or (2) otherwise provide for or permit the grant
of Options to Nonemployee Directors, provided, however, that the Board of
Directors may make a modification of the type set forth in clause (b)(1) or
(b)(2) above which is made to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
under either such statute. No termination or amendment of the Plan may, without
the consent of the Optionee to whom any Option shall theretofore have been
granted, adversely affect the rights of that Optionee under that Option.
20. Effective Date. The Company's 1999 Stock Option Plan was initially
approved by the Board of Directors on September 23, 1999 pursuant to a
resolution recommending its approval by the Company's stockholders, and
following approval and adoption by the stockholders of the Company at the Annual
Meeting on October 26, 1999, the 1999 Stock Option Plan will become effective on
November 2, 1999.
\\Menh-nt-1\SHARE\tcp general\1999 Stock Option Plan.doc
<PAGE>
Exhibit 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
Tel: 617-951-8000
Fax: 617-951-8736
March 31, 2000
Chemfab Corporation
701 Daniel Webster Highway
Merrimack, NH 03054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Chemfab Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 proposed to be filed with the Securities and Exchange Commission on or about
the date hereof (the "Registration Statement").
The Registration Statement covers the registration of 500,000 shares of
common stock, $.10 par value per share, of the Company (the "Shares"), which are
issuable by the Company pursuant to its 1999 Stock Option Plan (the "Plan").
We have reviewed the corporate proceedings of the Company with respect to
the authorization of the Plan and the issuance of the Shares thereunder. We have
also examined and relied upon originals or copies of such corporate records,
instruments, agreements or other documents of the Company, and certificates of
officers of the Company as to certain factual matters, as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In
our examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options pursuant to the
Plan and against the payment of the purchase price therefor, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
Bingham Dana LLP
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1999 Stock Option Plan of
Chemfab Corporation and to the incorporation by reference therein of our report
dated July 23, 1999, with respect to the consolidated financial statements and
schedule of Chemfab Corporation included in its Annual Report (Form 10-K) for
the year ended June 30, 1999, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Boston, Massachusetts
March 27, 2000
<PAGE>
Exhibit 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Chemfab Corporation (the
"Company"), hereby severally constitute and appoint John W. Verbicky, Moosa E.
Moosa, and Thomas C. Platt III, and each of them, my true and lawful attorney
and agent to sign for me, and in my name and in the capacity or capacities
indicated below (A) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999, (B) the Company's Registration Statement on Form S-8 (File
No. ___________), dated as of _____________ ___, 2000 registering under the
Securities Act of 1933, as amended (the "Act"), shares of the Company's Common
Stock issuable or transferable on the exercise of stock options under the
Company's 1999 Stock Option Plan (the "1999 Plan"), and (C) any and all
amendments (including supplements and post-effective amendments) to (1) the
Company's Registration Statement on Form S-8 (File No. 2-89831), dated as of
March 8, 1984, registering under the Act shares of the Company's Common Stock
issuable or transferable on the exercise of stock options and stock appreciation
rights under the Company's 1983 Incentive Stock Option Plan (the "1983 Plan")
and on the exercise of stock options under the Company's 1981 Incentive Stock
Option Plan (the "1981 Plan") and the 1979 Non-Qualified Stock Option Plan (the
"1979 Plan"), (2) the Company's Registration Statement on Form S-8 (File No.
33-18263), dated as of November 30, 1987, registering under the Act shares of
the Company's Common Stock issuable or transferable on exercise of options under
the 1983 Plan, the 1981 Plan and the 1986 Stock Option Plan (the "1986 Plan")
(collectively, with the 1983 Plan, the 1981 Plan, and the 1979 Plan, the
"Plans"), (3) the Company's Registration Statement on Form S-8, dated as of
August 2, 1990, registering under the Act shares of the Company's Common Stock
issuable or transferable on exercise of options under the 1986 Plan, (4) the
Company's Registration Statement on Form S-8 (File No. 33-18264) registering
under the Act for reoffer, shares of the Company's Common Stock issuable or
transferable on exercise of options under the Plans or of certain Non-Plan
options. (5) the Company's Registration Statement on Form S-8 (File No.
33-61946), dated as of April 30, 1993, registering under the Act shares of the
Company's Common Stock issuable or transferable on exercise of options under the
1991 Plan and the Company's 1991 Chemfab Employee Stock Option Plan, (6) the
Company's Registration Statement on Form S-8 (File No. 333-07139), dated as of
June 28, 1996, registering under the Act shares of the Company's Common Stock
issuable or transferable on exercise of options under The 1991 Plan and
registering under the Act for reoffer certain of such shares, and (7) the
Company's Registration Statement on Form S-8 (File No. 333-46985), dated as of
February 27, 1998 registering under the Act shares of the Company's Common Stock
issuable or transferable on exercise of options under the 1991 Plan and
registering under the Act for reoffer of such shares.
<PAGE>
Signatures, Date Title
/s/ John W. Verbicky
- -------------------- President, Chief Executive Officer
January 21, 2000 and Director
John W. Verbicky (principal executive officer)
/s/ Moosa E. Moosa
- ---------------------- Vice President-Finance, Chief
January 21, 2000 Financial Officer. and Treasurer
Moosa E. Moosa (principal financial officer)
/s/ Hilary A. Arwine
- ---------------------- Corporate Controller
January 21, 2000 (principal accounting officer)
Hilary A. Arwine
/s/ Paul M. Cook
- ---------------------- Director
January 21, 2000
Paul M. Cook
/s/ Warren C. Cook
- ---------------------- Director
January 21, 2000
Warren C. Cook
/s/ Robert E. McGill III
- ---------------------- Director
January 21, 2000
Robert E. McGill III
/s/ James E. McGrath
- ---------------------- Director
January 21, 2000
James E. McGrath
/s/ Duane C. Montopoli
- ---------------------- Director
January 21, 2000
Duane C. Montopoli
/s/ Nicholas Pappas
- ---------------------- Director
January 21, 2000
Nicholas Pappas
