As filed with the Securities and Exchange Commission on September 6, 1995
Registration No. 33-
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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IMTEC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 03-0283466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Imtec Lane
Bellows Falls, Vermont 05101
(Address of principal executive offices)
IMTEC, INC. 1993 STOCK OPTION PLAN
(Full title of the Plan)
RICHARD L. KALICH
President and Chief Executive Officer
Imtec, Inc.
One Imtec Lane
Bellows Falls, Vermont 05101
(802) 463-9502
(Name, address and telephone number, including area code,
of agent for service)
---------------
with a copy to:
IRA I. ROXLAND, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee(1)
------------- ------------ --------- --------- ------------
Common Stock, 200,000 shs. $13.75 $2,750,000 $948.28
par value $.01
per share
- --------------
* Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(h).
</TABLE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Imtec, Inc. (the
"Registrant") with the Securities and Exchange Commission, are
incorporated herein by reference and made a part hereof:
1. Registrant's Annual Report on Form 10-K, as
amended, for the year ended June 30, 1994;
2. Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1994, December 31,
1994 and March 31, 1995;
3. Registrant's Current Report on Form 8-K dated
August 19, 1994; and
4. Registrant's Registration Statement on Form 8-A
(File No. 0-12661) containing a description of
Registrant's Common Stock, par value $.01 per share
(the "Common Stock").
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all Common Stock registered hereby
has been sold or which deregisters such Common Stock then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents (such documents, and the documents listed
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Common Stock of Registrant is registered under
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act").
Item 5. Interests of Named Experts and Counsel.
Not Applicable
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article SEVENTH of the Registrant's Certificate of
Incorporation provides, among other things, that:
(a) The Registrant shall, to the full extent
permitted by Section 145 of the Delaware General
Corporation Law, indemnify all persons whom it may
indemnify pursuant thereto;
(b) No director of the Registrant shall be liable
to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of
law, (iii) under 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director
derived an improper personal benefit;
(c) Each person who was or is made a party or is
threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, administrative
or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director or
officer of the Registrant or is or was serving at the
request of the Registrant as a director, officer,
employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or
agent in any other capacity while serving as a director,
officer, employee or agent shall be indemnified and held
harmless by the Registrant to the fullest extent
authorized by the Delaware General Corporation Law, as
the same exists or may hereafter be amended, against all
expense, liability and loss reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors
and administrators; and
(d) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of
its final disposition conferred in Article SEVENTH shall
not be exclusive of any other right which any person may
have or hereafter acquire any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Imtec, Inc. 1993 Stock Option Plan
5 Opinion of Parker Duryee Rosoff & Haft as
to the legality of the Common Stock
registered hereby
23(a) Consent of Parker Duryee Rosoff & Haft
(Reference is made to Exhibit 5 herein)
23(b) Consent of KPMG Peat Marwick LLP
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-
effective amendment to this Registration Statement;
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date
of this Registration Statement (or the
most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental change
in the information set forth in this
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
<PAGE>
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered hereby
which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions of the Certificate of Incorporation of the Registrant
and the provisions of the Delaware law described under Item 6
above, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 30th day of August, 1995.
IMTEC, INC.
By: /s/Richard L. Kalich
--------------------
Richard L. Kalich
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the dates indicated.
Signature Title Date
President and
Chief (Principal)
/s/Richard L. Kalich Executive Officer August 30, 1995
- --------------------
Richard L. Kalich
Chairman of the
Board and Vice
/s/James R. Williams President August 30, 1995
- --------------------
James R. Williams
Secretary and
Treasurer (Principal
Financial Officer
/s/George S. Norfleet III and Controller) August 30, 1995
- -------------------------
George S. Norfleet III
/s/Ralph E. Crump Director August 30, 1995
- -----------------
Ralph E. Crump
/s/David Sturdevant Director August 30, 1995
- -------------------
David Sturdevant
/s/Robert W. Ham Director August 30, 1995
- ----------------
Robert W. Ham
EXHIBIT 4
IMTEC, INC.
1993 Stock Option Plan
Section 1. Purpose
The purpose of the Imtec, Inc. 1993 Stock Option Plan (the "Plan") is
to advance the interests of Imtec and its shareholders by providing employ
officers and directors with an opportunity to share in the future growth
of the Company through the purchase of shares of Imtec Stock.
Section 2. Definitions
When used herein, the following terms shall have the following meanings:
(a) "Affiliate" means any company controlled by the Company,
controlling the Company or under common control with the Company.
(b) "Award" means an Option granted to any Director or Eligible
Employee in accordance with the provisions of the Plan.
(c) "Beneficiary" means the beneficiary or beneficiaries designated
pursuant to Section 6 to exercise options granted under the Plan upon
the death of a Participant.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.
(All citations to Sections of the Code are to such Sections as they are
currently designated and reference to such Sections shall include the
provisions thereof as they may from time to time be amended or renumbered
and any successor provisions.)
(f) "Company" means Imtec, Inc. and its successors and assigns.
(g) "Committee" means the Committee appointed by the Board pursuant
to Section 7.
(h) "Director" means a non-employee member of the Board.
(i) "Effective Date" means - August 19, 1993.
(j) "Eligible Employee" means an employee of any Participating
Company whose responsibilities and decisions in the judgment of the
Committee, significantly affect the management, growth, performance or
profitability of any Participating Company. Where required by the
context, "Eligible Employee" includes an individual who has been
granted an Award but is no longer an employee of any Participating
Company.
(k) "Fair Market Value" means, unless another reasonable method for
determining fair market value is specified by the Committee, the
closing market price of a share of Common Stock as reported by NASDAQ
for the trading date next preceding the date in question.
(l) "Incentive Stock Option" means an Option to purchase Stock
subject to the applicable provisions of Section 4, awarded in
accordance with the terms of the Plan, which is qualified under Section
422 of the Code.
<PAGE>
(m) "Nonqualified Stock Option" is an option to purchase Stock,
subject to the applicable provisions of Section 4, awarded in
accordance with the terms of the Plan and which is not qualified under
Section 422 of the Code.
(n) "Option" means an option to purchase stock which may be an
Incentive Stock Option or a Nonqualified Stock Option.
(o) "Option Agreement" means the written agreement or certificate
evidencing each Option granted under the Plan.
(p) "Participant" means an Eligible Employee or Director who
receives an Award under the Plan.
(q) "Participating Company" means the Company or any subsidiary or
other company related to the Company; provided, however, for Incentive
Stock Options only, "Participating Company" means the Company or any
corporation which at the time such option is granted under the Plan
qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 424(f) of the Code.
(r) "Plan" means the Imtec, Inc. 1993 Stock Option Plan, as the
same may be amended, administered or interpreted from time to time.
(s) "Stock" means the Common Stock of the Company and any successor
Common Stock.
(t) "Total Disability" means the complete and permanent inability
of an Eligible Employee to perform all of his or her duties under the
terms of his or her employment with any Participating Company, as
determined by the Committee upon the basis of such evidence, including
independent medical reports and data, as the Committee deems,
appropriate or necessary.
Section 3. Shares Subject to the Plan
Subject to adjustment in accordance with Section 9, the total number of
shares of the Stock of the Company available for Awards during the term of
this Plan shall not exceed 200,000 shares. Shares of Stock to be delivered
upon exercise of options under the Plan shall be made available from
presently authorized but unissued Stock of the Company or authorized and
issued shares of Stock reacquired and held as treasury shares, or a
combination thereof. If any option shall be cancelled, expired or terminated
without having been exercised in full, the shares of Stock allocable to the
unexercised, canceled, forfeited portion of such option shall again be
available for the purpose of the Plan.
Section 4. Stock Options
(a) The Committee shall (i) authorize the granting of Incentive Stock
Options, Nonqualified Stock Options, or a combination of Incentive Stock
Options and Nonqualified Stock Options; (ii) determine the number of shares
of Stock subject to each Option; and (iii) determine the time or times when
and the manner in which each Option shall be exercisable and the duration of
the exercise period; provided, however, that the aggregate Fair Market Value
(determined as of the date an Option is granted) of the Stock for which
Incentive Stock Options granted to any Eligible Employee under this Plan may
first become exercisable in any calendar year shall not exceed $100,000.
(b) The exercise period for an Option, including any extension which
the Committee may from time to time decide to grant, shall not exceed ten
years from the date of grant; provided, however, that in the case of an
Incentive Stock Option granted to an Eligible Employee who, at the time of
grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company (a Ten Percent
Stockholder"), such period, including extensions, shall not exceed five years
from the date of grant.
<PAGE>
(c) The Option price per share shall be determined by the Committee at
the time any Option is granted and shall not be less than the Fair Market
Value, or in the case of an Incentive Stock Option granted to a Ten Percent
Stockholder, 110 percent of the Fair Market Value, on the date the Option is
granted, as determined by the Committee, provided, however, that such price
shall be at least equal to the par value of one share of Stock.
(d) No part of any Option may be exercised until (i) the Eligible
Employee who has been granted the Award shall have remained in the employ of
a Participating Company for such period, if any, after the date on which the
Option is granted or (ii) achievement of such performance or other criteria,
if any, by the Eligible Employee, the Company or any subsidiary, affiliate or
division of the Company, as the Committee may specify, and the Committee may
further require exercisability in instants.
(e) Subject to Section 5(b), except as otherwise provided in the Plan,
the purchase price of the shares as to which an Option shall be exercised
shall be paid to the Company at the time of exercise either in cash or in
such other consideration as the Committee deems appropriate, including Stock
already owned by the optionee, (for, such period as, the Committee may
specify to avoid adverse accounting treatment) having a total fair market
value as determined by the Committee, equal to the purchase price, or a
combination of cash and such other consideration having a total Fair Market
Value, as so determined, equal to the purchase price. The Committee may
provide, in its discretion, that all or a portion of the purchase price may
be paid by the Eligible Employee's full recourse promissory note, secured by
shares of Stock, bearing interest at a rate specified by the Committee (in no
event less than the minimum rate necessary to avoid imputed income for
federal income tax purposes) or by irrevocable instructions from the optionee
to a broker to sell a sufficient number of shares of Stock issuable upon
exercise of an Option to pay the purchase price and to deliver the net
proceeds of any such sale to the Company and subject to such other terms and
conditions as the Committee may specify. In addition, the Committee, in its
sole discretion, may elect to cash-out all or any part of an Option by paying
the optionee an amount, in cash or in shares of Stock, equal to the excess of
the Fair Market Value of the Stock over the purchase price on the date of any
such cash-out.
(f) Each Award granted under the Plan shall be evidenced by a written
Option Agreement, in a form approved by the Committee. Such agreement shall
be subject to and incorporate the express terms and conditions, if any,
required under the Plan or as required by the Committee for the form of Award
granted and such other terms and conditions as the Committee may specify.
(g) The Committee may modify or amend any Awards or waive any
restrictions or conditions applicable to any Awards or the exercise or
retention thereof (except that the Committee may not undertake any such
modifications, amendments or waivers if the effect thereof, taken as a whole,
adversely affects the rights of any recipient of previously granted Awards
without his or her consent, unless such modification, amendment or waiver is
necessary or desirable for the continued validity of the Plan or its
compliance with Rule 16b-3 or any successor rule under the Securities
Exchange Act of 1934 or any other rule or regulation).
(h) (i) Except as otherwise specified by the Committee, if an Eligible
Employee who has been granted an Option dies (A) while an employee of
any Participating Company or (B) within three months after termination
of his or her employment with all Participating Companies, all of his or
her Options shall become fully exercisable and may be exercised by the
person or persons to whom the Eligible Employee's rights under the
Option pass by will, or if no such person has such right, by his or her
executors or administrators, at any time, or from time to time, within
one year after the date of the Eligible Employee's death or within such
other period, and subject to such terms and conditions as the Committee
may specify, but not later than the expiration date of the Option.
<PAGE>
(ii) Except as otherwise specified by the Committee, if the
Eligible Employee's employment by any Participating Company terminates
because of his or her Total Disability (and such Eligible Employee has
not died within the following three months), all of his or her Options
shall become fully exercisable and may be exercised at any time, or from
time to time, within one year after the date of the termination of his
or her employment or within such other period, and subject to such terms
and conditions as the Committee may specify, but not later than the
expiration date of the Option.
(iii) Except as otherwise specified by the Committee, if the
Eligible Employee's employment terminates for any other reason, he or
she may exercise his or her Options to the extent that he or she shall
have been entitled to do so at the date of the termination of his or her
employment, at any time, or from time to time, within three months after
the date of the termination of his or her employment or within such
other period, and subject to such terms and conditions as the Committee
may specify, but not later than the expiration date of the Option.
(i) No Option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of
the optionee, an Option shall be exercisable only by him or her or by his or
her guardian or legal representative.
(j) With respect to an Incentive Stock Option, the Committee shall
specify such terms and provisions as the Committee may determine to be
necessary or desirable in order to qualify such Option as an Incentive Stock
Option within the meaning of Section 422 of the Code.
Section 5. Certificates for Awards of Stock
(a) Each Participant entitled to receive shares of Stock upon exercise
of an Option under the Plan shall be issued a certificate for such shares.
The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to (i) the listing of such shares on any stock exchange
or quotation system on which the Stock may then be listed or quoted and
(ii) the completion of any registration, qualification, approval or
authorization of such shares under any federal or state law, or any ruling or
regulation or approval or authorization of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or
advisable.
(b) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.
The foregoing provisions of this Section 5(b) shall not be effective if and
to the extent that the shares of Stock delivered under the Plan are covered
by an effective and current registration statement under the Securities Act
of 1933, or if and so long as the Committee determines that application of
such provisions is no longer required or desirable. In making such
determination, the Committee may rely upon an opinion of counsel for the
Company.
(c) No Participant awarded an Option shall have any right as a
shareholder with respect to any shares subject to such Award prior to the
date of issuance to him or her of a certificate or certificates for such
shares.
Section 6. Beneficiary
(a) Each Participant shall file with the Committee a written
designation of one or more persons as the Beneficiary who shall be entitled
to exercise the Option, if any, payable under the Plan upon his or her death.
A Participant may from time to time revoke or change his or her Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt.
<PAGE>
(b) If no such Beneficiary designation is in effect at the time of a
Participant's death, or if no designated Beneficiary survives the Participant
or if such designation conflicts with law, the Participant's estate shall be
entitled to receive the Award, if any, payable under the Plan upon his or her
death. If the Committee is in doubt as to the right of any person to receive
such Award, the Company may retain such Award, without liability for any
interest thereon, until the Committee determines the right thereto, or the
Company may pay such Award into any court of appropriate jurisdiction and
such payment shall be a complete discharge of the liability of the Company
therefor.
Section 7. Administration of the Plan
(a) The Plan shall be administered by the Committee, as appointed by
the Board and serving at the Board's pleasure. Each member of the Committee
shall be both a member of the Board and a "disinterested person" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 or any
successor rule or regulation.
(b) All decisions, determinations or actions of the Committee made or
taken pursuant to grants of authority under the Plan shall be made or taken
in the sole discretion of the Committee and shall be final, conclusive and
binding on all persons for all purposes.
(c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof and any
related Option Agreement and define the terms employed in the Plan or any
agreement, and its interpretations and constructions thereof and actions
taken thereunder shall be conclusive and binding on all persons for all
purposes.
(d) The Committee shall have full power, discretion and authority to
prescribe and rescind rules, regulations and policies for the administration
of the Plan.
(e) The Committee's decisions and determinations under the Plan and
with respect to any Option granted thereunder need not be uniform and may
be made selectively among Participants, whether or not such Participants are
similarly situated.
(f) The Committee shall keep minutes of its actions under the Plan.
The act of a majority of the members present at a meeting duly called and
held shall be the act of the Committee. Any decision or determination reduced
to writing and signed by all members of the Committee shall be fully as
effective as if made by unanimous vote at a meeting duly called and held.
(g) The Committee may employ such legal counsel, including without
limitation, independent legal counsel and counsel regularly employed by the
Company, consultants and agents as the Committee may deem appropriate for the
administration of the Plan and may rely upon any opinion received from any
such counsel or consultant and any computations received from any such
consultant or agent. All expenses incurred by the Committee in interpreting
and administering the Plan, including without limitation, meeting fees and
expenses and professional fees, shall be paid by the Company.
<PAGE>
(h) No member or former member of the Committee or the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted under it. Each member or former member of the
Committee or the Board shall be indemnified and held harmless by the Company
against all cost or expense (including counsel fees and expenses) or
liability (including any sum paid in settlement of a claim with the approval
of the Board) arising out of any act or omission to act in connection with
the Plan unless arising out of such member's or former member's own fraud or
bad faith. Such indemnification shall be in addition to any rights of
indemnification or insurance the members or former members may have as
directors or under the by-laws of the Company or otherwise.
Section 8. Amendment or Discontinuance
The Board may, at any time, amend or terminate the Plan. The Plan may
also be amended by the Committee, provided that all such amendments shall be
reported to the Board. No amendment shall become effective unless approved
by affirmative vote of the Company's stockholders if such approval is
necessary or desirable for the continued validity of the Plan or if the
failure to obtain such approval would adversely affect the compliance of the
Plan with Rule 16b-3 or any successor rule under the Securities Exchange Act
of 1934 or any other rule or regulation. No amendment or termination shall,
when taken as a whole, adversely and materially affect the rights of any
recipient of a previously granted award without his or her consent unless the
amendment or termination is necessary or desirable for the continued validity
of the Plan or its compliance with Rule 16b-3 or any successor rule under the
Securities Exchange Act of 1934 or any other rule or regulation.
Section 9. Adjustments; Changes in Control
(a) In the event of any recapitalization, reclassification, split-up or
consolidation of shares of Stock, merger or consolidation of the Company or
sale by the Company of all or a portion of its assets, or other event which
could distort the implementation of the Plan or the realization of its
objectives, the Committee may make such appropriate adjustments in the number
and kind of securities which may be issued pursuant to Awards under the Plan,
including Awards then outstanding, or the terms, conditions or restrictions
on securities or Awards as the Committee deems equitable.
(b) The Committee in its discretion may include provisions in any
option granted to an Eligible Employee that become effective upon a change in
control of the Company (as defined by the Committee) and that provide for the
acceleration of the exercisability of, the Option. Such provisions may also
include the right, in lieu of exercising an Option, to elect to surrender all
or part of such Option to the Company and to receive cash in an amount equal
to the excess of the Fair Market Value of a share of Stock on the date such
right is exercised over the exercise price per share under the Option,
multiplied by the number of shares of Stock with respect to which such right
is exercised. The provisions authorized by this Section 9(b) may be included
in an Award at the time of grant of the Award or thereafter.
Section 10. Miscellaneous
(a) Nothing in this Plan or any Option granted hereunder shall confer
upon any employee any right to continue in the employ of any Participating
Company or interfere in any way with the right of any Participating Company
to terminate his or her employment at any time.
(b) Absence or leave approved by a duly constituted officer of the
Company shall not be considered interruption or termination of employment for
any purposes of the Plan; provided, however, that no Option may be granted
to an employee while he or she is absent or leave.
<PAGE>
(c) The right of any Participant or other person to any Option granted
under the Plan may not be assigned, transferred, pledged or encumbered,
either voluntarily or by operation of law, except as provided in Section 6
with respect to the designation of a Beneficiary or as may otherwise be
required by law. If, by reason of any attempted assignment, transfer, pledge,
or encumbrance or any bankruptcy or other event happening at any time, any
amount payable under the Plan would be made subject to the debts or
liabilities of the Participant or his or her Beneficiary or would otherwise
devolve upon anyone else and not be enjoyed by the Participant or his or her
Beneficiary, then the Committee may terminate such person's interest in any
such payment and direct that the same be held and applied to or for the
benefit of the Participant, his or her Beneficiary or any other persons
deemed to be the natural objects of his or her bounty, taking into account
the expressed wishes of the Participant (or, in the event of his or her
death, those of his or her Beneficiary) in such manner as the Committee may
deem proper.
(d) Copies of the Plan and all amendments, administrative rules and
procedures and interpretations shall be made available for review to all
Participants at all reasonable times at the Company's administrative offices.
(e) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the
Participant or his or her Beneficiary, for the withholding of any federal,
state, local or foreign taxes. The Committee may in its discretion permit the
payment of such withholding taxes by authorizing the Company to withhold
shares of Stock to be issued, or by delivering to the Company shares of Stock
owned by the Participant or Beneficiary, in either case having a Fair Market
Value equal to the amount of such taxes.
(f) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
governmental or regulatory agency as may be required.
(g) All elections, designations, requests, notices, instructions and
other communications from a Participant, Beneficiary or other person to the
Committee, required or permitted under the Plan, shall be in such form as is
prescribed from time to time by the Committee and shall be mailed by first
class mail or delivered to such location as shall be specified by the
Committee.
(h) The terms of the Plan shall be binding upon the Company and its
successors and assigns.
(i) Captions preceding the sections hereof are inserted solely as a
matter of convenience and in no way define or limit the scope or intent of
any provision hereof.
Section 11. Effective Date and Stockholder Approval
The Effective Date of the Plan shall be August 19, 1993, subject to
approval by the holders of a majority of the Company's common stock at the
1993 Annual Meeting. No awards will be granted under the Plan after the
expiration of ten years from the Effective Date.
EXHIBIT 5
September 5, 1995
Imtec, Inc.
One Imtec Lane
Bellows Falls, Vermont 05101
Re: Registration of 200,000 shares of Common Stock,
par value $.01 per share, under the Securities Act of 1933,
as amended
Ladies and Gentlemen:
In our capacity as counsel to Imtec, Inc., a Delaware corporation (the
"Company"), we have been asked to render this opinion in connection with a
Registration Statement on Form S-8 being filed contemporaneously herewith by
the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Registration Statement"), covering an aggregate
of 200,000 shares of Common Stock, par value $.01 per share, of the Company
(the "Stock") to be issued upon the exercise of options heretofore granted or
which may be granted subsequent hereto to acquire shares of Common Stock
under the Company's 1993 Stock Option Plan (the "Plan").
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Company, the Registration
Statement, the Plan, corporate proceedings of the Company relating to the
issuance of the Stock pursuant to the Plan, and such other instruments and
documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies
furnished to us as photostatic copies. We have also assumed that the
corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that the
Stock has been duly and validly authorized and, when issued and paid for as
described in the Plan, will be duly and validly issued, fully paid and
non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By:/s/Ira Roxland
-------------------
A Member of the Firm
EXHIBIT 23(b)
[KPMG Peat Marwick LLP Letterhead]
The Board of Directors
IMTEC, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of IMTEC, Inc. of our report dated August 5, 1994, relating to the
balance sheets of IMTEC, Inc. as of June 30, 1994, and 1993, and the related
statements of operations, stockholders' equity, and cash flows for each of
the years in the three-year period ended June 30, 1994, and all related
schedules, which report appears in the June 30, 1994, annual report on
Form 10-K of IMTEC, Inc.
/s/KPMG Peat Marwick LLP
Albany, New York
August 30, 1995
