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 of (I.R.S. Employer
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)
LONG TERM INCENTIVE 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
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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) 600,000 $9.8125 $ 5,887,500
Class B Common Stock
($1.00 par value) 600,000 $9.8125 $ 5,887,500
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Total 1,200,000 $11,775,000 $3,474
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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.
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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. 333-09639, are incorporated by reference into this
Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
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4 Long Term Incentive 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, the principal
T. S. Cobb executive officer
/s/ P. H. Snyder Senior Vice President, the principal
- ------------------------ financial officer and principal accounting
P. H. Snyder 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
/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.
-3-
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EXHIBIT INDEX
Exhibit No. Description
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4 Long Term Incentive 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.
LONG-TERM INCENTIVE PLAN
Section 1: Purposes
The purposes of the Plan are to provide incentive compensation to officers,
executives and other key employees who contribute to the growth and success of
the Corporation and its Subsidiaries; to attract and retain individuals of
outstanding ability; and to align the interests of such officers, executives and
other key employees with the interests of the Corporation's stockholders.
Section 2: Definitions
The following terms, as used herein, shall have the meaning specified:
1. "Award" means an award granted pursuant to Section 4.
2. "Award Agreement" means an agreement described in Section 6 entered into
between the Corporation and a Participant, setting forth the terms and
conditions applicable to the Award granted to the Participant.
3. "Board of Directors" means the Board of Directors of the Corporation as it
may be comprised from time to time.
4. "Cause" means (i) felony conviction of a Participant; (ii) the commission
by a Participant of an act of fraud or embezzlement against the Corporation
and/or a Subsidiary; (iii) willful misconduct or gross negligence
materially detrimental to the Corporation and/or a Subsidiary; (iv) the
Participant's continued failure to implement reasonable requests or
directions received in the course of his employment; (v) the Participant's
wrongful dissemination or use of confidential or proprietary information;
or (vi) the intentional and habitual neglect by the Participant of his
duties to the Corporation and/or a Subsidiary.
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5. "Change in Control" means Change in Control as defined in Section 10.
6. "Code" means the Internal Revenue Code of 1986, and any successor statute,
as it or they may be amended from time to time.
7. "Committee" means the Committee as defined in Section 8.
8. "Corporation" means Salient 3 Communications, Inc., and any successor
corporation.
9. "Covered Employee" means a covered employee within the meaning of Code
Section 162(m)(3).
10. "Disability" means permanent and total disability within the meaning of the
Corporation's long-term disability plan or, as determined by the Committee
in an Award Agreement, Code Section 22(e)(3).
11. "Employee" means officers, executives and other key employees of the
Corporation or a Subsidiary, but excludes directors who are not also
officers or employees of the Corporation.
12. "Exchange Act" means the Securities Exchange Act of 1934, and any successor
statute, as it may be amended from time to time.
13. "Fair Market Value" means the closing price of the Class A Common Stock as
reported in The Wall Street Journal on the relevant date, or if no sale of
such Stock is reported for such date, the next preceding day for which
there is a reported sale.
14. "Incentive Stock Option" means an option to purchase Stock that is granted
pursuant to Section 4(2) or pursuant to any other Plan of the Corporation
or its Subsidiaries that complies with Code Section 422.
15. "Insider" means any person who is subject to Section 16 of the Exchange
Act, and any successor statutory provision, as it may be amended from time
to time.
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16. "Participant" means any Employee who has been granted an Award pursuant to
this Plan.
17. "Retirement" means retirement at or after age 65 or, with the advance
consent of the Committee, before age 65.
18. "Stock" means shares of Class A or Class B Common Stock of the Corporation,
or any security of the Corporation issued in substitution, exchange or lieu
thereof.
19. "Subsidiary" means any corporation in which the Corporation, directly or
indirectly, controls fifty percent (50%) or more of the total combined
voting power of all classes of such corporation's stock.
20. "Ten-percent Stockholder" means any person who owns, directly or
indirectly, on the relevant date securities having ten percent (10%) or
more of the combined voting power of all classes of the Corporation's
securities or of its parent or subsidiaries. For purposes of applying the
foregoing ten percent (10%) limitation, the rules of Code Section 425(d)
shall apply.
Section 3: Eligibility
Persons eligible for Awards shall consist of Employees who hold positions of
significant responsibility with the Corporation and/or a Subsidiary or whose
performance or potential contribution, in the judgment of the Committee, will
benefit the future success of the Corporation and/or a Subsidiary.
Section 4: Awards
The Committee may grant any of the following types of Awards, either singly, in
tandem or in combination with other types of Awards, as the Committee may in its
sole discretion determine:
1. Non-qualified Stock Options. A Non-qualified Stock Option is an option to
purchase a specific number of shares of Stock exercisable at such time or
times, and during such specified time not to exceed ten (10)
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years, as the Committee may determine, at a price not less than 100% of the
Fair Market Value of the Stock on the date the option is granted.
a. The purchase price of the Stock subject to the option may be paid
in cash. At the discretion of the Committee, the purchase price may
also be paid by the tender of Stock (the value of such Stock shall be
its Fair Market Value on the date of exercise), or through a
combination of Stock and cash, or through such other means as the
Committee determines are consistent with the Plan's purpose and
applicable law. No fractional shares of Stock will be issued or
accepted.
b. Without limiting the foregoing, to the extent permitted by law
(including relevant state law), (A) the Committee may agree to accept
as full or partial payment of the purchase price of Stock issued upon
exercise of options a promissory note of the Participant evidencing
the Participant's obligation to make future cash payments to the
Corporation, which promissory notes shall be payable as determined by
the Committee, shall be secured by a pledge of the shares of Stock
purchased, and shall bear interest at a rate established by the
Committee and (B) the Committee may also permit Participants, either
on a selective or aggregate basis, to simultaneously exercise options
and sell the shares of Stock thereby acquired, pursuant to a brokerage
or similar arrangement approved in advance by the Committee, and use
the proceeds from such sale as payment of the purchase price of such
Stock.
2. Incentive Stock Options. An Incentive Stock Option is an Award in the form
of an option to purchase a specified number of shares of Stock that
complies with the requirements of Code Section 422, which option shall,
subject to the following provisions, be exercisable at such time or times,
and during such specified time, as the Committee may determine.
a. The aggregate Fair Market Value (determined at the time of the
grant of the Award) of the shares of Stock subject to Incentive Stock
Options which are exercisable by one person for the first time during
a particular calendar year shall not exceed $100,000.
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b. No Incentive Stock Option may be granted under this Plan on or
after the tenth anniversary of the date this Plan is adopted, or the
date this Plan is approved by stockholders, whichever is earlier.
c. No Incentive Stock Option may be exercisable more than:
1) in the case of an Employee who is not a Ten Percent
Stockholder on the date that the option is granted, ten (10)
years after the date the option is granted, and
2) in the case of an Employee who is a Ten Percent
Stockholder on the date the option is granted, five (5) years
after the date the option is granted.
d. The exercise price of any Incentive Stock Option shall not be less
than:
1) in the case of an Employee who is not a Ten Percent
Stockholder on the date that the option is granted, the Fair
Market Value of the Stock subject to the option on such date; and
2) in the case of an Employee who is a Ten Percent
Stockholder on the date that the option is granted, 110% of the
Fair Market Value of the Stock subject to the option on such
date.
e. The Committee may provide that the option price under an Incentive
Stock Option may be paid by one or more of the methods available for
paying the option price of a Non-qualified Stock Option.
3. Reload Options. Without any way limiting the authority of the Committee to
make grants hereunder, the Committee shall have the authority (but not an
obligation) to include within any Award Agreement a provision entitling the
Participant to a further Stock Option (a "Reload Option") in the event the
Participant exercises the Stock Option evidenced by the Award Agreement, in
whole or in part, by surrendering shares of Common Stock previously owned
by the Participant, in accordance with this Plan and the terms and
conditions of the Award Agreement. A Reload Option shall entitle a
Participant to purchase a number of shares of Common Stock equal to the
number of such shares so delivered upon exercise of the original Stock
Option and, in the discretion of the Committee, the number of shares, if
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any, tendered to the Company to satisfy any withholding tax liability
arising in connection with the exercise of the original Option. A Reload
Option shall: (a) have an exercise price of not less than one hundred
percent (100%) of the per share Fair Market Value of the Common Stock on
the date of grant of such Reload Option; (b) have a term not longer than
the remaining term of the original Stock Option at the time of exercise
thereof; (c) become exercisable in the event the shares acquired upon
exercise of the original Option are held for a minimum period of time
established by the Committee; and (d) be subject to such other terms and
conditions as the Committee may determine.
4. Stock Appreciation Rights. A Stock Appreciation Right ("SAR") is a right to
receive, upon surrender of the right, an amount payable in cash.
a. The amount payable with respect to each SAR shall be equal in value
to the excess, if any, of the Fair Market Value of a share of Stock on
the exercise date over the Fair Market Value of a share of Stock on
the date the Award is made.
b. In the case of an SAR granted with respect to an Incentive Stock
Option to an Employee who is Ten Percent Shareholder on the date of
such Award, the amount payable with respect to each SAR shall be equal
in value to the Fair Market Value of a share of Stock on the exercise
date over 110% of the Fair Market Value of a share of Stock on the
date the Award is made.
5. Restricted Stock. Restricted Stock is Stock that is issued to a Participant
subject to restrictions on transfer and such other restrictions on
incidents of ownership as established by the Committee including, but not
limited to, achievement of specific business objectives, and other
measurements of individual, business unit, Corporate or Subsidiary
performance, including, but not limited to, earnings per share, net
profits, total shareholder return, cash flow, return on shareholders'
equity, and cumulative return on net assets employed. Subject to such
restrictions, the Participant as owner of such shares of Restricted Stock
shall have the rights of the holder thereof, except that the Committee may
provide at the time of the Award that any dividends or other distributions
paid on such Stock while subject to such restrictions shall be accumulated
or reinvested in Stock and held subject to the same restrictions as the
Restricted Stock and such other terms and conditions as the Committee shall
determine. A certificate for the shares
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of Restricted Stock, which certificate shall be registered in the name of
the Participant, shall bear an appropriate restrictive legend and shall be
subject to appropriate stop-transfer orders; provided, however, that the
certificates representing shares of Restricted Stock shall be held in
custody by the Corporation until the restrictions relating thereto
otherwise lapse, and the Participant shall deliver to the Corporation a
stock power endorsed in blank relating to the Restricted Stock. Restricted
Stock may be issued for no consideration or for such consideration as may
be required by applicable law or by the Committee.
6. Stock Equivalent Units. A Stock Equivalent Unit is an Award based on the
Fair Market Value of one share of Stock. All or part of any Stock
Equivalent Units Award may be subject to conditions and restrictions
established by the Committee, including, but not limited to, achievement of
specific business objectives, and other measurements of individual,
business unit, Corporate or Subsidiary performance, including, but not
limited to, earnings per share, net profits, total shareholder return, cash
flow, return on shareholders' equity, and cumulative return on net assets
employed. Without limiting the generality of the foregoing, it is intended
that the Committee shall establish performance goals applicable to Stock
Equivalent Units granted to Participants who, in the judgment of the
Committee, may be Covered Employees in such manner as shall permit payments
with respect thereto to qualify as "performance-based compensation" as
described in Section 162(m)(4)(C) of the Code and that the maximum number
of Stock Equivalent Units that may be granted to any Participant in any
one year shall not exceed 25,000. Stock Equivalent Units may be settled
in Stock or cash or both.
7. Dividend Equivalents. A Dividend Equivalent is an Award whose value is
equal to the amount of cash dividends payable with respect to a share of
Stock after the date the Award is granted. In lieu of awarding Dividend
Equivalents, the Committee may provide for automatic awards of additional
Stock Equivalent Units on each date that cash dividends are paid on the
Common Stock in an amount equal to (i) the product of the dividend per
share on the Stock times the total number of Stock Equivalent Units then
held by the Participant, divided by (ii) the Fair Market Value of the Stock
on the dividend payment date.
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8. Performance Units. A Performance Unit is an Award denominated in cash, the
amount of which may be based on the achievement of specific business
objectives, and other measures of individual, business unit, Corporate or
Subsidiary performance over a specified period of time including, but not
limited to, earnings per share, total shareholder return, cash flow, return
on shareholders' equity, and cumulative return on net assets employed.
Without limiting the generality of the foregoing, it is intended that the
Committee shall establish performance goals applicable to Performance Units
granted to Participants who, in the judgment of the Committee, may be
Covered Employees in such a manner as shall permit payments with respect
thereto to qualify as "performance-based compensation" as described in
Section 162(m)(4)(C) of the Code and that the maximum amount of such
compensation that may be paid to any one Participant with respect to any
one year shall be $500,000. Performance Units may be settled in Stock or
cash or both.
9. Other Awards. The Committee may from time to time grant other Awards under
this Plan that provide the Participants with Stock or the right to purchase
Stock, or provide other incentive Awards that have a value derived from the
value of, or an exercise or conversion privilege at a price related to, or
that are otherwise payable in or convertible into, shares of Stock. The
Awards shall be in a form determined by the Committee, provided that the
Awards shall not be inconsistent with the other express terms of this Plan.
Section 5: Shares of Stock Available Under Plan
1. Subject to the adjustment provisions of Section 9, the number of shares of
Stock with respect to which Awards may be granted under the Plan shall not
exceed 1,100,000 shares of Stock; provided that no more than 506,000 of the
shares of Stock available for Awards shall be available for Awards in the
form of Restricted Stock. No single Participant shall receive Awards (i) in
the form of options, whether Nonqualified Stock Options or Incentive Stock
Options, and/or SARs with respect to more than twenty percent (20%) of the
shares of Stock available under the Plan and (ii) for more than 40,000
shares of Restricted Stock in any one year.
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2. Shares of Stock with respect to the unexercised or undistributed portion of
any terminated or forfeited Award and shares of Stock tendered in payment
of the purchase price of the Stock subject to option shall be available for
further Awards in addition to those shares of Stock available under Section
5(1). Additional rules for determining the number of shares of Stock
granted under the Plan may be adopted by the Committee, as it deems
necessary and appropriate.
3. The Stock that may be issued pursuant to an Award under the Plan may be
treasury or authorized but unissued Stock, or Stock may be acquired,
subsequently or in anticipation of the transaction, in the open market to
satisfy the requirements of the Plan.
Section 6: Award Agreements
Each Award under the Plan shall be evidenced by an Award Agreement. Each Award
Agreement shall set forth the number of shares of Stock, SARs, Stock Equivalent
Units, Dividend Equivalents and/or Performance Units subject to the Award and
shall include the terms set forth below and such other terms and conditions
applicable to the Award, as determined by the Committee, not inconsistent with
the terms of the Plan, including, but not limited to, the term of the Award,
vesting provisions, any other restrictions or conditions (including performance
requirements) on the Award and the method by which restrictions or conditions
lapse, provisions permitting the surrender of outstanding Awards or securities
held by the Participant in order to exercise or realize rights under other
Awards, or in exchange for the grant of new Awards under similar or different
terms, the effect on the Award of a Change in Control of the Corporation, the
price, amount or value of Awards, and the terms, if any, pursuant to which a
Participant may elect to defer the receipt of cash or Stock under an Award. In
the event of any conflict between an Award Agreement and this Plan, the terms of
the Plan shall govern.
1. Non-assignability. A provision that no Award shall be assignable or
transferable except by will or by the laws of descent and distribution and
that, during the lifetime of a Participant, the Award shall be exercised
only by such Participant or by his or her guardian or legal representative.
2. Termination of Employment.
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a. A provision describing the treatment of an Award in the event of
the Retirement, Disability, death or other termination of a
Participant's employment with the Corporation or a Subsidiary,
including but not limited to terms relating to the vesting, time for
exercise, forfeiture or cancellation of an Award in such
circumstances. Participants who terminate employment due to
Retirement, Disability, or death prior to the satisfaction of
applicable conditions and restrictions associated with their Award(s)
may be entitled to a prorated Award(s) as and to the extent determined
by the Committee.
b. A provision that for purposes of the Plan, (i) a transfer of an
Employee from the Corporation to a Subsidiary or affiliate of the
Corporation, whether or not incorporated, or visa versa, or from one
Subsidiary or affiliate of the Corporation to another, and (ii) a
leave of absence, duly authorized in writing by the Corporation, shall
not be deemed a termination of employment.
c. A provision stating that in the event the Participant's employment
is terminated for Cause, anything else in the Plan or the Award
Agreement to the contrary notwithstanding, all Awards granted to such
Participant shall immediately terminate and be forfeited.
3. Rights as a Stockholder. A provision stating that a Participant shall have
no rights as a stockholder with respect to any Stock covered by an Award
until the date the Participant becomes the holder of record thereof. Except
as provided in Section 9, no adjustment shall be made for dividends or
other rights, unless the Award Agreement specifically requires such
adjustment.
4. Withholding. A provision requiring the withholding of applicable taxes
required by law from all amounts paid in satisfaction of an Award. A
Participant may satisfy the withholding obligation by paying the amount of
any taxes in cash or, with the approval of the Committee, shares of Stock
may be deducted from the payment to satisfy the obligation in full or in
part. The amount of the withholding and the number of shares of Stock to be
deducted shall be determined by the Committee with reference to the Fair
Market Value of the Stock when the withholding is required to be made.
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5. Execution. A provision stating that no Award is enforceable until the Award
Agreement has been signed by the Participant and the Corporation. By
executing the Award Agreement, a Participant shall be deemed to have
accepted and consented to any action taken under the Plan by the Committee,
the Board of Directors or their delegates.
6. Holding Period. To the extent necessary to satisfy the applicable
requirements of Rule 16b-3 under the Exchange Act, in the case of an Award
to an Insider of: (1) an equity security, a provision stating (or the
effect of which is to require) that such security must be held for at least
six (6) months (or such longer period as the Committee in its discretion
specifies) from the date of acquisition; or (2) a derivative security with
a fixed exercise price within the meaning of Section 16 of the Exchange
Act, a provision stating (or the effect of which is to require) that at
least six (6) months (or such longer period as the Committee in its
discretion specifies) must elapse from the date of acquisition of such
derivative security to the date of disposition of the derivative security
(other than upon exercise or conversion) or its underlying equity security.
7. Treatment of Options. Each Award of an option shall state whether it will
or will not be treated as an Incentive Stock Option.
Section 7: Amendment and Termination
The Board of Directors may at any time amend, suspend or discontinue the Plan,
in whole or in part. The Committee may at any time alter or amend any or all
Award Agreements under the Plan to the extent permitted by law, but no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder's consent, except in certain limited circumstances.
Section 8: Administration
1. The Plan and all Awards shall be administered by a Committee of the Board
of Directors, which Committee shall consist of not less than three (3)
members of such Board of Directors and shall be
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constituted so as to permit the Plan to comply with the administration
requirement of Rule 16b-3(c)(2)(i) of the Exchange Act and Code Section
162(m)(4)(C). The members of the Committee shall be designated by the Board
of Directors. A majority of the members of the Committee shall constitute a
quorum. The vote of a majority of a quorum shall constitute action by the
Committee.
2. The Committee shall have full and complete authority, in its sole and
absolute discretion, (i) to exercise all of the powers granted to it under
the Plan, (ii) to construe, interpret and implement the Plan and any
related document, (iii) to prescribe, amend and rescind rules relating to
the Plan, (iv) to make all determinations necessary or advisable in
administering the Plan, and (v) to correct any defect, supply any omission
and reconcile any inconsistency in the Plan. The actions and determinations
of the Committee on all matters relating to the Plan and any Awards will be
final and conclusive. The Committee's determinations under the Plan need
not be uniform and may be made by it selectively among Employees who
receive, or who are eligible to receive, Awards under the Plan, whether or
not such persons are similarly situated.
3. The Committee may appoint such accountants, counsel, and other experts as
it deems necessary or desirable in connection with the administration of
the Plan. The Committee may delegate to the officers or employees of the
Corporation and its Subsidiaries the authority to execute and deliver such
instruments and documents, to do all such acts and things, and to take all
such other steps deemed necessary, advisable or convenient for the
effective administration of the Plan in accordance with its terms and
purpose, except that the Committee may not delegate any discretionary
authority with respect to substantive decisions or functions regarding the
Plan or Awards thereunder as these relate to Insiders or Covered Employees
including, but not limited to, decisions regarding the timing, eligibility,
pricing, amount or other material terms of such Awards.
4. The Committee and others to whom the Committee has delegated such duties
shall keep a record of all their proceedings and actions and shall maintain
all such books of account, records and other data as shall be necessary for
the proper administration of the Plan.
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5. The Corporation shall pay all reasonable expenses of administering the
Plan, including, but not limited to, the payment of professional fees.
6. It is the intent of the Corporation that this Plan and Awards hereunder
satisfy, and be interpreted in a manner that satisfy, in the case of
Participants who are or may be Insiders, the applicable requirements of
Rule 16b-3 of the Exchange Act, so that such persons will be entitled to
the benefits of Rule 16b-3, or other exemptive rules under Section 16, and
will not be subjected to avoidable liability thereunder. If any provision
of this Plan or of any Award would otherwise frustrate or conflict with the
intent expressed in this Section, that provision to the extent possible
shall be interpreted and deemed amended so as to avoid such conflict. To
the extent of any remaining irreconcilable conflict with such intent, such
provision shall be deemed void as applicable to Insiders.
Section 9: Adjustment Provisions
1. In the event of any change in the outstanding shares of Stock by reason of
a stock dividend or split, recapitalization, merger or consolidation
(whether or not the Corporation is a surviving corporation),
reorganization, combination or exchange of shares or other similar
corporate changes or an extraordinary dividend payback in cash or property,
the number of shares of Stock (or other securities) then remaining subject
to this Plan, and the maximum number of shares that may be issued to any
single Participant pursuant to this Plan, including those that are then
covered by outstanding Awards, shall (i) in the event of an increase in the
number of outstanding shares, be proportionately increased and the price
for each share then covered by an outstanding Award shall be
proportionately reduced, and (ii) in the event of a reduction in the number
of outstanding shares, be proportionately reduced and the price for each
share then covered by an outstanding Award shall be proportionately
increased.
2. The Committee shall make any further adjustments as it deems necessary to
ensure equitable treatment of any holder of an Award as the result of any
transaction affecting the securities subject to the Plan not described in
(1), or as is required or authorized under the terms of any applicable
Award Agreement.
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3. The existence of the Plan and the Awards granted hereunder shall not affect
or restrict in any way the right or power of the Board of Directors or the
shareholders of the Corporation to make or authorize any adjustment,
recapitalization, reorganization or other capital structure of its
business, any merger or consolidation of the Corporation, any issue of
bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or the rights thereof, the dissolution or liquidation
of the Corporation or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding.
Section 10: Change in Control
1. In the event of a Change in Control, in addition to any action required or
authorized by the terms of an Award Agreement, the Committee may, in its
sole discretion take any of the following actions as a result, or in
anticipation, of any such event to assure fair and equitable treatment of
Participants:
a. Accelerate time periods for purposes of vesting in, or realizing
gain from, any outstanding Award made pursuant to this Plan;
b. Offer to purchase any outstanding Award made pursuant to this Plan
from the holder for its equivalent cash value, as determined by the
Committee, as of the date of the Change in Control; or
c. Make adjustments or modifications to outstanding Awards as the
Committee deems appropriate to maintain and protect the rights and
interests of Participants following such Change in Control.
Any such action approved by the Committee shall be conclusive and binding
on the Corporation and all Participants.
2. Change in Control shall occur in the event of any of the following:
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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 Corporation and
such offer is consummated for the ownership of securities of the
Corporation representing twenty percent (20%) or more of the combined
voting power of the Corporation's then outstanding voting securities.
b. The Corporation 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 Corporation other than affiliates within
the meaning of the Exchange Act or any party to such merger or
consolidation.
c. The Corporation transfers substantially all of its assets to
another corporation or entity that is not a wholly-owned subsidiary of
the Corporation.
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 Corporation representing
twenty percent (20%) or more of the combined voting power of the
Corporation's then outstanding securities, and the effect of such
ownership is to take over and control the affairs of the Corporation.
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 Corporation 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 Corporation then still in office who were
directors at the beginning of such period.
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Section 11: Miscellaneous
1. Nonassignability. No Award shall be assignable or transferable except by
will or by the laws of descent and distribution and except as otherwise
determined by the Committee.
2. Withholding Taxes. Whenever payments under the Plan are to be made, the
Corporation or a Subsidiary shall withhold therefrom an amount sufficient
to satisfy any applicable governmental withholding tax requirements related
thereto.
3. Other Payments or Awards. Nothing contained in the Plan shall be deemed in
any way to limit or restrict the Corporation or a Subsidiary from making
any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
4. Payments to Other Persons. If payments are legally required to be made to
any person other than the person to whom any amount is made available under
the Plan, payments shall be made accordingly. Any such payment shall be a
complete discharge of the liability hereunder.
5. Unfunded Plan. The Plan shall be unfunded. No provision of the Plan or any
Award Agreement shall require the Corporation or a Subsidiary, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Corporation or a
Subsidiary maintain separate bank accounts, books, records or other
evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Participants shall have no rights
under the Plan other than as unsecured general creditors of the Corporation
or a Subsidiary.
6. Limits of Liability. Any liability of the Corporation or a Subsidiary to
any Participant with respect to an Award shall be based solely upon
contractual obligations created by the Plan and the Award Agreement.
Neither the Corporation or its Subsidiaries, nor any member of the Board of
Directors or of the Committee, nor any other person participating in any
determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any
party for any action taken, or not taken, in good faith under the Plan.
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7. Rights of Employees. Status as an eligible Employee shall not be construed
as a commitment that any Award shall be made under this Plan to such
eligible Employee or to eligible Employees generally. Nothing contained in
this Plan or in any Award Agreement shall confer upon any Employee or
Participant any right to continue in the employ or other service of the
Corporation or a Subsidiary or constitute any contract or limit in any way
the right of the Corporation or a Subsidiary to change such person's
compensation or other benefits or to terminate the employment or other
service of such person with or without Cause.
8. Section Headings. The section headings contained herein are for the purpose
of convenience only, and in the event of any conflict, the text of the
Plan, rather than the section headings, shall control.
9. Gender, Etc. In interpreting the Plan, the masculine gender shall include
the feminine, the neuter gender shall include the masculine or feminine,
and the singular shall include the plural unless the context clearly
indicates otherwise.
10. Invalidity. If any term or provision contained herein or in any Award
Agreement shall to any extent be invalid or unenforceable, such term or
provision will be reformed so that it is valid, and such invalidity or
unenforceability shall not affect any other provision or part thereof.
11. Applicable Law. The Plan, the Award Agreements and all actions taken
hereunder or thereunder shall be governed by, and construed in accordance
with, the laws of the State of Delaware without regard to the conflict of
law principles thereof.
12. Compliance with Laws. Notwithstanding anything contained herein or in any
Award Agreement to the contrary, the Corporation shall not be required to
sell or issue shares of Stock hereunder or thereunder if the issuance
thereof would constitute a violation by the Participant or the Corporation
of any provisions of any law or regulation of any governmental authority or
any national securities exchange; and as a condition of any sale or
issuance the Corporation may require such agreements or undertakings, if
any, as the Corporation may deem necessary or advisable to assure
compliance with any such law or regulation.
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13. Effective Date and Term. The Plan was adopted by the Board of Directors
effective as of March 15, 1996, subject to approval by the Corporation's
stockholders. The Committee may grant Awards prior to stockholder approval,
provided, however, that Awards granted prior to such stockholder approval are
automatically cancelled if stockholder approval is not obtained at or prior to
the period ending twelve months after the date the Plan is effective and
provided further that no Award may be exercisable prior to the date stockholder
approval is obtained. The Plan shall remain in effect until all Awards under the
Plan have been exercised or terminated under the terms of the Plan and
applicable Award Agreements, provided that Awards under the Plan may only be
granted within ten (10) years from the effective date of the Plan.
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
Long Term Incentive 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 600,000 shares of the Company's Class A Common
Stock, $1.00 par value per share, and 600,000 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 Long Term Incentive 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 in accordance with, awards 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
-------------------------------
Robert J. Johnson, Esquire
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Salient 3 Communications, Inc.:
As independent public accountants, we consent to the incorporation by reference
in this Registration Statement our report 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
