<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
1991 Stock Option 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>
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, 209,450 shares $ 7.08 $ 1,482,906 $ 512
par value 325,000 shares 13.75 4,468,750 1,541
$.05 per share 26,500 shares 15.25 404,125 140
6,000 shares 16.00 96,000 34
758,050 shares 23.25 17,624,662 6,078
---------------- ----------- ------
1,325,000 shares $24,076,443 $8,305
- -------------------------------------------------------------------------------
</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 758,050 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 566,950 shares registered on the basis of the price at which
options may be exercised.
<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.
<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
<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.
<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 1991 Stock Option Plan, as amended.
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.
<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.
<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.
<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
<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
-------------------
1991 STOCK OPTION PLAN
----------------------
(As amended December 22, 1993 and April 19, 1995)
1. Purpose of the Plan.
-------------------
This stock option plan (the "Plan") is intended to encourage ownership of
the stock of Altron Incorporated, a Massachusetts corporation ("Altron"), by key
employees of Altron, to induce highly qualified personnel to enter and remain in
the employ of Altron, and to provide additional incentive for participants to
promote the success of Altron's business.
2. Stock Subject to the Plan.
-------------------------
The total number of shares of the common stock of Altron ($.05 par value)
for which options may be granted under the Plan shall not exceed 2,000,000
shares, subject to adjustment in accordance with Section 10 hereof. Such shares
may, in whole or in part, as the Board of Directors of Altron (the "Board")
shall from time to time determine, be issued shares which shall have been
reacquired by Altron or authorized but unissued shares, whether now or hereafter
authorized.
If any unexercised options granted under the Plan lapse or terminate for any
reason, the shares covered thereby may again be optioned hereunder, and such
lapsed or unexercised options shall not be considered in computing the total
number of shares optioned.
<PAGE>
3. Administration of the Plan.
--------------------------
The Plan shall be administered by a committee of the Board (the "Committee")
consisting of two or more members appointed by the Board upon the adoption of
the Plan, all of whom shall be "disinterested persons" (as hereinafter defined).
Such committee shall be known as the "Stock Option Committee", but may be known
by such other name or names as the Board may designate. For the purposes of the
Plan, a director or member of such committee shall be deemed to be
"disinterested" only if such person qualifies as a "disinterested person" within
the meaning of Rule 16b-3 promulgated under the Securities and Exchange Act of
1934, as amended, as such term is interpreted from time to time. The Board may
at any time and from time to time, subject to the provisions of this Section 3,
thereafter appoint a member or members of the Committee in substitution for or
in addition to the member or members then in office and may fill vacancies on
the Committee however caused. The Committee shall choose one of its members as
Chairman and shall hold meetings at such times and places as it shall deem
advisable. A majority of the members of the Committee shall constitute a
quorum, and any action may be taken by a majority of those present and voting at
any meeting. Any action may also be taken without the necessity of a meeting by
a written instrument signed by a majority of the Committee. The decision of the
Committee as to all questions of interpretation and
- 2 -
<PAGE>
application of the Plan shall be final, binding and conclusive on all persons.
The Committee may, in its sole discretion, grant options to purchase shares of
Altron's common stock and issue shares upon exercise of such options as provided
in the Plan. The Committee shall have authority, subject to the express
provisions of the Plan, to construe the respective option agreements and the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective option agreements,
which may but need not be identical, and to make all other determinations in the
judgment of the Committee necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any option agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect and shall be
the sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith.
4. Participants in the Plan.
------------------------
Each participant in the Plan must be a regular salaried employee of Altron
(or one of its subsidiaries) (herein called "subsidiaries"), if any, as defined
in Section 425 of the Internal Revenue Code of 1986, as amended, including any
applicable successor provisions to said Section 425, and the Treasury
Regulations promulgated thereunder (the "Code" and
- 3 -
<PAGE>
"Regulations"). The Committee may designate as participants in the Plan persons
who are now or may hereafter be employed by Altron or its subsidiaries in key
positions. In determining the eligibility of an individual to be granted an
option as well as in determining the number of shares to be optioned to any
individual, the Committee shall consider the position and responsibilities of
the employee being considered, the nature and value to Altron or its
subsidiaries of his service and accomplishments, his present and potential
contribution to the success of Altron or its subsidiaries, and such other
factors as the Committee may deem relevant. No director who is not otherwise an
employee of Altron shall be eligible to participate in the Plan.
The maximum number of shares with respect to which an option or options may
be granted to any employee in any one taxable year of the Company shall not
exceed 50,000, taking into account shares granted during such taxable period
under options that have terminated.
5. Grant of Option; Option Agreement.
---------------------------------
The Committee may from time to time grant options to eligible employees,
which options may be designated non-qualified stock options or incentive stock
options (within the meaning of Section 422 of the Code). In accordance with the
provisions of Section 3 hereof, the Committee shall keep separate records with
regard to each type of option granted.
- 4 -
<PAGE>
Each option shall be evidenced by an option agreement (the "Agreement") duly
executed on behalf of Altron and by the participant to whom such option is
granted, which Agreements may but need not be identical and shall comply with
and be subject to the terms and conditions of the Plan. Any Agreement may
contain such other terms, provisions, and conditions not inconsistent with the
Plan as may be determined by the Committee, including with respect to any
restrictions to be imposed on the shares acquired by a participant upon the
exercise of an option granted to him. No option shall be granted within the
meaning of the Plan and no purported grant of any option shall be effective
until such an Agreement shall have been duly executed on behalf of Altron and
the participant. More than one option may be granted to an individual.
6. Option Exercise Price.
---------------------
The exercise price or prices of options granted under the Plan shall be
determined by the Committee at the time of the granting of an option, but, in
the case of an incentive stock option, shall in no event be less than the fair
market value of the shares of Altron common stock covered by the option at the
time the option was granted and, if the individual to whom the option is being
granted owns (as defined in Section 425 of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
Altron (or of
- 5 -
<PAGE>
its parent or any subsidiary corporation) (a "10% Holder"), one hundred ten
percent (110%) of such fair market value, and in no event less than the par
value thereof. For purposes hereof, the fair market value of such common stock
shall be determined by the Committee in good faith on a reasonable basis
consistent with the Regulations.
7. Time and Manner of Exercise of Option.
-------------------------------------
(a) Except as otherwise determined from time to time by the Committee and as
provided in Section 8, options granted under the Plan shall be exercisable as
follows; provided, however, that in no event, except as provided in Section 8,
may an option granted to an officer or director of Altron be exercisable prior
to six months and one day after the date of grant of the option to such officer
or director. Options shall not be exercisable during the first twelve (12)
months after the date of grant. Thereafter, options shall become exercisable as
to twenty percent (20%) of the shares covered thereby upon the expiration of
twelve (12) months after the date of grant and as to an additional twenty
percent (20%) upon the expiration of each of the next four (4) succeeding twelve
(12) month periods. Notwithstanding the above, the Committee may, in its sole
discretion, at any time accelerate the exercisability of any option granted
under the Plan; provided, however, that, except as provided in Section 8, the
exercisability of any option granted to an officer or director
- 6 -
<PAGE>
of Altron may not be accelerated to a period prior to six months and one day
after the date of grant of the option to such officer or director.
(b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to Altron, 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, with the consent of the Committee, be in
whole or in part in shares of Altron common stock already owned by the person or
persons exercising the option, valued at fair market value determined in the
manner set forth in Section 6 hereof; provided, however, that there shall be no
such exercise at any one time as to fewer than fifty (50) shares or all of the
remaining shares then purchaseable by the person or persons exercising the
option, if fewer than fifty (50) shares. Upon such exercise, delivery of a
certificate for paid-up non-assessable shares shall be made at the principal
office of Altron to the person or persons exercising the option at such time,
during ordinary business hours, after fifteen (15) but 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 -
<PAGE>
8. Term of Options.
---------------
(a) Each option shall expire not more than ten (10) years from the date of
granting thereof (five (5) years in the case of an incentive stock option
granted to a 10% Holder), but shall be subject to earlier termination as herein
provided.
(b) An option granted to any participant who ceases to be a regular salaried
employee of Altron or one of its subsidiaries, other than by death, may be
exercised within one (1) month after the date such participant ceases to be an
employee, or prior to the date on which the option expires by its terms,
whichever is earlier, but shall thereafter terminate, unless such termination of
employment is (i) because of dismissal for cause or is in breach of any
employment agreement, in which event such option will terminate on the date the
participant ceases to be an employee of Altron or one of its subsidiaries; or
(ii) because the participant has become disabled within the meaning of Section
22(e)(3) of the Code, in which event such option may be exercised within six (6)
months and one day after the date on which such participant ceases to be an
employee, but, in any event, prior to the date on which the option expires by
its terms. In case of termination of employment, other than by death, the
option shall be exercisable only to the extent that the right to purchase shares
under such option has accrued and is in effect on the date of such termination
of employment, unless such termination
- 8 -
<PAGE>
is because the participant has become disabled, in which case the option may be
exercised to the full number of shares covered thereby, or unless the Committee,
in its discretion, determines that it would be in the best interests of Altron
to make the option then fully exercisable.
(c) In the event of the death of any participant, the option granted to such
participant may be exercised to the full number of shares covered thereby,
whether or not, under the provisions of Section 7 hereof, the participant was
entitled to do so at the date of his death, by the estate of such participant,
or by any person or persons who acquired the right to exercise such option by
bequest or inheritance or by reason of the death of such participant. Such
option must be exercised within six (6) months and one day after the date of
death of such participant, or prior to the date on which the option expires by
its terms, whichever is earlier.
9. Options Not Transferable.
------------------------
The right of any participant to exercise any option granted to him shall not
be assignable or transferable by such participant otherwise than by will or the
laws of descent and distribution, and any such option shall be exercisable
during the lifetime of such participant only by him. Any option granted under
the Plan shall be null and void and without effect upon the bankruptcy of the
participant to whom the option is granted, or upon any attempted assignment or
- 9 -
<PAGE>
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.
10. 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 options
may be granted under the Plan and as to which outstanding options or portions
thereof then unexercised shall be exercisable, to the end that the proportionate
interest of the participant shall be maintained as before the occurrence of such
event; such adjustment in outstanding options shall be made without change in
the total price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share. No such adjustment
shall be made which shall, within the meaning of any applicable sections of the
Code, constitute a modification, extension or renewal of an option or a grant of
additional benefits to a participant.
- 10 -
<PAGE>
If by reason of a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization, or liquidation, the Committee shall
authorize the issuance or assumption of a stock option or stock options in a
transaction to which Section 425(a) of the Code applies, then, notwithstanding
any other provision of the Plan, the Committee may grant an option or options
upon such terms and conditions as it may deem appropriate for the purpose of
assumption of the old option, or substitution of a new option for the old
option, in conformity with the provisions of such Section 425(a) and the
Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan.
11. Restrictions on Issue of Shares.
-------------------------------
Notwithstanding the provisions of Section 7 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 the option has been exercised are at
the time of the issue of such shares effectively registered under
applicable Federal securities acts as now in force or hereafter amended;
or
(ii) a no-action letter in respect of the issuance of such shares shall have
been obtained by Altron from the Securities and Exchange Commission; or
- 11 -
<PAGE>
(iii) 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 securities acts as now in
force or hereafter amended.
It is intended that all exercises of options shall be effective, and 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 to which any option may be exercised.
12. Purchase for Investment; Rights of Holder on 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 (the "1933 Act"), Altron shall be under no
obligation to issue any shares covered by any option unless the person who
exercised such option, whether such exercise is in whole or in part, shall give
a written representation and undertaking to Altron which is satisfactory in form
and scope to counsel for 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
- 12 -
<PAGE>
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 1933 Act, 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 1933 Act 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 1933 Act or other
applicable statutes, then Altron shall take such action at its own expense and
may require from each participant 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 statement therein not misleading in light of the
circumstances under which it was made.
- 13 -
<PAGE>
13. Modification of Outstanding Options.
-----------------------------------
The Committee may accelerate the exercisability of an outstanding option in
its sole discretion. The Committee may authorize the modification of any
outstanding option with the consent of the participant when and subject to such
conditions as are deemed to be in the best interests of Altron and in accordance
with the purposes of the Plan.
14. Loans Prohibited; Tax Withholding.
---------------------------------
Altron shall not, directly or indirectly, lend money to a participant or to
any person or persons entitled to exercise an option by reason of the death of a
participant for the purpose of assisting him or them in the acquisition of
shares covered by an option granted under the Plan.
Altron's obligation to deliver shares upon the exercise of any non-qualified
option granted under the Plan shall be subject to the option holder's
satisfaction of all applicable federal, state and local income and employment
tax withholding requirements.
15. Approval of Stockholders.
------------------------
The Plan shall be subject to approval by the affirmative vote of
stockholders holding at least a majority of the voting stock of Altron voting in
person or by proxy at a duly held stockholders' meeting within twelve (12)
months after the adoption of the Plan by the Board and shall take effect
immediately upon such approval.
- 14 -
<PAGE>
16. Termination and Amendment of Plan.
---------------------------------
Unless sooner terminated as herein provided, the Plan shall terminate ten
(10) years from the date upon which the Plan shall be duly approved by the
stockholders of Altron. 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 10 hereof, the Board may not, without the
approval of the stockholders of Altron obtained in the manner stated in Section
15 hereof, increase the maximum number of shares for which options may be
granted under the Plan or the number of shares for which an option may be
granted to any optionee. Termination or any modification or amendment of the
Plan shall not, without the consent of a participant, affect his rights under an
option previously granted to him.
- 15 -
<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 1991 Stock Option Plan,
as amended December 22, 1993 and April 19, 1995 (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
Page -2-
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
Enclosures
