<PAGE>
Registration
Number 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ALTRON INCORPORATED
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Massachusetts 04-2464301
---------------------- ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
One Jewel Drive, Wilmington, Massachusetts 01887
------------------------------------------------
(Address of Principal Executive Offices)
(508) 658-5800
----------------------------------------------------
(Registrant's telephone number, including area code)
ALTRON INCORPORATED
1995 Employee Stock Purchase Plan
---------------------------------
(Full title of the Plan)
Anthony J. Medaglia, Jr., Esquire
Hutchins, Wheeler & Dittmar
A Professional Corporation
l01 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
---------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(l) Per Share Price Fee(2)
- --------------- ----------------- --------- ---------- ---------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $23.25 $6,975,000 $2,406
par value
$.05 per share
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan to which this Registration Statement
relates.
(2) The registration fee has been calculated on the basis of the average of the
high and low sale prices of the Company's Common Stock as reported by the
Nasdaq National Market on June 26, 1995.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
The Company hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to filing of a Post-Effective Amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold) shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents.
(a) The Company's latest annual report filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, which contains either
directly or by incorporation by reference, audited financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) All of the reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the Prospectus referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
the Registration Statement filed by the Company under the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
- ------ -------------------------
Inapplicable
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
The validity of the authorization and issuance of the Common Stock offered
hereby will be passed upon for the Company by Hutchins, Wheeler & Dittmar, A
Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia, Jr., who
is a stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation, is
Clerk and a Director of the Company. Mr. Medaglia owns 37,140 shares of the
Company's Common Stock. In addition, Mr. Medaglia holds non-qualified options
to purchase an aggregate of 40,750 shares of the Company's Common Stock.
3
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Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides as follows:
"Section 67. Indemnification of directors, officers, employees and other
agents of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors. Except as the articles of organization or
by-laws otherwise require, indemnification of any persons referred to in the
preceding sentence who are not directors of the corporation may be provided by
it to the extent authorized by the directors. Such indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under this section which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification
may be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The absence of any express provision for indemnification shall not limit
any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
4
<PAGE>
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.''
Article 7 of the By-laws of the Company provides as follows:
ARTICLE 7
---------
Indemnification of Directors and Others
---------------------------------------
Section 7.1 Definitions
----------- -----------
For purposes of this Article 7:
(a) "Director/officer" means any person who is serving or has served as a
Director, officer, employee or other agent of the Corporation appointed or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving or has served at the request of the Corporation as a Director,
officer, trustee, principal, partner, employee or other agent of any other
organization.
(b) "Proceeding" means any action, suit or proceeding, civil or criminal,
brought or threatened in or before any court, tribunal, administrative or
legislative body or agency.
(c) "Expense" means any fine or penalty, and any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in connection with a Proceeding.
Section 7.2 Right to Indemnification
----------- ------------------------
Except as limited by law or as provided in Sections 7.3 and 7.4 of this
Article 7, each Director/officer (and his heirs and personal representatives)
shall be indemnified by the Corporation against any Expense incurred by him in
connection with each Proceeding in which he is involved as a result of his
serving or having served as a Director/officer.
Section 7.3 Indemnification not Available
-------------------------------------------
No indemnification shall be provided to a Director/officer with respect to
a Proceeding as to which it shall have been adjudicated that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the Corporation.
5
<PAGE>
Section 7.4 Compromise or Settlement
----------- ------------------------
In the event that a Proceeding is compromised or settled so as to impose
any liability or obligation on a Director/officer or upon the Corporation, no
indemnification shall be provided as to said Director/officer with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Corporation.
Section 7.5 Advances
----------- --------
The Corporation shall pay sums on account of indemnification in advance of
a final disposition of a Proceeding, upon receipt of an undertaking by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification pursuant to Sections 7.3 and 7.4 hereof, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.
Section 7.6 Not Exclusive
----------- -------------
Nothing in this Article 7 shall limit any lawful rights to indemnification
existing independently of this Article 7.
Section 7.7 Insurance
----------- ---------
The provisions of this Article 7 shall not limit the power of the Board of
Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer against any Expense, whether or not the Corporation would
have the power to indemnify him against such Expense under this Article 7.
Item 7. Exemption from Registration Claimed
------ -----------------------------------
Not Applicable.
Item 8. Exhibits
------ --------
Number Description
------ -----------
4A Altron Incorporated 1995 Employee Stock Purchase Plan.
5 Opinion of Hutchins, Wheeler & Dittmar, A Professional
Corporation, as to legality of shares being registered and
consent of Hutchins, Wheeler & Dittmar, A Professional
Corporation.
6
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24 Consents of Independent Public Accountants - included in
Registration Statement under heading "Consent of Independent
Public Accountants."
Item 9. Undertakings
------ ------------
The undersigned Registrant hereby undertakes the following:
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the
termination of the offering.
7
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) The undersigned registrant hereby undertakes, that, insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, 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 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 Act and will be governed by the final adjudication of
such issue.
8
<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 Wilmington, Massachusetts on June 29, 1995.
ALTRON INCORPORATED
By /s/Samuel Altschuler
--------------------
Samuel Altschuler
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Samuel Altschuler Chairman of the Board June 29, 1995
- -------------------- of Directors and
Samuel Altschuler President (principal
executive officer)
/s/Burton Doo Executive Vice June 29, 1995
- -------------------- President and Director
Burton Doo
/s/ Peter D. Brennan Vice President, Chief June 29, 1995
- -------------------- Financial Officer and
Peter D. Brennan Treasurer (principal
financial and accounting
officer)
/s/Anthony J. Medaglia, Jr. Director June 29, 1995
- ---------------------------
Anthony J. Medaglia, Jr.
/s/Daniel A. Cronin, Jr. Director June 29, 1995
- ------------------------
Daniel A. Cronin, Jr.
/s/Thomas M. Claflin, II Director June 29, 1995
- ------------------------
Thomas M. Claflin, II
9
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As Independent Public Accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
March 2, 1995, included in Altron Incorporated's Annual Report on Form 10-K for
the year ended December 31, 1994 and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 26, 1995
10
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Exhibit 4A
----------
ALTRON INCORPORATED
1995 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
1. Purpose.
-------
It is the purpose of this Employee Stock Purchase Plan to provide a
means whereby eligible employees may purchase Common Stock of Altron
Incorporated (the "Company") through payroll deductions. It is intended to
provide a further incentive for employees to promote the best interests of the
Company and to encourage stock ownership by employees in order that they may
participate in the Company's economic growth.
It is the intention of the Company that the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code and the provisions of this Plan shall be construed in a manner
consistent with the Code and the Treasury Regulations promulgated thereunder.
2. Definitions.
-----------
The following words or terms, when used herein, shall have the
following respective meanings:
(a) "Plan" shall mean the 1995 Altron Incorporated Employee Stock
Purchase Plan.
(b) "Company" shall mean Altron Incorporated, a Massachusetts
corporation.
<PAGE>
(c) "Account" means the Employee Stock Purchase
Account established for a Participant under Section 7 hereof.
(d) "Basic Compensation" shall mean the regular rate of salary or
wages in effect immediately prior to a Purchase Period, before any
deductions or withholdings, but shall exclude overtime, bonuses,
shift differential and amounts paid in reimbursement for expenses.
(e) "Board of Directors" shall mean the Board of Directors of Altron
Incorporated.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Purchase Plan Committee appointed
and acting in accordance with the terms of the Plan.
(h) "Common Stock" shall mean shares of the Company's common stock
with a par value of $.05 per share.
(i) "Effective Date" shall mean January 1, 1995.
(j) "Eligible Employees" shall mean all persons employed by the
Company or its participating subsidiaries (as defined in Section
22), but excluding:
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(1) Persons who have been employed by the Company or its
participating subsidiaries for less than one year on the
first day of the Purchase Period; and
(2) Persons whose customary employment is not more than twenty
hours per week or not more than five months in any calendar
year.
For purposes of this Plan, employment will be treated as
continuing intact while a Participant is on military leave, sick
leave, or other bona fide leave of absence, for up to 90 days or
so long as the Participant's right to re-employment is guaranteed
either by statute or by contract, if longer than 90 days.
(k) "Exercise Date" shall mean the last day of a Purchase Period;
provided, however, that if such date is not a business day,
"Exercise Date" shall mean the immediately preceding business day.
(l) "Participant" shall mean an Eligible Employee who elects to
participate in the Plan under Section 6 hereof.
(m) The first "Purchase Period" shall begin January 1, 1995 and
continue through June 30, 1995. Thereafter, there shall be two
Purchase Periods within each of the Company's fiscal
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years, one commencing on the first day of the Company's fiscal
year and continuing through the last day of the first fiscal half-
year, and the second commencing the first day of the Company's
second fiscal half-year and continuing through the end of the
Company's fiscal year.
(n) "Purchase Price" shall mean the lower of (i) 90% of the average
fair market value of a share of Common Stock for the five business
days immediately preceding the first day of the relevant Purchase
Period, or 90% of such value for the five business days
immediately preceding the relevant Exercise Date. Fair market
value on any day shall be the mean between the closing bid and
asked price of a share of Common Stock on the over-the-counter
market.
3. Grant of Option to Purchase Shares; Restrictions on Grant.
---------------------------------------------------------
Each Eligible Employee shall be granted an option effective on the
first day of each Purchase Period to purchase shares of Common Stock. The term
of the option shall be the length of the Purchase Period. The number of shares
subject to each option, up to a maximum of 750 shares per Purchase Period, shall
be the quotient of the aggregate payroll deductions in the Purchase Period
authorized by each Participant in
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accordance with Section 6 divided by the Purchase Price. No employee shall be
granted an option which permits the employee's right to purchase Common Stock
under this Plan, and under all other Section 423(b) employee stock purchase
plans of the Company or any parent or subsidiary corporations, to accrue at a
rate which exceeds $25,000 of fair market value of such stock (determined on the
date or dates that options on such stock were granted) for each calendar year in
which such option is outstanding at any time. The purpose of the limitation in
the preceding sentence is to comply with Section 423(b)(8) of the Code. In
addition, in no event may an employee be granted an option if such employee,
immediately after the option was granted, would own stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of any parent corporation or subsidiary corporation,
as the terms "parent corporation" and "subsidiary corporation" are defined in
Sections 424(e) and (f) of the Code, all within the meaning of Section 423(b)(3)
of the Code. For purposes of determining stock ownership under this paragraph,
the rules of Section 424(d) of the Code shall apply, and stock which the
employee may purchase under outstanding options shall be treated as stock owned
by the employee.
4. Shares.
------
There shall be 300,000 shares of Common Stock reserved for issuance to
and purchase by Participants under the Plan,
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subject to adjustment as herein provided. The shares of Common Stock subject to
the Plan shall be either shares of authorized but unissued Common Stock or
shares of Common Stock reacquired by the Company. Shares of Common Stock not
purchased under an option terminated pursuant to the provisions of the Plan may
again be subject to options granted under the Plan.
The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, the maximum number of shares that may be
granted in any Purchase Period, and the purchase price for each such option
shall be appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares of Common Stock or for other capital
adjustments or payments of stock dividends or distributions or other increases
for decreases in the outstanding shares of Common Stock affected without receipt
of consideration by the Company.
5. Administration.
--------------
The Plan shall be administered by a Stock Purchase Plan Committee
appointed from time to time by the Board of Directors, consisting of not less
than three members. Committee members shall be ineligible to participate under
the Plan. All members of the Committee shall serve at the
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discretion of the Board. The Committee is vested with full authority to make,
administer and interpret such equitable rules and regulations regarding the Plan
as it may deem advisable. The Committee's determinations as to the
interpretation and operation of the Plan shall be final and conclusive. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under the Plan.
6. Election to Participate.
-----------------------
An Eligible Employee may elect to become a Participant in the Plan for
a Purchase Period by completing a "Stock Purchase Agreement" form prior to the
first day of the Purchase Period for which the election is made. The election
to participate shall be effective for the Purchase Period for which it is made.
There is no limit on the number of Purchase Periods for which an Eligible
Employee may elect to become a Participant in the Plan. In the Stock Purchase
Agreement, the Eligible Employee shall authorize regular payroll deductions of
any full percentage of his Basic Compensation, but in no event less than five
percent nor more than ten percent of his Basic Compensation. An Eligible
Employee may not change his authorization except as otherwise provided in
Section 9. Options granted to Eligible Employees who have failed to
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execute a Stock Purchase Agreement within the time periods prescribed by the
Plan will automatically lapse.
7. Employee Stock Purchase Account.
-------------------------------
An Employee Stock Purchase Account will be established for each
Participant in the Plan for bookkeeping purposes, and payroll deductions made
under Section 6 will be credited to such Accounts. However, prior to the
purchase of shares in accordance with Section 8 or withdrawal from or
termination of the Plan in accordance with the provisions hereof, the Company
may use for any valid corporate purpose all amounts deducted from a
Participant's wages under the Plan and credited for bookkeeping purposes to his
Account.
The Company shall be under no obligation to pay interest on funds
credited to a Participant's account, whether upon purchase of shares in
accordance with Section 8 or upon distribution in the event of withdrawal from
or termination of the Plan as herein provided.
8. Purchase of Shares.
------------------
Each Eligible Employee who is a Participant in the Plan automatically
and without any act on his part will be deemed to have exercised his option on
each Exercise Date to the extent that the balance then in his Account under the
Plan is sufficient to purchase at the Purchase Price whole shares of
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the Company's stock subject to his option, subject to the 750-share limit of the
option and the Section 423(b)(8) limitation described in Section 3. If the
Participant's accumulated payroll deductions on the last business day of the
Purchase Period would enable the Participant to purchase more than 750 shares
except for the 750-share limitation, the excess of the amount of the accumulated
payroll deductions over the aggregate purchase price of the 750 shares shall be
promptly refunded to the Participant by the Company, without interest. If the
Participant's accumulated payroll deductions on the last day of the Purchase
Period would otherwise enable the Participant to purchase Common Stock in excess
of the Section 423(b)(8) limitation described in Section 3 hereof, the excess of
the amount of the accumulated payroll deductions over the aggregate purchase
price of the shares actually purchased shall be promptly refunded to the
Participant by the Company, without interest. Any balance remaining in the
Participant's Account by reason of the inability to purchase a fractional share
shall be carried forward and credited for use in the next Purchase Period. No
other unused amounts may be carried forward. If the Employee chooses not to
participate in the next Purchase Period, any balance will be refunded to him in
cash.
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9. Withdrawal.
----------
A Participant who has elected to authorize payroll deductions for the
purchase of shares of Common Stock may cancel his election by written notice of
cancellation delivered to the office or person designated to receive Stock
Purchase Agreements ("Cancellation"), but any such notice of Cancellation must
be so delivered not later than ten days before the relevant Exercise Date.
An employee will receive in cash, as soon as practicable after delivery
of the notice of Cancellation, the amount credited to his Account. Any
Participant who so withdraws from the Plan may again become a Participant at the
start of the next Purchase Period in accordance with Section 6.
Upon dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving entity, every option
outstanding hereunder shall terminate, in which event each Participant shall be
refunded the amount of cash then in his Account.
10. Issuance of Stock Certificates.
------------------------------
The shares of Common Stock purchased by a Participant shall, for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise Date. Prior to that date none of the rights or privileges of a
stockholder of the Company, including the right to vote or receive dividends,
shall exist with respect to such shares.
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<PAGE>
Within a reasonable time after the Exercise Date, the Company shall
issue and deliver a certificate for the number of shares of Common Stock
purchased by a Participant for the Purchase Period, which certificate shall be
registered either in the Participant's name or jointly with the right of
survivorship in the names of the Participant and his spouse, as the Participant
shall designate in his Stock Purchase Agreement. Such designation may be changed
at any time by filing notice thereof.
11. Termination of Employment.
-------------------------
(a) Upon a Participant's termination of employment for any reason,
other than death, no payroll deduction may be made from any
compensation due him, the entire balance credited to his Account
shall be automatically refunded, and his rights under the Plan
shall terminate.
(b) Upon the death of a Participant, no payroll deduction shall be
made from any compensation due him at the time of his death, his
rights under the Plan shall terminate, and the entire balance in
the deceased Participant's Account shall be paid in cash to the
Participant's designated beneficiary, if any, under a group
insurance plan of the Company covering such employee, or otherwise
to his estate.
-11-
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12. Reserved.
--------
13. Rights Not Transferable.
-----------------------
The right to purchase shares of Common Stock under this Plan is
exercisable only by the Participant during his lifetime and is not transferable
by him. If a Participant attempts to transfer his right to purchase shares
under the Plan, he shall be deemed to have requested withdrawal from the Plan
and the provisions of Section 9 hereof shall apply with respect to such
Participant.
14. No Guarantee of Continued Employment.
------------------------------------
Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.
15. Notice.
------
Any notice which an Eligible Employee or Participant files pursuant to
this Plan shall be in writing and shall be delivered personally or by mail
addressed to the Stock Purchase Plan Committee, c/o Altron Incorporated, One
Jewel Drive, Wilmington, Massachusetts 01887. Any notice to a Participant or an
Eligible Employee shall be conspicuously posted in the Company's principal
office or shall be mailed addressed to the Participant or Eligible Employee at
the address designated in the Stock Purchase Agreement or in a subsequent
writing.
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<PAGE>
16. Application of Funds.
--------------------
All funds deducted from a Participant's wages in payment for shares
purchased or to be purchased under this Plan may be used for any valid corporate
purpose provided that the Participant's Account shall be credited with the
amount of all payroll deductions as provided in Section 7.
17. Governmental Approvals or Consents.
----------------------------------
This Plan and any offering and sales to Eligible Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 18,
the Board of Directors of the Company may make such changes in the Plan and
include such terms in any offering under this Plan as may be necessary or
desirable, in the opinion of counsel, to comply with the rules or regulations of
any governmental authority, or to be eligible for tax benefits under the Code or
the laws of any state.
18. Amendment of the Plan.
---------------------
The Board may, without the consent of the Participants, amend the Plan
at any time, provided that no such action shall adversely affect options
theretofore granted hereunder, and provided that no such action by the Board
without approval of the Company's stockholders may (a) increase
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the total number of shares of Common Stock which may be purchased by all
Participants; (b) change the class of employees eligible to receive options
under the Plan; (c) decrease the Purchase Price; (d) extend a Purchase Period
hereunder; or (e) extend the term of the Plan.
19. Term of the Plan.
----------------
The Plan shall become effective on the Effective Date, provided that it
is approved within twelve months after adoption by the Board of Directors by the
affirmative vote of the holders of a majority of the stock of the Company
present or represented and entitled to vote at a duly held stockholders'
meeting. The Plan shall continue in effect through the end of the Company's
fiscal year 2004. The Plan may be terminated at any time by the Company's Board
of Directors but such termination shall not affect options then outstanding
under the Plan. It will terminate in any case when all or substantially all of
the unissued shares of stock reserved for the purposes of the Plan have been
purchased. If at any time shares of stock reserved for the purposes of the Plan
remain available for purchase but not in sufficient number to satisfy all then
unfilled purchase requirements, the available shares shall be apportioned among
Participants in proportion to the amount of payroll deductions accumulated on
behalf of each Participant that would otherwise be used to
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purchase stock and the Plan shall terminate. Upon such termination or any other
termination of the Plan, all payroll deductions not used to purchase stock will
be refunded, without interest.
20. Notice to Company of Disqualifying Disposition; Legend.
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By electing to participate in the Plan, each Participant agrees to
notify the Company in writing immediately after the Participant transfers Common
Stock acquired under the Plan, if such transfer occurs within two years after
the first business day of the Purchase Period in which such Common Stock was
acquired. Each Participant further agrees to provide any information about such
a transfer as may be requested by the Company or any subsidiary corporation in
order to assist it in complying with the tax laws. Such dispositions generally
are treated as "disqualifying dispositions" under Sections 421 and 424 of the
Code, which have certain tax consequences to Participants and to the Company and
its participating subsidiaries. The Participant further agrees that all stock
certificates for Common Stock purchased under the Plan by the Participant shall
be held in his name or jointly with his spouse, as the case may be, and not in
the name of a broker, nominee or other person or entity for such two-year
period, and agrees that such stock certificates shall bear a legend reflecting
that such Common Stock was obtained upon the purchase of Common Stock under the
Plan. The Participant
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acknowledges that the Company may send a Form W-2, or substitute therefor, as
appropriate, to the Participant with respect to any income recognized by the
Participant upon a disqualifying disposition of Common Stock.
21. Withholding of Additional Income Taxes.
--------------------------------------
By electing to participate in the Plan, each Participant acknowledges
that the Company and its participating subsidiaries are required to withhold
taxes with respect to the amounts deducted from the Participant's compensation
and accumulated for the benefit of the Participant under the Plan and each
Participant agrees that the Company and its participating subsidiaries may
deduct additional amounts from the Participant's compensation, when amounts are
added to the Participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each Participant further
acknowledges that when Common Stock is purchased under the Plan, the Company and
its participating subsidiaries may be required to withhold taxes with respect to
all or a portion of the difference between the fair market value of the Common
Stock purchased and its purchase price, and each Participant agrees that such
taxes may be withheld from compensation otherwise payable to such Participant.
It is intended that tax withholding will be accomplished in such a manner that
the full amount of payroll deductions elected by the Participant under Section 6
will be used to purchase Common
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<PAGE>
Stock. However, if amounts sufficient to satisfy applicable tax withholding
obligations have not been withheld from compensation otherwise payable to any
Participant, then, notwithstanding any other provision of the Plan, the Company
may withhold such taxes from the Participant's accumulated payroll deductions
and apply the net amount to the purchase of Common Stock, unless the Participant
pays to the Company, prior to the exercise date, an amount sufficient to satisfy
such withholding obligations. Each Participant further acknowledges that the
Company and its participating subsidiaries may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company or any participating subsidiary may take whatever action it
considers appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such Participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the Participant upon the payment to the Company
or such subsidiary of an amount sufficient to satisfy such withholding
requirements.
22. Participating Subsidiaries.
--------------------------
The term "participating subsidiary" shall mean any present or future
subsidiary of the Company, as that term is defined in Section 424(f) of the
Code, which is designated from time to time by the Board of Directors to
participate in the Plan or designated in this Section 22 to participate in the
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Plan. The Board of Directors shall have the power to make such designation
before or after the Plan is approved by the stockholders. Altron Systems
Corporation, a present subsidiary of the Company, is designated in this Section
22 to participate in the Plan.
23. General.
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Whenever the context of this Plan permits, the masculine gender shall
include the feminine and neuter genders.
24. Compliance with Rule 16b-3.
--------------------------
It is the intention of the Company that the Plan comply in all respects
with Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange Act
of 1934 (the "Act") and that transactions in the Plan be exempt from Section
16(b) of the Act. Therefore, if any Plan provision is found not to be in
compliance with Rule 16b-3 or if any Plan provision would prevent transactions
in the Plan from being exempt from Section 16(b) of the Act, that provision
shall be deemed null and void and in all events the Plan shall be construed in
favor of its meeting the requirements of Rule 16b-3.
Adopted by the Board of Directors April 18, 1995
-----------------------------
Approved by the Stockholders May 25, 1995
----------------------------------
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Exhibit 5
June 29, 1995
Altron Incorporated
One Jewel Drive
Wilmington, MA 01887
Ladies and Gentlemen:
We are counsel to Altron Incorporated, a Massachusetts Corporation (the
"Company"), and as such counsel we are familiar with the corporate proceedings
taken in connection with the adoption of the Company's 1995 Employee Stock
Purchase Plan (the "Plan"). We are also familiar with the Registration
Statement on Form S-8 to which a copy of this opinion will be attached as an
Exhibit.
As such counsel, we have examined the corporate records of the Company,
including its Articles of Organization, By-laws, Minutes of Meetings of its
Board of Directors and Stockholders and such other documents as we have deemed
necessary as a basis for the opinions herein expressed.
Based upon the foregoing, and having regard for such legal considerations as
we deem relevant, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of
the Commonwealth of Massachusetts.
2. The Company has duly authorized the issuance of 30,000,000 shares of
common stock, $.05 par value.
3. The shares of common stock issuable pursuant to the Plan have been duly
authorized, and when issued in accordance with the terms of the Plan,
such shares will be validly issued fully paid and non-assessable shares
of capital stock of the Company to which no personal liability will
attach.
<PAGE>
Altron Incorporated
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June 29, 1995
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 and to the reference to us under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
3987o
Enclosures
