SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SALIENT 3 COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 23-2280922
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
P.O. Box 1498
Reading, Pennsylvania 19603
(610) 856-5500
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
DIRECTORS' STOCK OPTION PLAN
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(Full title of the plan)
Thomas F. Hafer, Esq., Secretary
P.O. Box 1498
Reading, Pennsylvania 19603
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(Name and address of agent for service)
(610) 856-5500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of shares to be price offering registration
to be registered registered per share(1) price(1) fee
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Class A Common Stock
($1.00 par value) 75,000 $9.8125 $735,938
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Class B Common Stock
($1.00 par value) 75,000 $9.8125 $735,938
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Total 150,000 $1,471,876 $435
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee, based upon the average of the high and low prices
for Class A Common Stock of the registrant reported by The Nasdaq Stock
Market for June 1, 1998.
-2-
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Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common
Stock, $1.00 par value, of Salient 3 Communications, Inc. (the "Company"),
with respect to a currently effective Registration Statement on Form S-8 of
the Company relating to a certain employee benefit plan of the Company.
The contents of the Registration Statement on Form S-8 as filed on
August 6, 1996, Registration No. 333-09635, are incorporated by reference
into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
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4 Directors' Stock Option Plan, as amended.
5 Opinion of Robert J. Johnson
23.1 Consent of Independent Public Accountants.
23.2 Consent of Robert J. Johnson (included in Exhibit 5).
* 24 Power of Attorney.
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Reading, Pennsylvania, on April 29, 1998.
SALIENT 3 COMMUNICATIONS, INC.
By: /s/ T. S. Cobb
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T. S. Cobb, Chairman of
the Board, President and Chief
Executive Officer, the principal
executive officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 29,
1998 in the capacities indicated:
Signature Title
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/s/ T. S. Cobb Chairman of the Board, President
- --------------------------- and Chief Executive Officer,
T. S. Cobb the principal executive officer
/s/ P. H. Snyder Senior Vice President, the principal
- --------------------------- financial officer and principal
P. H. Snyder accounting officer
/s/ J. W. Boyer, Jr. Director
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J. W. Boyer, Jr.
/s/ R. E. LaBlanc Director
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R. E. LaBlanc
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/s/ D. E. Lyons Director
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D. E. Lyons
/s/ D. K. Wilson, Jr. Director
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D. K. Wilson, Jr.
-5-
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4 Directors' Stock Option Plan, as amended.
5 Opinion of Robert J. Johnson
23.1 Consent of Independent Public Accountants
23.2 Consent of Robert J. Johnson (included in Exhibit 5)
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SALIENT 3 COMMUNICATIONS, INC.
DIRECTORS' STOCK OPTION PLAN
Section 1. Purpose
The purpose of the Plan is to permit the granting of stock options to
Directors at an exercise price less than market value at the date of grant as
an alternative to the payment of directors' fees in cash, thereby advancing
the interests of the Company by encouraging and enabling the acquisition of
Common Stock by Directors, upon whose judgment and ability the Company
depends for its long-term growth and development. Accordingly, the Plan is
intended to promote a close identity of interests between the Company, its
Directors and its shareholders, as well as to provide a means to attract and
retain outstanding Directors.
Section 2. Effective Date and Term of Plan
The Plan shall become effective upon such date as it may be approved by
the shareholders of the Company and shall remain in effect for ten years from
the date on which it is so approved or until termination by the Board
whichever occurs first.
Section 3. Stock Subject to the Plan
There are authorized for issuance or delivery upon the exercise of
options to be granted from time to time under the Plan an aggregate 125,000
shares of Common Stock, subject to adjustment as provided hereinafter in
Section 6. Such shares may be, as a whole or in part, authorized but unissued
shares, whether now or hereinafter authorized, or issued shares which have
been reacquired by the Company. If any option issued under this Plan shall
expire, terminate or be canceled for any reason without having been exercised
in full, the shares which have not been purchased thereunder shall again
become available for the purposes of this Plan.
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Section 4. Plan Administration
4.1 The Plan shall be administered by the Committee. The Committee shall be
comprised of three or more members of the Board, all of whom shall be
"disinterested persons" as defined in Rule 16(b)-3 under the Exchange
Act.
4.2 Grants of stock options under the Plan and the amount and nature of the
awards shall be automatic in accordance with Section 5. However, the
Committee shall have full and final authority to interpret the Plan,
adopt, amend and rescind rules and regulations relating to the Plan, and
make all other determinations and take all other actions necessary and
advisable for the administration of the Plan. The Committee may employ
attorneys, consultants, accountants, and other persons. The Board,
Committee, the Company, and its officers shall be entitled to rely upon
the advice or opinion of such persons.
4.3 Decisions and determinations of the Committee on all matters relating to
the Plan shall be in its sole discretion and shall be conclusive. No
member of the Committee shall be liable for any action taken or decision
made in good faith relating to this Plan or any grant hereunder.
Section 5. Terms and Conditions of Stock Option Awards
Each option granted under the Plan shall be evidenced by a written award
document, which document shall comply with and be subject to the following
terms and conditions.
5.1 Directors' Elections and Option Grant Dates. Except as hereinafter
provided, options shall be granted automatically on the first day of the
Plan Year to any Director who has timely filed with the Company an
election to receive a stock option in lieu of the Annual Retainer, or
some portion thereof, to be earned by such Director in each Plan Year
during which he or she shall serve as a Director.
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5.2 Option Formula. The number of shares of Common stock subject to each
option granted to any Director for a Plan Year shall be equal to the
nearest number of whole shares determined in accordance with the
following formula.
Annual Retainer = Number of Shares
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Fair Market Value minus
Option Exercise Price
No fractional shares shall be issued, nor shall cash payments be made in
lieu of fractional shares.
5.3 Option Exercise Price. The Option Exercise Price for each option granted
under the Plan shall be seventy-five percent (75%) of the Fair Market
Value of shares of such Common Stock on the date the option is granted.
"Fair Market Value" shall be the closing price of Class A Common Stock
as reported in The Wall Street Journal on the date the option is granted
or, if no sale of such Common Stock is reported for such date, the next
preceding day for which there is a reported sale.
5.4 Term and Exercise of Option. Options may be exercised only by written
notice to the Company. Options shall be exercised for Class B Common
Stock so long as the person exercising the option is eligible to own
that class of stock at the time of exercise; otherwise, the exercise
shall be for Class A Common Stock. The Director shall arrange for
payment, in cash or check payable to the Company, of the full exercise
price for the shares as to which they are exercised. No option granted
under the Plan may be exercised before the twelve-month anniversary of
the date upon which it was granted; provided, however, that any option
granted under the Plan shall become immediately exercisable upon the
Director's death or Disability or upon a Change in Control of the
Company. No option granted under the Plan shall be exercisable after the
expiration of twenty years from the date upon which it is granted. Each
option shall be subject to termination before its date of expiration as
hereinafter provided in Sections 5.5 and 5.6.
5.5 Termination of Directorship. The rights of a Director in an option
granted under the Plan shall not terminate upon such Director's
termination as a Director for any reason (including retirement, death or
Disability); provided, however, that if such termination occurs prior to
a Change in Control of the
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Company, that portion of an option granted under the Plan which is
attributable to any portion of an Annual Retainer which is not earned
due to termination as a Director (for any reason) shall automatically
abate and be canceled.
5.6 Death of a Director. Any option granted to a Director and outstanding on
the date of his or her death may be exercised by the administrator of
such Director's estate, the executor under his or her will, or the
person or persons to whom the option shall have been validly transferred
by such executor or administrator pursuant to the will or laws of
intestate succession, but not beyond the first to occur of (i) the
expiration of twelve months from the date of the Director's death, or
(ii) the specified expiration date of the option. Upon the first to
occur of said two events, the option shall terminate.
Section 6. Changes in Capitalization
In the event of any change in the outstanding shares of Common Stock by
reason of a stock dividend or split, recapitalization, merger or
consolidation (whether or not the Company is a surviving corporation),
reorganization, combination or exchange of shares or other similar Company
changes or an extraordinary dividend pay back in cash or property, the number
of shares of Common Stock (or other securities) then remaining subject to
this Plan, and the maximum number of shares that may be issued, including
those that are then covered by outstanding options, shall (i) in the event of
an increase in the number of outstanding shares, be proportionately increased
and the Option Exercise Price for each share then covered by an outstanding
options shall be proportionately reduced, and (ii) in the event of a
reduction in the number of outstanding shares, be proportionately reduced and
the Option Exercise Price for each share then covered by an outstanding
option shall be proportionately increased.
Section 7. Withholding Taxes
Whenever shares of Common Stock are to be issued or delivered, the
Committee shall have the right, at or prior to the delivery of any
certificate or certificate for shares, to require the recipient to remit to
the
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Company, in the form of cash or check payable to the order of the
Company, an amount sufficient to satisfy any withholding requirements with
respect to federal, state and local income and employment taxes.
Section 8. Limitation of Rights
8.1 No Right to Continue as a Director. Neither the Plan, nor the granting
of an option, nor any other action taken pursuant to the Plan, shall
constitute evidence of any agreement or understanding, expressed or
implied, that the Company will retain any person as a Director for any
period of time, or at any particular rate of compensation.
8.2 No Stockholders' Rights for Options. The holder of an option granted
under the Plan shall have no rights as a stockholder with respect to the
shares covered by his or her options until the date of the issuance to
such holder of a stock certificate therefor, and no adjustments will be
made for dividends or other rights for which the record date is prior to
the date such certificate is issued.
Section 9. Transferability
9.1 Options are not transferable other than by will or the laws of intestate
succession. No transfer by will or by the laws of intestate succession
shall be effective to bind the Company unless the Committee shall have
been furnished with a copy of the deceased Director's will or such other
evidence as the Committee may deem necessary to establish the validity
of the transfer.
9.2 Only the Director or his or her guardian, or in the event of death, his
or her legal representative or beneficiary, may exercise options and
receive deliveries of shares.
Section 10. Amendment, Modification and Termination
The Board, at any time, may terminate and in any respect amend or modify
the Plan; provided, however, that no such action by the Board may, without
approval of the Company's shareholders (except as otherwise provided in
Section 6 and except where the Board has been advised by counsel that such
approval is not
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required for purposes of Rule 16b-3 under the Exchange Act),
(i) increase the total number of shares of common stock available under the
Plan in the aggregate, (ii) extend the period during which any option may be
exercised, (iii) extend the term of the Plan, (iv) change the option price,
or (v) alter the class of persons eligible to receive options. No amendment,
modification or termination of the Plan shall in any manner adversely affect
the rights of any person with respect to any option previously granted.
Section 11. Definitions
11.1 "Annual Retainer" means the amount of fees which the Director will be
entitled to receive during a Plan Year for serving as a Director or a
member of one or more committees of the Board; provided, however, that
if a Director elects to receive a stock option in lieu of only a portion
of the Annual Retainer, the Annual Retainer for purposes of the
foregoing formula shall equal the portion of the Annual Retainer so
elected. For purposes of this Plan, "Annual Retainer" shall not include
fees or expenses for attendance at meetings of the Board or any
committee of the Board or for any other services to be provided to the
Company.
11.2 "Board" means the Board of Directors of the Company.
11.3 "Change in Control" means the first to occur of any one of the events
described below:
a. A tender offer or exchange offer is made whereby the effect of
such offer is to take over and control the affairs of the Company
and such offer is consummated for the ownership of securities of
the Company representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding voting
securities.
b. The Company is merged or consolidated with another corporation
and, as a result of such merger or consolidation, less than fifty
percent (50%) of the outstanding voting securities of the surviving
or resulting corporation shall then be owned in the aggregate by
the former stockholders of the Company other than affiliates within
the meaning of the Exchange Act or any party to such merger or
consolidation.
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c. The Company transfer substantially all of its assets to another
corporation or entity that is not a wholly-owned subsidiary of the
Company.
d. Any person or group (as such terms are used in Sections 13(d)(3)
and 14(d)(3) of the Exchange Act) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting
power of the Company's then outstanding securities, and the effect
of such ownership is to take over and control the affairs of the
Company.
e. The first day after the date this Plan is effective when
directors are elected such that either a majority of the Board of
Directors shall have been members thereof, respectively, for less
than one (1) year, unless the nomination for election of each new
director who was not a director of the Company at the beginning of
such one (1) year period was approved by a vote of at least fifty
percent (50%) of the directors of the Company then still in office
who were directors at the beginning of such period.
f. Any other event or series of events which, notwithstanding any
other provisions of this definition, is determined by the Board to
constitute a change in control of the Company for purposes of this
Plan.
11.4 "Committee" means the Executive Development Committee of the Board, or
any successor committee thereto.
11.5 "Common Stock" means the shares of Class A or Class B common stock of
the Company unless otherwise indicated.
11.6 "Company" means Salient 3 Communications, Inc., a Delaware corporation.
11.7 "Director" means a member of the Board who is not an employee of the
Company.
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11.8 "Disability" means total and permanent disability.
11.9 "Exchange Act" means the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder.
11.10 "Fair Market Value" means Fair Market Value as defined in Section 5.3.
11.11 "Option Exercise Price" means the Option Exercise Price as defined in
Section 5.3.
11.12 "Plan" means the Salient 3 Communications, Inc. Directors' Stock
Option Plan.
11.13 "Plan Year" means the period from July 1 through the next June 30.
SALIENT 3 COMMUNICATIONS, INC.
ROBERT J. JOHNSON
Senior Counsel
June 3, 1998
Salient 3 Communications, Inc.
P.O. Box 1498
Reading, PA 19603
Re: Registration Statement on Form S-8
Directors' Stock Option Plan
Gentlemen:
Reference is made to a Registration Statement on Form S-8 of Salient 3
Communications, Inc. (the "Company") which is being filed with the Securities
and Exchange Commission on or about the date hereof (the "Registration
Statement"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
The Registration Statement covers 75,000 shares of the Company's Class
A Common Stock, $1.00 par value per share, and 75,000 shares of the Company's
Class B Common Stock, $1.00 par value per share (collectively, the "Shares"),
which may be issued by the Company pursuant to the Company's Directors' Stock
Option Plan (the "Plan").
I have examined the Registration Statement, including the exhibits
thereto, the Company's Articles of Incorporation, as amended, the Company's
By-laws, the Plan and such other documents as I have deemed appropriate. In
the foregoing examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
authenticity of all documents submitted to me as copies of originals.
Based upon the foregoing, I am of the opinion that the Shares, when
issued and paid for in accordance with the terms of, and upon exercise of
options granted under, the Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ Robert J. Johnson
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Robert J. Johnson, Esquire
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Salient 3 Communications, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement our reports dated January 26, 1998,
included in Salient 3 Communications, Inc. Form 10-K for the year ended January
2, 1998 and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
June 3, 1998
