As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMTEC, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
03-283466
(I.R.S. Employer
Identification Number)
One Imtec Lane
Bellows Falls, VT 05101
(802) 463-9502
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
Imtec, Inc. 1997 Stock Option Plan
(Full Title of Plan)
Richard L. Kalich, President
Imtec, Inc.
One Imtec Lane
Bellows Falls, VT 05101
(Name and Address, of Agent For Service)
(802) 463-9502
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
- -------------------------------- ---------------- ----------------------- -------------------- ---------------------
Title of Securities to be Amount To Proposed Maximum Proposed Maximum Amount of
Registered Be Registered Offering Price Aggregate Registration
Per Share Offering Price (1) Fee (1)
- -------------------------------- ---------------- ----------------------- -------------------- ---------------------
- -------------------------------- ---------------- ----------------------- -------------------- =====================
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 100,000 $9.25 $925,000 $263.00
- -------------------------------- ---------------- ----------------------- -------------------- =====================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act
of 1933, as amended (the "Act").
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<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 for the year ended
June 30, 1998; and
2. 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.
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;
<PAGE>
(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/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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Imtec, Inc. 1997 Stock Option Plan
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. as
to the legality of the Common Stock registered hereby
23(a) Consent Cooperman Levitt Winikoff Lester & Newman, P.C.
(Reference is made to Exhibit 5 herein)
23(b) Consent of Deloitte & Touche LLP
23(c) 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 shall 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 Bellows Falls, State of Vermont, on the 29th day of
September, 1998.
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.
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Signature Title Date
<S> <C> <C>
/s/Richard L. Kalich President, Chief Executive Officer September 30, 1998
- ------------------------------------
Richard L. Kalich (Principal Executive Officer)
/s/George S. Norfleet III Secretary and Treasurer September 30, 1998
- ----------------------------------
George S. Norfleet III (Principal Financial and Accounting
Officer)
/s/Ralph E. Crump Chairman of the Board of Directors September 30, 1998
- -----------------------------------
Ralph E. Crump
- ----------------------------------- Director September 30, 1998
David Sturdevant
/s/Robert W. Ham Director September 30, 1998
- -----------------------------------
Robert W. Ham
/s/Douglas T. Granat Director September 30, 1998
- -----------------------------------
Douglas T. Granat
</TABLE>
<PAGE>
EXHIBIT 4
IMTEC, INC.
1997 Stock Option Plan
Section l. Purpose
The purpose of the Imtec, Inc. 1997 Stock Option Plan (the "Plan") is
to advance the interest 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 provision 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 to amended or renumbered and any successor
provisions.)
(f) "Company" means Imtec, Inc., 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 - October 27, 1997.
(j) "Eligible Employee" means an employee of any Participating
Company whose responsibilities and decision 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 provision 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 options 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. 1997 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 100,000 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
$l00,000.
<PAGE>
(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.
(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 Aware 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 5b, 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 an 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 validy of
the Plan or its compliance with Rule l6b-3 or any successor
rule under the Securities Exchange Act of 1934 or any other
rule or regulation).
<PAGE>
(h) (i) Except as otherwise specified by the Committee, if an
Eligible Employee who has been granted a 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.
(ii) Except as otherwise specified by the Committee, if the
Eligible Employee's employment by an Participating Company
terminates because of his or her Total Disability (and such
Eligible Employee has no 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 provision
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.
<PAGE>
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.
(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 option received from any such
counsel or consultant and any computations received from any
such consultant or agent. The Company shall pay all expenses
incurred by the Committee in interpreting and administering
the Plan, including without limitations, meeting fees and
expenses and professional fees.
<PAGE>
(h) No member or former members 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 aware 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 Committee may also amend the Plan, 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 aware 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 Aware 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.
<PAGE>
(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.
(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
withholding shares of Stock to be issued, or be 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 October 27, 1997,
subject to approval by the holders of a majority of the
Company's common stock at the 1997 Annual Meeting. No awards
will be granted under the Plan after the expiration of ten
years from the Effective Date.
<PAGE>
EXHIBIT 5
[COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]
September 30, 1998
Imtec, Inc.
One Imtec Lane
Bellows Falls, VT 05101
Re: Registration of 100,000 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
100,000 shares of Common Stock, par value $.01 per share, of the Company (the
"Shares") issuable upon the exercise of options either heretofore granted or to
be granted subsequent hereto (collectively, the "Options") under the Company's
1997 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 its
adoption 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:
(1) The Company is a corporation duly organized and validly
existing under the laws of the state of Delaware; and
(2) The Shares have been duly authorized and, when issued and paid
for pursuant to the Plan, will be legally 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,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/Ira Roxland, Esq.
A Member of the Firm
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Imtec, Inc. on Form S-8 of our report dated August 5, 1998
appearing in the Annual Report on Form 10-K of Imtec, Inc. for the year ended
June 30, 1998.
/s/DELOITTE & TOUCHE LLP
Worcester, Massachusetts
September 30, 1998
<PAGE>
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Imtec, Inc. on Form S-8 of our report dated August 2, 1996,
relating to the statements of operations, stockholder's equity and cash flows of
IMTEC, Inc. for the year ended June 30, 1996, and the schedule of valuation and
qualifying accounts for the year ended June 30, 1996, which report appears in
June 30, 1998 annual report on Form 10-K of IMTEC, Inc.
/s/ KPMG Peat Marwick LLP
Albany, New York
September 30, 1998
