<PAGE>
Registration
Number
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 Stock Option Plan
for Non-Employee Directors
--------------------------
(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, 30,000 shares $13.75 $412,500 $143.00
par value 20,000 shares $23.25 $465,000 $161.00
------ -------
$.05 per share
50,000 shares $877,500 TOTAL $304.00
- --------------------------------------------------------------------------------
</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 with respect to 20,000 of the
shares registered on the basis of the average of the high and low sale
prices on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") June 26, 1995; and with respect to the
remaining 30,000 shares registered on the basis of the price at which
options may be exercised.
- 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 -
<PAGE>
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 Stock Option Plan for
Non-Employee Directors.
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 -
<PAGE>
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 -
<PAGE>
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 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
<PAGE>
Exhibit 4A
ALTRON INCORPORATED
1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
-------
The purpose of this Altron Incorporated 1995 Stock Option Plan for Non-
Employee Directors (the "Plan") is to attract and retain the services of
experienced and knowledgeable independent directors who are not employees
(sometimes referred to herein collectively as "Participants") of Altron
Incorporated ("Altron") for the benefit of Altron and its stockholders and to
provide additional incentive for such Participants to continue to work in the
best interests of Altron and its stockholders through continuing ownership of
its common stock.
2. SHARES SUBJECT TO THE PLAN
--------------------------
The total number of shares of common stock, par value $0.05 per share
("Shares"), of Altron for which options may be granted under the Plan shall not
exceed 50,000 in the aggregate, subject to adjustment in accordance with Section
9 hereof.
3. ELIGIBILITY; GRANT OF OPTION
----------------------------
Each of Thomas M. Claflin, II, Daniel A. Cronin, Jr., and Anthony J.
Medaglia, Jr., who are the three current directors of Altron who are not
otherwise employees of Altron or any subsidiary, and upon their election to the
Board of Directors
<PAGE>
of Altron (the "Board"), all new non-employee directors duly elected in the five
year period commencing on the date of the adoption of the Plan, shall be granted
an option to acquire ten thousand (10,000) Shares under the Plan. The date of
grant for such options granted to the three current non-employee directors named
above shall be the date of adoption of the Plan by the Board, but such options
shall become effective as of such date of grant only upon shareholder approval
of this Plan in accordance with Section 13 hereof. The options shall be non-
qualified options not intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The date of grant for
each subsequently elected non-employee director shall be the date of election.
4. OPTION AGREEMENT
----------------
Each option granted under the Plan shall be evidenced by an option agreement
(the "Agreement") duly executed on behalf of Altron and by the director to whom
such option is granted, which Agreements shall (i) comply with and be subject to
the terms and conditions of the Plan and (ii) provide that the optionee agrees
to continue to serve as a director of Altron during the term for which he was
elected.
5. OPTION EXERCISE PRICE
---------------------
Subject to the provisions of Section 9 hereof, the option exercise price for
the options granted to the three current non-employee directors named above, and
to any subsequently
- 2 -
<PAGE>
elected non-employee director, under the Plan shall be the fair market value of
the Shares of the common stock of Altron covered by the option on the date of
grant of the option. For the purposes hereof and Section 6(b), the fair market
value of the common stock of Altron shall be the mean between the high and low
sales prices of the common stock of Altron on the NASDAQ National Market System
as reported in the Wall Street Journal on the date of grant for the immediately
preceding business day, provided that if the common stock of Altron is not
listed on or actually trading on the NASDAQ National Market System, fair market
value shall be determined in good faith by the Board, and provided further, that
for options granted on the date of adoption of the Plan the fair market value
shall be the mean between the high and low sales prices of the common stock of
Altron on the NASDAQ National Market System as reported on the date of adoption
by the Board in the Wall Street Journal for the immediately preceding business
day.
6. TIME AND MANNER OF EXERCISE OF OPTION
-------------------------------------
(a) Options granted under the Plan shall, subject to the provisions of
Section 7, be exercisable as provided in this Section 6(a). The options shall
not be exercisable prior to the expiration of one year after the date of grant.
Thereafter, the options shall be exercisable as follows:
- 3 -
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Shares Becoming Cumulative
Available for Percentage
On or After Exercise Available
----------- --------------- ----------
<S> <C> <C>
One Year from the Date of Grant 20% 20%
Two Years from the Date of Grant 20% 40%
Three Years from the Date of Grant 20% 60%
Four Years from the Date of Grant 20% 80%
Five Years from the Date of Grant 20% 100%
</TABLE>
provided, however, that no option granted under the Plan may be exercised prior
to approval of the Plan by the stockholders of Altron.
(b) To the extent that the right to exercise an option has accrued and is in
effect, the option may be exercised in full at one time or in part from time to
time by giving written notice to Altron, signed by the person or persons
exercising the option, stating the number of Shares with respect to which the
option is being exercised, accompanied by payment in full for such Shares, which
payment may be in cash or in whole or in part in Shares of the common stock of
Altron already owned for a period of at least six months by the person or
persons exercising the option, valued at fair market value, as determined under
Section 5 hereof, on the date of exercise; provided, however, that there shall
be no such exercise at any one time as to fewer than two hundred fifty (250)
Shares or all of the remaining Shares then purchasable by the person or persons
exercising the option, if fewer than two hundred
- 4 -
<PAGE>
fifty (250) Shares. Upon such exercise, delivery of a certificate for paid-up
non-assessable Shares shall be made at the principal Massachusetts office of
Altron to the person or persons exercising the option at such time, during
ordinary business hours, not more than thirty (30) days from the date of receipt
of the notice by Altron, as shall be designated in such notice, or at such time,
place and manner as may be agreed upon by Altron and the person or persons
exercising the option.
7. TERM OF OPTIONS
---------------
(a) Each option shall expire ten (10) years from the date of the granting
thereof, but shall be subject to earlier termination as herein provided.
(b) In the event of the death of an optionee, the option granted to such
optionee may be exercised, to the extent the optionee was entitled to do so on
the date of such optionee's death, by the estate of such optionee or by any
person or persons who acquired the right to exercise such option by bequest or
inheritance or otherwise by reason of the death of such optionee. Such option
may be exercised at any time within one (1) year after the date of death of such
optionee, at which time the option shall terminate, or prior to the date on
which the option otherwise expires by its terms, whichever is earlier.
(c) In the event that an optionee ceases to be a director of Altron the
option granted to such optionee may be exercised by him, but only to the extent
that under Section 6 hereof the
- 5 -
<PAGE>
right to exercise the option has accrued and is in effect on the date that the
optionee ceases to be a director. Such option may be exercised at any time
within thirty (30) business days after the date such optionee ceases to be a
director of Altron, at which time the option shall terminate, but in any event
prior to the date on which the option expires by its terms, whichever is
earlier, unless termination as a director (a) was by Altron for cause, in which
case the option shall terminate immediately at the time the optionee ceases to
be a director of Altron, (b) was because the optionee has become disabled
(within the meaning of Section 22(e)(3) of the Code), or (c) was by reason of
the death of the optionee. In the case of death, see Section 7(b) above. In the
case of disability, the option may be exercised, to the extent exercisable under
Section 6 hereof at the time that such optionee ceased to be a director, at any
time within one (1) year after the date of termination of the optionee's
directorship with Altron, at which time the option shall terminate, but in any
event prior to the date on which the option otherwise expires by its terms,
whichever is earlier.
8. OPTIONS NOT TRANSFERABLE
------------------------
The right of any optionee to exercise an option granted to him under the
Plan shall not be assignable or transferable by such optionee otherwise than by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations
- 6 -
<PAGE>
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. Any option granted under the Plan shall
be exercisable during the lifetime of such optionee only by him. Any option
granted under the Plan shall be null and void and without effect upon the
bankruptcy of the optionee, or upon any attempted assignment or transfer, except
as herein provided, including without limitation any purported assignment,
whether voluntary or by operation of law, pledge, hypothecation or other
disposition, attachment, trustee process or similar process, whether legal or
equitable, upon such option.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
------------------------------------------
In the event that the outstanding Shares of the common stock of Altron are
changed into or exchanged for a different number or kind of shares or other
securities of Altron or of another corporation by reason of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or dividends payable in capital stock, appropriate
adjustment shall be made in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be exercisable,
to the end that the proportionate interest of the optionee shall be maintained
as before the occurrence of such event, and such adjustment in outstanding
options shall be made without change in the total
- 7 -
<PAGE>
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.
10. RESTRICTIONS ON ISSUE OF SHARES
-------------------------------
Notwithstanding the provisions of Section 6 hereof, Altron may delay the
issuance of Shares covered by the exercise of any option and the delivery of a
certificate for such Shares until one of the following conditions shall be
satisfied:
(i) the Shares with respect to which an option has been exercised are
at the time of the issue of such Shares effectively registered under applicable
Federal and state securities acts now in force or hereafter amended; or
(ii) counsel for Altron shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that such Shares are exempt
from registration under applicable Federal and state securities acts now in
force or hereafter amended.
It is intended that all exercises of options shall be effective.
Accordingly, Altron shall use its best efforts to bring about compliance with
the above conditions within a reasonable time, except that Altron shall be under
no obligation to cause a registration statement or a post-effective amendment to
any registration statement to be prepared at its expense solely for the purpose
of covering the issue of Shares in respect of which any option may be exercised,
except as otherwise agreed to by Altron in writing.
- 8 -
<PAGE>
11. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION
--------------------------------------------------------------------
Unless the Shares to be issued upon exercise of an option granted under the
Plan have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended, Altron shall be under no obligation to issue any
Shares covered by any option unless the person who exercises such option, in
whole or in part, shall give a written representation and undertaking to Altron
which is satisfactory in form and scope to counsel to Altron and upon which, in
the opinion of such counsel, Altron may reasonably rely, that he is acquiring
the Shares issued to him pursuant to such exercise of the option for his own
account as an investment and not with a view to, or for sale in connection with,
the distribution of any such Shares, and that he will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law, and
that if Shares are issued without such registration a legend to this effect may
be endorsed upon the securities so issued. In the event that Altron shall,
nevertheless, deem it necessary or desirable to register under the Securities
Act of 1933 or other applicable statutes any Shares with respect to which an
option shall have been exercised, or to qualify any such Shares for exemption
from the Securities Act of 1933 or other applicable statutes, then Altron shall
take such action at its own expense and may
- 9 -
<PAGE>
require from each optionee such information in writing for use in any
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to Altron and its officers and directors from such holder against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.
12. LOANS PROHIBITED
----------------
Altron shall not, directly or indirectly, lend money to an optionee or to
any person or persons entitled to exercise an option by reason of the death of
an optionee for the purpose of assisting him or them in the acquisition of
Shares covered by an option granted under the Plan.
13. APPROVAL OF STOCKHOLDERS
------------------------
The Plan shall be subject to approval by the affirmative vote of the holders
of a majority of the securities of Altron present or represented and entitled to
vote at a duly held stockholders' meeting, or by written consent of all of the
stockholders, and shall take effect immediately as of its date of adoption upon
such approval.
- 10 -
<PAGE>
14. EXPENSES OF THE PLAN
--------------------
All costs and expenses of the adoption and administration of the Plan shall
be borne by Altron, and none of such expenses shall be charged to any optionee.
15. TERMINATION AND AMENDMENT OF PLAN
---------------------------------
Unless sooner terminated as herein provided, the Plan shall terminate six
(6) years from the date upon which the Plan was duly approved by the
stockholders. The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable; provided, however,
that, except as provided in Section 9 hereof, no modification or amendment to
the provisions of the Plan may be made more than once every six (6) months other
than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder, if the effect of such amendment or
modification would be to change (i) the requirements for eligibility under the
Plan, (ii) the timing of the grants of options to be granted under the Plan or
the exercise price or vesting schedule thereof, or (iii) the number of Shares
subject to options to be granted under the Plan either in the aggregate or to
one director. Any amendment to the provisions of the Plan which (i) materially
increases the number of Shares which may be subject to options granted under the
Plan, (ii) materially increases the benefits accruing to Participants under the
Plan, or (iii) materially modifies the requirement for eligibility to
- 11 -
<PAGE>
participate in the Plan, shall be subject to approval by the stockholders of
Altron obtained in the manner stated in Section 13 hereof. Termination or any
modification or amendment of the Plan shall not, without the consent of an
optionee, affect his rights under an option previously granted to him.
16. LIMITATION OF RIGHTS IN THE OPTION SHARES
-----------------------------------------
An optionee shall not be deemed for any purpose to be a stockholder of
Altron with respect to any of the options except to the extent that the option
shall have been exercised with respect thereto and, in addition, a certificate
shall have been issued therefor and delivered to the optionee.
17. NOTICES
-------
Any communication or notice required or permitted to be given under the Plan
shall be in writing, and mailed by registered or certified mail or delivered by
hand, if to Altron, to its principal place of business, Attention: President,
and, if to an optionee, to the address as appearing on the records of Altron.
18. COMPLIANCE WITH RULE 16b-3.
---------------------------
It is the intention of Altron 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 Participants remain disinterested persons for purposes of
administering other employee benefit plans of Altron and having
- 12 -
<PAGE>
transactions under such other plans 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 provisions would disqualify Participants from remaining
disinterested persons, 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.
APPROVED BY THE STOCKHOLDERS: May 25, 1995
------------------------------
- 13 -
<PAGE>
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 Stock Option Plan
for Non-Employee Directors (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>
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
Enclosures
